Standard Contracts
INDEMNITY AGREEMENTIndemnification Agreement • May 31st, 2018 • Far Point Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2018, by and between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENT between FAR POINT ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 11, 2018, is by and between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 6th, 2018 • Far Point Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2018 by and between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2018, is made and entered into by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Far Point LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FAR POINT ACQUISITION CORPORATION 55,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
Far Point Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A-1 and Schedule A-2 annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), an aggregate of 55,000,000 units (the “Firm Units”), each Unit consisting of one share of Class A common stock, $0.0001 par value per share (the “Common Stock”), of the Company and one-third of one warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 8,250,000 Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Units.” The Units are described in the Prospectus which is referred to below.
SECOND AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
THIS SECOND AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 11, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Far Point LLC, a Delaware limited liability company (the “Purchaser”).
Far Point Acquisition Corporation New York, NY 10022 Re: Initial Public Offering Gentlemen:Underwriting Agreement • June 6th, 2018 • Far Point Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The
Far Point Acquisition Corporation New York, NY 10022Securities Subscription Agreement • May 22nd, 2018 • Far Point Acquisition Corp • Blank checks • New York
We are pleased to accept the offer FPAC Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Far Point Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 22nd, 2018 • Far Point Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 18, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Far Point LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 11, 2018 by and between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
June 11, 2018 Far Point Acquisition Corporation New York, NY 10014 Re: Initial Public OfferingUnderwriting Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 63,250,000 of the Company’s units (including up to 8,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The
EQUITY PARTICIPATION AGREEMENTEquity Participation Agreement • June 15th, 2018 • Far Point Acquisition Corp • Blank checks • New York
This Equity Participation Agreement (this “Agreement”) is entered into as of June 11, 2018, between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Third Point LLC, on behalf of itself and the funds and entities it manages or advises (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 22nd, 2018 • Far Point Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 18, 2018, between Far Point Acquisition Corporation, a Delaware corporation (the “Company”), and Cloudbreak Aggregator LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • New York
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 is
DATED January 16, 2020 between GLOBAL BLUE GROUP HOLDING AG and SL GLOBETROTTER L.P. and FAR POINT LLC RELATIONSHIP AGREEMENTRelationship Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks
AGREEMENT AND PLAN OF MERGER dated as of January 16, 2020 by and among SL GLOBETROTTER, L.P. (in its capacity as a Seller Party and as the GB Shareholders’ Representative) GLOBAL BLUE GROUP HOLDING AG GLOBAL BLUE US HOLDCO LLC GLOBAL BLUE US MERGER...Agreement and Plan of Merger • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 16, 2020, is entered into by and among SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter” and, in its capacity as a representative of the Company and its shareholders on the date hereof and immediately prior to the Closing, the “GB Shareholders’ Representative”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland (“New Topco”), Global Blue US Holdco LLC, a Delaware limited liability company (“US Holdco”), Global Blue US Merger Sub Inc., a Delaware corporation (“US Merger Sub”), Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“Cayman Holdings”), the individuals listed on Section 1.01(a) of the Company Disclosure Schedules (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Glo
AgreementForward Purchase Agreement • August 17th, 2020 • Far Point Acquisition Corp • Services-computer processing & data preparation • New York
In this letter agreement (this “Agreement”), reference is made to (i) the Forward Purchase Agreement dated as of May 18, 2018 (the “Forward Purchase Agreement”) between Far Point Acquisition Corporation (“FPAC”) and Cloudbreak Aggregator LP (“Cloudbreak”), (ii) the letter agreement dated January 16, 2020 (the “ECL”) from each of Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P. and Third Point Enhanced L.P. (each a “TP Fund”) to Cloudbreak, (iii) the Third Party Beneficiary Rights Letter dated January 16, 2020 (the “TPB Letter”) among SL Globetrotter, L.P. (“Globetrotter”), Cloudbreak and the TP Funds, and (iv) the Agreement and Plan of Merger dated as of January 16, 2020 (the “Merger Agreement” and, collectively with the Forward Purchase Agreement, the ECL, the TPB Letter and the Share Purchase Agreements (as defined below), each as the same may be amended, supplemented or otherwise modified from t
AgreementForward Purchase Agreement • August 17th, 2020 • Far Point Acquisition Corp • Services-computer processing & data preparation • New York
In this letter agreement (this “Agreement”), reference is made to (i) the Forward Purchase Agreement dated as of May 18, 2018 (the “Forward Purchase Agreement”) between Far Point Acquisition Corporation (“FPAC”) and Cloudbreak Aggregator LP (“Cloudbreak”), (ii) the letter agreement dated January 16, 2020 (the “ECL”) from each of Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P. and Third Point Enhanced L.P. (each a “TP Fund”) to Cloudbreak, (iii) the Third Party Beneficiary Rights Letter dated January 16, 2020 (the “TPB Letter”) among SL Globetrotter, L.P. (“Globetrotter”), Cloudbreak and the TP Funds, and (iv) the Agreement and Plan of Merger dated as of January 16, 2020 (the “Merger Agreement” and, collectively with the Forward Purchase Agreement, the ECL, the TPB Letter and the Share Purchase Agreements, each as the same may be amended, supplemented or otherwise modified from time to time, the “T
AgreementMerger Agreement • August 17th, 2020 • Far Point Acquisition Corp • Services-computer processing & data preparation • New York
SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks
SHARE PURCHASE AND CONTRIBUTION AGREEMENT dated as of January 15, 2020 by and among (i) Antfin (Hong Kong) Holding Limited (the “Purchaser”), (ii) Global Blue Group Holding AG, a Swiss corporation (the “Company”), and (iii) SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Transaction Agreement (as defined below).
SHAREHOLDERS AGREEMENT by and among GLOBAL BLUE HOLDING LP AND SL GLOBETROTTER LP AND FAR POINT LLC AND THE THIRD POINT SHAREHOLDERS AND THE MANAGERS Dated as of 16 January 2020Shareholders Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • Delaware
This SHAREHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of 16 January 2020, by and among: (i) Global Blue Holding LP, an exempted limited partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered in the Cayman Islands General Registry under number 95120 (the “PG Shareholder”), (ii) SL Globetrotter LP, an exempted limited partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered in the Cayman Islands General Registry (the “SL Shareholder” and, together with the PG Shareholder, each a “SL/PG Shareholder” and together the “SL/PG Shareholders”), (iii) Far Point LLC, a Delaware limited liability company, havin
FORM OF SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • New York
SHARE PURCHASE AGREEMENT, dated as of January , 2020 by and among (i) the person named on the signature page hereto (the “Purchaser”), (ii) Global Blue Group Holding AG, a Swiss corporation (the “Company”), and (iii) Far Point Acquisition Corporation, a Delaware corporation (“FPAC”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 16, 2020, by and among SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland (“New Topco”), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Wangen-Brüttisellen, Switzerland (the “Company” and together with Globetrotter and New Topco, the “GB Parties”), Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), Far Point LLC, a Delaware limited liability company (the “Founder”) and Third Point Ventures LLC, a Delaware limited liability company (the “TP Investor” and together with the Founder, the “FPAC Shareholders”). Globetrotter, New Topco, the Company, FPAC and the FPAC Shareholders are sometimes referred t
FOUNDER SHARES SURRENDER AGREEMENTFounder Shares Surrender Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks
Reference is made to that certain Merger Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“SL Fund”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Wangen-Brüttisellen, Switzerland (“New Topco”), Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), and the other parties set forth on the signature pages thereto. This letter agreement (this “Letter Agreement”) is being entered into by and among Far Point LLC, a Delaware limited liability company (the “Founder”), FPAC, SL Fund and New Topco in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
