Exhibit 10.45


 


THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


CF
CORPORATION


CONVERTIBLE
PROMISSORY NOTE


 


	Not to Exceed $1,500,000.00	November 29, 2017


 


FOR
VALUE RECEIVED and subject to the conversion features set forth herein, CF Corporation, a Cayman Islands exempted company (the
“Company”), promises to pay to CF Capital Growth, LLC (“Holder”), or its registered assigns,
in lawful money of the United States of America, a principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00),
or such lesser amount as shall equal the outstanding principal amount hereof (this “Note”). All unpaid principal
shall be due and payable on the Maturity Date, unless accelerated upon the occurrence of an Event of Default (as defined below).
Holder may make advances to the Company from time to time under this Note; provided, however,
that notwithstanding anything to the contrary herein, at no time shall the aggregate of all advances and readvances outstanding
under this Note exceed $1,500,000.00.


 


The following is a statement
of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note,
agrees:


 


1.            Definitions.
As used in this Note, the following capitalized terms have the following meanings:


 


(a)          “Business
Combination” shall mean the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.


 


(b)          “Ordinary
Shares” shall mean the Class A Ordinary Shares, $0.0001 par value per share, of the Company.


 


(c)          The
“Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume
the obligations of the Company under this Note.


 


(d)          “Event
of Default” has the meaning given in Section 4 hereof.


 


(e)          “Holder”
shall mean the Person specified in the introductory paragraph of this Note, or any Person who shall at the time be the registered
holder of this Note.


 


(f)          “Maturity
Date” shall mean the earlier of (i) the consummation of a Business
Combination or (ii) May 25, 2018.


 


(g)          “Person”
shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited
liability company, an unincorporated association, a joint venture or other entity or a governmental authority.


 


(h)          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 




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(i)          “Sponsor
Warrants” means those warrants entitling the holder thereof
to purchase one Ordinary Share of the Company at an exercise price of $11.50 per share as more fully described in the prospectus
for the Company’s initial public offering filed
with the Securities and Exchange Commission on May 20, 2016.


 


2.            Investment,
Experience, Accredited Investor. Holder is acquiring this Note for investment for its own account, not as a nominee or
agent, and not with a view to, or for resale in connection with, any distribution thereof. Holder understands that the acquisition
of this Note involves substantial risk.  Holder has experience as an investor in securities of companies and acknowledges
that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting
its own interests in connection with this investment.


 


3.            Prepayment.
Any of the outstanding principal amount to date under this Note may be prepaid by the Company, at its election and without penalty,
without the consent of Holder.


 


4.           Events
of Default. The occurrence of any of the following shall constitute an “Event of Default” under this
Note:


 


(a)          Failure
to Pay. The Company shall fail to pay when due any principal payment on the Maturity Date hereof; or


 


(b)          Voluntary
Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its
inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its
creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect
or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case
or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or


 


(c)          Involuntary
Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the
Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar
law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or
discharged within 60 days of commencement.


 


5.            Rights
of Holder upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described
in Sections 4(b) or 4(c)) and at any time thereafter during the continuance of such Event of Default, Holder
may, by written notice to the Company, declare all outstanding obligations payable by the Company hereunder to be immediately due
and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon
the occurrence or existence of any Event of Default described in Sections 4(b) and 4(c), immediately and without
notice, all outstanding obligations payable by the Company hereunder shall automatically become immediately due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.


 


6.            Conversion.


 


(a)          Optional
Conversion. At the option of Holder, any amounts outstanding under this Note may be converted into warrants (“Warrants”)
to purchase Ordinary Shares at a conversion price of $1.00 per warrant (the “Warrant Conversion Price”). Each
Warrant will entitle Holder to purchase one Ordinary Share at an exercise price of $11.50 per share, commencing 30 days after the
completion of a Business Combination. Each warrant will contain such other terms identical to the Sponsor Warrants. Before this
Note may be converted under this Section 6(a), Holder shall surrender this Note, duly endorsed, at the office of the
Company and shall state therein the amount of the unpaid principal of this Note to be converted and the name or names in which
the certificates for Warrants are to be issued. The conversion shall be deemed to have been made immediately prior to the close
of business on the date of the surrender of this Note and the Person or Persons entitled to receive the Warrants upon such conversion
shall be treated for all purposes as the record holder or holders of such Warrants as of such date. For the avoidance of doubt,
in the event that all principal on this Note has been paid in full on or prior to the Maturity
Date, then Holder shall not be entitled to convert any portion of this Note into Warrants.


 




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(b)          Remaining
Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to remain
outstanding and to be subject to the terms and conditions of this Note.


 


(c)          Fractional
Warrants; Effect of Conversion. No fractional warrants shall be issued upon conversion of this Note. In lieu of issuing any
fractional warrants to Holder upon the conversion of this Note, the Company shall pay to Holder an amount equal to the product
obtained by multiplying the Warrant Conversion Price by the fraction of a warrant not issued pursuant to the previous sentence.
Upon conversion of this Note in full and the payment of any amounts specified in this Section 6(c), this Note shall
be cancelled and void without further action of the Company or Holder, and the Company shall be forever released from all its obligations
and liabilities under this Note.


 


7.            Successors
and Assigns. Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and
obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees
of the parties.


 


8.            Waiver
and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company.


 


9.          Transfer
of this Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this
Note or securities into which such Note may be converted, Holder shall give written notice to the Company prior thereto, describing
briefly the manner thereof, together with (i) a written opinion reasonably satisfactory to the Company in form and substance from
counsel reasonably satisfactory to the Company to the effect that such offer, sale or other distribution may be effected without
registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired
transferee reasonably satisfactory to the Company in form and substance agreeing to be bound by the restrictions on transfer contained
herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgment,
the Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Note or such securities,
all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9
that the opinion of counsel for Holder, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably
satisfactory to the Company, the Company shall so notify Holder promptly after such determination has been made. Each Note thus
transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities
Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities
Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the
foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the
Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof
as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever,
whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.


 


10.         Assignment
by the Company. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation
of law or otherwise, in whole or in part, by the Company without the prior written consent of Holder.


 


11.         Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing
and faxed, e-mailed, mailed or delivered to each party at the respective addresses of the parties as set forth below, or at such
other address or facsimile number as the Company shall have furnished to Holder, or Holder to the Company, in writing. All such
notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally,
(iii) one business day after being delivered by facsimile or e-mail (with receipt of appropriate confirmation), (iv) one
business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited
in the U.S. mail, first class with postage prepaid.


 




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If to the Company:


 


CF Corporation


1701 Village Center Drive


Las Vegas, Nevada 89134


Attention: Douglas B. Newton


 


If to Holder:


 


CF Capital Growth, LLC


1701 Village Center Drive


Las Vegas, Nevada 89134


Attention: Douglas B. Newton


 


12.         Waivers.
The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and
all other notices or demands relative to this instrument.


 


13.         Disputes.
The Company hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by Holder on
this Note, any and every right it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein
and (iv) have the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall prevent
or prohibit the Company from instituting or maintaining a separate action against Holder with respect to any asserted claim.


 


14.         Final
Agreement. This Note represents the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.


 


15.         Governing
Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York, or of any other
state.


 


[Signature page follows]


 




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The Company has caused this Note to be issued
as of the date first written above.


 


	 	CF CORPORATION
	 	a Cayman Islands exempted company
	 	 
	 	By:	/s/ Douglas B. Newton
	 	Name:	Douglas B. Newton
	 	Title:	Chief Financial Officer
	 	 	 


 


	Agreed and Acknowledged:	 
	 	 
	CF CAPITAL GROWTH, LLC	 
	By: CC Capital Management, LLC, its member	 
	 	 	 
	By:	/s/ Chinh E. Chu	 
	Name:	Chinh E. Chu	 
	Title:	Sole Member	 


 


[Signature Page to
Convertible Promissory Note]