Common use of Introductory Note Clause in Contracts

Introductory Note. This Share Purchase and Contribution Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, FPAC and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to that certain Agreement and Plan of Merger dated on or about the date hereof by and among FPAC, Target, the Company, Seller and the other parties thereto (as it may be amended or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (i) the Management Rollup shall occur; (ii) each of Seller and the Management Sellers will contribute (the “Seller Contribution”) a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company (the “Shares”); (iii) the Company will acquire all of the remaining issued and outstanding ordinary shares of the Target held by Seller and the Management Sellers; and (iv) a wholly-owned indirect subsidiary of the Company will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger. Upon consummation of the Transaction, the Company will continue as a publicly traded corporation. In connection with the Transaction, the Purchasers desire, on the terms and subject to the conditions set forth herein, (i) to purchase Target Shares (the “Purchased Shares”) from Seller for consideration in an aggregate amount equal to $100,000,000 minus the Backstop Subscriber Amount (expressed in Dollars as-converted based on the Exchange Rate) (but not less than $0) (the “Purchase Price”) and (ii) to immediately contribute (the “Purchaser Contributions”) in kind such Target Shares acquired in item (i) to the Company for the subsequent issue by the Company of a number of Shares equal to the Purchase Price divided by $10 per Share in accordance with Swiss Law requirements (the “Acquired Shares”). The Purchaser Contributions shall occur with or immediately after the Seller Contribution. In connection with the Transaction, the Purchasers shall enter into a shareholders agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Shareholders Agreement”), on or about the date of the execution and delivery of the Transaction Agreement, that shall regulate the relationship between certain shareholders of the Company with respect to each other and include, among other things, a lock-up covenant prohibiting the sale by the Purchasers of the Acquired Shares prior to the expiration of the lock-up period, and a registration rights agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Registration Rights Agreement”), on or about the Closing Date, that shall include, among other things, provisions for registration rights in respect of the Acquired Shares, in each case subject to certain exceptions as set forth therein.

Introductory Note. This Share Purchase and Contribution Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, FPAC Far Point Acquisition Corporation (“FPAC”) and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to that certain the Agreement and Plan of Merger dated on or about the date hereof by and among FPAC, Target, the Company, Seller and the other parties thereto (as it may be amended or and/or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (i) the Management Rollup shall occur; (ii) each of Seller Globetrotter and the Management Sellers will contribute (the “Seller Contribution”) a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company (the “Shares”); (iii) the Company will acquire all of the remaining issued and outstanding ordinary shares of the Target held by Seller Globetrotter and the Management Sellers; and (iv) a wholly-owned indirect subsidiary of the Company will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger. Upon consummation of the Transaction, the Company will continue as a publicly traded corporation. In connection with the Transaction, the Purchasers desirePurchaser desires, on the terms and subject to the conditions set forth herein, (i) to purchase Target Shares (the “Purchased Shares”) from Seller Globetrotter for consideration in an aggregate amount equal to of $100,000,000 minus the Backstop Subscriber Amount (expressed in Dollars as-converted based on the Exchange Rate) (but not less than $0) 125,000,000 (the “Purchase Price”) and (ii) to immediately contribute (the “Purchaser Contributions”) in kind such Target Shares acquired in item (i) to the Company for the subsequent issue by the Company of a number of Shares equal to the Purchase Price divided by $10 per Share share in accordance with Swiss Law law requirements (the “Acquired Shares”). The Purchaser Contributions shall occur with or immediately after the Seller Contribution. In connection with the Transaction, the Purchasers shall enter into a shareholders agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Shareholders Agreement”), on or about the date of the execution and delivery of the Transaction Agreement, that shall regulate the relationship between certain shareholders of the Company with respect to each other and include, among other things, a lock-up covenant prohibiting the sale by the Purchasers of the Acquired Shares prior to the expiration of the lock-up period, and a registration rights agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Registration Rights Agreement”), on or about the Closing Date, that shall include, among other things, provisions for registration rights in respect of the Acquired Shares, in each case subject to certain exceptions as set forth therein.

Introductory Note. This Share Purchase and Contribution Subscription Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, FPAC and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to that certain the Agreement and Plan of Merger dated on or about the date hereof by and among FPAC, Target, the Company, Seller and the other parties thereto (as it may be amended or and/or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (as defined below) (i) the Management Rollup shall occur; (ii) each shareholders of Seller and the Management Sellers Target will contribute (the “Seller Contribution”) a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company Company, (the “Shares”); (iiiii) the Company will acquire for cash all of the remaining issued and outstanding ordinary shares of the Target held by Seller and the Management Sellers; shareholders thereof and (iviii) a wholly-owned indirect subsidiary of the Company will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger. Upon consummation of the Transaction, the Company will continue as a publicly traded corporation. In connection with the Transaction, the Purchasers desireCompany and FPAC are seeking commitments (“Subscriptions”) from interested investors to acquire, on the terms concurrently with and subject to the conditions set forth hereincompletion of the Transaction, (i) to purchase Target Shares certain shares of the Company’s ordinary shares (the “Purchased Shares”) from Seller for consideration in a private transaction in which the Company expects to raise an aggregate amount equal of up to $100,000,000 minus €247 million (subject to an increase or decrease in the Backstop Subscriber Amount sole discretion of the Company and FPAC). The Shares to be acquired by the Purchaser (expressed in Dollars as-converted based as set forth on the Exchange Ratesignature page hereto, but subject to any applicable reduction if the Subscription is not accepted in full by the Company, and FPAC) are referred to herein as the “Acquired Shares”, and the aggregate and per Share purchase price to be paid by the Purchaser (as set forth on the signature page hereto, but subject to any applicable reduction in the aggregate Share purchase price if the Subscription is not less than $0accepted in full by the Company and FPAC) (is referred to herein as the “Purchase Price”) and (ii) to immediately contribute (the “Purchaser Contributions”) in kind such Target Shares acquired in item (i) to the Company for the subsequent issue by the Company of a number of Shares equal to the Purchase Price divided by $10 per Share in accordance with Swiss Law requirements (the “Acquired Shares”). The Purchaser Contributions shall occur with or immediately after the Seller Contribution. In connection with the Transaction, the Purchasers shall enter into a shareholders agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Shareholders Agreement”), on or about the date of the execution and delivery of the Transaction Agreement, that shall regulate the relationship between certain shareholders of the Company with respect to each other and include, among other things, a lock-up covenant prohibiting the sale by the Purchasers of the Acquired Shares prior to the expiration of the lock-up period, and a registration rights agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Registration Rights Agreement”), on or about the Closing Date, that shall include, among other things, provisions for registration rights in respect of the Acquired Shares, in each case subject to certain exceptions as set forth therein.

Introductory Note. This Share Purchase and Contribution Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, FPAC Far Point Acquisition Corporation (“FPAC”) and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to that certain the Agreement and Plan of Merger dated on or about the date hereof by and among FPAC, Target, the Company, Seller and the other parties thereto (as it may be amended or and/or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (i) the Management Rollup shall occur; , (ii) each of Seller Globetrotter and the Management Sellers will contribute (the “Seller Contribution”) a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company (the “Shares”); (iii) the Company will acquire all of the remaining issued and outstanding ordinary shares of the Target held by Seller Globetrotter and the Management Sellers; and (iv) a wholly-owned indirect subsidiary of the Company will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger. Upon consummation of the Transaction, the Company will continue as a publicly traded corporation. In connection with the Transaction, the Purchasers desirePurchaser desires, on the terms and subject to the conditions set forth herein, (i) to purchase Target Shares (the “Purchased Shares”) from Seller Globetrotter for consideration in an aggregate amount equal to of $100,000,000 minus the Backstop Subscriber Amount (expressed in Dollars as-converted based on the Exchange Rate) (but not less than $0) 125,000,000 (the “Purchase Price”) and (ii) to immediately contribute (the “Purchaser Contributions”) in kind such Target Shares acquired in item (i) to the Company for the subsequent issue by the Company of a number of Shares equal to the Purchase Price divided by $10 per Share share in accordance with Swiss Law law requirements (the “Acquired Shares”). The Purchaser Contributions shall occur with or immediately after the Seller Contribution. In connection with the Transaction, the Purchasers shall enter into a shareholders agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Shareholders Agreement”), on or about the date of the execution and delivery of the Transaction Agreement, that shall regulate the relationship between certain shareholders of the Company with respect to each other and include, among other things, a lock-up covenant prohibiting the sale by the Purchasers of the Acquired Shares prior to the expiration of the lock-up period, and a registration rights agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Registration Rights Agreement”), on or about the Closing Date, that shall include, among other things, provisions for registration rights in respect of the Acquired Shares, in each case subject to certain exceptions as set forth therein.