INDEMNITY AGREEMENTIndemnification Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 29, 2020, by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”), and Frank R. Martire, Jr. (the “Indemnitee”).
75,000,000 Units Foley Trasimene Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 29, 2020, by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”), and David W. Ducommun (the “Indemnitee”).
INDENTURE Dated as of May 1, 2017 Between TEMPO ACQUISITION, LLC, as the Issuer, and TEMPO ACQUISITION FINANCE CORP., as the Co-Issuer, and the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar...Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
INDENTURE, dated as of May 1, 2017, among Tempo Acquisition, LLC (the “Issuer”), Tempo Acquisition Finance Corp., (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 26, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”), Bilcar FT, LP, a Delaware limited partnership (the “Bilcar Sponsor”), and Trasimene Capital FT, LP, a Delaware limited partnership (the “Trasimene Sponsor”, and together with the Bilcar Sponsor, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 8, 2020, by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”) and THL FTAC LLC, a Delaware limited liability company (the “Purchaser”).
Foley Trasimene Acquisition Corp. 1701 Village Center Circle Las Vegas, NV 89134 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering...Underwriting Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 29, 2020, by Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”) and Bilcar FT, LP, a Delaware limited partnership, and Trasimene Capital FT, LP, a Delaware limited partnership (the “Sponsors” together with 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”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 5 TO CREDIT...Credit Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No. 1 on November 27, 2017, Amendment No. 2 on November 15, 2019, Amendment No. 3 on May 8, 2020, Amendment No. 4 on August 7, 2020 and Amendment No. 5 on August 7, 2020, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
WARRANT AGREEMENT between FOLEY TRASIMENE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 29, 2020Warrant Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 29, 2020, is by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Foley Trasimene Acquisition Corp. 1701 Village Center Circle Las Vegas, NV 89134 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies...Underwriting Agreement • June 1st, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
INDENTURE Dated as of May 7, 2020 Between TEMPO ACQUISITION, LLC, as the Issuer, and TEMPO ACQUISITION FINANCE CORP., as the Co-Issuer, and the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar...Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
INDENTURE, dated as of May 7, 2020, among Tempo Acquisition, LLC (the “Issuer”), Tempo Acquisition Finance Corp., (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent and as Notes Collateral Agent.
22,500,000 Shares Alight, Inc. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2023 • Alight, Inc. / Delaware • Services-business services, nec
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) of Alight, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule II hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 22,500,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule II hereto. In addition, the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional an aggregate of up to 3,375,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” For the
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2023 • Alight, Inc. / Delaware • Services-business services, nec • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No. 1 on November 27, 2017, Amendment No. 2 on November 15, 2019, Amendment No. 3 on May 8, 2020, Amendment No. 4 on August 7, 2020, Amendment No. 5 on August 7, 2020, Amendment No. 6 on August 24, 2021 and Amendment No. 7 on January 31, 2022, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Len
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
removed (and not replaced) at such time as such Co-Investor ceases to hold more than 2% of the then outstanding Equity Securities; (ii) Blackstone’s designee has a majority of the votes of the Coordinate Committee; and (iii) Blackstone shall determine, from time to time, the procedures which govern the conduct of the Coordination Committee and shall at all times ultimately control the actions and decisions of the Coordination Committee.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 27th, 2021 • Foley Trasimene Acquisition Corp. • Blank checks • 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).
ALIGHT SOLUTIONS LLC EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2024 • Alight, Inc. / Delaware • Services-business services, nec • Delaware
This Employment Agreement (this “Agreement”) is made as of August 25, 2024, between Alight Solutions LLC (the “Company”), Alight, Inc. (“Parent”), solely for the purposes of Section 5 hereof, and David D. Guilmette (the “Executive”).
AMENDMENT NO. 10 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • June 6th, 2024 • Alight, Inc. / Delaware • Services-business services, nec • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No. 1 on November 27, 2017, Amendment No. 2 on November 15, 2019, Amendment No. 3 on May 8, 2020, Amendment No. 4 on August 7, 2020, Amendment No. 5 on August 7, 2020, Amendment No. 6 on August 24, 2021, Amendment No. 7 on January 31, 2022, Amendment No. 8 on March 14, 2023, and Amendment No. 9 on September 20, 2023, and Amendment No. 10 on June 5, 2024, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collatera
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 14, 2018, among Life Account, L.L.C., a Texas limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALIGHT HOLDING COMPANY, LLC Dated as of July 2, 2021Limited Liability Company Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Alight Holding Company, LLC (the “Company”), is made as of July 2, 2021 (the “Effective Date”) by and among Alight, Inc., a Delaware corporation (“Pubco”), as a Member and the Managing Member as of the date hereof, Alight Group, Inc., a Delaware corporation and wholly owned subsidiary of Pubco (the “Pubco Sub”), Alight Blocker 1 LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Blocker 1”), Alight Blocker 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Blocker 2”), Alight Blocker 3 LP, a Delaware limited partnership and wholly owned subsidiary of Pubco (“Blocker 3”), Alight Blocker 4 [LLC/LP], a Delaware [limited liability company/limited partnership] and wholly owned subsidiary of Pubco (“Blocker 4”) and Alight Blocker 5 LP, a Delaware limited partnership and wholly owned subsidiary of Blocker 4 (“Blocker 5” and together with Bloc
TAX RECEIVABLE AGREEMENT among ALIGHT, INC. and THE PERSONS NAMED HEREIN Dated as of July 2, 2021Tax Receivable Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of July 2, 2021, among Alight, Inc., a Delaware corporation (the “Corporate Taxpayer”), Foley Trasimene Acquisition Corp., a Delaware corporation, (“SPAC”), Tempo Holding Company, LLC, a Delaware limited liability company (“OpCo”), the TRA Parties, the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among ALIGHT, INC., FOLEY TRASIMENE ACQUISITION CORP., TEMPO HOLDING COMPANY, LLC, ACROBAT MERGER SUB, LLC, ACROBAT SPAC MERGER SUB, INC., ACROBAT BLOCKER 1 CORP., ACROBAT BLOCKER 2 CORP.,...Business Combination Agreement • April 30th, 2021 • Foley Trasimene Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (as it may hereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of April 29, 2021 by and among Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), Tempo Holding Company, LLC, a Delaware limited liability company (“Tempo”), Alight, Inc., a Delaware corporation f/k/a Acrobat Holdings, Inc. and direct, wholly owned subsidiary of FTAC (the “Company”), Acrobat SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“FTAC Merger Sub”), Acrobat Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of FTAC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Blocker Merger Sub 1”), Acrobat Blocker 2 Corp., a Delaware corporation and a direct, wholly owned subsid
INVESTOR RIGHTS AGREEMENT DATED AS OF July 2, 2021 AMONG ALIGHT, INC. AND THE OTHER PARTIES HERETOInvestor Rights Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • Delaware
This Investor Rights Agreement is entered into as of July 2, 2021 by and among Alight, Inc., a Delaware corporation (the “Company”), each of the Persons set forth on the signature pages hereto, as the Existing Investors and the Sponsor Investors as of the date hereof, and each of the other Persons from time to time party hereto.
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • July 9th, 2021 • Alight Group, Inc. • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of July 2, 2021, by and among Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), Alight, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 13, 2019, among Carlson Management Consulting, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
TRANSITION AGREEMENTTransition Agreement • August 26th, 2024 • Alight, Inc. / Delaware • Services-business services, nec • Illinois
This Transition Agreement (this “Agreement”), dated August 23, 2024, confirms the following understandings and agreements by and among Alight Solutions LLC (the “Company”), Alight, Inc. (“Parent”), solely for the purposes of Section 4 hereof, and Stephan Scholl (hereinafter referred to as the “Executive”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Amended and Restated Employment Agreement between the Executive and the Company, dated as of August 18, 2021 (the “Employment Agreement”).
ContractSupplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 29, 2019, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”). Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
Start Date] [Address] Re: Severance Letter Agreement Dear [Name],Severance Agreement • May 8th, 2024 • Alight, Inc. / Delaware • Services-business services, nec • Illinois
Alight Solutions LLC (the “Company”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the Company’s key employees, including you, to the Company, and recognizes the continuing importance of your work to the success of the Company. Accordingly, to encourage your continued dedication to the Company, the Company has determined to provide you with severance protections pursuant to the terms of this letter agreement.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 23, 2021, among Choice Health Insurance LLC, a South Carolina limited liability company, National Direct Marketing, LLC, a South Carolina limited liability company (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), subsidiaries of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Notes Collateral Agent, Transfer Agent, Registrar and Paying Agent.
FIRST AMENDMENT TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 2nd, 2023 • Alight, Inc. / Delaware • Services-business services, nec • Delaware
This First Amendment to the Investor Rights Agreement (this “Amendment”), dated as of February 2, 2023, is entered into by and among Alight, Inc., a Delaware corporation (the “Company”), and the other parties hereto, with respect to the Investor Rights Agreement, dated as of July 2, 2021, by and among the Company and the other parties thereto (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
ContractSupplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 27, 2017, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FOLEY TRASIMENE ACQUISITION CORP.Office Space and Administrative Services Agreement • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks
GENERAL RELEASEGeneral Release • March 1st, 2023 • Alight, Inc. / Delaware • Services-business services, nec
I, Cathinka Wahlstrom, in consideration of and subject to the performance by Alight Solutions LLC (together with its subsidiaries and affiliates, the “Company”), of its obligations under the Employment Agreement dated as of January 4, 2021 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
Foley Trasimene Acquisition Corp. 1701 Village Center Circle Las Vegas, NV 89134Securities Subscription Agreement • May 8th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on April 7, 2020 by and among, Bilcar FT, LP, a Delaware limited partnership (“Bilcar”), Trasimene Capital FT, LP, a Delaware limited partnership (“Trasimene Capital” and, together with Bilcar, the “Subscribers”), and Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer each Subscriber has made to subscribe for and purchase 10,781,250 shares (or, in the aggregate, 21,562,500 shares) of Class B common stock, $0.0001 par value per share, of the Company (the “Shares”), up to 1,406,250 (or, in the aggregate, 2,812,500) of which are subject to complete or partial forfeiture by each Subscriber if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscribers, and the Com
