Letter Agreement, dated as of August 15, 2020, by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., individually and in its capacity as the GB Shareholders Representative under Merger Agreement, Global Blue Group AG, Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P

Closing. FPAC confirms and agrees that, if requested in writing (including by e-mail) by Globetrotter, the Closing Date (a) may be fewer than four (4) Business Days after the conditions set forth in Article X of the Merger Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver thereof) and (b) may be on August 31, 2020. FPAC further confirms that it will not object to any waiver by the GB Shareholders’ Representative of the Specified Condition.

Acknowledgement Regarding Forward Purchase. FPAC agrees and acknowledges that as a result of the TP Funds not providing cash funding in excess of $61,000,000 to Cloudbreak to purchase shares of FPAC Common Stock under the Forward Purchase Agreement, the Seller Parties shall receive an increased amount of Stock Consideration upon consummation of the Closing under the Merger Agreement in accordance with Article II of the Merger Agreement. FPAC and Globetrotter agree that, subject to the Performance Condition (as defined in the TP Letter Agreement), FPAC will not enforce, and Globetrotter shall not request FPAC to enforce, the Forward Purchase Agreement against Cloudbreak. Cloudbreak is a third party beneficiary of this Section 2.

Closing Conditions and Termination.

FPAC confirms and agrees that it shall not assert that the conditions in Sections 10.01(a), 10.01(b) (with respect to matters associated with the conditions set forth in Section 10.01(a)), 10.01(e), 10.01(g) (subject to Section 6 hereof), 10.01(h) (but only if Thomas W. Farley is elected as a director and chairman of New Topco (unless he is unable or unwilling to serve on the board of directors)) or 10.02 (solely with respect to matters known to FPAC on the date hereof, it being understood that nothing directly arising out of the COVID 19 pandemic even after the date hereof shall constitute a Material Adverse Effect) of the Merger Agreement have not been satisfied or waived (it is further understood and agreed that the foregoing clause of this Section 3(a) is without prejudice to the definition of Material Adverse Effect as set forth in the Merger Agreement).

For the avoidance of doubt, the GB Shareholders’ Representative shall have the right to waive in whole or in part (in the sole discretion of the GB Shareholders’ Representative) the closing condition set forth in Section 10.03(e) of the Merger Agreement with respect to any or all of the PIPE Investments (and any or all of any particular PIPE Investment), and, in the event of any such waiver, the proviso in Section 10.03(e) of the Merger Agreement will apply.

FPAC confirms and agrees that it will not exercise any right it may have to terminate the Merger Agreement prior to September 11, 2020; provided, however, this Agreement does not prevent FPAC from taking any actions required pursuant to the terms of the FPAC Organizational Documents and/or the Trust Agreement.

FPAC agrees that, if requested by Globetrotter, it will use commercially reasonable efforts to conduct a reverse stock split of the FPAC Common Stock with a view to enabling the New Topco Shares to meet the minimum share price listing standards of the NYSE. It is understood and agreed that Globetrotter shall pay any and all reasonable expenses of FPAC (including reasonable fees and expenses of FPAC’s Representatives) incurred in connection with such request; provided that such fees and expenses may be recharged to New Topco or a Subsidiary of New Topco at or after the Closing.

If at the Closing the listing approval condition set forth in Section 10.01(e) of the Merger Agreement has not been satisfied, then after the Closing, New Topco agrees to use commercially reasonable efforts to seek and obtain approval for a listing on the NYSE, another stock exchange or the over-the-counter market, including OTC BB; provided that this Section 3(e) shall expire three (3) months after the Closing Date whether or not approval of such a listing has been obtained. For the avoidance of doubt, once such a listing has been obtained (whether at or after Closing), the GB Parties are not obligated in this Section 3(e) to maintain such listing (or to seek to obtain any other listing) thereafter.

FPAC agrees that it will, promptly following a written request (including by email) from any GB Party therefor, provide its written consent to the extent required by the Merger Agreement to (i) permit any action (and FPAC will provide reasonable cooperation and use reasonable best efforts to enable any such action to be completed) reasonably requested by Globetrotter with a view to satisfying the conditions to Closing in Article X of the Merger Agreement and (ii) any transfer of New Topco Shares by Globetrotter, Cayman Holdings or any of their affiliates to one or more direct or indirect investors in Globetrotter or Cayman Holdings.

Globetrotter confirms and agrees that it will, promptly following a written request therefor from FPAC, consent to FPAC taking reasonable actions, including effecting a waiver under that certain Letter Agreement, dated as of June 11, 2018, by and among FPAC, the Founder and the other parties thereto, in connection with allowing FPAC to redeem up to 65,700 shares of FPAC Common Stock held by David Bonanno and up to 100,000 shares of FPAC Common Stock held by Laurence Tosi.

Proxy Statement/Meeting Cooperation. As promptly as practicable following the execution and delivery of this Agreement, FPAC and Globetrotter shall, and shall cause their respective representatives, to cooperate and use reasonable best efforts to prepare and file any supplement to the Proxy Statement/Prospectus (“Supplement”) concerning the arrangements set forth herein and in the TP Letter Agreement. Upon request by Globetrotter, FPAC shall promptly disseminate to the holders of shares of FPAC Common Stock any Supplement, including mailing any Supplement to FPAC stockholders. FPAC confirms it will continue to comply with Section 9.02(b) of the Merger Agreement. Promptly following a written request from Globetrotter therefor, FPAC will take all actions required to delay or adjourn the Special Meeting to such date and time as may be specified by Globetrotter and as shall be in compliance with applicable law. Globetrotter and FPAC hereby agree that promptly following execution and delivery of this Agreement FPAC and Globetrotter shall issue a joint press release substantially in the form attached hereto as Exhibit C.

PIPE Agreements. FPAC hereby consents to any amendment, waiver, supplement or other modification of any PIPE Agreement or any of the terms or conditions of any PIPE Investment, whether before or after the Closing (a “PIPE Change”), that may be proposed by Globetrotter; provided that such amendments, waivers, supplements or other modifications that would reasonably be expected to affect the economic interests of New Topco or its shareholders taken as a whole shall have been determined in good faith to be in the best interests of New Topco. FPAC shall take any action required to enter into and effectuate any such PIPE Change, including without limitation by promptly executing and delivering any such document required to effectuate a PIPE Change, provided that such PIPE Change does not result in any additional obligations of FPAC prior to the Closing.

Financing Agreement. FPAC confirms that it will not object if the Group terminates, or permits to expire or be terminated, the Financing Agreement; provided that the Group promptly enters into a replacement or alternative financing facility; provided, further, that such replacement or alternative financing facility complies with clauses (i) and (iii) of Section 7.07(a) of the Merger Agreement. FPAC agrees not to discuss or communicate with any existing or potential source of debt or equity financing for the Transactions with respect to the Transactions, except with Globetrotter’s prior written consent (which consent may be given or withheld in Globetrotter’s sole discretion and may be conditioned upon Globetrotter participating in such discussion or communication).

Certain FPAC Transaction Expenses. FPAC agrees that the Deferred Discount (as defined in the Trust Agreement) will not exceed $20,737,500.

Term Sheet. FPAC acknowledges the Term Sheet (as defined in the TP Letter Agreement). FPAC shall reasonably cooperate in the negotiation, preparation and execution of such definitive documentation as is reasonably necessary or appropriate in order to give effect to the transactions contemplated by the Term Sheet.

R&W Policy. In connection with the Closing, FPAC agrees to consult with Globetrotter prior to the Closing and will purchase the R&W Policy only if Globetrotter requests it to do so.

Representations and Warranties of FPAC. FPAC represents and warrants to the GB Parties that:

FPAC is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted and to perform its obligations under this Agreement.

FPAC has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by FPAC, will constitute the valid and legally binding obligation of FPAC, enforceable against FPAC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Except as contemplated by this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of FPAC in connection with the consummation of the transactions contemplated by this Agreement, other than filings that may be required under applicable federal securities laws.

The execution, delivery and performance by FPAC of this Agreement and the consummation by FPAC of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to FPAC, in each case (other than clause (i) above), which would have a material adverse effect on FPAC or its ability to consummate the transactions contemplated by this Agreement.

The Merger Agreement remains in full force and effect, subject to the terms and conditions of this Agreement.

Representations and Warranties of the GB Parties. Each GB Party, severally but not jointly and as to itself only, represents and warrants to FPAC that:

Such GB Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted and to perform its obligations under this Agreement.

Such GB Party has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such GB Party, will constitute the valid and legally binding obligation of such GB Party and, in connection with the GB Shareholders’ Representative execution and delivery of this Agreement, the Seller Parties, enforceable against such party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Except as contemplated by this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such GB Party or, in the case of the GB Shareholders’ Representative, the Seller Parties in connection with the consummation of the transactions contemplated by this Agreement, other than filings that may be required under applicable federal securities laws.

The execution, delivery and performance by such GB Party of this Agreement and the consummation by such GB Party of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to such GB Party, in each case (other than clause (i) above), which would have a material adverse effect on such party or its ability to consummate the transactions contemplated by this Agreement.

The Merger Agreement remains in full force and effect, subject to the terms and conditions of this Agreement.

Releases.

Effective upon the date hereof, FPAC on its own behalf and on behalf of its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, partners, members, managers, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “FPAC Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, choate or inchoate, which the FPAC Releasors now have, or claim to have, or which the FPAC Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world

Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge FPAC, as well as all of its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “FPAC Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, choate or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the FPAC Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement (but excluding any extant obligations of any FPAC Releasee, including pursuant to Section 9.09 of the Merger Agreement, the Transaction Documents, the TP Letter Agreement, any Transaction Document (as defined in the TP Letter Agreement) and the

Miscellaneous. Sections 12.01 (Waiver), 12.02 (Notices), 12.03 (Assignment), 12.04 (Rights of Third Parties), 12.05 (Expenses), 12.06 (Governing Law), 12.07 (Captions; Counterparts), 12.09 (Entire Agreement), 12.10 (Amendments), 12.11 (Severability), 12.12 (Jurisdiction; WAIVER OF TRIAL BY JURY), 12.13 (Enforcement), 12.14 (Non-Recourse) and 12.15 (Nonsurvival of Representations, Warranties and Covenants) of the Merger Agreement shall apply to this Agreement as if set forth in full in this agreement, mutatis mutandis.

/s/ Thomas Farley

/s/ Joseph Osnoss

/s/ Jacques Stern

/s/ Joseph Osnoss

/s/ Joseph Osnoss

/s/ Joseph Osnoss

JACQUES STERN, solely in his capacity

as the Management Representative

/s/ Jacques Stern

Representations and Warranties of TP Parties. Each of Third Point LLC, Cloudbreak, the Founder, Third Point Ventures LLC (as nominee of the TP Funds) and each TP Fund (collectively, the “TP Parties” and each, a “TP Party”), severally but not jointly and as to itself only, represents and warrants to the Seller Parties, New Topco, US Holdco, US Merger Sub and the Company (collectively, the “GB Parties” and each, a “GB Party”) that:

Such TP Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted and to perform its obligations under this Agreement.

Such TP Party has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such TP Party, will constitute the valid and legally binding obligation of such TP Party, enforceable against such TP Party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such TP Party in connection with the consummation of the transactions contemplated by this Agreement, other than filings that may be required under applicable federal securities laws.

The execution, delivery and performance by such TP Party of this Agreement and the consummation by such TP Party of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to such TP Party, in each case (other than clause (i) above), which would have a material adverse effect on such TP Party or its ability to consummate the transactions contemplated by this Agreement.

Representations and Warranties of GB Parties. Each GB Party, severally but not jointly and as to itself only, represents and warrants to the TP Parties that:

Such GB Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted and to perform its obligations under this Agreement.

Such GB Party has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such GB Party, will constitute the valid and legally binding obligation of such GB Party, enforceable against such GB Party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such GB Party in connection with the consummation of the transactions contemplated by this Agreement, other than filings that may be required under applicable federal securities laws.

The execution, delivery and performance by such GB Party of this Agreement and the consummation by such GB Party of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to such GB Party, in each case (other than clause (i) above), which would have a material adverse effect on such GB Party or its ability to consummate the transactions contemplated by this Agreement.

No Other Representations. Except for the specific representations and warranties contained in Section 1 and Section 2, none of the TP Parties or the GB Parties or any of their respective affiliates, nor any person acting on behalf of any of them or any of their respective affiliates has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such TP Party or GB Party, as the case may be, and/or this Agreement, as applicable, and the parties disclaim any such representation or warranty.

Backstop and Other Commitments.

Each TP Party shall not, directly or indirectly, elect to redeem any shares of FPAC Common Stock in accordance with the Certificate of Incorporation in connection with the Business Combination.

As promptly as practicable following the date hereof and in any event within one (1) Business Day, Cloudbreak and Globetrotter shall each agree to and enter into an escrow agreement substantially in the form attached as Exhibit A hereto and otherwise in form and substance reasonably acceptable to Cloudbreak and Globetrotter (the “Escrow Agreement”) with an affiliate of JPMorgan (or another financial institution selected by Globetrotter and reasonably acceptable to Cloudbreak) as escrow agent (the “Escrow Agent”). The Escrow Agent will establish an escrow account (“Escrow Account”) in accordance with the Escrow Agreement. Within one (1) Business Day of establishment of the Escrow Account, pursuant to the Escrow Agreement, Cloudbreak and/or its affiliates shall, and the TP Funds, severally and not jointly, shall cause Cloudbreak and/or its affiliates to, deposit, by wire transfer of U.S. dollars in immediately available

In consideration of the provisions of this Agreement, immediately upon consummation of the Closing pursuant to the Merger Agreement on the Closing Date, the Founder shall, and Cloudbreak and the TP Funds shall cause the Founder to, transfer to Globetrotter (or its designees) all New Topco Shares received by them in respect of the Founder Shares pursuant to the Merger Agreement, all FPAC Founder Contingent Shares, if applicable, and all FPAC Warrants in respect of the Private Placement Warrants (as defined in the Warrant Agreement), other than the New Topco Shares received by the Founder in respect of 4,316,321 Founder Shares (the “Surviving Founder Shares”), which shall be retained by the Founder and transferred to, or otherwise allocated by the Founder for the benefit of, Thomas W. Farley, David Bonanno and Kelly Vallante as described in, and be subject to the provisions described in, the term sheet attached hereto as Exhibit B (the “Term Sheet”).

To the extent applicable, each TP Party and any of their respective affiliates shall, if it has not already done so, promptly (and in any event within one (1) Business Day after the date hereof) submit (and not revoke) a duly completed proxy to cause all FPAC Shares owned by it to be voted for the Business Combination Proposal and the Adjournment Proposal (each as defined in the effective Registration Statement on Form F-4 (Registration No. 333-236581).

Subject to compliance by the TP Parties with their obligations in this Agreement and the consummation of the Forward Closing (as defined in the Forward Purchase Agreement) with respect to $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the terms of the Forward Purchase Agreement (such compliance and consummation, the “Performance Condition”), each GB Party hereby agrees not to enforce any of its rights or claim any damages against any Third Point Releasee pursuant to:

any TP Transaction Document or with respect to any matters arising therefrom; and

the Share Purchase and Contribution Agreement, dated as of January 16, 2020, by and among the TP Funds, New Topco, Cayman Holdings and FPAC (the “Holding Share Purchase Agreement”) and the Share Purchase and Contribution Agreement, dated as of January 16, 2020, by and among the TP Funds, New Topco, Globetrotter and FPAC (the “Globetrotter Share Purchase Agreement” and, together with the Holding Share Purchase Agreement, the “Share Purchase Agreements”) or with respect to any matters arising therefrom.

Subject to the Performance Condition, each of the TP Parties, Cayman Holdings and Globetrotter (each, a “SHA Party”) hereby agrees that, immediately upon the Shareholders Agreement becoming effective pursuant to Section 4.2 thereof (the “SHA Effective Date”), each of the TP Parties is and shall be released and discharged from any and all liabilities and obligations, and shall cease to have any rights or benefits, under the Shareholders Agreement, and shall cease to be a party to the Shareholders Agreement. Immediately upon the SHA Effective Date, the SHA Parties further agree that all references, terms, rights and other provisions set forth in Sections 2.1, 2.2 and 2.3 (and rights of approval or consent under Article III) of the Shareholders Agreement pertaining to each of the TP Parties is and shall be terminated. Each SHA Party agrees that this Section Error! Reference source not found. shall meet, and be deemed to meet, all requirements in respect of amendment contained in the Shareholders Agreement.

Each of New Topco, Globetrotter and the Founder (each, a “Relationship Party”) hereby agrees that the Founder hereby is and shall be released and discharged from any and all liabilities and obligations, and shall cease to have any rights or benefits, under the Relationship Agreement, and shall cease to be a party to the Relationship Agreement. The Relationship Parties further agree that all references, terms, rights and other provisions of the Relationship Agreement pertaining to the Founder, and the participation by the Founder in the Relationship Agreement hereby is and shall be terminated. Each Relationship Party agrees that this Section 4(f) shall meet, and be deemed to meet, all requirements in respect of amendment contained in the Relationship Agreement.

Each TP Party hereby agrees that such TP Party shall cease to have any rights or benefits it may have under the Board Rules (as defined in the Relationship Agreement), and that all references, terms, rights and other provisions of the Board Rules pertaining to any of them is and shall be terminated.

The TP Parties agree not to discuss or communicate with any existing or potential source of debt or equity financing for the Transactions with respect to the Transactions, except with Globetrotter’s prior written consent (which consent may be given or withheld in Globetrotter’s sole discretion and may be conditioned upon Globetrotter participating in such discussion or communication).

Backstop Subscriber Amount Acknowledgement. Each TP Party agrees and acknowledges that as a result of the TP Funds not providing cash funding in excess of the Escrow Amount to Cloudbreak to purchase shares of FPAC Common Stock under the Forward Purchase Agreement, the Seller Parties shall receive an increased amount of Stock Consideration upon consummation of the Closing under the Merger Agreement in accordance with Article II of the Merger Agreement. The GB Parties represent and warrant that the capitalization table sent from ***@*** of Simpson Thacher & Bartlett LLP to ***@*** of Willkie Farr & Gallagher LLP by email at or about 10:36 p.m. Eastern time on August 15, 2020 accurately reflects, in all material respects, as of the date sent and based upon the assumptions described therein, the expected capitalization of New Topco immediately following the Closing, assuming a maximum redemption scenario.

Bank of Italy and Other Conditions; Termination of Merger Agreement.

Each TP Party agrees that it will not, directly or indirectly, assert or knowingly encourage FPAC, any other TP Party or any other party to any TP Transaction Document or Transaction Document (other than a GB Party) to assert that any condition to the consummation of the transactions contemplated by the TP Transaction Documents and/or the Transaction Documents has not been satisfied.

Each of the TP Parties shall, and shall cause their affiliates to, promptly take any and all reasonable actions (without prejudice to its rights under this Agreement), as may be reasonably requested by any GB Party to enable the Specified Condition and the other conditions to consummation of the Transactions set forth in any TP Transaction Document or Transaction Document to be satisfied or waived as soon as practicable after the date of this Agreement (or, in the case of the conditions in Section 10.01(a) of the Merger Agreement, as requested to enable any party to obviate the need for such condition to be satisfied), including without limitation, if requested by any GB Party, supporting a reverse stock split of the FPAC Common Stock with a view to enabling the New Topco Shares to meet the minimum share price listing standards of the NYSE, including by voting its shares of FPAC Common Stock, if necessary, to approve or facilitate such a reverse stock split. Without limiting the generality of the foregoing, each of the TP Parties shall not, directly or indirectly, and shall cause their controlled affiliates not to, do or cause to be done anything that such party reasonably expects might undermine or make more difficult the satisfaction of any condition to consummation of the transactions set forth in any TP Transaction Document or Transaction Document on or prior to the Closing Date.

Each of the parties to this Agreement agrees that the two provisos at the end of each of Sections 5(a) and (b) of the TPB Letter shall be deemed to be deleted from the TPB Letter.

Each of the TP Parties acknowledges that FPAC has confirmed and agreed that it will not exercise any right it may have to terminate the Merger Agreement prior to September 11, 2020, provided that FPAC is not prevented from taking any actions required pursuant to the terms of the FPAC Organizational Documents and/or the Trust Agreement.

If at the Closing the listing approval condition set forth in Section 10.01(e) of the Merger Agreement has not been satisfied, then after the Closing, New Topco agrees to use commercially reasonable efforts to seek and obtain approval for listing on the NYSE, NYSE American, NASDAQ, or another nationally or internationally recognized stock exchange (each, a “Preferred Venue”) or another stock exchange or the over-the-counter market, which may include OTCBB or pink sheets (each, a “Another Venue”); provided that New Topco agrees to continue to use commercially reasonable efforts to seek and obtain approval for listing on a Preferred Venue even if it has already obtained approval for listing on Another Venue. New Topco’s obligations under the first sentence of this Section 6(e) shall terminate upon the earliest of: (i) twelve (12) months after the Closing Date whether or not approval of such a listing has been obtained; (ii) obtaining approval for listing on a Preferred Venue (whether before, at or after Closing), provided that the penultimate sentence of this Section 6(e) will apply one time; and (iii) consummation of any merger, consolidation or similar business combination involving New Topco and as a result of which Globetrotter and its Affiliates cease to own more than 50% of the outstanding New Topco Shares, or any sale of all or substantially all of the assets of New Topco and its subsidiaries taken as a whole (such earliest date, the “Termination Date”). New Topco will not be obligated to use commercially reasonable efforts under this Section 6(e) during any period when the conditions described in the definition of “Blackout Period” in the Registration Rights Agreement would be met. Following listing on a Preferred Venue, New Topco will use commercially reasonable efforts to maintain such listing until the earlier to occur of clause (i) and clause (iii) of the immediately foregoing sentence. For the avoidance of doubt, upon termination of New Topco’s obligations under this Section 6(e) (whether before, at, or after Closing), New Topco is not obligated to maintain any listing (or to seek to obtain any other listing). If a listing has been obtained in the twelve (12)-month period after the Closing Date, but New Topco is de-listed (without voluntarily having sought such a de-listing) during such twelve (12)-month period, then, in one instance only, the obligations in this Section 6(e) will be reinstated until the Termination Date (and, for the avoidance of doubt, the proviso in clause (ii) above will no longer apply). If New Topco determines voluntarily to seek a de-listing and at such time Cloudbreak and its Affiliates still own in aggregate at least 25% of the number of New Topco Shares they owned immediately following the Closing, then New Topco will notify Third Point LLC of such determination and use its commercially reasonable efforts not to be delisted until ninety (90) days following the date of such notice, except with the written consent of Third Point LLC, such consent not to be unreasonably withheld or delayed; provided that New Topco’s obligations in this sentence will terminate in any case on the earlier of two (2) years after the Closing Date and a Termination Date under clause (iii) above.

Globetrotter agrees to comply with its waivers and commitments in, and to exercise all rights and powers that it has as a shareholder of the Company and New Topco to cause the Group to enter into the agreements contemplated by and to perform, that certain Waiver Letter dated July 13, 2020 from Globetrotter to FPAC.

Shareholders Agreement Acknowledgement. The TP Parties acknowledge and agree that no TP Party has or will have any rights under the Shareholders Agreement arising with respect to or in connection with any Transfer (as defined in the Shareholder Agreement) of New Topco Shares by Globetrotter, Cayman Holdings or any of their affiliates to one or more direct or indirect investors in Globetrotter or Cayman Holdings.

Other Agreements Acknowledgement. The TP Parties acknowledge and agree that no TP Party has or will have any rights under any TP Transaction Document or Transaction Document arising with respect to or in connection with any amendment, waiver, supplement or other modification of any PIPE Agreement (other than the Share Purchase Agreements) or any of the terms or conditions of any PIPE Agreement (other than in respect of the Share Purchase Agreements), whether before or after the Closing.

Agreement Regarding FPAC Transaction Expenses. The TP Parties agree that if the reasonable and documented out-of-pocket costs and expenses of outside counsel to FPAC incurred on or prior to the Closing Date or with respect to post-closing work performed by the Persons who served as outside counsel to FPAC prior to Closing (the “Legal Expenses”) exceed $12,000,000, then within five (5) Business Days following a written notice from Globetrotter setting forth the amount by which the Legal Expenses exceed $12,000,000 (such amount, an “Excess”), together with a calculation of each such Excess and reasonable supporting documentation (it being agreed that, without limitation, copies of invoices (with appropriate redactions for privileged or confidential information) will be deemed to be reasonable supporting documentation), the TP Funds shall, severally and not jointly, pay (or cause to be paid) by wire transfer of immediately available funds to such account or accounts of the payee in respect of such Legal Services, as shall be reflected in the invoice therefrom, provided that if a GB Party has paid such payees then the TP Funds shall, severally and not jointly, promptly pay (or cause to be paid), as a reimbursement, the amount such GB Party has paid for such Legal Services by wire transfer of immediately available funds to such account or accounts as Globetrotter shall direct in such notice. Globetrotter may deliver notices under this Section 9 more than once and from time to time as amounts of Excess become due and payable and shall use reasonable efforts to provide no more than two such notices in any calendar month. The TP Parties’ obligations under this Section 9 shall expire four (4) months after the Closing Date, provided that any accrued but unpaid obligations with respect to any notices duly received on or before the date that is four (4) months after the Closing Date shall not expire unless and until such obligations have been paid in full in accordance with this Section 9. The TP Parties hereby agree, severally and not jointly, to reasonably cooperate with the GB Parties with respect to discussions involving the Deferred Discount (as defined in the Trust Agreement).

Releases.

Effective upon the date hereof, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, choate or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not sue or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).

Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates,

The rights and obligations under this Agreement may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party, and any attempted assignment shall be null and void and of no force or effect.

This Agreement may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto.

All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service) or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

if to any TP Party, to:

if to the GB Shareholders’ Representative or any other GB Party, as set forth in the Merger Agreement (including with respect to copies),

The parties hereto acknowledge and agree that each provision of this Agreement is an essential and integral part of the entire agreement and understanding among the parties hereto in respect of the subject matter hereof. Notwithstanding the foregoing, if any term or other provision of this Agreement is adjudicated to be invalid or unenforceable, that shall not affect the other terms or provisions of this Agreement, and the parties hereto shall use their reasonable efforts to replace such term or provision with a substitute which is valid and enforceable and the effect of which is as close to the intended effect as possible as the term or provision which is being replaced.

Each of the parties hereto shall consult to the extent reasonably practicable with the other parties hereto in issuing any press release related to the Business Combination, or making any other similar formal public statement announcing the transactions contemplated hereby, provided that such consultation shall not be required if such release or other statement is required by Law, in which case the party seeking to issue such release or make such statement shall promptly provide the other parties hereto with notice thereof. Subject to the releases in Section 10 hereof and in the other agreements referred to herein, nothing in this Agreement shall prohibit or restrict any party from taking any actions in connection with enforcing its rights and remedies against any person related to, arising out of or in connection with the Business Combination, or from issuing any press releases or making any public statements in connection therewith, and, in each case, the preceding sentence will not apply to such actions, press releases or public statements; provided that, if such action to enforce is against a third party other than a TP Party, such press releases or public statements shall not name any TP Party unless required by Law, in which case the party seeking to issue such press release or make such public statement shall promptly provide the other parties hereto with notice thereof.

This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between the parties with respect to the subject matter hereof.

This Agreement shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns and nothing set forth in this Agreement shall be construed to confer upon or give to any Person, other than the parties hereto, the Globetrotter Releasees and the Third Point Releasees and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, any provisions of this Agreement.

The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission or as an email attachment in portable document format (PDF).

This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

Any suit, action or other proceeding (“Action”) based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 11(k). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that, in addition to any remedy available at law or in equity, (a) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity.

If to Party A:

and billing:

With copies to:

If to Party B:

and billing:

With copies to:

4 New York Plaza, 11^th Floor

New York, NY, 10004

Attention: Tameka Wilks / Brendan Mahlan

Fax No.: (212) 552-2812

Email Address: ***@***

Email confirmation is only permitted to a corporate email address for purposes of this Schedule. Any personal email addresses provided will not be used for email confirmation.

This Schedule may be signed in counterparts and the undersigned certifies that any signature set forth on an attachment to this Schedule is the true and genuine signature of an Authorized Representative and that each such Authorized Representative’s contact information is current and up-to-date at the date hereof.

That pursuant to Party A’s governing documents, as amended, the undersigned has the power and authority to execute this Designation on behalf of Party A, and that the undersigned has so executed this Designation this _____ day of August, 2020.

Notwithstanding the above, if Party A is an individual, no signature will be required below.

That each of the following representatives is at the date hereof an Authorized Representative, as such term is defined in the Escrow Agreement, dated August [•], 2020, by and among Party A, Party B and Escrow Agent (the “Escrow Agreement”), that the signature appearing opposite each Authorized Representative’s name is the true and genuine signature of such Authorized Representative, and that each Authorized Representative’s contact information is current and up-to-date at the date hereof. Each of the Authorized Representatives is authorized to issue instructions, confirm funds transfer instructions by callback or email confirmation and effect changes in Authorized Representatives, all in accordance with the terms of the Escrow Agreement. Callbacks or emails confirming an instruction shall be made to an Authorized Representative other than the Authorized Representative who issued the instruction unless (a) only a single Authorized Representative is designated below, (b) the information set forth below changes and is not updated by Party B such that only the Authorized Representative who issued the instruction is available to receive a callback or email confirmation, or (c) Party B is an individual. Party B acknowledges that pursuant to this Schedule, Escrow Agent is offering an option for callback or email confirmation to a different Authorized Representative, and if Party B nevertheless names only a single Authorized Representative or fails to update Authorized Representative information, Party B agrees to be bound by any instruction, whether or not authorized, confirmed by callback or email confirmation to the issuer of the instruction.

TELEPHONE, CELL NUMBER

and EMAIL ADDRESS

Email confirmation is only permitted to a corporate email address for purposes of this Schedule. Any personal email addresses provided will not be used for email confirmation.

This Schedule may be signed in counterparts and the undersigned certifies that any signature set forth on an attachment to this Schedule is the true and genuine signature of an Authorized Representative and that each such Authorized Representative’s contact information is current and up-to-date at the date hereof.

That pursuant to Party B’s governing documents, as amended, the undersigned has the power and authority to execute this Designation on behalf of Party B, and that the undersigned has so executed this Designation this _____ day of August, 2020.

Notwithstanding the above, if Party B is an individual, no signature will be required below.

•  1,500,000 Surviving Founder Shares (the “Unrestricted Founder Shares”) which shall not be subject to any contractual lock-ups or transfer restrictions and which may otherwise be sold (with prior notice to board of directors of New Topco) pursuant to the shelf registration to be put in place by New Topco;

•  2,223,363 Surviving Founder Shares (the “Additional Founder Shares”) which shall be subject to a 3 year contractual lock-up post-Closing in favor of Globetrotter, provided, however, that following the sale of the Unrestricted Founder Shares by Thomas W. Farley, the Additional Founder Shares shall be subject to drag along obligations and benefit from tag along rights upon a sale by Globetrotter and/or its Affiliates of its New Topco Shares Post-Closing in accordance with the Shareholders Agreement and shall be released from the lock-up restrictions proportionally in connection with the tag along rights or drag along obligations and exercise of piggyback and offering registration rights; and

•  The Unrestricted Founder Shares and the Additional Founder Shares will be entitled to piggyback registration and offering rights under the Registration Rights Agreement.

•  In connection with the foregoing, the parties will cooperate to finalize the terms of the tag along rights and drag along obligations, including the application of these provisions to the Unrestricted Founder Shares.

•  517,958 Surviving Founder Shares which shall not be subject to any contractual lock-ups or transfer restrictions and which may otherwise be sold pursuant to the shelf registration to be put in place by New Topco (the “DB Shares”).

•  75,000 Surviving Founder Shares (which Surviving Founder Shares may be held directly by Kelly Vallante or beneficially through Thomas W. Farley, subject to tax and other efficiency considerations) which shall not be subject to any contractual lock-ups or transfer restrictions and which may otherwise be sold pursuant to the shelf registration to be put in place by New Topco.

Representations and Warranties of the TP Parties. Each of the TP Parties, severally but not jointly and as to itself only, represents and warrants to FPAC that:

Such TP Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted and to perform its obligations under this Agreement.

Such TP Party has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such TP Party, will constitute the valid and legally binding obligation of such TP Party, enforceable against such TP Party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such TP Party in connection with the consummation of the transactions contemplated by this Agreement, other than filings that may be required under applicable federal securities laws.

The execution, delivery and performance by such TP Party of this Agreement and the consummation by such TP Party of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to such TP Party, in each case (other than clause (i) above), which would have a material adverse effect on such TP Party or its ability to consummate the transactions contemplated by this Agreement.

Representations and Warranties of FPAC. FPAC represents and warrants to the TP Parties that:

FPAC is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted and to perform its obligations under this Agreement.

FPAC has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by FPAC, will constitute the valid and legally binding obligation of FPAC, enforceable against FPAC in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of FPAC in connection with the consummation of the transactions contemplated by this Agreement, other than filings that may be required under applicable federal securities laws.

The execution, delivery and performance by FPAC of this Agreement and the consummation by FPAC of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to FPAC, in each case (other than clause (i) above), which would have a material adverse effect on FPAC or its ability to consummate the transactions contemplated by this Agreement.

No Other Representations. Except for the specific representations and warranties contained in Section 1 and Section 2, none of the TP Parties and FPAC or any of their respective affiliates, nor any person acting on behalf of any of them or any of their respective affiliates has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such TP Party, FPAC and/or this Agreement, as applicable, and the parties disclaim any such representation or warranty.

Releases.

Effective upon the date hereof, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge FPAC, as well as all of its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “FPAC Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs

Effective upon the date hereof, FPAC on its own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, partners, managers, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “FPAC Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, choate or inchoate, which the FPAC Releasors now have, or claim to have, or which the FPAC Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement and the transactions contemplated thereby. For the avoidance of doubt, the FPAC Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The FPAC Releasors further covenants and agrees that they (i) will not sue or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in

Miscellaneous.

The rights and obligations under this Agreement may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party, and any attempted assignment shall be null and void and of no force or effect. After the Merger, nothing in this Agreement shall expand or restrict the scope of the releases given by the TP Releasors (as defined in the TP Letter Agreement) and the Globetrotter Releasors (as defined in the TP Letter Agreement) in the TP Letter Agreement and, for the avoidance of doubt, after the Merger, FPAC will be a Globetrotter Releasor and a Globetrotter Releasee under and as defined in the TP Letter Agreement.

This Agreement may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto.

All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service) or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

if to any TP Party to:

if to FPAC, as set forth in the Merger Agreement (including with respect to copies),

The parties hereto acknowledge and agree that each provision of this Agreement is an essential and integral part of the entire agreement and understanding among the parties hereto in respect of the subject matter hereof. Notwithstanding the foregoing, if any term or other provision of this Agreement is adjudicated to be invalid or unenforceable, that shall not affect the other terms or provisions of this Agreement, and the parties hereto shall use their reasonable efforts to replace such term or provision with a substitute which is valid and enforceable and the effect of which is as close to the intended effect as possible as the term or provision which is being replaced.

Each of the parties hereto shall consult to the extent reasonably practicable with the other parties hereto in issuing any press release related to the Business Combination, or making any other similar formal public statement announcing the transactions contemplated hereby, provided that such consultation shall not be required if such release or other statement is required by Law, in which case the party seeking to issue such release or make such statement shall promptly provide the other parties hereto with notice thereof. The TP Parties and FPAC hereby agree that promptly following execution and delivery of this Agreement FPAC and Globetrotter shall issue a joint press release substantially in the form attached hereto as Exhibit C.

This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between the parties with respect to the subject matter hereof.

This Agreement shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns and nothing set forth in this Agreement shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, any provisions of this Agreement.

The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission or as an email attachment in portable document format (PDF).

This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

Any suit, action or other proceeding (“Action”) based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5(k). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that, in addition to any remedy available at law or in equity, (a) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity.

TP Funds have agreed to fund into escrow $61 million to satisfy a portion of the TP Funds’ obligations under the Forward Purchase Agreement, dated as of May 18, 2018, between FPAC and the TP Funds (the “Forward Purchase Agreement”), and Third Point reiterated its commitment to voting its FPAC shares, constituting approximately 25% of the total outstanding, in favor of the business combination

Globetrotter, on behalf of the Global Blue seller parties, and FPAC have agreed not to enforce any rights or claims under the Forward Purchase Agreement, the share purchase and contribution agreements, the shareholders agreement and the relationship agreement if the TP Funds purchase at least $61 million of shares under the Forward Purchase Agreement

The New Global Blue shares to be received by the TP Funds for their FPAC Class B shares, all contingent shares contemplated by the merger agreement (if applicable) and all FPAC warrants will be transferred to Globetrotter, other than 4,316,321 New Global Blue shares that will be transferred to FPAC management, subject to certain terms and conditions

New Global Blue may award options or restricted stock units over up to an additional 500,000 New Global Blue shares to certain members of New Global Blue management, with any distribution, vesting or performance conditions to be determined by the New Global Blue board as the board sees fit

FPAC has agreed not to assert that certain conditions to closing have failed to be satisfied, if applicable, including (but not limited to) an occurrence in most cases of a material adverse effect, the failure of New Global Blue to obtain New York Stock Exchange listing approval or the failure of Global Blue to obtain certain regulatory approvals

If New Global Blue fails to obtain New York Stock Exchange listing approval by the closing of the business combination, New Global Blue has agreed to certain commitments for up to 12 months with regard to obtaining a listing after the closing of the business combination

FPAC (subject to complying with its obligations under its charter), Third Point and the TP Funds have agreed not to exercise any termination rights they may have with respect to the business combination until September 11, 2020

FPAC has agreed to take actions reasonably requested by Globetrotter to enable the closing conditions to be satisfied

FPAC has agreed not to object to the termination of the existing financing arrangements as long as a replacement or alternative financing facility is available on terms consistent with the merger agreement

Third Point, the TP Funds, FPAC, Globetrotter and the other seller parties have entered into customary and mutual releases of claims