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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 |
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
Exhibit 10.8
CF CORPORATION
1701 Village Center Drive
____________, 2016
CF Capital Growth, LLC
1701 Village Center Drive
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:
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/16 SEC UPLOAD¶ 9/25/17 1:162K FGL Holdings |