Important Notice Regarding the Availability
of Proxy Material for the Special Meeting of Stockholders to be
held on March 5, 2021 at 10 a.m., Eastern Time are available
at: https://www.cstproxy.com/cffinanceacquisitioncorpii/2021 PROXY
CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2,
3, 4, 5, 6, 7 AND 8. Please mark your votes like this X 1. Proposal
No. 1 — The Pre-Merger
Charter FOR AGAINST ABSTAIN Amendment Proposal — To approve an
amendment of the current amended and restated certificate of
incorporation (the “Existing Charter”) of CF Finance Acquisition
Corp. II (“CF II”) to increase the number of authorized shares of
Class A common stock of CF II, par value $0.0001 per share
(“CF II Class A Common Stock”) from 100,000,000 to 400,000,000
shares for the purposes of carrying out the Business Combination
(as defined below). 2. Proposal No. 2 — The Business
Combination FOR AGAINST ABSTAIN Proposal — To approve and adopt the
Agreement and Plan of Merger, dated November 30, 2020 (as the
terms and conditions therein may be amended, modified or waived
from time to time, the “Merger Agreement”), by and among CF II,
PVMS Merger Sub, Inc., a newly-formed Delaware corporation and
wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc., a
Delaware corporation (“View”), and approve the transactions
contemplated thereby, including the merger of Merger Sub with and
into View, with View continuing as the surviving corporation and as
a wholly-owned subsidiary of CF II (the “Business Combination”). 3.
Proposal No. 3 — The Director Election Proposal — To consider
and vote upon a proposal to elect seven directors to serve on the
Combined Entity Board (as defined below) until the next annual
meeting of stockholders and until their respective successors are
duly elected and qualified. Rao Mulpuri FOR Vote
all WITHHOLD Vote FOR Vote
all nominees from all nominees nominees
except* Tom Cheung Nigel Gormly Harold Hughes Tom Leppert Toby
Cosgrove Lisa Picard * Instruction: To withhold authority to vote
for any individual nominee, mark the “For all Except” box above and
write that nominee’s name on the line provided below. 4. Proposal
No. 4 — The Nasdaq Proposal — FOR AGAINST ABSTAIN To approve,
for purposes of complying with the Nasdaq Stock Market Listing Rule
5635 (the “Nasdaq Listing Rule”), the issuance of shares of CF II
Class A Common Stock pursuant to the Merger Agreement and in
connection with the related private placement. 5. Proposal
No. 5 — The Post-Merger CharterAmendment Proposals — To
consider and vote upon separate proposals to approve the following
material differences between the proposed amended and restated
certificate of incorporation (the “Amended Charter”) of CF II upon
the consummation of the Business Combination (the “Combined
Entity”) that will be in effect upon the closing of the Merger and
the Existing Charter: i. Post-Merger Charter
Amendment Proposal A — FOR AGAINST ABSTAIN The Combined Entity will
have 601,000,000 shares of authorized capital stock, which will
consist of (i) 600,000,000 shares of Class A Common Stock, par
value $0.0001 per share (“Combined Entity Class A Common
Stock”) and (ii) 1,000,000 shares of preferred stock, as opposed to
CF II having 121,000,000 shares of authorized capital stock, which
consists of (i) 100,000,000 shares of Combined Entity Class A
Common Stock and (ii) 20,000,000 shares of Class B Common
Stock, par value $0.0001 per share and (iii) 1,000,000 shares of
preferred stock (without taking into account the Pre-Merger Charter Amendment);
ii. Post-Merger Charter Amendment Proposal B
— FOR AGAINST ABSTAIN The Combined Entity will amend its name to
“View, Inc.” from “CF Finance Acquisition Corp. II”; iii.
Post-Merger Charter Amendment Proposal C — FOR AGAINST ABSTAIN The
Amended Charter will expressly state that no holder of common stock
of the Combined Entity shall be entitled to preemptive or
subscription rights, as opposed to the Existing Charter being
silent on such matter; iv. Post-Merger Charter Amendment Proposal D
— FOR AGAINST ABSTAIN The Amended Charter will expressly state
that, subject to the requirements of applicable law, (i) the
Combined Entity shall have the power to issue and sell all or any
part of any shares of any class of stock authorized to such
persons, and for such consideration, as the board of directors of
the Combined Entity (the “Combined Entity Board”) shall from time
to time, in its discretion, determine and (ii) the Combined
Entity shall have the power to purchase any shares of any class of
stock authorized from such persons, and for such consideration, as
the Combined Entity Board shall from time to time, in its
discretion, determine, as opposed to the Existing Charter being
silent on such matter; v. Post-Merger
Charter Amendment Proposal E — FOR AGAINST ABSTAIN The Combined
Entity Board will consist of no less than one and no more than
eleven directors, as opposed to the Existing Charter having no
express requirements or limitations on the number of directors; vi.
Post-Merger Charter Amendment Proposal F — FOR AGAINST ABSTAIN The
Amended Charter will require the affirmative vote of the holders of
at least two-thirds of the
voting power of the outstanding capital stock of the Combined
Entity in order to amend certain provisions of the Amended Charter,
as opposed to the Existing Charter requiring amendments to the
Existing Charter be conducted in accordance with the DGCL; vii.
Post-Merger Charter Amendment Proposal G — FOR AGAINST ABSTAIN The
Amended Charter will require the affirmative vote of the holders of
at least two-thirds of the
voting power of the outstanding capital stock of the Combined
Entity for stockholders of the Combined Entity to adopt, amend,
alter or repeal the bylaws of the Combined Entity, as opposed to
the Existing Charter requiring the affirmative vote of the holders
of at least a majority of the voting power of the outstanding
capital stock of CF II for stockholders of the CF II to adopt,
amend, alter or repeal the bylaws of CF II; and viii. Post-Merger
Charter Amendment Proposal H — FOR AGAINST ABSTAIN The Amended
Charter will eliminate various provisions applicable only to blank
check companies. 6. Proposal No. 6 — The 2021 Equity Incentive
Plan FOR AGAINST ABSTAIN Proposal — To approve and adopt the 2021
Equity Incentive Plan of the Combined Entity. 7. Proposal
No. 7 — The CEO Incentive Plan FOR AGAINST ABSTAIN Proposal —
To approve and adopt the 2021 Chief Executive Officer Incentive
Plan of the Combined Entity. 8. Proposal No. 8 — The
Adjournment Proposal — FOR AGAINST ABSTAIN To consider and vote
upon a proposal to approve the adjournment of the Special Meeting
to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote
at the time of the Special Meeting, there are not sufficient votes
to approve the Pre-Merger
Charter Amendment Proposal, the Business Combination Proposal, the
Director Election Proposal, the Nasdaq Proposal, the Post-Merger
Charter Amendment Proposals, the 2021 Equity Incentive Plan
Proposal or the CEO Incentive Plan Proposal. PLEASE MARK, DATE AND
RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER HAS
BEEN VOTED UPON WILL NOT BE COUNTED. CONTROL NUMBER Signature
Signature, if held jointly Date , 2021 Sign
exactly as name appears on this proxy card. If shares are held
jointly, each holder should sign. Executors, administrators,
trustees, guardians, attorneys and agents should give their full
titles. If stockholder is a corporation, sign in corporate name by
an authorized officer, giving full title as such. If stockholder is
a partnership, sign in partnership name by an authorized person,
giving full title as such.
