AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2021 • Paysafe LTD • Services-business services, nec • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 202[●] among PAYSAFE LIMITED, an exempted limited company incorporated under the laws of Bermuda (the “Company”), PI JERSEY TOPCO LIMITED, a company incorporated in Jersey (“Pi Topco”), PAYSAFE GROUP HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (“PGHL”) and the persons identified on Schedule A hereto (together with their respective affiliates, successors and permitted assigns, collectively, the “Investors” and, each individually, an “Investor”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 25th, 2021 • Paysafe LTD • Services-business services, nec • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [●], 2021, 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”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
SHAREHOLDERS AGREEMENT DATED AS OF [●], 202[●] AMONG PAYSAFE LIMITED AND THE OTHER PARTIES HERETOShareholders Agreement • February 25th, 2021 • Paysafe LTD • Services-business services, nec • New York
This Shareholders Agreement is entered into as of [●], 202[●] by and among Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), Pi Jersey Topco Limited, a company incorporated in Jersey (“Pi Topco”), Paysafe Group Holdings Limited, a private limited company incorporated under the laws of England and Wales (“PGHL”) and each of the Principal Shareholders (as defined below) from time to time party hereto.
Simpson Thacher & Bartlett llpAgreement and Plan of Merger • February 25th, 2021 • Paysafe LTD • Services-business services, nec
We have acted as U.S. counsel to Paysafe Group Holdings Limited, a private limited liability company incorporated under the laws of England and Wales (“PGHL”) in connection with the Agreement and Plan of Merger dated as of December 7, 2020 (as amended to the date hereof, the “Merger Agreement”), entered into by and among PGHL, 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”), and Pi Jersey Holdco 1.5 Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“Pi Jersey Holdco” and, together with the Company, FTAC, the Merger Sub, the LLC, and Pi Jersey Holdco, the “Parties”). For purposes of this opinion, capitalized terms used and not
