Exhibit 10.5


 


PRIVATE PLACEMENT
UNITS PURCHASE AGREEMENT


 


This PRIVATE PLACEMENT
UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [     ] day of [   ] 2020, by and between CF Finance
Acquisition Corp. III, a Delaware corporation (the “Company”), and  CF Finance Holdings III, LLC,
a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th
Street, New York, NY 10022.


 


WHEREAS, the Company
desires to sell to Subscriber on a private placement basis (the “Offering”) an aggregate of 500,000 units (the
“Units”) of the Company, each Unit comprised of one share of Class A common stock of the Company, par value
$0.0001 per share (“Common Stock”), and one-third of one warrant to purchase one share of Common Stock (“Warrant”),
for a purchase price of $5,000,000, or $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred
to as the “Warrant Shares”.  The shares of Common Stock underlying the Units (excluding the Warrant
Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying the Units are hereinafter
referred to as the “Placement Warrants.”  The Units, Placement Shares, Placement Warrants and Warrant
Shares, collectively, are hereinafter referred to as the “Securities.”  Each Placement Warrant is
exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share during the period commencing on the
later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the “IPO”)
and (ii) 30 days following the consummation of the Company’s initial business combination (the “Business Combination”),
as such term is defined in the registration statement in connection with the IPO, as amended at the time it becomes effective (the
“Registration Statement”), and expiring on the fifth anniversary of the consummation of the Business Combination;
and


 


WHEREAS, Subscriber
wishes to purchase 500,000 Units for a purchase price of $5,000,000 and the Company wishes to accept such subscription from Subscriber.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1.  Agreement
to Subscribe


 


1.1.
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, Subscriber hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below) the Units
in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall deliver (via book
entry) to Subscriber the Securities purchased.


  


1.2.   Purchase
Price.  As payment in full for the Units being purchased under this Agreement, Subscriber shall pay an aggregate of $5,000,000
(the “Purchase Price”) by wire transfer of immediately available funds or by such other method as may be reasonably
acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution
to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”),
no later than the Closing Date (as defined below).


 


1.3.
Closing. The closing of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO (the “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of Ellenoff Grossman &
Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be agreed
upon by the parties hereto.


 


1.4   Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the IPO does not close
prior to March 31, 2021.


  


2.   Representations
and Warranties of Subscriber


 


Subscriber represents
and warrants to the Company that:


 


2.1. No
Government Recommendation or Approval.  Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the Company or the Offering of the Securities.


 






    	 	 	 



     


    

 


2.2.
Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the
sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors”
under the Securities Act and similar exemptions under state law.


 


2.3.
Intent.  Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or
for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider
Letter”) to be entered into with respect to the Securities between, among others, Subscriber  and the Company,
as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement
to sell the Securities to or through any person or entity except as may be permitted under the Insider Letter.  Subscriber
shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


  


2.4.
Restrictions on Transfer.  Subscriber acknowledges and understands the Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act.  The Securities have not been registered
under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities,
such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement
filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities
Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the
foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section
8 hereof. Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the
Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees
it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration
Statement).  Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business Combination
of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


2.5.  Sophisticated
Investor.


 


(i)  Subscriber
is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber is
aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,
the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6. Independent
Investigation.  Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition
of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information
concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made
available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber
has requested.


 






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2.7 Organization
and Authority.  Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.  Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


  


2.9.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any
agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject,
or any agreement, order, judgment or decree to which Subscriber is subject.


 


2.10.  No Legal
Advice from Company.  Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal
counsel and investment and tax advisors.  Except for any statements or representations of the Company made in this Agreement
and the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and
not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11.  Reliance
on Representations and Warranties.  Subscriber understands the Units are being offered and sold to Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12.  No General
Solicitation.  Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or
general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement
with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13.  Legend.  Subscriber
acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


3.  Representations,
Warranties and Covenants of the Company


 


The Company represents
and warrants to, and agrees with, Subscriber that:


 


3.1.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 230,000,000 shares of common stock, including 200,000,000 shares of Common Stock and 30,000,000 shares of Class B common
stock, $0.0001 par value per share (“Class B Common Stock”), and 1,000,000 shares of preferred
stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding
5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration
Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the
Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2
Title to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”),
each of the Placement Shares and Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of
issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, Subscriber will have or receive good title to the Units, Placement Shares
and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and pursuant to the Insider Letter and (ii) transfer restrictions under federal and state securities laws.


  






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3.3.
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted.


 


3.4.
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy, (iv) the Units, when issued and delivered in
the manner set forth herein, will constitute valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy and (v) the Placement Warrants, when issued and delivered in
the manner set forth herein, will constitute valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy.


 


3.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law, statute, rule
or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other
than any SEC or state securities filings which may be required to be made by the Company subsequent to the closing of the IPO,
and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law,
rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement
Shares, Warrants or the Warrant Shares in accordance with the terms hereof.


 


4.  Legends


 


4.1. Legend.
The Company will issue the Units, Placement Shares and Warrants, and when issued, the Warrant Shares, purchased by Subscriber in
the name of Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 






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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, CF FINANCE
ACQUISITION CORP. III AND CF FINANCE HOLDINGS III, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


  


4.2.
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 


4.3.
Company’s Refusal to Register Transfer of the Securities.  The Company shall refuse to register any transfer of
the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements
of the Securities Act and (ii) in compliance herewith and with the Insider Letter.


 


4.4
Registration Rights.  Subscriber will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into between, among others, Subscriber and
the Company, on or prior to the effective date of the Registration Statement. 


 


5. Waiver
of Liquidation Distributions.


 


In connection with
the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with
the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer
conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold
in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to
redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect
to any other provision relating to stockholders’ rights or pre-Business Combination activity.  In the event Subscriber
purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive
the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the
IPO in the event the Company fails to consummate the Business Combination.


 


6.   Terms
of Placement Warrants.


 


6.1 Terms. Each Placement
Warrant shall have the terms set forth in the Warrant Agreement. Specifically, the Placement Warrants will not be exercisable more
than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110.


 


6.2.
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or in
the event that the Company does not consummate the Business Combination within 24 months from the consummation of the IPO, unless
otherwise extended by the Company.


 


6.3.
Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such
time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company
shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a
limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested
by the Company necessary to effect the foregoing.


 






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7.  Rescission
Right Waiver and Indemnification.


 


7.1.
Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be
no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect
to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to
rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its
stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders,
Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law
or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver
is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission
rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses
in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses
reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with
any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the
Units and the transactions contemplated hereby.


 


7.2. Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or
any Claim that may arise now or in the future.


 


 


7.3.
Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section
7.


 


7.4.
Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has
offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar
that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.


 


8.   Terms
of the Units and Placement Warrants


 


8.1 The Units and their
component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts
will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business
Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by Subscriber (or any of its permitted
transferees), and may be exercisable on a “cashless” basis if held by Subscriber or its permitted transferees,
as further described in the Warrant Agreement, and (iii) the Units and component parts are being purchased pursuant to an exemption
from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup
described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed by, among others,
the Company and Subscriber on or before the date of the prospectus for the IPO or an exemption from registration is available,
and the restrictions described above in clause (i) have expired. Additionally, the Subscriber acknowledges and agrees that the
Units and their component parts will be deemed underwriting compensation by the Financial Industry Regulatory Authority (“FINRA”)
and, pursuant to FINRA Rule 5110(e)(1), may not be sold during the offering, or transferred, assigned, pledged or hypothecated
or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of the securities for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO,
except as provided in FINRA Rule 5110(e)(2).


 


8.2 Subscriber agrees to vote the Placement
Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.


 


9.  Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state, without regards to the conflicts of laws principles thereof. Any suit brought by either party shall be brought
in the state or federal courts sitting in New York County in the State of New York. The parties hereto hereby waive any right to
a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.


  






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10. Assignment;
Entire Agreement; Amendment


 


10.1.  Assignment.
Neither this Agreement nor any rights hereunder may be assigned, in whole or in part, by any party to any other person without
the prior written consent of the other party hereto except that Subscriber may assign this Agreement, or any of its rights hereunder,
to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2.  Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them with respect
to such subject matter.


 


10.3.  Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.


 


10.4.  Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors
and permitted assigns. 


 


11.   Notices


 


Unless otherwise provided
herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered
or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which
for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party
by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for
itself in such notice to the other.  Communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation
of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice
shall be deemed to be delivered when directed to an electronic mail address at which such party has consented to receive notice.


 


12.   Counterparts


 


This Agreement may
be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


13.   Survival;
Severability


 


13.1.  Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


14.   Headings.


 


The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[signature page follows]


 






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This subscription is accepted by the Company
on the [     ] day of [      ], 2020.


 


	 	
        CF FINANCE ACQUISITION CORP. III

	 	 	 
	 	By:	 
	 	 	Name: Howard W.
    Lutnick
	 	 	Title:    Chairman and Chief Executive Officer


 


Accepted and agreed on the date set forth
above.


 


	 	CF FINANCE HOLDINGS III, LLC
	 	 	 
	 	By:	 
	 	 	Name: Howard W. Lutnick  
	 	 	Title:   Chief Executive Officer


 


 


[Signature Page to Private Placement Units
Subscription Agreement – CF Finance Acquisition Corp. III]


 


 


8