Exhibit 10.2


 


Confidential


 


 


 


 


 


 


 


 


STOCKHOLDER
VOTING AGREEMENT


 


by
and among


 


CF
FINANCE ACQUISITION CORP. II


 


and
certain


 


STOCKHOLDERS
OF VIEW, INC.


 


Dated
as of November 30, 2020


 







    	 		 



    	 



    

 


STOCKHOLDER
VOTING AGREEMENT


 


This
STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2020,
by and among the persons identified on Schedule I hereto (each, a “Stockholder” and collectively
the “Stockholders”) and CF Finance Acquisition Corp. II, a Delaware corporation
(“Acquiror”). Capitalized terms used but not defined herein have the meanings assigned to them in the
Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger
Agreement”) by and among Acquiror, PVMS Merger Sub, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Acquiror (“Merger Sub”) and View, Inc., a Delaware corporation (the
“Company”).


 


WHEREAS,
each Stockholder owns the number and class(es) of shares of Company Capital Stock, par value $0.0001 per share of the Company
set forth next to the name of such Stockholder on Schedule I (collectively, together with all other securities of the Company
that such Stockholder purchases or otherwise acquires beneficial or record ownership of or becomes entitled to vote during the
Restricted Period (as defined below), including by reason of any stock split, stock dividend, distribution, reclassification,
recapitalization, conversion or other transaction, or pursuant to the vesting of restricted stock units or the exercise of options
or warrants to purchase such shares or rights, the “Stockholder Shares”);


 


WHEREAS,
the board of directors of the Company has approved this Agreement and the execution, delivery and performance thereof by the parties
hereto;


 


WHEREAS,
concurrently with the execution and delivery of this Agreement, Acquiror, Merger Sub, and the Company are entering into the Merger
Agreement, which provides for, among other things, the merger of Merger Sub with and into the Company (with the Company surviving
such merger as a wholly-owned subsidiary of Acquiror) upon the terms and subject to the conditions set forth therein (the “Merger”);


 


WHEREAS,
obtaining the Company Written Consent is a condition precedent to the consummation of the Merger; and


 


WHEREAS,
as a condition and inducement to Acquiror’s willingness to enter into the Merger Agreement, Acquiror has required each Stockholder
to enter into this Agreement and a Lock-Up Agreement entered into concurrently herewith.


 


NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein,
the parties hereto agree as follows:


 


Section
1 Covenants of the Stockholders.


 


(a) During
the period beginning on the date of this Agreement and ending on the earlier of (x) the Effective Time and (y) the date on
which the Merger Agreement is validly terminated in accordance with its terms (such period, the “Restricted Period”),
each Stockholder hereby agrees:


 






    	 		 



    	 



    

 


(i) (A)
at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company,
however called, and in any action by written consent of the stockholders of the Company, at which the Merger Agreement and other
related agreements (or any amended version thereof) or such other related actions, are submitted for the consideration of the
stockholders of the Company, unless otherwise directed in writing by Acquiror, to vote, or to cause the voting of, the Stockholder
Shares in favor of: (1) the approval and adoption of the Merger Agreement; and (2) the Merger and the other Transactions
and all agreements related to the Merger (including the Ancillary Agreements to which the Company or any of its Subsidiaries is
a party); and (B) promptly, but in no event later than five (5) Business Days, after the registration statement filed with the
SEC on Form S-4 is declared effective, to execute and deliver the Company Written Consent; and


 


(ii) (A)
at each such meeting, and at any adjournment or postponement thereof, and in any such action by written consent, to vote, or to
cause the voting of, the Stockholder Shares against (other than pursuant to, or in furtherance of, the Merger and the other Transactions):
(1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes
of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise adversely affect, the Merger or any of
the other Transactions, including: (aa) any Alternative Transaction and any action required or desirable in furtherance thereof;
(bb) any Acquisition Proposal and any action required or desirable in furtherance thereof; (cc) any change in a majority
of the board of directors of the Company existing as of the date of this Agreement; (dd) any change in the present capitalization
or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s certificate
of incorporation or bylaws or the organizational documents of any Subsidiary of the Company (other than as expressly contemplated
in or permitted by the Merger Agreement), except if approved in writing by Acquiror; or (ee) any other change in the corporate
structure or fundamental change to the business of the Company or any of its Subsidiaries, except if approved in writing by Acquiror,
(2) any other action made in opposition to the adoption of the Merger Agreement or inconsistent with the Merger and the other
Transactions (or with the Ancillary Agreements to which the Company or any of its Subsidiaries is a party), (3) any action, proposal,
transaction or agreement that, would reasonably be expected to result in a material breach of any covenant, agreement, representation
or warranty of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement, (4) any action
or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VIII
of the Merger Agreement not being fulfilled and (5) any action that would preclude Acquiror from filing with the SEC a registration
statement on Form S-4 as contemplated by the Merger Agreement; and (B) not to approve or otherwise consent to any matter referred
to in any of sub-clauses (1) through (5) of the preceding clause (A); provided, that as of the effective date of the Merger,
no amendment, modification or waiver of the Merger Agreement that has not been approved by such Stockholder shall have occurred
that would reasonably be expected to adversely affect the economic benefits that such Stockholder would reasonably expect to receive
pursuant to the Merger other than in a de minimis amount.


 






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Notwithstanding
anything to the contrary in this Section 1(a), this Section 1(a) shall not apply to (i) any proposal submitted to
any of the Stockholders holding the number of shares of Company Capital Stock required by the terms of Section 280G(b)(5)(B) of
the Code, whether at a meeting or in an action by written consent, to render the parachute payment provisions of Section 280G
inapplicable to any and all payments or benefits provided pursuant to any employee benefit plan or other Company Contracts (as
defined below) that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit
that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the
Code or (ii) any actions requested by or consented to by Acquiror.


 


(b) During
the Restricted Period, each Stockholder shall not, and shall cause such Stockholder’s Affiliates not to, directly or indirectly,
(i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning any View
Company to any Person relating to, an Acquisition Proposal or Alternative Transaction or afford to any Person access to the business,
properties, assets or personnel of any View Company in connection with an Acquisition Proposal or Alternative Transaction, (ii)
enter into, or encourage any View Company to enter into, any acquisition agreement, merger agreement or similar definitive agreement,
or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition
Proposal or Alternative Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover
Laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort
or attempt by any Person to make an Acquisition Proposal or Alternative Transaction.


 


(c) Each
Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived, any rights to seek appraisal, rights
of dissent or any similar rights in connection with the Merger Agreement and the Merger, including under Section 262 of the Delaware
General Corporation Law (the “DGCL”), that such Stockholder may have with respect to the Stockholder Shares
owned beneficially or of record by such Stockholder.


 


(d) Subject
to and conditioned upon the Closing, each Stockholder hereby agrees to terminate, effective immediately prior to the Effective
Time, to the extent such Stockholder is a party thereto, (i) (A) that certain Eighth Amended and Restated Investors’ Rights
Agreement in respect of the Company, dated as of November 21, 2018, as amended and/or restated from time to time, (B) that certain
Eighth Amended and Restated Right of First Refusal and Co-Sale Agreement in respect of the Company, dated as of November 21, 2018,
as amended and/or restated from time to time, and (C) that certain Tenth Amended and Restated Voting Agreement in respect of the
Company, dated as of November 21, 2018, as amended and/or restated from time to time (the “Voting Agreement”),
and (ii) if applicable to such Stockholder, any rights under any side letter between such Stockholder and the Company.


 






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Section
2 Irrevocable Proxy. Each Stockholder hereby revokes any proxies that such Stockholder has heretofore granted with respect
to such Stockholder’s Stockholder Shares (other than pursuant to Section 9(h) of the Voting Agreement), hereby irrevocably
constitutes and appoints Acquiror as attorney-in-fact and proxy in accordance with the DGCL for and on such Stockholder’s
behalf, for and in such Stockholder’s name, place and stead, in the event that such Stockholder fails to comply in any material
respect with his, her or its obligations hereunder in a timely manner, to vote the Stockholder Shares of such Stockholder and
grant all written consents thereto, in each case in accordance with the provisions of Sections 1(a)(i) and (ii)
and represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were
personally present at any meeting held for the purpose of voting on the foregoing. The foregoing proxy is coupled with an interest,
is irrevocable (and, with respect to any Stockholder that is an individual, as such shall survive and not be affected by the death,
incapacity, mental illness or insanity of the Stockholder) until the end of the Restricted Period and shall not be terminated
by operation of Law or upon the occurrence of any other event other than following a termination of this Agreement pursuant to
Section 6.13. Each Stockholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder,
to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. Each Stockholder
hereby affirms that the irrevocable proxy set forth in this Section 2 is given in connection with the execution by Acquiror
of the Merger Agreement and that such irrevocable proxy is given to secure the obligations of such Stockholder under Section
1. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees
not to grant any proxy that conflicts or is inconsistent with the proxy granted to Acquiror in this Agreement.


 


Section
3 Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Acquiror, severally
and not jointly, as follows:


 


3.1. Authorization.
If such Stockholder is an individual, such Stockholder has all requisite capacity to execute and deliver this Agreement, to perform
such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If such Stockholder is
not an individual, such Stockholder (a) is a corporation, partnership, limited liability company, trust or other entity duly organized,
validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction
of incorporation or organization, (b) has all requisite power and authority to execute and deliver this Agreement, to perform
such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, and (c) the execution,
delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated
hereby have been duly and validly authorized by all necessary action on the part of such Stockholder and no other proceedings
on the part of any such Stockholder or such Stockholder’s equityholders are necessary to authorize the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby except as have been obtained prior to the date of
this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due execution
and delivery by Acquiror, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder
in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general
equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought.


 






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3.2. Consents
and Approvals; No Violations.


 


(a) With
the exception of any notification or approval that the Company or such Stockholder is required to provide under the terms of any
applicable Laws, as set forth on Schedule II hereto, the execution, delivery and performance of this Agreement by such
Stockholder and the consummation by such Stockholder of the transactions contemplated hereby do not and will not require any filing
or registration with, notification to, or authorization, permit, license, declaration, Governmental Order, consent or approval
of, or other action by or in respect of, any Governmental Authority or Nasdaq on the part of such Stockholder.


 


(b) The
execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions
contemplated by this Agreement do not and will not (i) conflict with or violate any provision of the organizational documents
of such Stockholder if such Stockholder is not an individual, (ii) conflict with or violate, in any respect, any Law applicable
to such Stockholder or by which any property or asset of such Stockholder is bound, (iii) require any consent or notice, or result
in any violation or breach of, or conflict with, or constitute (with or without notice or lapse of time or both) a default (or
give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, result in the loss of any benefit
under, or result in the triggering of any payments (including any right of acceleration of any royalties, fees, profit participations
or other payments to any Person) pursuant to, any of the terms, conditions or provisions of any Contract to which such Stockholder
is a party or by which any of such Stockholder’s properties or assets are bound or any Governmental Order or Law applicable
to such Stockholder or such Stockholder’s properties or assets, or (iv) result in the creation of a Lien on any property
or asset of such Stockholder, except in each case as would not reasonably be expected, either individually or in the aggregate,
to materially impair the ability of such Stockholder to timely perform its obligations hereunder or to timely consummate the transactions
contemplated hereby.


 


3.3. Ownership
of Stockholder Shares. Such Stockholder (a) has good and valid title to and holds of record all of the Stockholder Shares
listed next to the name of such Stockholder on Schedule I, free and clear of all Liens (other than Liens arising under
applicable securities Laws or as would not otherwise restrict the performance of any of such Stockholder’s obligations pursuant
to this Agreement), (b) has the sole voting power with respect to such Stockholder Shares and (c) has not entered into any voting
agreement (other than this Agreement and the Voting Agreement) with or granted any Person any proxy (revocable or irrevocable)
with respect to such Stockholder Shares (other than this Agreement and Section 9(h) of the Voting Agreement) (except as would
not otherwise restrict the performance of any of such Stockholder’s obligations pursuant to this Agreement). Except as set
forth on Schedule I, neither such Stockholder nor any family member of such Stockholder (if such Stockholder is an individual)
nor any of the Affiliates of such Stockholder or of such family member of such Stockholder (or any trusts for the benefit of the
foregoing) owns, of record or beneficially, or has the right to acquire any securities of the Company. With respect to any written
consent of the stockholders of the Company referred to in clause (B) of Section 1(a)(i), such Stockholder or such Stockholder’s
Permitted Transferee (as defined hereinafter) will be the sole record and beneficial owner of all of the Stockholder Shares listed
next to the name of such Stockholder on Schedule I, free and clear of all Liens (other than Liens arising under applicable
securities Laws or as would not otherwise restrict the performance of any of such Stockholder’s obligations pursuant to
this Agreement), except with respect to any Stockholder Shares transferred pursuant to a Permitted Transfer (as defined hereinafter).


 






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3.4. Contracts
with Company. Except for (a) the Contracts set forth in Section 1(d) of this Agreement, (b) any Contract listed in Schedules
3.5(f) and 3.18 of the Company Disclosure Letter and (c) any agreement pursuant to which such Stockholder purchased or received
any Stockholder Shares, Company Options or Company Warrants which was shared with Acquiror in the Company’s virtual data
room for the Merger and the Transactions, neither such Stockholder nor any family member of such Stockholder (if such Stockholder
is an individual) nor any of the Affiliates of such Stockholder or of such family member of such Stockholder is a party to any
Contract with the Company and/or any of its Subsidiaries.


 


3.5. Independent
Advice. Such Stockholder has carefully reviewed the Merger Agreement and the other documentation relating to the Merger and
the Transactions (including the Ancillary Agreements to which the Company or any of its Subsidiaries is a party), and has had
an opportunity to discuss the Merger Agreement, such other documentation (including the Ancillary Agreements to which the Company
or any of its Subsidiaries is a party) and this Agreement with legal, financial and tax advisors of his, her or its own choosing.


 


Section
4 No Transfers.


 


(a) Each
Stockholder hereby agrees not to, during the Restricted Period, Transfer (as defined below), or cause to be Transferred, any Stockholder
Shares, Company Options or Company Warrants owned of record or beneficially by such Stockholder, or any voting rights with respect
thereto (“Subject Securities”), or enter into any Contract with respect to conducting any such Transfer. Each
Stockholder hereby authorizes Acquiror to direct the Company to impose stop, transfer or similar orders to prevent the Transfer
of any Subject Securities on the books of the Company in violation of this Agreement. Any Transfer or attempted Transfer of any
Subject Securities in violation of any provision of this Agreement shall be void ab initio and of no force or effect.


 


(b) “Transfer”
means (i) any direct or indirect sale, tender pursuant to a tender or exchange offer, assignment, encumbrance, disposition, pledge,
hypothecation, gift or other transfer (by operation of law or otherwise), either voluntary or involuntary, of any capital stock,
options or warrants or any interest (including any beneficial ownership interest) in any capital stock, options or warrants (including
the right or power to vote any capital stock) or (ii) in respect of any capital stock, options or warrants or interest (including
any beneficial ownership interest) in any capital stock, options or warrants to directly or indirectly enter into any swap, derivative
or other agreement, transaction or series of transactions, in each case referred to in this clause (ii) that has an exercise or
conversion privilege or a settlement or payment mechanism determined with reference to, or derived from the value of, such capital
stock, options or warrants and that hedges or transfers, in whole or in part, directly or indirectly, the economic consequences
of such capital stock, options or warrants or interest (including any beneficial ownership interest) in capital stock, options
or warrants whether any such transaction, swap, derivative or series of transactions is to be settled by delivery of securities,
in cash or otherwise. A “Transfer” shall not include the transfer of Subject Securities by a Stockholder to
such Stockholder’s estate, such Stockholder’s immediate family, to a trust for the benefit of such Stockholder’s
family, by will, other testamentary document or under the laws of intestacy upon the death of such Stockholder or to an Affiliate
of such Stockholder (each such transferee a “Permitted Transferee” and each such transfer, a “Permitted
Transfer”). As a condition to any Permitted Transfer, the applicable Permitted Transferee shall be required to evidence
in a writing such Transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect
as such transferring Stockholder (such a writing, a “Joinder”). References to “the parties hereto”
and similar references shall be deemed to include any later party signing a Joinder.


 






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(c) Each
Stockholder hereby agrees not to, and not to permit any Person under such Stockholder’s control to deposit any of such Stockholder’s
Stockholder Shares in a voting trust or subject any of the Stockholder Shares owned beneficially or of record by such Stockholder
to any arrangement with respect to the voting of such Stockholder Shares other than agreements entered into with Acquiror or Merger
Sub.


 


Section
5 Waiver and Release of Claims. Each Stockholder covenants and agrees, severally with respect to such Stockholder only
and not with respect to any other Stockholder, as follows:


 


(a) Effective
as of the Closing, subject to the limitations set forth in paragraph (c) below, each Stockholder, on behalf of such Stockholder
and his, her or its Affiliates (or, solely with respect to SVF Excalibur (Cayman) Limited, such Stockholder’s controlled
Affiliates) and his, her or its respective successors, assigns, representatives, administrators, executors and agents, and any
other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release,
waive and forever discharge each of the Company, Acquiror, Merger Sub, CF Finance Holdings II, LLC and each of their respective
past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and (except with respect
to Acquiror, Merger Sub and CF Finance Holdings II, LLC) Affiliates, from any and all past or present claims, demands, damages,
judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly
or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing
(each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out
of or relating to (i) the Stockholder’s capacity as a current or former stockholder, officer or director, manager,
employee or agent of the Company or any of its predecessors or Affiliates (or its capacity as a current or former trustee, director,
officer, manager, employee or agent of any other entity in which capacity he is or was serving at the request of the Company or
any of its Subsidiaries) or (ii) any Contract with the Company or any of its Subsidiaries entered into or established prior
to the Closing, including any stockholders agreements, equity purchase agreements or previous noncompetition agreements (the “Company
Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including
any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder,
is hereby terminated in its entirety with respect to such Stockholder.


 


(b) Each
Stockholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she
or it now knows or believes to be true with respect to the subject matter of this Agreement, and that he, she or it may hereafter
come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder,
but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully,
finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Stockholders acknowledges
that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery
or existence of any such additional facts or different understandings of law. Each Stockholder knowingly and voluntarily waives
and releases any and all rights and benefits he, she or it may now have, or in the future may have, under Section 1542 of the
California Civil Code (or any analogous law of any other state), which reads as follows:


 






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“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.”


 


Each
Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such
Stockholder the right not to release existing claims of which the Stockholder is not aware, unless the Stockholder voluntarily
chooses to waive this right. Having been so apprised, each Stockholder nevertheless hereby voluntarily elects to and does waive
the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks
for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of
or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective at the
Closing. Each Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided
pursuant to this Section 5 and that, without such waiver, Acquiror would not have agreed to the terms of this Agreement.


 


(c) Notwithstanding
the foregoing provisions of this Section 5 or anything to the contrary set forth herein, no Stockholder releases or discharges,
and each Stockholder expressly does not release or discharge, any Claims: (i) that arise under or are based upon the terms
of the Merger Agreement, any of the Ancillary Agreements, any Letter of Transmittal or any other document, certificate or Contract
executed or delivered in connection with the Merger Agreement; or (ii) for indemnification, contribution, set-off, reimbursement
or similar rights pursuant to any certificate of incorporation or bylaws of the Company or any of its Subsidiaries with respect
to such Stockholder, any of its Affiliates or their respective designated members of the board of directors of the Company or
any of its Subsidiaries solely to the extent set forth in Section 5.4 of the Merger Agreement.


 


(d) Notwithstanding
the foregoing provisions of this Section 5, nothing contained in this Agreement shall be construed as an admission by any
party hereto of any liability of any kind to any other party hereto.


 


Section
6 General.


 


6.1. Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail
return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service,
or (iv) when delivered by email during normal business hours at the location of the recipient, and otherwise on the next following
Business Day, addressed as follows:


 






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If
to Acquiror:


 


CF
Finance Acquisition Corp. II


110
East 59th Street


New
York, New York 10022


Email:
CFFinanceII@cantor.com


Attention:
Chief Executive Officer


 


with
a copy to (which shall not constitute notice):


 


Hughes
Hubbard & Reed LLP

One Battery Park Plaza

New York, NY 10004

Attention: Kenneth A. Lefkowitz

Facsimile: +1 212 299-6557

Email: ken.lefkowitz@hugheshubbard.com


 


If
to a Stockholder, at such Stockholder’s address set forth on Schedule I.


 


6.2. Headings;
Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts,
and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document,
but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted
by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed
counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed
counterparts of this Agreement.


 


6.3. Entire
Agreement. This Agreement, including the documents and the instruments referred to herein, together with the Merger Agreement
and each Ancillary Agreement to which a Stockholder is a party constitute the entire agreement among the parties to this Agreement
relating to the Transactions and supersede any other agreements whether written or oral, that may have been made or entered into
by or among any of the parties hereto or any of their respective Subsidiaries relating to the Transactions. No representations,
warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between such parties
except as expressly set forth in this Agreement, the Merger Agreement and each Ancillary Agreement to which a Stockholder is a
party.


 


6.4. Governing
Law; Jurisdiction; Waiver of Jury Trial. Sections 10.7 and 10.14 of the Merger Agreement shall apply to this Agreement mutatis
mutandis.


 






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6.5. Amendments.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the
same manner as this Agreement and which makes reference to this Agreement.


 


6.6. Failure
or Delay Not Waiver; Remedies Cumulative. No provision of this Agreement may be waived except by a written instrument signed
by the party against whom such waiver is to be effective. Any agreement on the part of a party to any such waiver shall be valid
only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure
or delay on the party of any party in the exercise of any right hereunder shall impair such right or be construed to be a waiver
of or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of any rights or remedies otherwise available.


 


6.7. Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of Law or otherwise by any Stockholder without the prior written consent of Acquiror. Acquiror may assign its
rights, interests or obligations under this Agreement to any of its Affiliates in conjunction with a valid assignment of its rights,
interests or obligations under the Merger Agreement. Any purported assignment in violation of the preceding two sentences shall
be null and void ab initio. Subject to this Section 6.7, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and permitted assigns.


 


6.8. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is,
to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions
necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and,
to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held
invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.


 


6.9. Enforcement.
The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this 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 Agreement and to specific enforcement of the terms and
provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the event
that any Action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party
hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing
or posting of any bond in connection therewith.


 


6.10. Costs
and Expenses. Each party to this Agreement will pay his, her or its own costs and expenses (including legal, accounting and
other fees) relating to the negotiation, execution, delivery and performance of this Agreement.


 






    	 	-10-	 



    	 



    

 


6.11. No
Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership
between any of the parties hereto. Except as provided otherwise in Section 2, no party is by virtue of this Agreement authorized
as an agent, employee or legal representative of any other party. Without in any way limiting the rights or obligations of any
party hereto under this Agreement, prior to the Effective Time, (i) no party shall have the power by virtue of this Agreement
to control the activities and operations of any other and (ii) no party shall have any power or authority by virtue of this Agreement
to bind or commit any other party. No party shall hold itself out as having any authority or relationship in contravention of
this Section 6.11.


 


6.12. Publicity.


 


(a) All
press releases or other public communications of any Stockholder relating to this Agreement and the Transactions shall be subject
to the prior written approval of Acquiror, which approval shall not be unreasonably withheld by any party; provided, that
no Stockholder shall be required to obtain consent pursuant to this Section 6.12(a) to the extent any proposed release
or statement is substantially equivalent to the information that has previously been made public without breach of the obligation
under this Section 6.12(a) by (i) such Stockholder or (ii) to such Stockholder’s knowledge, any other party to this
Agreement.


 


(b) The
restriction in Section 6.12(a) shall not apply to the extent the public announcement is required by applicable securities
Law, any Governmental Authority or stock exchange rule; provided, however, that in such an event, the Stockholder
making the announcement shall use its reasonable efforts to consult with Acquiror in advance as to its form, content and timing.


 


6.13. Termination.
This Agreement shall terminate at the conclusion of the Restricted Period; provided, however, that no termination
of this Agreement shall relieve or release any Stockholder from any obligations or liabilities arising out of such Stockholder’s
breaches of this Agreement prior to such termination.


 


6.14. Capacity
as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the
Company, and not in such Stockholder’s capacity as a director (including “director by deputization”), officer
or employee of the Company, if applicable. Nothing herein shall be construed to limit or affect any actions or inactions by such
Stockholder or any representative of Stockholder, as applicable, serving as a director of the Company or any Subsidiary of the
Company, acting in such person’s capacity as a director of the Company or any Subsidiary of the Company (it being understood
and agreed that the Merger Agreement contains provisions that govern the actions or inactions by the directors of the Company
with respect to the Merger and the other Transactions).


 


[The
next page is the signature page]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Stockholder Voting Agreement as of the date first written above.


 





	 	CF
    FINANCE ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Stockholder Voting
Agreement]


  




     

    	 



    

 


		 	[STOCKHOLDER]






 





[Signature Page to Stockholder Voting
Agreement]

 




     

    	 



    

 


SCHEDULE
I


 


	Stockholder
    & Notice Address	Shares
    and Class of Company Capital Stock	Company
    Options	Company
    Warrants (by class)	Beneficial
    or Record Ownership
	SVF
        Excalibur (Cayman) Limited

        69
        Grosvenor Street

        London,
        31K 3JP, United Kingdom
	Common:

        24,477,839

         

        Series
        H:

        2,500,000,000
	N/A	N/A	2,524,477,839
	Madrone
        Entities

        3000
        Sand Hill Road

        Building
        1, Suite 150

        Menlo
        Park, CA 94025
	 	 	 	 
	  Madrone
    Partners, L.P.	Common:

        5,220,144

         

        Series
        A:

        196,523

         

        Series
        B:

        7,916,667

         

        Series
        E:

        105,124,951

         

        Series
        G:

        954,021,298

         

        Series
        H:

        8,522,728
	N/A	Series
        H:

        44,969,566
	1,125,971,877
	 View
    Stakeholders, LLC	Series
        C:

        7,903,779

         

        Series
        D:

        16,434,261

         

        Series
        E:

        69,989,637

         

        Series
        F:

        862,183
	N/A	N/A	95,189,860
	Guardians
        of New Zealand

                                                                                                                                                                                                               Superannuation

        Level
        12, Jarden House

        21
        Queen Street

        Auckland
        1010, New Zealand
	Common:

        5,220,143

         

        Series
        A:

        196,524

         

        Series
        B:

        7,916,666

         

        Series
        F:

        130,159,487

         

        Series
        G:

        848,148,908
	N/A	Series
        H:

        16,235,754
	1,007,877,482



 






     

    	 



    

 


	Rao
        Mulpuri

        21142
        Sarahills Drive

        Saratoga,
        CA 95070
	Common:
    10,021,783	554,330,069	N/A	564,351,852
	Vidul
        Prakash

        832
        Nash Rd

        Los
        Altos, CA 94024
	N/A	50,000,000	N/A	50,000,000
	Rahul
        Bammi

        1840
        Grant Park Lane

        Los
        Altos, CA 94024
	N/A	94,421,803	N/A	94,421,803
	Martin
        Neumann

        1780
        Baynard Loop

        E Germantown, TN 38139
	N/A	21,485,000	N/A	21,485,000
	Nitesh
        Trikha

        2731
        Huff Drive

        Pleasanton,
        CA 94588
	N/A	18,500,000	N/A	18,500,000
	Sridhar
        Kailasam

        41429
        Paseo Padre Parkway

        Fremont,
        CA 94539
	Common:

        350,000
	21,400,000	N/A	21,750,000
	Anshu
        Pradhan

        520
        Hunters Mill Cove

        Collierville,
        TN 38017
	Common:

        425,000
	21,500,000	N/A	21,925,000
	William
        Krause

        350
        Edinburgh Circle Danville, CA 94526
	N/A	13,500,000	N/A	13,500,000
	Harold
        Hughes

        27035
        Old Trace Lane

        Los
        Altos Hill, CA 94022
	N/A	12,000,000	N/A	12,000,000
	Tom
        Leppert

        2
        Bretton Woods Way

        Dallas,
        TX 75220
	N/A	12,250,000	N/A	12,250,000
	William
        Veghte

        1015
        Lemon Street

        Menlo
        Park, CA 94025
	N/A	10,000,000	N/A	10,000,000
	  Total	Common:

        45,714,909

         

        Series
        A:

        393,047

         

        Series
        B:

        15,833,333

         

        Series
        C:

        7,903,779

         

        Series
        D:

        16,434,261

         

        Series
        E:

        175,114,588

         

        Series
        F:

        131,021,670

         

        Series
        G:

        1,802,170,206

         

        Series
        H:

        2,508,522,728
	829,386,872	Series
        H:

        61,205,320
	5,593,700,713