Foley Trasimene Acquisition II Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 21, 2020, by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 18, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Trasimene Capital FT, LP II, a Delaware limited partnership (the “Purchaser”).

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120,000,000 Units Foley Trasimene Acquisition Corp. II UNDERWRITING AGREEMENT
Foley Trasimene Acquisition II • August 3rd, 2020 • Blank checks • New York
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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 3rd, 2020 • Foley Trasimene Acquisition II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Trasimene Capital FT, LP II, a Delaware limited partnership (the “Purchaser”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York

Reference is made to the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 3rd, 2020 • Foley Trasimene Acquisition II • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of July 31, 2020, by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).

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Foley Trasimene Acquisition Corp. II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks

This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 21, 2020, by Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Trasimene Capital FT, LP II, a Delaware limited partnership (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).

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SUBSCRIPTION AGREEMENT
Subscription 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).

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WARRANT AGREEMENT between FOLEY TRASIMENE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 21, 2020
Warrant Agreement • August 24th, 2020 • Foley Trasimene Acquisition II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 21, 2020, is by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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Foley Trasimene Acquisition Corp. II 1701 Village Center Circle Las Vegas, NV 89134 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 3rd, 2020 • Foley Trasimene Acquisition II • Blank checks

This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

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Foley Trasimene Acquisition Corp. II 1701 Village Center Circle Las Vegas, NV 89134
Foley Trasimene Acquisition II • August 3rd, 2020 • Blank checks • Delaware

This agreement (this “Agreement”) is entered into on July 17, 2020 by and between, Trasimene Capital FT, LP II, a Delaware limited partnership (the “Subscriber”), and Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 34,500,000 shares of Class B common stock, $0.001 par value per share, of the Company (the “Shares”), up to 4,500,000 of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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WARRANT ASSUMPTION AGREEMENT
Warrant Assumption Agreement • March 30th, 2021 • Foley Trasimene Acquisition II • Blank checks • New York

This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March 30, 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”).

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Re: Sponsor Agreement
Foley Trasimene Acquisition II • December 7th, 2020 • 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

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FOLEY TRASIMENE ACQUISITION CORP. II 1701 Village Center Circle Las Vegas, NV 89134 [●], 2020
Foley Trasimene Acquisition II • August 3rd, 2020 • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Foley Trasimene Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cannae Holdings, Inc. (“Cannae Holdings”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1701 Village Center Circle, Las Vegas, NV 89134 (or any successor location). In exchange therefore, the Company shall pay Cannae Holdings a sum of $5,000 per month, respectively, on the Effective Date and conti

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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, 2020
Agreement and Plan of Merger • 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.

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FOLEY TRASIMENE ACQUISITION CORP. II 1701 Village Center Circle Las Vegas, NV 89134 August 21, 2020
Foley Trasimene Acquisition II • August 24th, 2020 • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Foley Trasimene Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cannae Holdings, Inc. (“Cannae Holdings”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1701 Village Center Circle, Las Vegas, NV 89134 (or any successor location). In exchange therefore, the Company shall pay Cannae Holdings a sum of $5,000 per month, respectively, on the Effective Date and conti

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