INDEMNITY AGREEMENTIndemnity Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 21, 2020, by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 18, 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. II, a Delaware corporation (the “Company”) and Trasimene Capital FT, LP II, a Delaware limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. II (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.
Foley Trasimene Acquisition Corp. II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks
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. II, 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 • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 21, 2020, by Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Trasimene Capital FT, LP II, a Delaware limited partnership (the “Sponsor,” 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. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 21, 2020Warrant Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 21, 2020, is by and between Foley Trasimene Acquisition Corp. II, 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. II 1701 Village Center Circle Las Vegas, NV 89134 August 21, 2020Foley Trasimene Acquisition II • August 24th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Foley Trasimene Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cannae Holdings, Inc. (“Cannae Holdings”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1701 Village Center Circle, Las Vegas, NV 89134 (or any successor location). In exchange therefore, the Company shall pay Cannae Holdings a sum of $5,000 per month, respectively, on the Effective Date and conti
