Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


November
30, 2020


 


CF
Finance Acquisition Corp. II

110 East 59th Street


New
York, New York 10022


Email:
CFFinanceII@cantor.com

Attention: Chief Executive Officer


 


View,
Inc.


195
South Milpitas Boulevard


Milpitas,
CA 95035


Attn:
Chief Executive Officer


 


Ladies
and Gentlemen:


 


In
connection with the proposed business combination (the “Transaction”) between CF Finance Acquisition Corp.
II, a Delaware corporation (the “Company”), and View, Inc., a Delaware corporation (“Target”),
pursuant to that certain Agreement and Plan of Merger, dated as of November 30, 2020 (as it may be amended, the “Transaction
Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments
to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”),
for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by
the Company (the “Offering”).


 


On
the date set forth on the signature page of this subscription agreement (this “Subscription Agreement”), the
Company is entering into subscription agreements (the “Other Subscription Agreements” and together with this
Subscription Agreement, the “Subscription Agreements”) with certain other subscribers (the “Other
Subscribers”), pursuant to which the Other Subscribers, severally and not jointly, have agreed to purchase in the Offering,
effective on the closing date of the Transaction, inclusive of the shares of Common Stock to be purchased by the undersigned,
an aggregate amount of up to 30,000,000 shares of Common Stock, at the Purchase Price [(subject to offset by Non-Redeemed Shares
purchased by such Other Subscribers that are Eligible Subscribers (as described in Section 1 below))]1. In connection
therewith, the undersigned subscriber (“Subscriber”) and the Company agree as follows:


 


1. Subscription.
Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber,
such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the “Shares”)
at the Purchase Price per Share and on the terms provided for herein. [Notwithstanding anything to the contrary contained in this
Subscription Agreement, if the Subscriber is an Eligible Subscriber (as defined below), if after the later of (x) the date of
this Subscription Agreement and (y) the public announcement of the Transaction Agreement the Subscriber acquires ownership of
shares of Common Stock in the open market or in privately negotiated transactions with third parties (along with any related rights
to redeem or convert such shares in connection with the redemption conducted by the Company in accordance with the Company’s
organizational documents and the CFII Prospectus (as defined below) in conjunction with the Transaction Closing (the “Redemption”))
at least five (5) business days prior to the Company’s special meeting of stockholders to approve the Transaction and the
Subscriber does not redeem or convert such shares in connection with the Redemption (including revoking any prior redemption or
conversion elections made with respect to such shares) (such shares, “Non-Redeemed Shares”), the number of
Shares for which the Subscriber (only if an Eligible Subscriber) is obligated to purchase under this Subscription Agreement shall
be reduced by the number of Non-Redeemed Shares; provided, that promptly upon the Company’s request, the Subscriber will
provide the Company with documentary evidence reasonably requested by the Company to evidence such Non-Redeemed Shares. The term
“Eligible Subscriber” means any subscriber in the Offering who is not a beneficial or record owner of the Target’s
equity or an affiliate of the Company prior to the Closing.]2


 


 






		1	Conform terms if language reference in footnote 2 is removed.






		2	Subscriber
may elect to remove this provision from its Subscription Agreement upon execution.











     


     


    

 


2. Closing;
Delivery of Shares.


 


(a) The
closing of the sale of Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs,
the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction
Closing”). The Closing shall occur on the date of, and concurrently with, the Transaction Closing.


 


(b) At
least five (5) business days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice
to the Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions
for delivery of the Purchase Price to the Company. No later than two (2) business days after receiving the Closing Notice, the
Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company
to issue the Shares to the Subscriber. The Subscriber shall deliver to the Company, on or prior to 8:00 a.m. (Eastern time) (or
as soon as practicable after the Company or its transfer agent delivers evidence of the issuance to Subscriber of the Shares on
and as of the Closing Date) on the Closing Date the Purchase Price in cash via wire transfer to the account specified in the Closing
Notice against delivery by the Company to Subscriber of (i) the Shares in book entry form, free and clear of any liens or other
restrictions (other than those arising under state or federal securities laws), in the name of the Subscriber (or its nominee
in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) written
notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Shares on and as of the Closing Date.
In the event that the consummation of the Transaction does not occur within one (1) business day after the anticipated Closing
Date specified in the Closing Notice, the Company shall promptly (but in no event later than two (2) business days after the anticipated
Closing Date specified in the Closing Notice) return the funds so delivered by the Subscriber to the Company by wire transfer
in immediately available funds to the account specified by the Subscriber.


 


3. Closing
Conditions. In addition to the conditions set forth in Section 2:


 


(a) The
Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:


 


(i) no
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 


(ii) no
applicable governmental authority shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation
of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint
or prohibition; and


 











    2


     


    

 


(iii) all
conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied or waived (other
than those conditions which, by their nature, are to be satisfied at the Transaction Closing).


 


(b) The
obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the
additional conditions that, on the Closing Date:


 


(i) all
representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality, which representations and warranties
shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific
date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as
to materiality, which representations and warranties shall be true in all respects) as of such date), and consummation of the
Closing, shall constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements of the Subscriber
contained in this Subscription Agreement as of the Closing Date; and


 


(ii) the
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.


 


(c) The
obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by the Subscriber
of the additional conditions that, on the Closing Date:


 


(i) all
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations
and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be
true in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each
of the representations, warranties and agreements of the Company contained in this Subscription Agreement as of the Closing Date;


 


(ii) the
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing; and


 


(iii) no
amendment or modification of the Transaction Agreement (as the same exists on the date hereof as provided to the Subscriber) shall
have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would
reasonably expect to receive under this Subscription Agreement.


 






    3


     


    

 


4. Company
Representations and Warranties. The Company represents and warrants to the Subscriber that:


 


(a) The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company
has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b) The
Shares have been duly authorized and, when issued and delivered to the Subscriber against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have
been issued in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated
Certificate of Incorporation, the Company’s bylaws or under the laws of the State of Delaware.


 


(c) This
Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company
in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity,
whether considered at law or equity.


 


(d) The
execution, delivery and performance of this Subscription Agreement, including the issuance and sale of the Shares and the consummation
of the transactions contemplated hereby, will be done in accordance with the NASDAQ marketplace rules, and (i) will not conflict
with or result in a material breach or material violation of any of the terms or provisions of, or constitute a material default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company
or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or
any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have a material adverse
effect on the business, properties, assets, liabilities, operations, condition (including financial condition), stockholders’
equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity
of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations under the terms
of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company;
or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse
Effect or materially affect the validity of the Shares or the legal authority or ability of the Company to perform in all material
respects its obligations under the terms of this Subscription Agreement.


 


(e) Assuming
the accuracy of the representations and warranties of the Subscriber, the Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local
or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance
by the Company of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) any
required filing of a Notice of Exempt Offering of Securities on Form D with U.S. Securities and Exchange Commission (the “SEC”)
under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), (ii) the filing with the
SEC of the Registration Statement (as defined below), (iii) the filings required by applicable state or federal securities laws,
(iv) the filings required in accordance with Section 11, (v) any filings or notices required by Nasdaq, and (vi) any consent,
waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.


 






    4


     


    

 


(f) As
of the date of this Subscription Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 shares of
Common Stock, (ii) 20,000,000 shares of Class B common stock, par value of $0.0001 per share (the “Class B Common Stock”)
and (iii) 1,000,000 shares of preferred stock, par value of $0.0001 per share (the “Preferred Stock”). As of
the date of this Subscription Agreement, (A) 51,100,000 shares of Common Stock are issued and outstanding, (B) 12,500,000 shares
of Class B Common Stock are issued and outstanding, (C) 16,666,667 redeemable public warrants to purchase Common Stock are issued
and outstanding, (D) 366,667 private placement warrants to purchase Common Stock are issued and outstanding, and (E) no Preferred
Stock is issued and outstanding. All (1) issued and outstanding shares of Common Stock and Class B Common Stock have been duly
authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and (2) outstanding
warrants have been duly authorized and validly issued and are not subject to preemptive rights. Except as set forth above and
pursuant to the Other Subscription Agreements, the Transaction Agreement and the other agreements and arrangements referred to
therein or in the SEC Reports (as defined below), as of the date hereof, there are no outstanding options, warrants or other rights
to subscribe for, purchase or acquire from the Company shares of Common Stock, Class B Common Stock or other equity interests
in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof,
the Company has no subsidiaries, other than PVMS Merger Sub, Inc., a Delaware corporation, and does not own, directly or indirectly,
interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder
agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating
to the voting of any securities of the company, other than (1) as set forth in the SEC Reports and (2) as contemplated by the
Transaction Agreement.


 


(g) The
issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and are listed for trading on the Nasdaq Capital Market under the symbol “CFII.”
There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company
by Nasdaq or the SEC with respect to any intention by such entity to deregister the Common Stock or prohibit or terminate the
listing of the Common Stock on Nasdaq, excluding, for the purposes of clarity, the customary ongoing review by Nasdaq of the Company’s
listing application with respect to the Transaction.


 


(h) Except
for such matters as have not had and would not be reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority
pending, or, to the knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order
of any governmental entity outstanding against the Company.


 


(i) The
Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a
Material Adverse Effect. The Company has not received any written communication from a governmental entity that alleges that the
Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default
or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


(j) The
Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or
other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions
contemplated by this Subscription Agreement for which the Subscriber could become liable. Other than compensation paid to Goldman
Sachs & Co. LLC (“Goldman Sachs”) and Cantor Fitzgerald & Co. as placement agents (collectively with
Goldman Sachs, the “Placement Agents”), the Company is not aware of any person that has been or will be paid
(directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any shares of Common Stock
in the Offering.


 


(k) The
Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 






    5


     


    

 


(l) Assuming
the accuracy of the Subscriber’s representations and warranties set forth in Section 5, in connection with the offer,
sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the
Shares under the Securities Act. The Shares (i) were not offered by any form of general solicitation or general advertising and
(ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act or any state securities laws.


 


(m) As
of their respective dates, all forms, reports, statements, schedules, proxies, registration statements and other documents filed
by the Company with the SEC prior to the date of this Subscription Agreement (the “SEC Reports”) complied in
all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of
the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with
respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to the Subscriber via the
SEC’s EDGAR system. There are no outstanding or unresolved comments in comment letters received by the Company from the
staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.


 


(n) Other
than the Other Subscription Agreements and the Transaction Agreement, the Company has not entered into any side letter or similar
agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or investor’s
direct or indirect investment in the Company through the Offering. No Other Subscription Agreement includes terms and conditions
that are materially more advantageous to any such Other Subscriber than the Subscriber hereunder, and such Other Subscription
Agreements have not been amended or modified in any material respect following the date of this Subscription Agreement.


 


(o) The
Company acknowledges and agrees that, notwithstanding anything herein to the contrary, after the Closing the Shares may be pledged
by Subscriber in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment
of the Shares hereunder, and Subscriber effecting a pledge of Shares shall not be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Subscription Agreement. The Company hereby agrees to execute
and deliver such reasonable documentation as a pledgee of the Shares may reasonably request in connection with a pledge of the
Shares to such pledgee by Subscriber.


 


(p) The
Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by
the Subscriber.


 






    6


     


    

 


5. Subscriber
Representations, Warranties and Covenants. The Subscriber represents and warrants to the Company that:


 


(a) At
the time the Subscriber was offered the Shares, it was, and as of the date hereof, the Subscriber is (i) an “accredited
investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) (an “Accredited
Investor”) and an “Institutional Account” (within the meaning of FINRA Rule 4512(c)) (an “Institutional
Account”), as indicated in the questionnaire attached as Exhibit A hereto (an “Investor Questionnaire”),
and (ii) is acquiring the Shares only for its own account and (iii) not for the account of others, and not on behalf of any other
account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. The Subscriber is not an entity formed for the specific purpose of acquiring the Shares.


 


(b) The
Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares delivered at the Closing have not been registered under the Securities Act. The Subscriber
understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Subscriber absent an effective
registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii)
pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and
(iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any
certificates (if any) or any book-entry shares representing the Shares delivered at the Closing shall contain a legend or restrictive
notation to such effect, and as a result of such restrictions, the Subscriber may not be able to readily resell the Shares and
may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Subscriber acknowledges
that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The Subscriber understands
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 


(c) The
Subscriber understands and agrees that the Subscriber is purchasing Shares directly from the Company. The Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to the Subscriber by the Company, or any of
its officers or directors, expressly (other than those representations, warranties, covenants and agreements included in this
Subscription Agreement) or by implication.


 


(d) The
Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code
of 1986, as amended, or any applicable similar law.


 


(e) The
Subscriber acknowledges and agrees that the Subscriber has received such information as the Subscriber deems necessary in order
to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the Subscriber acknowledges
that it has received (or in the case of documents filed with the SEC, had access to) the following items (collectively, the “Disclosure
Documents”): (i) the final prospectus of the Company, dated as of August 26, 2020 and filed with the SEC (File No. 333-241727)
on August 28, 2020 (the “CFII Prospectus”), (ii) each filing made by the Company with the SEC following the
filing of the CFII Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement, a copy of which
will be filed by the Company with the SEC and (iv) the investor presentation by the Company and the Target, a copy of which will
be furnished by the Company to the SEC. The undersigned understands the significant extent to which certain of the disclosures
contained in items (i) and (ii) above shall not apply following the Transaction Closing. The Subscriber represents and agrees
that the Subscriber and the Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s
management questions, receive such answers and obtain such information as the Subscriber and such Subscriber’s professional
advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.


 






    7


     


    

 


(f) The
Subscriber became aware of this Offering of the Shares solely by means of direct contact between the Subscriber and the Company,
the Placement Agents or a representative of the Company or the Placement Agents, and the Shares were offered to the Subscriber
solely by direct contact between the Subscriber and the Company, the Placement Agents or a representative of the Company or the
Placement Agents. The Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by
any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering
under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


(g) The
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares,
including those set forth in the Disclosure Documents and in the Company’s filings with the SEC. The Subscriber is able
to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Shares, and the Subscriber has sought such accounting,
legal and tax advice as the Subscriber has considered necessary to make an informed investment decision.


 


(h) Alone,
or together with any professional advisor(s), the Subscriber has adequately analyzed and fully considered the risks of an investment
in the Shares and determined that the Shares are a suitable investment for the Subscriber and that the Subscriber is able at this
time and in the foreseeable future to bear the economic risk of a total loss of the Subscriber’s investment in the Company.
The Subscriber acknowledges specifically that a possibility of total loss exists.


 


(i) In
making its decision to purchase the Shares, the Subscriber has relied solely upon independent investigation made by the Subscriber
and the representations and warranties of the Company set forth herein. Without limiting the generality of the foregoing, the
Subscriber has not relied on any statements or other information provided by the Placement Agents concerning the Company, Target
or the Shares or the offer and sale of the Shares.


 


(j) The
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the
Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Company’s
reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof.


 


(k) The
Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of
incorporation or formation.


 


(l) The
execution, delivery and performance by the Subscriber of this Subscription Agreement are within the powers of the Subscriber,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any federal or state
statute, rule or regulation applicable to the Subscriber, any order, ruling or regulation of any court or other tribunal or of
any governmental commission or agency, or any agreement or other undertaking, to which the Subscriber is a party or by which the
Subscriber is bound, and, if the Subscriber is not an individual, will not violate any provisions of the Subscriber’s charter
documents, including its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement,
as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Subscriber is an individual,
has legal competence and capacity to execute the same or, if the Subscriber is not an individual the signatory has been duly authorized
to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable
against the Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and
(ii) principles of equity, whether considered at law or equity.


 






    8


     


    

 


(m) Neither
the due diligence investigation conducted by the Subscriber in connection with making its decision to acquire the Shares nor any
representations and warranties made by the Subscriber herein shall modify, amend or affect the Subscriber’s right to rely
on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


(n) The
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order
issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity
prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R.
Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
Investor”). The Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required
by applicable law, provided that the Subscriber is permitted to do so under applicable law. If the Subscriber is a financial institution
subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), the Subscriber maintains policies and procedures reasonably
designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures
reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent
required, it maintains policies and procedures reasonably designed to ensure that the funds held by the Subscriber and used to
purchase the Shares were legally derived.


 


(o) No
disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Shares.
The Placement Agents and each of their respective members, directors, officers, employees, representatives and controlling persons
have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of
any information supplied to the Subscriber by the Company. In connection with the issue and purchase of the Shares, the Placement
Agents have not made any recommendations regarding an investment in the Company or the Shares or acted as the Subscriber’s
financial advisor or fiduciary.


 


(p) The
Subscriber acknowledges and is aware that Goldman Sachs is acting as financial advisor to the Target in connection with the Transaction.


 


6. Registration
Rights.


 


(a) To
the extent that the Shares are not included in the registration statement to be filed with the SEC in connection with the Transaction,
the Company agrees that, within thirty (30) calendar days after the Transaction Closing (the “Filing Date”),
the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale
of the Shares (the initial registration statement and any other registration statement that may be filed by the Company under
this Section 6, “Registration Statement”), and the Company shall use its reasonable best efforts to have the
Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i)
the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration
Statement) following the Transaction Closing and (ii) the 10th business day after the date the Company is notified (orally or
in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be
subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees that the Company
will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement)
to remain effective until the earlier of (i) three years from the date of effectiveness of the initial Registration Statement,
(ii) the date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first
date on which the Subscriber can sell all of its Shares under Rule 144 of the Securities Act without restriction, including without
limitation, any volume or manner of sale restrictions and without the requirement for the Company to be in compliance with the
current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Subscriber agrees to disclose
its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company upon request
to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the
Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the
Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall
be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations,
provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or
otherwise be subject to any contractual restriction on the ability to transfer the Shares. Any failure by the Company to file
the Registration Statement by the Filing Date or for the Registration Statement to be declared effective by the Effectiveness
Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth in this
Section 6. For purposes of this Section 6, “Shares” shall mean, as of any date of determination, the Shares and any
other equity security of the Company issued or issuable with respect to the Shares by way of share split, dividend, distribution,
recapitalization, merger, exchange, replacement or similar event or otherwise.


 






    9


     


    

 


(b) In
the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Subscription Agreement,
the Company shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption
and compliance. At its expense, the Company shall:


 


(i) except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws which the Company determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions;


 


(ii) advise
Subscriber within five (5) business days:


 


(A) of
the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any
proceedings for such purpose;


 


(B) of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(C) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any
Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and
do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
a prospectus, in the light of the circumstances under which they were made) not misleading.


 


Notwithstanding
anything to the contrary set forth herein, the Company shall not, when so advising Subscriber of such events listed above, provide
Subscriber with any material, nonpublic information regarding the Company other than to the extent that providing notice to Subscriber
of the occurrence of the events listed in (A) through (C) above constitutes material, nonpublic information regarding the Company;


 


(iii) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;


 






    10


     


    

 


(iv) upon
the occurrence of any event contemplated above, except for such times as the Company is permitted hereunder to suspend, and has
suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v) use
its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the
Common Stock has been listed; and


 


(vi) use
its commercially reasonable efforts (A) to take all other steps necessary to effect the registration of the Shares contemplated
hereby and (B) for so long as the Subscriber holds Shares, to file all reports and other materials required to be filed by the
Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144.


 


(c) The
Company may delay filing or suspend the use of any such registration statement if it determines, upon advice of legal counsel,
that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be
needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use
could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of
information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”);
provided, however, that the Company may not delay filing or suspend use of any registration statement on more than two occasions
or for more than sixty (60) consecutive calendar days or more than ninety (90) total calendar days, in each case in any 12-month
period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the
Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains
any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading,
the Subscriber agrees that it will (i) immediately discontinue offers and sales of the Shares under the Registration Statement
until the Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s)
referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it
may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered
by the Company unless otherwise required by applicable law. If so directed by the Company, the Subscriber will deliver to the
Company or, in Subscriber’s sole discretion, destroy all copies of the prospectus covering the Shares in the Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall
not apply to (i) the extent the Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable
legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention
policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up. During any periods that
a Registration Statement registering the resale of the Shares is effective or when the Shares may be sold pursuant to Rule 144
under the Securities Act or may be sold without restriction under Rule 144, the Company shall, at its expense, cause the Company’s
transfer agent to remove any restrictive legends on any Shares sold by the Subscriber within two (2) business days of the date
that such Shares are sold and the Subscriber notifies the Company of such sale (and prior to removal the Subscriber provides the
Company with any customary representations in connection therewith).


 






    11


     


    

 


(d) From
and after the Closing, the Company shall indemnify, defend and hold harmless the Subscriber (to the extent a seller under the
Registration Statement), and the officers, employees, affiliates, directors, partners, members, attorneys and agents of the Subscriber,
and each person, if any, who controls the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) (the Subscriber and each of the foregoing, a “Subscriber Indemnified Party”), from and against
any losses, judgments, claims, damages, liabilities or reasonable costs or expenses (including reasonable attorneys’ fees)
(collectively, “Losses”), that arise out of or are based upon any untrue statement of a material fact contained
in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission to state a material fact
required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such
untrue statements or omissions are based upon information furnished in writing to the Company by a Subscriber Indemnified Party
expressly for use therein. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which consent
shall not be unreasonably withheld, delayed or conditioned).


 


(e) From
and after the Closing, the Subscriber shall, severally and not jointly with any Other Subscriber, indemnify, defend and hold harmless
the Company, and the officers, employees, affiliates, directors, partners, members, attorneys and agents of the Company, and each
person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) (the Company and each of the foregoing, a “Company Indemnified Party”), from and against any Losses, that
arise out of or are based upon any untrue statement of a material fact contained in the Registration Statement, any prospectus
included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, to the extent that such untrue statements or omissions are based upon information
furnished in writing to the Company by a Subscriber Indemnified Party expressly for use therein. In no event shall the liability
of the Subscriber be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of
the Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, the Subscriber’s indemnification
obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written
consent of the Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).


 


(f) If
the indemnification provided under this Section 6 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be subject to the
limitations set forth in this Section 6 and deemed to include any legal or other fees, charges or expenses reasonably incurred
by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 6(f) from any person
who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation to make a contribution pursuant
to this Section 6(f) shall be individual, not joint, and in no event shall the liability of the Subscriber under this Section
6(f) be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Shares giving
rise to such indemnification obligation.


 






    12


     


    

 


7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of
the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier
to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such
date and time as the Transaction Agreement is terminated in accordance with its terms; or (c) written notice by either party to
the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not
consummated on or prior to the “Agreement End Date” as defined in the Transaction Agreement, as it may be amended;
provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time
of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages
arising from such breach. The Company shall notify the Subscriber of the termination of the Transaction Agreement promptly after
the termination of such agreement and (ii) the provisions of Sections 8 through 10 of this Subscription Agreement
will survive any termination of this Subscription Agreement and continue indefinitely.


 


8. Trust
Account Waiver. The Subscriber hereby represents and warrants that it has read the CFII Prospectus and understands that
the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public
offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements
occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s
public stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”),
and that, except as otherwise described in the CFII Prospectus, the Company may disburse monies from the Trust Account only: (a)
to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s
initial business combination (as such term is used in the CFII Prospectus) (the “Business Combination”) or
in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company
fails to consummate a Business Combination within 24 months after the closing of the IPO and is subject to further extension by
amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the
Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after
or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber
hereby agrees that notwithstanding anything to the contrary contained in this Subscription Agreement, Subscriber does not now
and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or
may have in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or
the Shares, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Public Stockholders
(“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other
proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Subscription Agreement, the
transactions contemplated hereby or the Shares, regardless of whether such claim arises based on contract, tort, equity or any
other theory of legal liability. To the extent the Subscriber commences any action or proceeding based upon, in connection with,
as a result of or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, which proceeding
seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and
agrees that the Subscriber’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions)
and that such claim shall not permit the Subscriber (or any person claiming on its behalf or in lieu of any of it) to have any
claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything
else in this Section 8 to the contrary, nothing herein shall be deemed to limit the Subscriber’s right, title, interest
or claim to the Trust Account by virtue of the Subscriber’s record or beneficial ownership of Common Stock acquired by any
means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any
such securities of the Company. For purposes of this Subscription Agreement, “Representatives” with respect
to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees,
consultants, advisors, agents and other representatives.  


 






    13


     


    

 


9. Miscellaneous.


 


(a) Neither
this Subscription Agreement nor any rights that may accrue to the Subscriber hereunder (other than the Shares acquired hereunder,
if any, subject to applicable securities laws) may be transferred or assigned by the Subscriber without the prior written consent
of the Company, and any purported transfer or assignment without such consent shall be null and void ab initio. Notwithstanding
the foregoing, prior to the Closing the Subscriber may assign all of its rights and obligations under this Subscription Agreement
to an affiliate of the Subscriber, or to any fund or account managed by the same investment manager as Subscriber, that is an
Accredited Investor and an Institutional Account, so long as the Subscriber provides the Company with at least five (5) business
days’ prior written notice of such assignment and a completed Investor Questionnaire duly executed by such assignee; provided,
further that (i) such assignee will be deemed to have made to the Company each of the representations, warranties and covenants
of the Subscriber set forth in Section 5 as of the date of such assignment and as of the Closing Date, and (ii) no such assignment
by the Subscriber will relieve the Subscriber of its obligations under this Subscription Agreement, and the Subscriber will remain
secondarily liable under this Subscription Agreement for the obligations of the assignee hereunder.


 


(b) The
Company may request from the Subscriber such additional information as the Company may deem necessary to evaluate the eligibility
of the Subscriber to acquire the Shares, and the Subscriber shall provide such information to the Company upon such request to
the extent readily available and to the extent consistent with the Subscriber’s internal policies and procedures, and provided
that the Company agrees to keep confidential any such information provided by the Subscriber.


 


(c) The
Subscriber acknowledges that the Company, the Placement Agents, the Target and others will rely on the acknowledgments, understandings,
agreements, representations and warranties of the Subscriber contained in this Subscription Agreement, provided, however, that
the Closing may only be enforced against the Subscriber by the Company. Prior to the Closing, the Subscriber agrees to promptly
notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein
are no longer accurate in any material respect. Except (i) as expressly set forth in Section 9(p) or (ii) for the rights after
the Closing of the Subscriber Indemnified Parties under Sections 6(d) and 6(f) (provided, that, in order to enforce any rights
under this Subscription Agreement, any Subscriber Indemnified Parties will be subject to the provisions of Section 8 that apply
to the Subscriber) and the Company Indemnified Parties under Sections 6(e) and 6(f), this Subscription Agreement shall not confer
any rights or remedies upon any person other than the parties hereto, and their respective successors and assigns.


 


(d) The
Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement
or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby. Prior to the Closing, the Subscriber shall not issue any press release or make any other similar public statement
with respect to the transactions contemplated hereby without the prior written consent of the Company (such consent not to be
unreasonably withheld or delayed). Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall
not publicly disclose the name of Subscriber or any of its affiliates or investment advisers, or include the name of Subscriber
or any of its affiliates or investment advisers in any press release or in any filing with the SEC or any regulatory agency or
trading market, in either case in connection with this Subscription Agreement or the transactions contemplated hereby, without
the prior written consent of Subscriber (not to be unreasonably withheld, delayed or conditioned), except to the extent such disclosure
is required by applicable law, rule, regulation, SEC or stock exchange requirement or at the request of any governmental or regulatory
agency or as required by legal process, in which case the Company shall provide Subscriber with written notice of such disclosure
permitted under this Section 9(d) prior to or as reasonably practicable following such disclosure.


 






    14


     


    

 


(e) All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(f) This
Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by the party against
whom enforcement of such amendment, modification or waiver is sought. Section 4, Section 5, this Section 9(f), Section 9(p) and
Section 10 of this Subscription Agreement may not be amended, modified, terminated or waived in any manner that is material and
adverse to the Placement Agents without the written consent of the Placement Agents.


 


(g) This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality
agreement entered into by the Company and the Subscriber in connection with the Offering).


 


(h) This
Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal
representatives and permitted assigns.


 


(i) If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


(j) This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and
by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All
counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(k) The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise.


 






    15


     


    

 


(l) THIS
SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY
HERETO HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(m) All
notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business
day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days
after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	If
                                         to the Company, to:

                                                                                                                                    

        CF
        Finance Acquisition Corp. II

        110 East 59th Street

        New
        York, New York 10022

        Email:
        CFFinanceII@cantor.com

        Attention: Chief Executive Officer
	with
                                         copies (which shall not constitute notice) to:

                                                                                                                                    

        Ellenoff
        Grossman & Schole LLP

        1345 Avenue of the Americas

        New York, NY 10105

        Attn: Stuart Neuhauser, Esq.

                  Matthew A. Gray, Esq.

        Email: sneuhauser@egsllp.com

                   mgray@egsllp.com

        Telephone No.: (212) 370-1300

        Facsimile No.: (212) 370-7889

         

        and

         

        Cantor
        Fitzgerald & Co.

        110 East 59th Street

        New York, New York 10022

        Email: smerkel@cantor.com

        Attention: Stephen Merkel, General Counsel

	Notice
    to the Subscriber shall be given to the address underneath the Subscriber’s name on the signature page hereto.


 


(n) The
headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting
this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the
context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and
with correlative meaning “include”) means including without limiting the generality of any description preceding or
succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii)
the words “herein”, “hereto” and “hereby” and other words of similar import in this Subscription
Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of
this Subscription Agreement. As used in this Subscription Agreement, the term: (x) “business day” shall mean any day
other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized
to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking
institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer
to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental
or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean,
with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through
one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”
(and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance
of doubt, any reference in this Subscription Agreement to an affiliate of the Company will include the Company’s sponsor,
CF Finance Holdings II, LLC.


 






    16


     


    

 


(o) At
Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.


 


(p) The
parties hereto agree that the Placement Agents are express third-party beneficiaries of the representations, warranties and covenants
of the Company contained in Section 4, the representations, warranties and convents of the Subscriber contained in Section 5,
and their express rights set forth in Section 9(f) and this Section 9(p).


 


10. Non-Reliance
and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person other than the statements, representations and warranties contained in this Subscription Agreement
in making its investment or decision to invest in the Company. The Subscriber agrees that neither (i) any Other Subscriber pursuant
to the Other Subscription Agreements (including the controlling persons, members, officers, directors, partners, agents, or employees
of any such Other Subscriber) nor (ii) the Placement Agents, their respective affiliates or any of their or their affiliates’
respective control persons, officers, directors or employees, shall be liable to the Subscriber pursuant to this Subscription
Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of
the Shares.


 


11. Disclosure.
The Company shall, promptly, but in any event by the end of the first (1st) business day, following the execution of
this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively,
the “Press Release”) disclosing all material terms of the transactions contemplated hereby and by the Other
Subscription Agreements, the Transaction and any other material, nonpublic information that the Company has provided to Subscriber
at any time prior to the filing of the Press Release. Upon the issuance of the Press Release, to the Company’s knowledge,
Subscriber shall not be in possession of any material, non-public information received from the Company or any of its officers,
directors or employees or agents (including the Placement Agent) and Subscriber shall no longer be subject to any confidentiality
or similar obligations under any current agreement, whether written or oral with the Company, the Placement Agent or any of their
respective affiliates.


 


{SIGNATURE
PAGES FOLLOW}


 




    17


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	 	CF Finance Acquisition Corp. II
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 





{Signature Page to Subscription Agreement}

 




    18


     


    


 


{SUBSCRIBER
SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT}


 


IN
WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of
the date first indicated above.


 


Name(s)
of Subscriber: __________________________________________________________


 


Signature
of Authorized Signatory of Subscriber: _______________________________________________________


 


Name
of Authorized Signatory: _______________________________________________________


 


Title
of Authorized Signatory: _______________________________________________________


 


Address
for Notice to Subscriber:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention: ____________________________________________________
	 	 
	 	Email: ____________________________________________________
	 	 
	 	Facsimile No.: ____________________________________________________
	 	 
	 	Telephone No.: ____________________________________________________



 


Address
for Delivery of Shares to Subscriber (if not same as address for notice):


 


	 		 
	 	 	 
	 		 
	 	 	 
	 		 





 


	Subscription Amount: $ ____________________________	 
	 	 
	Number of Shares: ____________________________	 
	 	 
	EIN Number: ____________________________	 





 





{Signature Page to Subscription Agreement}

 




    19


     


    


 


Exhibit
A


Accredited
Investor Questionnaire


 


Capitalized
terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this
Exhibit A is attached.


 


The
undersigned represents and warrants that the undersigned is an “Institutional Account” as such term is defined in
FINRA Rule 4512(c).


 


The
undersigned represents and warrants that the undersigned is an “accredited investor” as such term is defined in Rule
501(a) (1), (2), (3), or (7) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
for one or more of the reasons specified below (please check all boxes that apply):


 


	_______  	(i)	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
	 	 	 
	_______  	(ii)	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
	 	 	 
	_______  	(iii)	An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under the section 203(l) or (m) of the Investment Advisers Act;
	 	 	 
	_______  	(iv)	An insurance company as defined in section 2(13) of the Exchange Act; 
	 	 	 
	_______  	(v)	An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;
	 	 	 
	_______  	(vi)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
	 	 	 
	_______  	(vii)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; 
	 	 	 
	_______  	(viii)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
	 	 	 
	_______  	(ix)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
	 	 	 
	_______  	(x)	An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; and/or


 






     


     


    

 


	_______	(xi)	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company.
	 	 	 
	_______  	(xii)	The Subscriber does not qualify under any of the investor categories set forth in (i) through (xi) above.



 




		2.1	Type
                                         of the Subscriber. Indicate the form of entity of the Subscriber:



 





	 	☐	Limited
    Partnership	☐	Corporation
	 	☐	General
    Partnership	☐	Revocable
    Trust
	 	☐	Other
    Type of Trust (indicate type): ________________________________________
	 	☐	Other
    (indicate form of organization): ________________________________________





 


	 	Subscriber:
	 	 
	 	Subscriber Name:	__________________________________


 


	 	By:	       
	 	Signatory Name:  
	 	Signatory Title: