INDEMNITY AGREEMENTIndemnity Agreement • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
75,000,000 Units Foley Trasimene Acquisition Corp. UNDERWRITING AGREEMENTFoley Trasimene Acquisition Corp. • May 18th, 2020 • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 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 • May 18th, 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...Letter Agreement • May 18th, 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 • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [·], 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”).
WARRANT AGREEMENT between FOLEY TRASIMENE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • May 18th, 2020 • Foley Trasimene Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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...Letter Agreement • May 18th, 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.
FOLEY TRASIMENE ACQUISITION CORP.Foley Trasimene Acquisition Corp. • May 18th, 2020 • Blank checks
