SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • 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
DATED January 16, 2020 between GLOBAL BLUE GROUP HOLDING AG and SL GLOBETROTTER L.P. and FAR POINT LLC RELATIONSHIP AGREEMENTRelationship Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks
AGREEMENT AND PLAN OF MERGER dated as of January 16, 2020 by and among SL GLOBETROTTER, L.P. (in its capacity as a Seller Party and as the GB Shareholders’ Representative) GLOBAL BLUE GROUP HOLDING AG GLOBAL BLUE US HOLDCO LLC GLOBAL BLUE US MERGER...Agreement and Plan of Merger • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 16, 2020, is entered into by and among SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter” and, in its capacity as a representative of the Company and its shareholders on the date hereof and immediately prior to the Closing, the “GB Shareholders’ Representative”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland (“New Topco”), Global Blue US Holdco LLC, a Delaware limited liability company (“US Holdco”), Global Blue US Merger Sub Inc., a Delaware corporation (“US Merger Sub”), Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“Cayman Holdings”), the individuals listed on Section 1.01(a) of the Company Disclosure Schedules (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Glo
SHARE PURCHASE AND CONTRIBUTION AGREEMENTShare Purchase and Contribution Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks
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).
SHAREHOLDERS AGREEMENT by and among GLOBAL BLUE HOLDING LP AND SL GLOBETROTTER LP AND FAR POINT LLC AND THE THIRD POINT SHAREHOLDERS AND THE MANAGERS Dated as of 16 January 2020Shareholders Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • Delaware
This SHAREHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of 16 January 2020, by and among: (i) Global Blue Holding LP, 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”), (ii) SL Globetrotter LP, 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” and, together with the PG Shareholder, each a “SL/PG Shareholder” and together the “SL/PG Shareholders”), (iii) Far Point LLC, a Delaware limited liability company, havin
FORM OF SHARE SUBSCRIPTION AGREEMENTForm of Share Subscription Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • New York
SHARE PURCHASE AGREEMENT, dated as of January , 2020 by and among (i) the person named on the signature page hereto (the “Purchaser”), (ii) Global Blue Group Holding AG, a Swiss corporation (the “Company”), and (iii) Far Point Acquisition Corporation, a Delaware corporation (“FPAC”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 16, 2020, by and among SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland (“New Topco”), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Wangen-Brüttisellen, Switzerland (the “Company” and together with Globetrotter and New Topco, the “GB Parties”), Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), Far Point LLC, a Delaware limited liability company (the “Founder”) and Third Point Ventures LLC, a Delaware limited liability company (the “TP Investor” and together with the Founder, the “FPAC Shareholders”). Globetrotter, New Topco, the Company, FPAC and the FPAC Shareholders are sometimes referred t
FOUNDER SHARES SURRENDER AGREEMENTFounder Shares Surrender Agreement • January 21st, 2020 • Far Point Acquisition Corp • Blank checks
Reference is made to that certain Merger Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“SL Fund”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Wangen-Brüttisellen, Switzerland (“New Topco”), Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), and the other parties set forth on the signature pages thereto. This letter agreement (this “Letter Agreement”) is being entered into by and among Far Point LLC, a Delaware limited liability company (the “Founder”), FPAC, SL Fund and New Topco in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
