Exhibit 10.17


 


ADDITIONAL EQUITY PURCHASE AGREEMENT


 


This
Additional Equity Purchase Agreement (this “Agreement”) is entered into as of June 21, 2017, between CF Corporation,
a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature
page hereof (the “Purchaser”).


 


Recitals


 


WHEREAS, in connection with the Company’s
initial public offering, the Purchaser (or an affiliate of the Purchaser) entered into a Forward Purchase Agreement with the Company,
dated April 18, 2016, as amended (the “Forward Purchase Agreement”), providing for the purchase of certain equity
securities of the Company in connection with the Company’s initial business combination transaction and for the right of
the Purchaser to be offered the opportunity to acquire additional equity securities of the Company in connection with the Company’s
initial business combination under certain circumstances;


 


WHEREAS, the Company has entered into that
certain Agreement and Plan of Merger, dated as of May 24, 2017, pursuant to which a subsidiary of the Company will acquire Fidelity
& Guaranty Life (the “Merger Agreement”) (such merger and the other transactions contemplated by the Merger
Agreement, the “Business Combination”);


 


WHEREAS, the Company has provided to the
Purchaser that certain Offering Notice, dated June 2, 2017 (the “Notice”), pursuant to which the Company offered
the Purchaser the opportunity to purchase certain additional equity securities, and provided a similar notice to other Forward
Contract Parties (such term and other capitalized terms used but not otherwise defined herein having the meanings ascribed to them
in the Forward Purchase Agreement);


 


WHEREAS, pursuant to the Notice, the Purchaser
has delivered a Receipt Notice (as defined in the Notice) to the Company accepting the Company’s offer;


 


WHEREAS, pursuant to the Notice
and the Receipt Notice, the parties wish to enter into this Agreement, pursuant to which the Purchaser shall purchase, on a private
basis, the number of Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”),
set forth on the signature page hereof (the “Shares”), on the terms and conditions set forth herein; and


 


WHEREAS, the Company has entered into or
intends to concurrently with this Agreement enter into agreements in the form of this Agreement with other Forward Contract Parties
(together with the Purchaser, the “Additional Equity Subscribers”) for the purchase of Ordinary Shares (such
Ordinary Shares together with the Shares, the “Additional Equity Shares”);


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 




     


     


    

 


Agreement


 


1.          Sale
and Purchase.


 


(a)          The
Purchaser shall purchase the number of Shares set forth on the signature page hereof for an aggregate purchase price of $10.00
multiplied by the number of Shares (the “Purchase Price”) (such issuance, sale and purchase, the “Purchase”).


 


(b)          The
Company shall require the Purchaser to purchase the number of Shares provided pursuant to Section 1(a) hereof by delivering notice
to the Purchaser, at least ten (10) Business Days before the funding of the Purchase Price to the escrow account, specifying the
number of Shares provided pursuant to Section 1(a) hereof, the anticipated date of the closing of the Business Combination (the
“Business Combination Closing”), the aggregate Purchase Price and instructions for wiring the Purchase Price
to an account of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”),
pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). At least
two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser shall
deliver the Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending the
Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers
the Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent automatically return to the Purchaser
the Purchase Price, provided that the return of the funds placed in escrow shall not terminate this Agreement or otherwise relieve
either party of any of its obligations hereunder. For the purposes of this Agreement, “Business Day” means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in the City of New York, New York.


 


(c)          The
closing of the Purchase contemplated hereby (the “Closing”) shall be held on the same date and immediately prior
to the Business Combination Closing (such date being referred to as the “Closing Date”). At the Closing, the
Company will issue and sell the Shares to the Purchaser in a private placement (the “Private Placement”) against
(and concurrently with) release of the Purchase Price by the Escrow Agent to the Company; provided, that to the extent any
Public Shares have been validly submitted for redemption in accordance with the Company’s Charter, then the Company may,
at its sole discretion, reduce the number of shares to be issued and sold to the Purchaser in the Private Placement and instead
facilitate the sale of a number of Public Shares to the Purchaser pursuant to Section 1(h) hereof equal to the number of Shares
by which the Private Placement was reduced (such shares, the “Secondary Public Shares”).


 


(d)          The
Company shall register the Purchaser as the owner of the Shares issued in the Private Placement (the “Private Placement
Shares”) in the register of members of the Company and with the Company’s transfer agent by book entry on or promptly
after (but in no event more than two (2) Business Days after) the date of the Closing.


 




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(e)          Each
register and book entry for the Private Placement Shares shall contain a notation, and each certificate (if any) evidencing the
Private Placement Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


(f)          Legend
Removal. When the Private Placement Shares are eligible to be sold without restriction under, and without the Company being
in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then, at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the
legend set forth in Section 1(e) hereof. In connection therewith, if required by the Company’s transfer agent, the Company
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without
any such legend.


 


(g)          Registration
Rights. The Purchaser shall have registration rights with respect to the Private Placement Shares as set forth on Exhibit
A (the “Registration Rights”).


 


(h)          Alternative
Transfer at the Company’s Option. If the Company elects, pursuant to the proviso to Section 1(c), to facilitate the sale
of Secondary Public Shares to the Purchaser by a holder thereof, the Purchaser shall enter into one or more share purchase agreements
in form and substance reasonably satisfactory to the Purchaser and the Company providing for the sale of such shares to the Purchaser
at a purchase price per share payable by the Purchaser equal to $10.00 per share (with any excess purchase price payable to the
seller over $10.00 (in order for the purchase price to equal the redemption price) to be paid by the Company), and the number of
Private Placement Shares to be purchased by the Purchaser under this Agreement and the corresponding Purchase Price shall immediately
be reduced by an amount equal to the aggregate number of Secondary Public Shares purchased and the aggregate purchase price paid
under such share purchase agreement(s).


 


2.          Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)          Organization
and Power. If an entity, the Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite
power and authority to carry on its business as presently conducted and as proposed to be conducted.


 




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(b)          Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (a)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained
in the Registration Rights may be limited by applicable federal or state securities laws.


 


(c)          Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


(d)          Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by
the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e)          Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired
by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further
represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell,
transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. If the Purchaser was
formed for the specific purpose of acquiring the Shares, each of its equity owners is an accredited investor as defined in Rule
501(a) of Regulation D promulgated under the Securities Act. For purposes of this Agreement, “Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f)          Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Shares, as well as the terms of the Business Combination, with the Company’s
management.


 




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(g)          Restricted
Securities. The Purchaser understands that the offer and sale of the Private Placement Shares to the Purchaser has not been,
and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Private Placement Shares are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Private Placement
Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission (the “SEC”)
and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser
acknowledges that the Company has no obligation to register or qualify the Private Placement Shares for resale, except for the
Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it
may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the
Private Placement Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which
the Company is under no obligation and may not be able to satisfy.


 


(h)          High
Degree of Risk. The Purchaser understands that its agreement to purchase the Shares involves a high degree of risk which could
cause the Purchaser to lose all or part of its investment.


 


(i)          Accredited
Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


(j)          Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the
purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial
ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(k)          No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general
solicitation, or (ii) published any advertisement in connection with the offer and sale of the Shares.


 


(l)          Residence.
If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser
set forth on the signature page hereof; if the Purchaser is a partnership, corporation, limited liability company or other entity,
then its principal place of business is the office or offices located at the address or addresses of the Purchaser set forth on
the signature page hereof.


 




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(m)         Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(n)          Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith, Credit Suisse Securities (USA) LLC Incorporated or, to its actual knowledge, any other member
of the Financial Industry Regulatory Authority (“FINRA”) that participated in the Company’s initial public
offering (the “IPO”).


 


(o)          No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf
of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall
be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and
the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser
Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the
Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).


 


3.          Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a)          Organization
and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing as an exempted
company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently
conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b)          Capitalization.
The authorized share capital of the Company consists, as of the date hereof, of:


 


(i)          400,000,000
Ordinary Shares, 69,000,000 of which are issued and outstanding and 50,000,000 Class B ordinary shares, 15,000,000 of which are
issued and outstanding. All of the issued and outstanding ordinary shares have been duly authorized, are fully paid and nonassessable
and were issued in compliance with all applicable federal and state securities laws.


 


(ii)         1,000,000
preferred shares, none of which are issued and outstanding.


 




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(c)          Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the
Company to enter into this Agreement and to issue the Private Placement Shares has been taken or will be taken prior to the Closing.
All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this
Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing has been taken
or will be taken prior to the Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and
legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in
the Registration Rights may be limited by applicable federal or state securities laws.


 


(d)          Valid
Issuance of Shares.


 


(i)          The
Private Placement Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable and free
of all preemptive or similar rights, liens, stamp taxes, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and
liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 3(e) below, the Private Placement Shares will be issued in compliance
with all applicable federal and state securities laws.


 


(ii)         No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)          Governmental
Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated
by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws.


 


(f)          Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of its Charter
or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is
bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute,
rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on
the Company or its ability to consummate the transactions contemplated by this Agreement.


 




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(g)         Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(h)         Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering
laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.


 


(i)          Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as
such.


 


(j)          No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement
in connection with the offer and sale of the Shares.


 


(k)          Issuance
Totals. Prior to or concurrently with the execution and delivery of this Agreement, the Company has or is entering into agreements
in substantially the same form as this Agreement with other Additional Equity Subscribers, providing for the purchase of an aggregate
of up to 20,000,000 Ordinary Shares (including the Shares purchased and sold under this Agreement).


 


(l)          No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be
deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the IPO or the
Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have
been made by the Purchaser Parties.


 




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4.          Additional
Agreements and Acknowledgements of the Purchaser.


 


(a)          Trust
Account.


 


(i)          The
Purchaser hereby acknowledges that it is aware that the Company has established a trust account (the “Trust Account”)
for the benefit of its public shareholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any
liquidation of the Company, except for liquidation rights, if any, the Purchaser may have in respect of any Public Shares held
by it.


 


(ii)         The
Purchaser hereby agrees that it shall have 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, except for liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser 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, except for liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(b)          No
Redemptions. The Purchaser hereby waives any and all redemption rights with respect to Public Shares held by it and agrees
that it shall not submit any Public Shares to the Company’s transfer agent for redemption in connection with the shareholder
vote to approve the Business Combination.


 


(c)          No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended, and all types of
direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers.


 




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5.          Additional
Agreements of the Company. 


 


(a)          No
Public Disclosure. The Company may not identify, or permit any of its employees, agents, representatives or affiliates to identify,
the Purchaser as an investor in the Company in any written or oral communications or issue any press release or other disclosure
of the Purchaser’s name or any derivative of any such name (whether in connection with the Company or otherwise), in each
case except (i) as authorized in writing by the Purchaser in each such instance or (ii) as required by law, legal process or regulatory
request; provided, that the Company shall, to the extent reasonably practicable, notify the Purchaser of such requirement
so that the Purchaser (or its affiliate) may seek a protective order or other appropriate remedy protecting such information prior
to such disclosure. The foregoing shall not prevent the disclosure of the Purchaser’s name and address and information concerning
the number of Company equity securities held by the Purchaser (and no other information concerning the Purchaser or any of its
affiliates) (i) in the Company’s filings with the SEC (or an exhibit thereto) if the Company is requested or required to
make such disclosure pursuant to the comments from the Staff of the SEC or FINRA or (ii) to the Company’s lawyers, independent
accountants and to other advisors and service providers who reasonably require the Purchaser’s information in connection
with the provision of services to the Company and are advised of the confidential nature of such information and are obligated
to keep such information confidential.


 


(b)          No
Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection with this Agreement
will, upon the Closing, constitute material non-public information of the Company, and following the Closing, the Company will
not provide the Purchaser with any material non-public information of the Company without the prior written consent of the Purchaser.


 


(c)          NASDAQ
Listing. The Company will use commercially reasonable efforts to maintain the listing of the Ordinary Shares on The NASDAQ
Capital Market (or another national securities exchange).


 


6.          Closing
Conditions.


 


(a)          The
obligation of the Purchaser to purchase the Shares at the Closing under this Agreement shall be subject to the fulfillment, at
or prior to the Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived
by the Purchaser:


 


(i)          The
Business Combination shall have been, or substantially concurrently with the Closing shall be, consummated in accordance with the
Merger Agreement;


 


(ii)         The
Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands exempted
limited company, as of a date within ten (10) Business Days of the Closing;


 


(iii)        The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the
date hereof and shall be true and correct as of the Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 




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


 


(v)         No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Shares.


 


(b)          The
obligation of the Company to sell the Shares at the Closing under this Agreement shall be subject to the fulfillment, at or prior
to the Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by
the Company:


 


(i)          The
Business Combination shall have been, or substantially concurrently with the Closing shall be, consummated in accordance with the
Merger Agreement;


 


(ii)         The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


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


 


(iv)        No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Shares.


 


7.          Termination.


 


(a)          This
Agreement shall terminate upon the earlier to occur of: (a) such date and time as the Merger Agreement is terminated in accordance
with its terms; (b) upon the mutual written agreement of the Company and the Purchaser; or (c) if any of the conditions to Closing
set forth in Section 6 hereof are not satisfied or waived prior to the Closing.


 


(b)          In
the event of any termination of this Agreement pursuant to this Section 7, the Purchase Price (and interest thereon, if any), if
previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter
this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the
Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 7 shall relieve either party
from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement.


 




    	 	11	 



     


    

 


8.          General
Provisions.


 


(a)          Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight
prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall
be sent to: CF Corporation, 1701 Village Center Circle, Las Vegas, Nevada 89134, Attn: Douglas B. Newton, Chief Financial Officer,
email: newton@cc.capital, with a copy to the Company’s counsel at: Winston & Strawn LLP, 200 Park Avenue, New York, NY
10166, Attn: Joel L. Rubinstein, Esq., email: jrubinstein@winston.com, fax: (212) 294-4700.


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b)          No
Finder’s Fees. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses
of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives
is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c)          Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing.


 


(d)          Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e)          Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 




    	 	12	 



     


    

 


(f)          Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.


 


(g)          Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h)          Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


(i)          Governing
Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of Delaware, without giving effect to its choice of laws principles.


 


(j)          Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York,
and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)          Waiver
of Jury Trial. 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.


 


(l)          Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
the Company and Additional Equity Subscribers who have agreed to purchase a majority of the Additional Equity Shares, except for
an amendment, modification or waiver that (i) disproportionately affects the Purchaser vis-à-vis the other Additional Equity
Subscribers (ii) modifies the amount or price of the Shares to be sold hereunder, or (iii) inserts or modifies any material economic
or non-economic provision of this Agreement applicable to the Purchaser, which shall in each case also require the written consent
of the Purchaser; provided, that any exercise by the Company of its option to require the Purchaser to purchase Secondary
Public Shares in accordance with Section 1(c) and (h) and any corresponding reduction in the number of Private Placement Shares
purchased hereunder or the Purchase Price shall not be deemed to be an amendment, modification or waiver of this Agreement for
purposes of this Section 8(l).


 




    	 	13	 



     


    

 


(m)         Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n)          Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution
and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of
its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Shares and the securities
issuable upon conversion or exercise of the Shares.


 


(o)          Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to
include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


(p)          Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 




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(q)          Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions
contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto
shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(r)          Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.


 


[Signature Page Follows]


 




    	 	15	 



     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	PURCHASER:	 	 
	 	 	 
	Print Purchaser’s Name:	 	 


 


	By:	 	 
	 	Name:
	 	Title:
	 
	COMPANY:
	 
	CF CORPORATION
	 
	By:	 	 
	 	Name:
	 	Title:


 


Subscription Information


 


	Number of Ordinary Shares	 	 	 	 
	 	 	 	 	 
	Aggregate Purchase Price	 	$	 	 



 


Purchaser Notice Information


 


	Name	 	Address	 	Telephone	 	Email	 	Facsimile
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


[Signature Page to Additional Equity
Purchase Agreement]


 




     


     


    

 


Exhibit A


 


Registration Rights


 


1.          Within
thirty (30) days after the Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form
S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities
a “Resale Shelf”) of (x) the Private Placement Shares and (y) any other equity security of the Company issued
or issuable with respect to the securities referred to in clause (x) by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable
Securities”) pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration,
the Company shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities
Act promptly thereafter, but in no event later than sixty (60) days thereafter, and (iii) to maintain the effectiveness of such
Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the Purchaser
ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s Registrable Securities
covered by the Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and
without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.


 


2.          In
the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”)
of the SEC from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that the Purchaser be specifically
identified as an “underwriter” in order to permit such registration statement to become effective, and such Purchaser
does not consent in writing to being so named as an underwriter in such registration statement, the number of Registrable Securities
to be registered on the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities to be
so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted
by Staff and such Purchaser is not required to be named as an “underwriter”; provided, that any Registrable
Securities not registered due to this paragraph 2 of this Exhibit A shall thereafter as soon as allowed by the SEC guidance be
registered to the extent the prohibition no longer is applicable.


 




     


     


    

 


3.          If
at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own behalf,
or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an underwritten
offering of ordinary shares, or engage in an Underwritten Takedown off an existing registration statement (a “Company
Offering”), then the Company will provide Additional Equity Subscribers (including the Purchaser) who have purchased
at least 2,000,000 Private Placement Shares (collectively, the “Piggyback Holders”) with notice in writing (an
“Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include
in the Registration Statement a minimum of 1,000,000 “Registrable Securities” (as defined under each Piggyback Holder’s
purchase agreement) of each Piggyback Holder (collectively “Piggyback Securities”). Within five (5) Business
Days (or, in the case of an Offer Notice delivered to the Purchaser or other Additional Equity Subscribers in connection with an
Underwritten Takedown, within three (3) Business Days) after receiving the Offer Notice, the Piggyback Holders may make a written
request (a “Piggyback Request”) to the Company to include some or all of the Piggyback Holders’ Registrable
Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing factors
require a limitation on the number of securities that may be included in the Company Offering, the number of securities to be so
included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the Piggyback
Holders based on the pro rata percentage of Piggyback Securities held by the Piggyback Holders and requested to be included in
the Underwritten Offering. Notwithstanding anything to the contrary in this paragraph 3, the Company hereby agrees that it will
not provide an Offer Notice to any other Subscriber unless such other Subscriber agrees in writing to treat the contents of such
Offer Notice as material non-public information.


 


4.          Within
five (5) Business Days after receiving notice from CFS Holdings (Cayman), L.P. (“CFS”) of its request to effect
an underwritten public offering pursuant to the forward purchase agreement, dated as of April 18, 2016, by and among the Company,
CFS and CF Capital Growth, LLC (an “Underwritten Takedown”), the Company shall provide written notice thereof
to the Purchaser. Within five (5) Business Days after receiving notice of the Underwritten Takedown, the Purchaser may make a written
request to the Company to include some or all of Purchaser’s Registrable Securities in the prospectus supplement relating
to the Underwritten Takedown (the “Underwritten Takedown Prospectus”), and subject to the following sentence,
the Company shall include such Registrable Securities and the securities requested by each other Subscriber who purchased at least
2,000,000 Private Placement Shares and proposes to sell at least 1,000,000 Registrable Securities in the Underwritten Takedown
(a “Requesting Holder”) to be included in the Underwritten Takedown (“Requesting Holder Securities”)
in the Underwritten Takedown Prospectus. If the underwriter(s) for any Underwritten Takedown advise the Company that marketing
factors require a limitation on the number of securities that may be included in the Underwritten Takedown Prospectus, the number
of securities to be so included shall be allocated as follows: (i) first, to CFS; and (ii) second, to the Requesting Holders based
on the pro rata percentage of Requesting Holder Securities held by the Requesting Holders and requested to be included in the Underwritten
Offering. If Purchaser is eligible and includes Registrable Securities in an Underwritten Takedown, it shall not have the ability
to withdraw such Registrable Securities from such offering without the consent of CFS, it being understood that the terms of the
offering may not be known at the time of notice of such Underwritten Takedown and that CFS shall have the sole discretion to approve
such terms (and Purchaser shall not have the right to make any determinations other than whether they wish to include their Registrable
Securities in the prospectus supplement). In this regard, by electing to include securities on such offering, Purchaser agrees
to cooperate with the Company and CFS in furtherance of such offering, including entering into such customary agreements and take
all such actions (including supplying all reasonably requested information) within 48 hours of a reasonable request by the Company,
underwriters or CFS.


 




    	 	A-2	 



     


    

 


5.          The
determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Underwritten Takedown Prospectus
will be an underwritten offering shall be made in the sole discretion of CFS, after consultation with the Company, and CFS shall
have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable
Securities are to be sold and the underwriting commissions, discounts and fees (and the Piggyback Holders or Requesting Holders
(as applicable) shall not have the right to make any determinations other than whether they wish to include their Requesting Holder
Securities in the prospectus supplement). CFS shall select the investment banker or bankers and managers to administer the offering,
including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory
to the Company).


 


6.          In
connection with any underwritten offering, the Company shall enter into such customary agreements and take all such other actions
in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such Registrable
Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that provides
for customary opinions, comfort letters and officer’s certificates and other customary deliverables.


 


7.          The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain
the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For
purposes of this paragraph 6, “Registration Expenses” shall mean the out-of-pocket expenses of a Company Offering
or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing fees (including fees
with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable Securities are then
listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel
for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone
and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Underwritten Shelf
Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by CFS who will represent all the selling shareholders.


 


8.          The
Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its
stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under
clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after the date of such notice
to the Purchaser; provided such period may be extended for an additional thirty (30) days with the consent of a majority-in-interest
of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not be unreasonably withheld; provided
further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve
(12) month period. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to the Resale
Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice
(as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following
further written notice to such effect (an “End of Suspension Notice”) from the Company to the holders. The Company
shall act in good faith to permit any suspension period contemplated by this paragraph to be concluded as promptly as reasonably
practicable.


 




    	 	A-3	 



     


    

 


9.          The
Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension
Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall
not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until
such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable
Securities in breach of the terms of this Agreement.


 


10.         The
Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers, employees, agents,
and representatives of such Purchaser and each person, if any, who controls the Purchaser within the meaning of the
Securities Act and the Securities Exchange Act of 1934, as amended, and any agent thereof (collectively, “Indemnified
Persons”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities,
joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments,
fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to
be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly
as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact
contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement
thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
provided, however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such
Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission
or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically
for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall
survive the transfer of such securities by the Purchaser.


 


11.         The
Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing to the Company
in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus,
or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors, managers, employees,
agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained
in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information so furnished in writing by such Purchaser expressly for inclusion
in such document; provided that the obligation to indemnify shall be individual, not joint and several, for each Purchaser and
shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities pursuant to the
Resale Shelf.


 




    	 	A-4	 



     


    

 


12.         The
Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be,
as the Purchaser may reasonably request and registered in such names as the Purchaser may request.


 


13.         If
requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice,(i) incorporate in a prospectus
supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable Securities.


 


14.         As
long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under the Securities
Exchange Act of 1934, as amended, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and to promptly furnish the Purchaser with true and complete copies of all such filings,
unless filed through the SEC’s EDGAR system. The Company further covenants that it shall take such further action as the
Purchaser may reasonably request, all to the extent required from time to time, to enable the Purchaser to sell the Securities
held by the Purchaser without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including providing any legal opinions. Upon the request of the Purchaser, the Company shall
deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


15.         The
rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction
with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any permitted transferee
or assignee.


 




    	 	A-5