SECOND AMENDED AND RESTATED RELATIONSHIP AGREEMENTRelationship Agreement • September 8th, 2020 • API (Hong Kong) Investment LTD • Services-computer processing & data preparation
SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • September 8th, 2020 • API (Hong Kong) Investment LTD • Services-computer processing & data preparation
SHARE PURCHASE AND CONTRIBUTION AGREEMENT dated as of January 15, 2020 by and among (i) Antfin (Hong Kong) Holding Limited (the “Purchaser”), (ii) Global Blue Group Holding AG, a Swiss corporation (the “Company”), and (iii) SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Transaction Agreement (as defined below).
To: Antfin (Hong Kong) Holding Limited (“Ant”)API (Hong Kong) Investment LTD • September 8th, 2020 • Services-computer processing & data preparation
We refer to the form of Share Purchase and Contribution Agreement attached as Appendix A (the “Form Purchase Agreement” and, as executed and delivered by the parties thereto in accordance with this Agreement, the “Purchase Agreement”) the terms of which have been agreed between the Parties.
VOTING AGREEMENT by and among SL GLOBETROTTER, L.P. AND GLOBAL BLUE HOLDING L.P. AND ANTFIN (HONG KONG) HOLDING LIMITEDVoting Agreement • September 8th, 2020 • API (Hong Kong) Investment LTD • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of 7 September 2020, by and among: (i) 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 (the “SL Shareholder”), (ii) Global Blue Holding 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 “PG Shareholder” and, together with the SL Shareholder, each a “SL/PG Shareholder” and together the “SL/PG Shareholders”) and (iii) Antfin (Hong Kong) Holding Limited, 26/F, Tower 1, Time
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • September 8th, 2020 • API (Hong Kong) Investment LTD • Services-computer processing & data preparation
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of ordinary shares of Global Blue Group Holding AG, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be execute
