SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • February 24th, 2020 • Global Blue Group Holding AG • New York
This Share Purchase and Contribution Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, FPAC and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to that certain Agreement and Plan of Merger dated on or about the date hereof by and among FPAC, Target, the Company, Seller and the other parties thereto (as it may be amended or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (i) the Management Rollup shall occur; (ii) each of Seller and the Management Sellers will contribute (the “Seller Contribution”) a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company (the “Shares”); (iii) the Company will acquire all of the remaining is
FORM OF REGISTRATION RIGHTS AGREEMENT Dated as of [●], 2020Registration Rights Agreement • February 24th, 2020 • Global Blue Group Holding AG • Delaware
WHEREAS, this Agreement is being entered into in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of January [●], 2020, by and among the Company, Fair Point Acquisition Corporation, a Delaware corporation, Globetrotter, and the other parties thereto (the “Merger Agreement”); and
DATED JANUARY 16, 2020 MANAGEMENT SHAREHOLDERS AGREEMENT between HOLDCO and SILVER LAKE and THE MANAGERS and THE COMPANYManagement Shareholders Agreement • February 24th, 2020 • Global Blue Group Holding AG • England
