11,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 15th, 2020 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
Cannae Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters listed in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as the sole representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 11,000,000 shares (the “Initial Shares”) and, at the election of the Underwriters, up to 1,650,000 additional shares of common stock, par value $0.0001 per share, of the Company. The aforesaid Initial Shares and all or any part of the 1,650,000 additional shares subject to the option described in Section 2(b) hereof (the “Option Shares”) are hereinafter called, collectively, the “Shares”. The shares of common stock of the Company to be o
SUBSCRIPTION AGREEMENTSubscription Agreement • January 27th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 25th day of January, 2021, by and among Acrobat Holdings, Inc., a Delaware corporation (the “Issuer”), Foley Trasimene Acquisition Corp., a Delaware corporation (the “SPAC”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of [•], 202[•] among PAYSAFE LIMITED, an exempted limited company incorporated under the laws of Bermuda (the “Company”), PI JERSEY TOPCO LIMITED, a company incorporated in Jersey (“Pi Topco”), PAYSAFE GROUP HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (“PGHL”) and the persons identified on Schedule A hereto (together with their respective affiliates, successors and permitted assigns, collectively, the “Investors” and, each individually, an “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2024 • Cannae Holdings, Inc. • Retail-eating & drinking places • Nevada
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of March 18, 2024 (the "Effective Date"), by and between CANNAE HOLDINGS, INC., a Delaware corporation (the "Company"), and MICHAEL L. GRAVELLE (the "Employee"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
DUN & BRADSTREET HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 29th, 2020 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of June 23, 2020, by and between Dun & Bradstreet Holdings, Inc., a Delaware corporation (the “Company”), and DNB Holdco, LLC, a Delaware limited liability company (the “Investor”).
AMENDED AND RESTATED MARGIN LOAN AGREEMENT Originally dated as of November 7, 2018 Amended and restated as of December 18, 2019 among CANNAE FUNDING, LLC, as Borrower, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE...Margin Loan Agreement • December 23rd, 2019 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
Exhibit D-1 Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
BACKSTOP FACILITY AGREEMENTBackstop Facility Agreement • June 29th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This Backstop Facility Agreement (this “Agreement”) is entered into as of June 28, 2021, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not initially defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, S1 Holdco LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
MARGIN LOAN AGREEMENT Composite copy of the Margin Loan Agreement, dated as of November 30, 2020, incorporating Amendment No. 1 to the Margin Loan Agreement, dated as of August 16, 2021, Amendment No. 2 to the Margin Loan Agreement, dated as of...Margin Loan Agreement • May 9th, 2024 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
This MARGIN LOAN AGREEMENT, dated as of November 30, 2020 (as it may be amended or modified from time to time, this “Agreement”), by and among CANNAE FUNDING D, LLC, a limited liability company organized under the laws of Delaware, as a borrower (“Borrower 1”), CANNAE FUNDING A, LLC, a limited liability company organized under the laws of Delaware, as a borrower (“Borrower 2” and, together with Borrower 1, the “Borrowers”), BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Calculation Agent, and the lenders from time to time a party hereto (each, a “Lender”, and collectively, the “Lenders”).
REGISTRATION RIGHTS AGREEMENT by and among Cannae Holdings, Inc. and Commonwealth Land Title Insurance Company November 17, 2017Registration Rights Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 17, 2017, by and among Cannae Holdings, Inc., a Delaware corporation (“Splitco”) and Commonwealth Land Title Insurance Company, a Florida corporation (“CLTIC”), and is effective as of the date hereof. Certain capitalized terms are defined in Section 1.
THIRD AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT BY AND AMONG CANNAE HOLDINGS, INC., CANNAE HOLDINGS, LLC AND TRASIMENE CAPITAL MANAGEMENT, LLC Amended and Restated February 26, 2024 Effective as of July 2, 2024 Originally effective as of...Management Services Agreement • February 29th, 2024 • Cannae Holdings, Inc. • Retail-eating & drinking places • Nevada
VOTING AGREEMENTVoting Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This VOTING AGREEMENT, dated as of November 17, 2017 (this “Agreement”), is by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”).
TAX MATTERS AGREEMENT by and between FIDELITY NATIONAL FINANCIAL, INC., and CANNAE HOLDINGS, INC, dated as of November 17, 2017Tax Matters Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC. a Delaware corporation and a direct, wholly-owned subsidiary of FNF (“Splitco”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OPTIMAL BLUE HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated November 24, 2020Limited Liability Company Agreement • February 26th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
THE MEMBERSHIP INTERESTS AND UNITS ISSUED PURSUANT TO THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (COLLECTIVELY, THE “LLC INTERESTS”) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THE LLC INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER SET FORTH HEREIN.
REVOLVER NOTERevolver Note • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
FOR VALUE RECEIVED, Fidelity National Financial, Inc., a Delaware corporation (the “Lender”), agrees to make loans (each such loan, a “Revolving Loan”) to Cannae Holdings, Inc., a Delaware corporation (the “Borrower”), from time to time in an aggregate amount not to exceed the principal sum of one hundred million United States dollars (US $100,000,000.00) (the “Commitment”), on the terms set forth below.
SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 27, 2022 AMONG SYSTEM1, INC. AND THE OTHER PARTIES HERETOShareholders Agreement • February 7th, 2022 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
This Shareholders Agreement is entered into as of January 27, 2022 by and among System1, Inc., a Delaware corporation (the “Company”), Trasimene Trebia, LP, a Delaware limited partnership (“Trasimene”), BGPT Trebia LP, a Cayman Islands limited partnership (“BGPT,” and together with Trasimene, the “Trebia Sponsors”), Cannae Holdings, Inc., a Delaware corporation (“Cannae”), Michael Blend (“Mr. Blend”), Chuck Ursini (“Mr. Ursini”), Nick Baker (“Mr. Baker”), and Just Develop It Ltd., a United Kingdom private limited company (“JDI,” and together with Mr. Blend, Mr. Ursini and Mr. Baker, the “Founder Shareholders”).
REORGANIZATION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC. and CANNAE HOLDINGS, INC. Dated as of November 17, 2017Reorganization Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this “Agreement”), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 10th, 2020 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of July 26, 2020, by and between Black Knight, Inc., a Delaware corporation (“Black Knight”), and Cannae Holdings, LLC a Delaware limited liability company (the “Purchaser”).
June 28, 2021 Trebia Acquisition Corp. New York, NY 10010 S1 Holdco LLC System1 SS Protect Holdings, Inc. Re: Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • June 29th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia, Orchid Merger Sub II, LLC, a Delaware limited liability company, Orchid Finco LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), Trasimene Trebia, LP, a Delaware limited partnership (the “T Sponsor”) BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “B Sponsor” and together with the T Sponsor, the “Sponsors”) and the Protected Rollover Parties (as defined in the BCA), and hereby amends and restates in their entirety (a) that certain letter, dated June 19, 2020, from the Sponsors to Trebia (the
Re: Sponsor AgreementSponsor Agreement • May 10th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of the date hereof, by and among Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (“AAC”), Wynn Interactive Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and the other party thereto, and hereby amends and restates in its entirety (a) that certain letter, dated March 2, 2021, from Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Sponsor”) to AAC (the “Prior Sponsor Letter Agreement”) and (b) that certain letter, dated March 2, 2021 from each of the persons undersigned thereto to AAC (the “Prior Insider Letter Agreement” and, together with the Prior Sponsor Letter Agreement, the “Prior Letter Agreements”). Certain capitalized terms used herein are defined in Paragraph 11. Capitalized terms used but not defined he
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • May 10th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
This MUTUAL TERMINATION AGREEMENT, dated as of May 10, 2021 (this “Agreement”), is made by and between Austerlitz Acquisition Corporation I, a Cayman Islands exempted limited company (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Forward Purchase Agreement (as defined below).
CORPORATE SERVICES AGREEMENT (Cannae Holdings, Inc.)Corporate Services Agreement • November 20th, 2017 • Cannae Holdings, Inc. • Retail-eating & drinking places • Florida
This Corporate Services Agreement (this “Agreement”) is dated as of November 17, 2017 (the “Effective Date”), by and between Fidelity National Financial, Inc., a Delaware corporation (“PROVIDING PARTY”) and Cannae Holdings, Inc., a Delaware corporation (“Splitco” or “RECEIVING PARTY”). PROVIDING PARTY and Splitco shall be referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Dun & Bradstreet Holdings, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 26th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2018 (the “Second Amendment Effective Date”), is made by and among ABRH, LLC, a Delaware limited liability company (the “Borrower”), FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of Holdings party hereto as guarantors (together with Holdings, each a “Guarantor” and, collectively, the “Guarantors”), CANNAE HOLDINGS, LLC, (“Cannae”) as a Lender and as administrative agent under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”) and the Lenders party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 29th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
This First Amendment to Management Services Agreement (the “First Amendment”) is effective as of the 27th day of January, 2021 (the “First Amendment Effective Date”), and amends and supplements that certain Management Services Agreement by and among Cannae Holdings, Inc., Cannae Holdings, LLC and Trasimene Capital Management, LLC (the “Agreement”) dated as of the August 27, 2019.
JOINT FILING AGREEMENTJoint Filing Agreement • January 3rd, 2022 • Cannae Holdings, Inc. • Retail-eating & drinking places
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13(d) of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to the common shares, par value $0.001 per share, of Paysafe Ltd, an exempted limited company incorporated under the laws of Bermuda, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing
AMENDMENT AGREEMENT NO. 1Amendment Agreement • November 9th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
THIS AMENDMENT AGREEMENT (this “First Incremental Facility Amendment”) is made and entered into as of August 16, 2021, by and among Cannae Funding C, LLC, a limited liability company under the laws of Delaware, as a borrower (“Borrower 1”), Cannae Funding D, LLC, a limited liability company organized under the laws of Delaware, as a borrower (“Borrower 2” and, together with Borrower 1, the “Borrowers”), Royal Bank of Canada, as Administrative Agent (in such capacity, the “Administrative Agent”) and Calculation Agent (in such capacity, the “Calculation Agent”) and the Lender party hereto.
MARGIN LOAN AGREEMENT dated as of November 7, 2018 among CANNAE FUNDING, LLC, as Borrower, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC as Calculation Agent, and the Lenders from time to time...Margin Loan Agreement • November 8th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
This MARGIN LOAN AGREEMENT, dated as of November 7, 2018 (as it may be amended or modified from time to time, this “Agreement”), by and among CANNAE FUNDING, LLC, a limited liability company organized under the laws of Delaware, as borrower (“Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC, as Calculation Agent, and the lenders from time to time a party hereto (each, a “Lender”, and collectively, the “Lenders”).
AMENDED AND RESTATED OPERATING AGREEMENT OF CANNAE HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated August 27, 2019 Effective September 1, 2019 by and among CANNAE HOLDINGS, LLC AND THE OTHER PARTIES HERETOOperating Agreement • August 27th, 2019 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
THE MEMBERSHIP INTEREST GRANTED PURSUANT TO THIS AMENDED AND RESTATED OPERATING AGREEMENT (THE “LLC INTEREST”) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THE LLC INTEREST MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER SET FORTH HEREIN.
FORM OF REORGANIZATION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC. and CANNAE HOLDINGS, INC.Reorganization Agreement • May 11th, 2017 • Cannae Holdings, Inc. • Delaware
This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this “Agreement”), dated as of [·], 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
VOTING AGREEMENTVoting Agreement • August 13th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of April 30, 2018 by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership, Great-West Investors, L.P., a Delaware limited partnership, Putnam Investments Employees’ Securities Company III, LLC, a Delaware limited liability company, THL Coinvestment Partners, L.P., a Delaware limited partnership, THL Operating Partners, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian), L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) II, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) III, LLC, a Delaware limited liability company, THL Equity Fund VI Investors (Ceridian) IV, LLC, a Delaware limited liability company,
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2024 • Cannae Holdings, Inc. • Retail-eating & drinking places • Nevada
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of February 26, 2024 (the "Effective Date"), by and between CANNAE HOLDINGS, INC., a Delaware corporation (the "Company"), and WILLIAM P. FOLEY, II (the "Employee"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • July 12th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of an amendment no.2 to that certain Statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2021, with respect to shares of Class A common stock of Alight, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
MASTER ASSIGNMENT AND ASSUMPTIONMaster Assignment and Assumption • March 26th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places
This Master Assignment and Assumption (the “Assignment and Assumption”) is dated as of March 13, 2018 and is entered into by and between each Assignor identified in item 1 below (each, an “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). It is understood and agreed that the rights and obligations of the Assignors hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. Notwithstanding anything to the contrary in this Assignment and Assumption, the Assignee reserves the right to designat
GUARANTY dated as of November 7, 2018Guaranty • November 8th, 2018 • Cannae Holdings, Inc. • Retail-eating & drinking places • New York
Foley Trasimene Acquisition Corp. Las Vegas, NV 89134 Acrobat Holdings, Inc. c/o Foley Trasimene Acquisition Corp. Las Vegas, NV 89134 Tempo Holding Company, LLC Lincolnshire, IL 60069Sponsor Agreement • January 27th, 2021 • Cannae Holdings, Inc. • Retail-eating & drinking places
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of the date hereof, by and among Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), Tempo Holding Company, LLC, a Delaware limited liability company (“Tempo”), Acrobat Holdings, Inc., a Delaware corporation and direct, wholly owned subsidiary of FTAC (the “Company”), and the other parties thereto, and hereby amends and restates in its entirety (a) that certain letter, dated May 29, 2020, from Trasimene Capital FT, LP, a Delaware limited partnership, and Bilcar FT, LP, a Delaware limited partnership (each, a “Sponsor” and, together, the “Sponsors”) to FTAC (the “Prior Sponsor Letter Agreement”) and (b) that certain letter, dated May 29, 2020 from each of the persons undersigned thereto (each, an “Insider”) to FTAC (the “Prior Insider Letter Agreement” and, together with the Prior Sponsor Letter A
