Paysafe Limited Common Shares, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • May 19th, 2021 • Paysafe LTD • Services-business services, nec • New York
Each of [•] and [•], (the “Selling Stockholders”), as a stockholder of Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] common shares, par value $0.001 per share (“Common Stock”), of the Company and, at the election of the Underwriters, to sell to the Underwriters up to [•] additional shares of Common Stock of the Company. The aggregate of [•] shares of Common Stock to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to [•] additional shares of Common Stock to be sold by the Company and up to [•] additional shares of Common Stock to be sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2021 • Paysafe LTD • Services-business services, nec • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2021 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”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • April 1st, 2021 • Paysafe LTD • Services-business services, nec • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March 30, 2021, by and among Foley Trasimene Acquisition Corp. II, a Delaware corporation (“FTAC”), Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INTERCREDITOR AGREEMENT dated 24 June 2021 as Senior Facility Agent the companies named herein as Original Debtors LUCID TRUSTEE SERVICES LIMITED as Security Agent and others Ref: L-262787 Linklaters LLPIntercreditor Agreement • March 15th, 2023 • Paysafe LTD • Services-business services, nec
JUNE 24, 2021 PAYSAFE US HOLDCO LIMITED and PAYSAFE HOLDINGS (US) CORP.(and each other Grantor party hereto) and LUCID TRUSTEE SERVICES LIMITED(as Security Agent) COLLATERAL AGREEMENTCollateral Agreement • March 15th, 2023 • Paysafe LTD • Services-business services, nec • New York
COLLATERAL AGREEMENT, dated as of June 24, 2021 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, this “Agreement”), among each party identified as a “Grantor” on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein but excluding any other entity that has ceased to be a Grantor as provided herein or in accordance with the Secured Debt Documents, each a “Grantor” and, collectively, the “Grantors”), and LUCID TRUSTEE SERVICES LIMITED, as security agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Security Agent”).
SECURITY ACCESSION DEEDSecurity Accession Deed • March 15th, 2023 • Paysafe LTD • Services-business services, nec
Amendment Agreement in respect of a Senior Facilities Agreement dated 24 June 2021 between Paysafe Group Holdings III Limited as the Company Paysafe Group Holdings II Limited as the Obligors’ Agent and as Agent White & Case LLP London EC2N 1DWAmendment Agreement • March 20th, 2024 • Paysafe LTD • Services-business services, nec
PAYSAFE GROUP HOLDINGS III LIMITED, a company incorporated under the laws of England, with registered number 10869332 and having its registered office at Floor 27, 25 Canada Square, London, England, E14 5LQ (the “Company”);
SHAREHOLDERS AGREEMENT DATED AS OF MARCH 30, 2021 AMONG PAYSAFE LIMITED AND THE OTHER PARTIES HERETOShareholders Agreement • April 1st, 2021 • Paysafe LTD • Services-business services, nec • New York
This Shareholders Agreement is entered into as of March 30, 2021 by and 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 each of the Principal Shareholders (as defined below) from time to time party hereto.
24 June 2021 PAYSAFE GROUP LIMITED (as the Chargor) and LUCID TRUSTEE SERVICES LIMITED (as Security Agent)Security Agreement • March 15th, 2023 • Paysafe LTD • Services-business services, nec
PAYSAFE GROUP HOLDINGS II LIMITED (as the Parent) Each of the entities listed in Schedule 1 (as the Original Chargors) and LUCID TRUSTEE SERVICES LIMITED (as Security Agent)Debenture • March 15th, 2023 • Paysafe LTD • Services-business services, nec
Simpson Thacher & Bartlett llpAgreement and Plan of Merger • February 25th, 2021 • Paysafe LTD • Services-business services, nec
We have acted as U.S. counsel to Paysafe Group Holdings Limited, a private limited liability company incorporated under the laws of England and Wales (“PGHL”) in connection with the Agreement and Plan of Merger dated as of December 7, 2020 (as amended to the date hereof, the “Merger Agreement”), entered into by and among PGHL, Foley Trasimene Acquisition Corp. II, a Delaware Corporation (“FTAC”), Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), Paysafe Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Paysafe Bermuda Holding LLC, a Bermuda Exempted limited liability company (the “LLC”), and Pi Jersey Holdco 1.5 Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“Pi Jersey Holdco” and, together with the Company, FTAC, the Merger Sub, the LLC, and Pi Jersey Holdco, the “Parties”). For purposes of this opinion, capitalized terms used and not
INDENTURE Dated as of June 28, 2021 Between PAYSAFE FINANCE PLC and PAYSAFE HOLDINGS (US) CORP., as the Issuers, and the Guarantors named herein, and LUCID TRUSTEE SERVICES LIMITED, as Trustee, and LUCID TRUSTEE SERVICES LIMITED, as Security Agent,...Indenture • March 28th, 2022 • Paysafe LTD • Services-business services, nec • New York
INDENTURE, dated as of June 28, 2021, among Paysafe Finance PLC, a public limited company incorporated under the laws of the United Kingdom (the “UK Co-Issuer”) and Paysafe Holdings (US) Corp., a Delaware corporation (the “U.S. Co-Issuer” and, together with the UK Co-Issuer, the “Issuers”), Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Parent”), Paysafe Group Holdings II Limited (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto (together with Holdings, the “Guarantors”), Lucid Trustee Services Limited, as Trustee, Lucid Trustee Services Limited, as Security Agent, The Bank of New York Mellon, London Branch, as Dollar Paying Agent and Euro Paying Agent and The Bank of New York Mellon SA/NV, Dublin Branch as Dollar Transfer Agent and Euro Transfer Agent and Registrar.
