SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2020 • Foley Trasimene Acquisition II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of December, 2020, by and among Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Issuer”), Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “SPAC”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
Re: Sponsor AgreementSponsor Agreement • December 7th, 2020 • Foley Trasimene Acquisition II • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of the date hereof, 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”), Paysafe Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Paysafe Bermuda Holding LLC, a Bermuda limited liability company (the “LLC”), and Paysafe Group Holdings Limited, a private limited company incorporated under the laws of England and Wales (“PGHL”), and hereby amends and restates in its entirety (a) that certain letter, dated August 21, 2020, from Trasimene Capital FT, LP II, a Delaware limited partnership (the “Sponsor”) to FTAC (the “Prior Sponsor Letter Agreement”) and (b) each certain letter, each dated August 21, 2020 from each of the other persons undersigned th
AGREEMENT AND PLAN OF MERGER by and among FOLEY TRASIMENE ACQUISITION CORP. II PAYSAFE LIMITED, PAYSAFE MERGER SUB INC., PAYSAFE GROUP HOLDINGS LIMITED, PAYSAFE BERMUDA HOLDING LLC, and PI JERSEY HOLDCO 1.5 LIMITED dated as of December 7, 2020Merger Agreement • December 7th, 2020 • Foley Trasimene Acquisition II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 7, 2020, 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”), 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”), Pi Jersey Holdco 1.5 Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“Pi Jersey Holdco”) and Paysafe Group Holdings Limited, a private limited company incorporated under the laws of England and Wales (“PGHL”). FTAC, the Company, Merger Sub, the LLC, Pi Jersey Holdco and PGHL are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
