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FGL Holdings – IPO: ‘S-1’ on 4/21/16 – ‘EX-10.8’

On:  Thursday, 4/21/16, at 5:28pm ET   ·   Accession #:  1571049-16-14107   ·   File #:  333-210854

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 5/3/16   ·   Latest:  ‘S-1/A’ on 5/16/16   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 4/29/16

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/21/16  FGL Holdings                      S-1                   22:3.8M                                   Toppan Vite NY Inc./FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML    988K 
 2: EX-3.2      Amended and Restated Memorandum                     HTML    185K 
 3: EX-4.1      Specimen Unit Certificate                           HTML     20K 
 4: EX-4.2      Specimen Ordinary Share Certificate                 HTML     18K 
 5: EX-4.3      Specimen Warrant Certificate                        HTML     25K 
 6: EX-4.4      Form of Warrant Agreement                           HTML    118K 
 7: EX-10.1     Form of Letter Agreement                            HTML     41K 
16: EX-10.10    Forward Purchase Agreement                          HTML    585K 
 8: EX-10.2     Form of Investment Management Trust Agreement       HTML     80K 
 9: EX-10.3     Form of Registration Rights Agreement               HTML     92K 
10: EX-10.4     Form of Private Placement Warrants Purchase         HTML     39K 
                          Agreement                                              
11: EX-10.5     Form of Indemnity Agreement                         HTML     92K 
12: EX-10.6     Promissory Note                                     HTML     20K 
13: EX-10.7     Securities Subscription Agreement                   HTML     47K 
14: EX-10.8     Form of Administrative Services Agreement           HTML     16K 
15: EX-10.9     Form of Forward Purchase Agreement                  HTML    532K 
17: EX-14       Form of Code of Ethics                              HTML     30K 
18: EX-23.1     Consent of Withumsmith+Brown, Pc.                   HTML     10K 
19: EX-99.1     Consent of Richard N. Massey                        HTML      9K 
20: EX-99.2     Consent of James A. Quella                          HTML      9K 
21: EX-99.4     Form of Audit Committee Charter                     HTML     31K 
22: EX-99.5     Form of Compensation Committee Charter              HTML     26K 


EX-10.8   —   Form of Administrative Services Agreement


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.8

 

CF CORPORATION

1701 Village Center Drive

Las Vegas, Nevada 89134

 

____________, 2016

 

CF Capital Growth, LLC

1701 Village Center Drive

Las Vegas, Nevada 89134

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”) by and between CF Corporation (the “Company”) and CF Capital Growth, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

 

(1) The Sponsor shall make available to the Company, at 1701 Village Center Drive, Las Vegas, Nevada 89134 (or any successor location of the Sponsor), certain office space, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

 

(2) The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This Agreement 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.

 

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

 C: 
   

 

 

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. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

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 New York, without giving effect to its choice of law principles.

 

[Signature page follows]

 

 C: 
   

 

 

    Very truly yours,
     
    CF CORPORATION
       
    By:  
      Name:
      Title:

 

AGREED AND ACCEPTED BY:  
     
CF CAPITAL GROWTH, LLC  
     
By:    
  Name:  
  Title:  

 

[Signature Page to Administrative Services Agreement]

 

 C: 
   


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/16  SEC                               UPLOAD9/25/17    1:162K FGL Holdings
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Filing Submission 0001571049-16-014107   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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