SHARE PURCHASE AND SUBSCRIPTION AGREEMENTShare Purchase and Subscription Agreement • March 8th, 2021 • Global Blue Group Holding AG • Services-computer processing & data preparation • New York
SHARE PURCHASE AND SUBSCRIPTION AGREEMENT, dated as of 4 March 2021, by and between (i) the person named on the signature page hereto (the “Purchaser”) and (ii) Global Blue Group Holding AG, a Swiss corporation (the “Company”).
SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • February 24th, 2020 • Global Blue Group Holding AG • 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
REGISTRATION RIGHTS AGREEMENT Dated as of August 28, 2020Registration Rights Agreement • August 31st, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
WHEREAS, this Agreement is being entered into in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of January 16, 2020, by and among the Company, Far Point Acquisition Corporation, a Delaware corporation, Globetrotter, and the other parties thereto (the “Merger Agreement”); and
EMPLOYMENT AGREEMENT between GLOBAL BLUE SA and JACQUES STERNEmployment Agreement • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation
Dated 24 February 2022 HOLDCO and SILVER LAKE and THE MANAGERS and THE COMPANY AMENDMENT AND RESTATEMENT DEED relating to the Management Shareholders Agreement dated 16 January 2020, as amended on 26 August 2020Management Shareholders Agreement • June 29th, 2022 • Global Blue Group Holding AG • Services-computer processing & data preparation • England
DIRECTOR AGREEMENTDirector Agreement • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation
This agreement sets out the terms under which Global Blue Group Holding AG, a company incorporated in Switzerland with registered number CHE-442.546.212 with its registered office in Wangen-Brüttisellen, Switzerland (the “Company”) appoints you to act as a non-executive director on the board of directors of the Company (the “Board”) (the “Appointment”).
To: Global Blue Group Holding AGCommitment Letter • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation
We refer to the Commitment Letter dated 13 July 2020 (the “Commitment Letter”) from SL Globetrotter, L.P. and Global Blue Holding L.P. to Global Blue Group Holding AG with respect to a $75 million term loan facility. Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Agreed Form Loan Agreement (as defined in the Commitment Letter). Assuming the Loan Agreement (as defined in the Commitment Letter) is entered into pursuant to the Commitment Letter, the Lenders confirm that “actual liquidity needs of the Group” under clause 5(a)(ii) of the Loan Agreement (included below for your reference) may include (to the extent the Company does not itself otherwise have access to the needed liquidity to satisfy the indemnification obligations) indemnification obligations of the Company in favor of directors of the Company under the Company’s indemnification policies from time to time in effect in an aggregate amount up to $10 million, and the Lenders
CONVERSION AGREEMENTConversion Agreement • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
This CONVERSION AGREEMENT (this “Agreement”) is dated as of 28 August 2020 by and between (i) Global Blue Group Holding AG, a Swiss corporation (the “Company”), (ii) 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”), (iii) SL Globetrotter L.P., 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 “SL Shareholder” and, together with the PG Shareholder, the “SL/PG Shareholders”) and (iv) the several persons whose names and addresses are set out in each of
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of August 28, 2020, by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (“New Topco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Execution Version AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of September 8, 2022, is made by and among Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft)...Registration Rights Agreement • September 9th, 2022 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
SECOND DEED OF AMENDMENT TO EMPLOYMENT AGREEMENT 21 October 2022 Reference is made to the employment agreement dated 31 August 2020 between Global Blue SA and Jacques Stern (as amended on 24 February 2022 and from time to time) (the “Employment...Employment Agreement • October 25th, 2022 • Global Blue Group Holding AG • Services-computer processing & data preparation
Amendment Letter - D&O Claims (28 June 2022).docx Confidential PRIVATE AND CONFIDENTIAL 28th June 2022 From: Global Blue Group Holding AG (the Borrower) To: SL Globetrotter, L.P. and Global Blue Holding L.P. (together, the Lenders) Dear Sirs Project...Loan Agreement • June 29th, 2022 • Global Blue Group Holding AG • Services-computer processing & data preparation
Signature Page to the Registration Rights Agreement Amendment No. 2] GLOBAL BLUE HOLDING LP acting by its general partner SL GLOBETROTTER GP, LTD By: /s/ Joseph Osnoss Name: Joseph Osnoss Title: Director [Signature Page to the Registration Rights...Registration Rights Agreement • November 29th, 2023 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
DATED AUGUST 28, 2020 between GLOBAL BLUE GROUP HOLDING AG and SL GLOBETROTTER L.P. RELATIONSHIP AGREEMENTRelationship Agreement • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation
To: Global Blue Group Holding AGCommitment Letter • October 6th, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation
We refer to the Commitment Letter dated 13 July 2020 (the “Commitment Letter”) from SL Globetrotter, L.P. and Global Blue Holding L.P. to Global Blue Group Holding AG with respect to a $75 million term loan facility. Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Agreed Form Loan Agreement (as defined in the Commitment Letter). Assuming the Loan Agreement (as defined in the Commitment Letter) is entered into pursuant to the Commitment Letter, the Lenders confirm that “actual liquidity needs of the Group” under clause 5(a)(ii) of the Loan Agreement (included below for your reference) may include (to the extent the Company does not itself otherwise have access to the needed liquidity to satisfy the indemnification obligations) indemnification obligations of the Company in favor of directors of the Company under the Company’s indemnification policies from time to time in effect in an aggregate amount up to $10 million, and the Lenders
EXECUTION VERSION CONFIDENTIAL SHARE PURCHASE AND INVESTMENT AGREEMENT SHARE PURCHASE AND INVESTMENT AGREEMENT (the “Agreement”) dated as of 16 November 2023 by and among (i) Tencent Mobility Limited (the “Purchaser”) (ii) Global Blue Group Holding...Share Purchase and Investment Agreement • November 16th, 2023 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
MANAGEMENT SHAREHOLDERS AGREEMENT DEED OF AMENDMENTManagement Shareholders Agreement • August 31st, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation
Reference is made to the management shareholders agreement dated 16 January 2020 between Global Blue Holding LP, SL Globetrotter LP, Jacques Stern (in his capacity as Management Representative), Global Blue Group Holding AG and the Partners Group entities set out therein (as amended from time to time) (the “MSHA”).
To: RBC Europe Limited as Agent (the “Agent”) From: Global Blue Group Holding AG as Obligors’ Agent (the “Company”) Dated: 1 February 2021Waiver Letter • March 23rd, 2021 • Global Blue Group Holding AG • Services-computer processing & data preparation
Execution Version To: J.P. Morgan SE as Facility Agent (the “Facility Agent”) From: Global Blue Acquisition B.V. as Obligors’ Agent (the “Company”) Dated: 29 April 2024 Dear Sirs/Madams Global Blue Acquisition B.V. – Consent and Amendment Letter 1...Consent and Amendment Letter • June 5th, 2024 • Global Blue Group Holding AG • Services-computer processing & data preparation
SHAREHOLDERS AGREEMENT by and among GLOBAL BLUE HOLDING LP AND SL GLOBETROTTER LP AND THE MANAGERS AND THOMAS W. FARLEY Dated as of August 28, 2020Shareholder Agreement • August 31st, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
This SHAREHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 28, 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” or the “Institutional Shareholders”), (iii) the several Persons (a
ContractRegistration Rights Agreement • November 29th, 2023 • Global Blue Group Holding AG • Services-computer processing & data preparation • Delaware
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • June 19th, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 2020, by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (“New Topco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
DEED OF AMENDMENT TO MSHA Date: 16 November 2023 Reference is made to the management shareholders agreement dated 16 January 2020 (as amended on 26 August 2020 and further amended and restated on 24 February 2022) between Global Blue Holding LP...Management Shareholders Agreement • November 16th, 2023 • Global Blue Group Holding AG • Services-computer processing & data preparation
