FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this Amendment) is made and entered into as of March 8, 2021, and shall be effective as of the Closing (defined below), by and among (i) CF Finance Acquisition Corp. II, a Delaware corporation (the Company), (ii) CF Finance Holdings II, LLC, a Delaware limited liability company (the Sponsor) and (iii) each of the other undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to the Registration Rights Agreement (as defined below) pursuant to Section 5.2 of the Registration Rights Agreement, a Holder and collectively the Holders). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
WHEREAS, the Company, Sponsor and the other undersigned Holders are parties to that certain Registration Rights Agreement, dated as of August 26, 2020 (the Original Agreement and, as amended by this Amendment, the Registration Rights Agreement), pursuant to which the Company granted certain registration rights to the Holders with respect to the Companys securities;
WHEREAS, on November 30, 2020, the Company, PVMS Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (Merger Sub), and View, Inc., a Delaware corporation (together with its successors, the Target), entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the Merger Agreement), pursuant to which, among other matters, upon the consummation of the transactions contemplated thereby (the Closing), Merger Sub will merge with and into the Target, with the Target continuing as the surviving entity and a wholly-owned subsidiary of the Company (the Merger), and as a result of which all of the issued and outstanding capital stock of the Target immediately prior to the Closing shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive newly issued shares of Class A common stock, par value $0.0001 per share, of the Company (Class A Common Stock), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law;
WHEREAS, in connection with the execution of the Merger Agreement, the Company and certain equity holders of the Target named therein (together with their successors and permitted assigns, the Sellers) entered into a Registration Rights Agreement, dated as of November 30, 2020 (as amended from time to time in accordance with the terms thereof, the Seller Registration Rights Agreement) for the Company to grant to the Sellers certain registration rights with respect to the shares of Class A Common Stock received by the Sellers in the Merger and any other shares of Class A Common Stock held by the Sellers or other Registrable Securities of the Sellers as defined therein (collectively, the Seller Securities);
WHEREAS, the parties hereto desire to amend the Original Agreement to revise the terms thereof in order to reflect the transactions contemplated by the Merger Agreement, including the Companys entrance into the Seller Registration Rights Agreement; and
WHEREAS, pursuant to Section 5.5 of the Original Agreement, the Original Agreement can be amended with the written consent of the Company and the holders of a majority of the Registrable Securities at the time in question.