Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [     ], 2020, by and between CF Finance Acquisition Corp. III,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-249367 (the Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald &
Co. as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus,
$200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement)
(or $230,000,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Stockholders,” and the Public Stockholders and the Company will be
referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW, THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The
Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at J.P. Morgan Chase Bank, N.A. and (or at another U.S chartered commercial bank with consolidated assets of $100 billion or more)
at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the
Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the trustee may earn bank credits and other consideration.


 


(d) Collect and receive, when due, all
interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein; 


 


(e) Promptly notify the Company and the
Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 






    	 	 	 



     


    

 


(f) Supply any necessary information or
documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the
tax returns relating to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as
either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board
of directors of the Company (the “Board”) or other authorized officer of the Company (and, in the case
of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest (net of taxes, less up to $100,000 of interest that may be released to the
Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or
(y) upon the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may
be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest (net of taxes, less up to $100,000 of interest that may be released to the Company to
pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the
Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the
principal amount per share initially deposited in the Trust Account; provided, further, that if the tax
to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the
franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the
Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall
constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look
beyond said request;


 


(k) Upon written request from the
Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute (from a segregated account) on behalf of the Company to the Public Stockholders of record as of such
date the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted
in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business
Combination (as defined below) or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute
said funds, and the Trustee shall have no responsibility to look beyond said request; and 


 






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(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(k) above.


 


2. Agreements and Covenants of the
Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or other authorized officer of the Company. In addition, except with respect
to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses, including reasonable outside
counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it as permitted hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for any expenses and losses arising out of, in connection with or resulting
from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the
“Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed.
The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification as agreed by the parties from time to time. It is expressly understood that the
Property shall not be used to pay such fees unless and until a Business Combination is consummated. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund
to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account or after the removal or withdrawal of the Trustee in accordance with this Agreement. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and
as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the
Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e) Provide the Representative with a
copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same; and


 


 (f) Instruct the Trustee to make
only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement.


 


3. Limitations of Liability. The
Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of, in connection with or resulting from the Trustee’s gross negligence, fraud, or
willful misconduct;


 



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(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The Company or to anyone else for
any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment in accordance with this Agreement, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 


 (k) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 


 


4. Trust Account Waiver. The
Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to
any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
have now or in the future for any reason whatsoever. In the event the Trustee has any Claim against the Company under this Agreement,
including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any
monies in the Trust Account and the Trustee hereby agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account. 


 






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5. Termination. This Agreement
shall terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New
York located in the Borough of Manhattan or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever with respect to any liability arising after such time;
or


 


(b) At such time that the Trustee has
completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
(which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


(c) If the Offering is not consummated
within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or
CF Finance Holdings III, LLC, the Company’s sponsor, as applicable, shall be returned promptly following the receipt by the
Trustee of written instructions from the Company.


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party as promptly as practicable if it has reason to believe unauthorized persons may
have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of, in connection with or resulting from the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY.


 


(c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto; provided, that an amendment to Section 1(i) shall also require the consent of the Representative.  


 


(d) This Agreement or any provision hereof
may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders.
For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together
as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder
who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend
this Agreement to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial
business combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within
the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising
out of, in connection with or resulting from the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may
rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability
to any party for executing the proposed amendment in reliance thereon. 


 






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(e) No failure or delay by a party hereto
in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate
as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under
this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The
election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.
No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or
demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party
giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


(f) Any notice, consent or request to
be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery, by facsimile or by electronic
mail:


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn:  Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


CF Finance Acquisition Corp. III


110 East 59th Street


New York, NY 10022


Attn: Howard W. Lutnick


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Email: sneuhauser@egsllp.com


 


and


 


Cantor Fitzgerald & Co.


110 East 59th Street


New York, NY 10022


Attn: General Counsel


Fax No.: (212) 829-4708


  






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and


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: Jeffrey Gallant, Esq.


Email: JGallant@graubard.com


 


(g) Each of the Company and the Trustee
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance.


 


(h) This Agreement is the joint product
of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company and the Trustee
hereby acknowledges and agrees that Cantor Fitzgerald & Co. on behalf of the Underwriters is a third party beneficiary of this
Agreement.


 


(k) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]





 






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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title: Vice President
	 	 	 
	 	CF FINANCE ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name: Howard W. Lutnick
	 	 	Title:   Chairman and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Investment Management
Trust Agreement – CF Finance Acquisition Corp. III]


 


 









    	 	 	 



     


    

  


SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to the Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i) or (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) or (k)	 	 	Prevailing rates	 


 


 






    	 	 	 



     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account  - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with             
(the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
(or such shorter time as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at
J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction
signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment
of amounts owed to public stockholders who have properly exercised their redemption rights (the “Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held
in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of
the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


[signature page follows]


 






    	 	 	 



     


    

 


	 	Very truly yours,
	 	 
	 	CF FINANCE ACQUISITION CORP. III
	 	 	 
	 	By:	                            
	 	 	Name:
	 	 	Title:


 


Agreed to and acknowledged by:


 


CANTOR FITZGERALD & CO.


 


	By: 	            	 
	Name:
	Title:


 









    	 	 	 



     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account  - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”) and Continental
Stock Transfer & Trust Company (the “Paying Agent”), dated as of [ ], 2020 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company
has selected             (1) as the effective date
for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You
agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall
be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	(1)	24 months from the closing of the Offering.


 


	 	Very truly yours,
	 	 
	 	CF Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor Fitzgerald & Co.


 









    	 	 	 



     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account -Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $         of the interest income
earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	CF Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor Fitzgerald & Co.


 









    	 	 	 



     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account  - Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $        
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business
combination or to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account
held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	CF Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Cc:	Cantor Fitzgerald & Co.