Exhibit 10.1

SHAREHOLDERS AGREEMENT

by and among

GLOBAL BLUE HOLDING LP

AND

SL GLOBETROTTER LP

AND

THE MANAGERS

AND

THOMAS W. FARLEY

Dated as of August 28, 2020

Table of Contents

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 28, 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” or the “Institutional Shareholders”), (iii) the several Persons (as defined below), whose names and addresses are set out in the Schedule or each of his/her respective Joinder Agreements hereto (each a “Manager” and, together, the “Managers”), and (iv) Thomas W. Farley (“Thomas W. Farley”, and together with the Institutional Shareholders and the Managers, the “Shareholders”).

RECITALS

WHEREAS, following the closing (the “Closing”) of a merger agreement (“Merger Agreement”) by and among, inter alia, Global Blue Group Holding AG (the “Company”) and the Seller Parties (as defined therein), entered into on or around January 16, 2020, the Company will own the business known as ‘Global Blue’ and certain Company Securities (as defined below) will be listed on the New York Stock Exchange (the “Exchange”). Following Closing, each of the Shareholders will own certain Company Securities.

WHEREAS, the parties and certain others (defined in that agreement as the Far Point Shareholder and the Third Point Shareholders) entered into a shareholders agreement as of January 16, 2020 effective on Closing (the “Original SHA”). In accordance with section 4.4(a) of the Original SHA, the SL/PG Shareholders, the Far Point Shareholder and the Third Point Shareholders (as each of those terms are defined in the Original SHA) agreed, by letter agreement dated August 15, 2020, to vary the terms of the Original SHA effective immediately upon Closing such that at that time the Far Point Shareholder and the Third Point Shareholders ceased to be parties to the Original SHA and ceased to have any rights and obligations under the Original SHA, leaving the SL Shareholder, the PG Shareholder and the Managers as the only parties to the Original SHA.

WHEREAS, the relationship agreement (as may be amended, restated, supplemented and/or otherwise modified from time to time, the “Relationship Agreement”), by and among the the Institutional Shareholder and the Company, entered into on or around the date hereof, governs the Company’s relationship with respect to the Institutional Shareholder.

WHEREAS, the parties have agreed to enter into this Agreement to regulate the relationship between the Shareholders with respect to each other in connection with the Company, and to replace in its entirety the Original SHA.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Certain Definitions. As used in this Agreement, the following definitions shall apply:

“Action” means any claim, action, suit, assessment, arbitration or proceeding, in each case that is by or before any Governmental Authority.

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“Additional Founder Shares” means 2,223,363 Common Shares, out of the 4,316,321 Common Shares received by Far Point LLC in respect of shares in Far Point Acquisition Corporation pursuant to the Merger and transferred to Thomas W. Farley and others on or around the date of this Agreement.

“Affiliate” means with respect to a person (the “First Person”):

(i)    another Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the First Person;

(ii)    a pooled investment vehicle organised by the First Person (or an Affiliate thereof) the investments of which are directed by the First Person (or an Affiliate thereof); or

(iii)    a fund organised by the First Person for the benefit of the First Person’s (or any of its Affiliates’) partners, officers or employees or their dependants; or

(iv)    a successor trustee or nominee for, or a successor by reorganisation of, a qualified trust (being a tax advantaged fiduciary relationship between an employer and an employee in which the employee beneficiary may use his life expectancy to determine required minimum distribution amounts),

but shall, where applicable, exclude portfolio companies controlled by funds managed directly or indirectly by Silver Lake Technology Management, L.L.C. or Partners Group or portfolio companies managed directly or indirectly by Persons falling within limb (i) above in respect of any of them and any of their respective partners, officers, employees or their dependents. For the avoidance of doubt, Partners Group and its Affiliates are not Affiliates of any Shareholder on the date hereof or of Silver Lake Technology Management, L.L.C. or its Affiliates.

“Articles” means the articles of association of the Company, as amended from time to time in accordance with the Board Rules.

“Board” means the board of directors of the Company.

“Board Committee Rules” means the charters of the Board Committees, as amended from time to time in accordance with the Board Rules.

“Board Committees” means the finance and audit committee and the nomination and compensation committee of the Board, and any other committees which the Board may have from time to time.

“Board Rules” means the organizational regulations of the Board, as amended from time to time in accordance with their terms.

“Business Day” means any day of the year in which national banking institutions in New York, New York, London, England, and Switzerland are open to the public for conducting business and are not required or authorized to be closed.

“Closing Date” means the date on which the Closing actually occurs.

“Closing Common Shares” means the Additional Founder Shares and the Unrestricted Founder Shares.

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“Common Shares” means the registered common shares of CHF 0.01 of the Company.

“Company Securities” means, together, the (i) Common Shares, (ii) Convertible Preferred Shares and (iii) Warrants.

“Confidential Information” means any information of a secret or confidential nature concerning the Company or its Affiliates or any officer, director or employee of the Company or its Affiliates or concerning any Shareholder or any member of any Group received at any time prior to or after the date of this Agreement, but excluding any information which:

“Control” means, with respect to a Person (other than an individual) (a) direct or indirect ownership of more than 50% of the voting securities of such Person, (b) the right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) of such Person or (c) the right to manage, or direct the management of, on a discretionary basis, the assets of such Person, and, for the avoidance of doubt, a general partner is deemed to Control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be Controlled by such Person (and the terms “Controlling” and “Controlled” shall have meanings correlative to the foregoing).

“Conversion Agreement” means that certain conversion agreement, dated on or around the date hereof, by and among the Company and each of the Seller Parties (as defined in the Merger Agreement) in respect of the Convertible Preferred Shares.

“Convertible Preferred Shares” means convertible preferred shares of the Company with those terms as set forth in the organizational documents of the Company and the Conversion Agreement.

“Director” means any of the individuals elected or appointed to serve on the Board.

“Exchange Act” means the Securities Exchange Act of 1934.

“Family Trust” means, in relation to a person, any trust or settlement set up wholly for the benefit of that person and/or that person’s siblings, spouse, civil partner, persons with whom he has been co-habiting for at least five years and any of his lineal descendants or antecedents.

“Global Blue Group” means the Company, its group companies and its direct and indirect subsidiaries (and references to “Global Blue Group Company” shall be construed accordingly).

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“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, self regulatory authority, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Group” means:

(i)    in the case of the SL/PG Shareholders, each of the SL/PG Shareholders and Partners Group, and each of their respective Affiliates, but excluding the Global Blue Group;

(ii)    in the case of Thomas W. Farley, Thomas W. Farley, his Family Trust and his siblings, spouse, civil partner, persons with whom he has been co-habiting for at least five years and any of his lineal descendants or antecedents; and

(iii)    in the case of each Manager, such Manager and its permitted transferees (pursuant to clause 5 of the Management Shareholders Agreement).

“Independent Board Member” means a member of the Board who is considered by the Company to be independent in accordance with the requirements of the Exchange (including, in the context of members of the finance and audit committee, under Rule 10A-3 under the Exchange Act, as applicable) and the standards of independence promulgated by the Board from time to time.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Management Representative” means the Person designated as the “Management Representative” in accordance with the Management Shareholders Agreement.

“Management Shareholders Agreement” means that certain Management Shareholders Agreement, dated on or around 16 January 2020, by and among the SL/PG Shareholders, the Managers and the Company, as may be amended, restated, supplemented and/or otherwise modified from time to time.

“Necessary Action” means, with respect to a specified result, all actions necessary to cause such result to the extent achievable through the exercise of all rights held by the Person in its capacity as a shareholder of the Company or as a member of the Board referred to in paragraph (iii) of this definition, including but not limited to: (i) voting directly or by way of proxy with respect to the relevant Voting Shares, whether at any annual or extraordinary general meeting, by written consent or otherwise, (ii) causing the adoption of shareholders resolutions and amendments to organizational documents of the Company, (iii) causing members of the Board (to the extent such members were elected, nominated or designated by the Person obligated to undertake the Necessary Action) to act (subject to any applicable fiduciary duties) in a certain manner or causing them to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Partners Group” means Partners Group Client Access 5, L.P. Inc., Partners Group Private Equity (Master Fund), LLC, and Partners Group Barrier Reef, L.P.

“Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization.

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“PIPE Agreement” has the meaning given to it in the Merger Agreement.

“PIPE Investors” has the meaning given to it in the Merger Agreement.

“Restricted Period” means the period commencing on the Closing Date and terminating three years from the Closing Date.

“Trading Day” means any day on which the Common Shares are actually traded on the principal securities exchange or securities market on which the Common Shares are then traded.

“Unrestricted Founder Shares” means 1,500,000 Common Shares, out of the 4,316,321 Common Shares received by Far Point LLC in respect of shares in Far Point Acquisition Corporation pursuant to the Merger and transferred to Thomas W. Farley and others on or around the date of this Agreement.

“Voting Shares” means, together, the Common Shares and the Convertible Preferred Shares.

“Warrants” means warrants issued to any Person which attach to them certain rights which will allow for such warrants to be exchanged for certain Common Shares after Closing.

Section 1.3    Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References in this Agreement to a number or percentage of shares, units or other equity interests shall take into account and give effect to any split, combination, dividend or recapitalization of such shares, units or other equity interests, as applicable.

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ARTICLE II

CORPORATE GOVERNANCE

Section 2.1    Board of Directors Composition.

(i) The size and composition of the Board (including the process for designating candidates for nomination and election to the Board) shall be determined pursuant to the Articles and the Relationship Agreement.

(ii) The initial Independent Board Members (meaning those appointed prior to Closing) and any additional Independent Board Members (meaning those appointed within one year after the Closing Date) shall be approved in writing by the SL Shareholder, such approval not to be unreasonably withheld.

Section 2.2    Board Committees Composition. The initial members of the Board Committees at Closing shall have been approved by the SL Shareholder prior to Closing.

Section 2.3    Organizational Amendment. Any amendment to the Articles in respect of the provisions dealing with the appointment or removal of directors, Board Rules and/or Board Committee Rules shall be approved in writing (such approval not to be unreasonably withheld) by the SL Shareholder, provided that the SL/PG Shareholders directly or indirectly are entitled to nominate at least one director to the Board pursuant to the Relationship Agreement (from time to time).

Section 2.4    Voting Agreement.

(i) Each Shareholder agrees, at any time it is then entitled to vote for the election of Directors to the Board, to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting, or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the composition of the Board complies with (and includes all of the requisite designees in accordance with) the Relationship Agreement from time to time.

(ii) Each Shareholder agrees that if, at any time, it is then entitled to vote for the removal of Directors, it will not vote any of its Voting Shares (from time to time) in favor of the removal of any Director who shall have been designated in accordance with the Relationship Agreement, unless (1) the Person or Persons entitled to designate such Director shall have consented to such removal in writing, (2) removal is compelled pursuant to the Relationship Agreement or (3) the Person or Persons entitled to designate any Director pursuant to the Relationship Agreement shall request in writing the removal, with or without cause, of such Director (in which case, each such Shareholder shall vote its Voting Shares (from time to time) in favor of such removal).

(iii) Each Shareholder agrees not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of its Voting Shares (from time to time) that would prohibit or prevent such Shareholder from casting votes in respect of such Voting Shares in accordance with this Section 2.4.

(iv) Each Shareholder agrees, at any time it is then entitled to vote for any resolution proposed to give effect to the agreed terms of the Convertible Preferred Shares (including, but not limited to, (i) the renewal of the authorized share capital of the Company at a level which would permit the issuance by the Company of Common Shares upon the exercise by one or both SL/PG Shareholders and/or Management of their rights under the Conversion Agreement in accordance with

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its terms and (ii) the approval of the issuance of a preferred dividend, in each case in connection with the Convertible Preferred Shares), to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the agreed terms of the Convertible Preferred Shares and the Conversion Agreement are given effect.

ARTICLE III

OTHER COVENANTS AND AGREEMENTS

Section 3.1    Conflicting Organizational Document Provisions. In the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Articles, the terms of this Agreement shall prevail.

Section 3.2    Lock-up of Company Securities. Subject to Section 3.3 and Section 4.1, Thomas W. Farley agrees that until the expiration of the Restricted Period, he will not Transfer any Additional Founder Shares without the prior written consent of the SL Shareholder. For the purposes of Section 3, “Transfer” shall mean any act by a Shareholder to sell, exchange, assign, transfer, convey or otherwise dispose of, encumber, pledge or hypothecate, or agree to any of the above acts with respect to any legal or economic interest (including, without limitation, as part of a hedge), whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise, all or any (in whole or in part) of its Company Securities except that for the purposes of Section 3.4 “Transfer” will not include any act of a Shareholder to encumber, pledge or hypothecate or grant any security interest in respect of Company Securities or the agreement to do so.

Section 3.3    Lock-up Exemptions. Notwithstanding Section 3.2, Thomas W. Farley may, without the prior written consent of the SL Shareholder, effect a Transfer: (i) by way of acceptance of a public takeover offer, tender offer, merger, consolidation or similar business combination with a third party in respect of a change of Control that results in all holders of Common Shares having the right to exchange their Common Shares for cash, securities or other property and is recommended by the Board, (ii) if required by law or a Governmental Authority, or (iii) in accordance with Section 3.4.

Section 3.4    Tag-Along; Drag-Along.

(a)    If the SL Shareholder and/or the PG Shareholder (such Shareholder or Shareholders, the “Initiating Tag Transferors”) and/or any of their Affiliates propose to Transfer any Common Shares (other than to an Affiliate or to another member of its Group or to any investor direct or indirect in the SL Shareholder or PG Shareholder) by way of a transaction that is not an SEC-registered offering pursuant to the registration rights agreement (the “RRA”) dated on or around the date of this Agreement between the SL Shareholder, the Company, Thomas W. Farley and others, the Initiating Tag Transferor(s) shall ensure that Thomas W. Farley and any other member of his Group shall have the right to participate in the proposed transaction in respect of the proportion of his Closing Common Shares then held as is equal to the proportion of Common Shares (relative to its total holding of Common Shares at the relevant time) as the Initiating Tag Transferor(s) and/or their Affiliates propose to Transfer for the same consideration per Closing Common Share as being paid to the Initiating Tag Transferor(s) and/or their Affiliates and on the same terms and conditions, including date of closing and settlement, as apply to the proposed Transfer by the Initiating Tag Transferor(s) and/or their Affiliates; provided that Thomas W. Farley and any such other member of the Thomas W. Farley Group shall only be required to make representations as to itself and its ownership of the Common Shares being sold, shall not be required to provide indemnification other than (x) as to his or its respective representations and/or (y) with respect to the Company and/or its subsidiaries, on a proportionate basis with the Initiating Tag Transferor(s) or Affiliates based on the number of Common Shares being transferred, his or its indemnification shall be limited to the net proceeds from

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the sale of the Common Shares, and he or it shall not be required to agree to any non-competition covenant or enter into any similar ancillary agreements (provided that he or it may be required to enter into shareholders’ or similar agreements, and/or a non-solicitation covenant, in each case on the same terms and conditions as apply to the Initiating Tag Transferor(s) or Affiliates). Section 3.4 (a) will not apply where the SL Shareholder or its Affiliates exercise drag along rights under Section 3.4(b). If the SL Shareholder, PG Shareholder and/or any Affiliate Transfers any Common Shares (other than to an Affiliate or to another member of its Group or to any investor direct or indirect in the SL Shareholder or PG Shareholder) by way of a transaction that is an SEC-registered offering pursuant to the RRA, the SL Shareholder shall release from the lock-up restrictions in Section 3.2 such number of the Additional Founder Shares determined in accordance with Section 3.4(c) to enable Thomas W. Farley and any other member of his Group to exercise his participation rights under the RRA in respect of the same mix of Unrestricted Founder Shares and Additional Founder Shares had the tag along rights applied. Thomas W. Farley and his Group shall not have rights under this Agreement to participate in any Transfer to or with any PIPE Investor or any Affiliate of any PIPE Investor to the extent such Transfer arises out of or is in connection with any PIPE Agreement (including any actual or alleged breach of any PIPE Agreement or any settlement or compromise in connection therewith, or any changes to the terms thereof).

(b)    If the SL Shareholder (the “Initiating Drag Transferor”) or an Affiliate (which term shall include the PG Shareholder for so long as it is Controlled by the SL Shareholder or an Affiliate of the SL Shareholder) proposes to effect a Transfer of Common Shares (other than to an Affiliate or to another member of its Group or to any investor direct or indirect in the SL Shareholder or PG Shareholder), the Initiating Drag Transferor will have the right to require Thomas W. Farley and the other members of his Group to Transfer (where practicable as part of the same transaction) the proportion of his Closing Common Shares then held as is equal to the proportion of Common Shares (relative to its total holding of Common Shares at the relevant time) as the Initiating Drag Transferor and/or its Affiliates propose to Transfer for the same consideration per Closing Common Share as being paid to the Initiating Drag Transferor and/or their Affiliates and, where part of the same transaction, on the same terms and conditions, including date of closing and settlement, as apply to the proposed Transfer by the Initiating Drag Transferor and/or their Affiliates; provided that Thomas W. Farley and any such other member of the Thomas W. Farley Group shall only be required to make representations as to itself and its ownership of the Common Shares being sold, shall not be required to provide indemnification other than (x) as to his or its respective representations and/or (y) with respect to the Company and/or its subsidiaries, on a proportionate basis with the Initiating Drag Transferor or Affiliates based on the number of Common Shares being transferred, his or its indemnification shall be limited to the net proceeds from the sale of the Common Shares, and he or it shall not be required to agree to any non-competition covenant or enter into any similar ancillary agreements (provided that he or it may be required to enter into shareholders’ or similar agreements, and/or a non-solicitation covenant, in each case on the same terms and conditions as apply to the Initiating Drag Transferor or Affiliates). If the Initiating Drag Transferor and/or its Affiliates are unable to structure the Transfer of any Common Shares (other than to an Affiliate or to another member of its Group or to any investor direct or indirect in the SL Shareholder or PG Shareholder) to exercise the above drag along right as part of the same transaction, it can compel Thomas W. Farley and the other members of his Group to Transfer the proportion of his and their Closing Common Shares then held as is equal to the proportion of Common Shares (relative to its total holding of Common Shares immediately prior to the relevant transaction) as the Initiating Drag Transferor and/or its Affiliates Transferred pursuant to the transaction. If Thomas W. Farley or any member of his Group defaults in transferring any of his Closing Common Shares pursuant to this Section 3.4(b), any officer of the Initiating Drag Transferor is hereby irrevocably authorized to execute all documents required to effect the Transfer on his behalf in accordance with this Section 3.4(b). This Section 3.4(b) will not apply if the Transfer is effected by way of an SEC-registered offering pursuant to the RRA. Thomas W. Farley and his Group shall not have obligations under this Agreement to participate in any Transfer to or with any PIPE Investor or any Affiliate of any PIPE Investor to the extent such Transfer arises out of or is in connection with any PIPE Agreement (including any actual or alleged breach of any PIPE Agreement or any settlement or compromise in connection therewith, or any changes to the terms thereof).

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(c)    If the tag along rights in Section 3.4(a) or the drag along rights in Section 3.4(b) are exercised at a time when Thomas W. Farley or any member of his Group holds Unrestricted Founder Shares, then at least 50% of the Closing Common Shares to be Transferred under Section 3.4(a) or Section 3.4(b) must comprise Unrestricted Founder Shares or, if there are insufficient Unrestricted Founder Shares to comprise 50%, then such Closing Common Shares to be Transferred under Section 3.2(a) or Section 3.2(b) must include all of the Unrestricted Founder Shares then held by Thomas W. Farley and his Group taken as a whole, provided that, if the proportion of Unrestricted Founder Shares comprised in Closing Common Shares held by Thomas W. Farley and his Group taken as a whole at the relevant time exceeds 50%, then such larger proportion of Closing Common Shares to be Transferred under Section 3.4(a) or Section 3.4(b) must comprise Unrestricted Founder Shares. If the SL Shareholder or any Affiliate Transfers any Common Shares (other than to an Affiliate or to another member of its Group or to any investor (direct or indirect) in the SL Shareholder or PG Shareholder) by way of a transaction that is an SEC-registered offering pursuant to the RRA, the number of the Additional Founder Shares to be released from the lock-up restrictions in Section 3.2 will be the same number of Additional Founder Shares that Thomas W. Farley and his Group would have been entitled to tag along had the transaction not been an SEC-registered offering pursuant to the RRA.

ARTICLE IV

GENERAL

Section 4.1    Accession and Assignment and Transfer Limitations.

The rights and obligations hereunder shall otherwise not be assignable without the prior written consent of the Institutional Shareholders; provided, however, (a) any Institutional Shareholder at any time may Transfer any Company Securities to any Person and (b) any Shareholder at any time may assign any part or all of its rights and benefits under this Agreement to any member of its Group (and to any such assignment by that member of such Group to any other member of such Group), in each case subject to such assignee executing a Joinder Agreement in the form attached hereto as Annex A and any applicable provisions below in this Section 4.1, and will thereafter be deemed to be a “Shareholder” and be subject to this Agreement as if the assignee was the relevant assigning Shareholder. Each Institutional Shareholder that Transfers Company Securities to a member of its Group that is not a party to this Agreement shall procure that the transferee executes a Joinder Agreement in the form attached hereto as Annex A. The preceding sentences of this Section 4.1 shall not apply to a transfer of Common Shares (a) in a public offering that is registered under the Securities Act of 1933, as amended (the “Securities Act”), (b) a transfer to one or more broker-dealers or their affiliates pursuant to a firm commitment purchase agreement for an offering that is exempt from registration under the Securities Act, (c) a transfer made through the facilities of a registered securities exchange or automated inter-dealer quotation system and (d) a transfer made in compliance with the manner of sale limitations of Rule 144(f) under the Securities Act or any successor rule or provision. If Thomas W. Farley Transfers Company Securities to any member of his Group, pursuant to the Joinder Agreement, such member of his Group shall appoint Thomas W. Farley as such member of his Group’s attorney-in-fact and representative to exercise all rights and powers, to give all notices and consents, to amend, supplement or otherwise modify this Agreement and to take any and all other actions as may be necessary or appropriate in connection with this Agreement, with respect to the Company Securities so Transferred, and each other Shareholder and any third party shall be entitled conclusively to rely on such appointment. If Thomas W. Farley or any member of his Group intends to Transfer any Company Securities to him or another member of his Group in accordance with this Section 4.1, he or it shall give each Institutional Shareholder at least 10 days’ prior written notice of such Transfer.

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Section 4.2    Term and Effectiveness.

(a)    This Agreement is effective immediately after Closing, and supersedes in its entirety the Original SHA, and shall thereafter continue to be effective until terminated in accordance with this Section.

(b)    This Agreement shall terminate with immediate effect upon the earlier of:

(i)    any Person (other than the SL/PG Shareholder or a member of its Group) acquiring or obtaining Control of the Company;

(ii)    with respect to each Shareholder, its Group ceasing to own or control, directly or indirectly, any Company Securities in issue; and

(iii)    upon mutual written consent of the parties.

(c)    Each Shareholder may terminate this Agreement (with respect to itself only) with immediate effect by written notice to the Company on or at any time after:

(i)    the Company passes a resolution for its winding up or a court of competent jurisdiction makes an order for the Company’s winding up or dissolution;

(ii)    the commencement of any legal proceedings in relation to bankruptcy or other types of insolvency-related reorganization proceedings of the Company, unless such proceedings are frivolous or vexatious and are discharged, stayed or dismissed within 60 calendar days of commencement; or

(iii)    the Company makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally.

(d)    The rights and obligations set forth in Section 3.2 shall terminate as set forth in such section.

(e)    Notwithstanding anything contained herein to the contrary, this Article IV shall survive any termination of any provisions of this Agreement.

(f)    The termination of any provision of this Agreement shall not relieve any party from any liability for the breach of its obligations under this Agreement prior to such termination.

Section 4.3    Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.4    Entire Agreement; Amendment.

(a)    This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. This

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Agreement or any provision thereof may only be amended or modified, in whole or in part, at any time by an instrument in writing signed by the Institutional Shareholders (and, if the amendment or modification would have a material and disproportionate adverse effect on the Managers, then such instrument in writing shall be signed by the Management Representative as well and, if the amendment or modification would in any material and adverse respect amend any rights or obligations of Thomas W. Farley or any member of Thomas W. Farley’s Group or would otherwise have a material and disproportionate adverse effect on Thomas W. Farley, then such instrument in writing shall be signed by Thomas W. Farley as well).

(b)    No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party (which, in the case of any Manager, may be executed and delivered by the Management Representative) against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

(c)    No waiver of a right under this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver of a right under this Agreement in a specified instance or in specified circumstances shall not operate or be construed as a waiver of such right in other instances or circumstances.

Section 4.5    Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 4.6    Governing Law. 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 Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 4.7    Jurisdiction; Waiver of Trial by Jury. Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in New Castle County, Delaware, 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 4.7. 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.

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Section 4.8    Confidential Information.

Each Shareholder shall ensure that any Confidential Information it receives solely in its capacity as a Shareholder will be treated strictly confidentially and only be disclosed:

(a)    to the extent necessary to any member of its Group, and any member of its Group’s respective directors, officers and employees, auditors, professional advisors and other representatives, on terms that such recipient shall only use such Confidential Information in connection with that Person’s legitimate interests as a shareholder or representative or advisor of a shareholder of the Company;

(b)    if requested or required by applicable Law or by a competent court;

(c)    if requested or required by any competent securities exchange or competent regulatory or governmental body or other authority with relevant powers to which the disclosing Person is subject or submits;

(d)    if necessary to enforce this Agreement in court proceedings; or

(e)    if the Shareholder to whom the Confidential Information relates has given its written consent to disclosure.

Section 4.9    Specific Enforcement. The parties hereto acknowledge that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 4.10    Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received by non-automated response). All such notices, requests and other communications shall be delivered in person or sent by facsimile, e-mail or nationally recognized overnight courier and shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. All such notices, requests and other communications to any party hereunder shall be given to such party as follows:

(a)    To the SL Shareholder and the PG Shareholder:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Attention:             Legal Depart

Email:                  LegalStaff-UK@silverlake.com

with copies (which shall not constitute notice) to:

c/o Silver Lake Europe LLP

Broadbent House, 65 Grosvenor Street,

London W1K 3LH

Attention:             Legal Depart

Email:                  LegalStaff-UK@silverlake.com

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with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn:                  Michael O. Wolfson

E-mail:              MWolfson@stblaw.com

and a copy to:

Simpson Thacher & Bartlett LLP

CityPoint

One Ropemaker Street

London EC2& 9HU

Attn:                  Clare G. Gaskell

E-mail:              CGaskell@stblaw.com

(b)    To any Manager or Thomas W. Farley, such Notice shall be addressed or sent to the relevant Manager or (as applicable) Thomas W. Farley at the address set out in this Agreement, the Schedule or his/her Joinder Agreement (as applicable) or to such other address or to such other Person as such party shall have last designated by notice to the other parties.

Section 4.11    Deemed Service.

(a)    Notice to a Manager pursuant to this Agreement shall be deemed validly served on all of them if validly served on the Management Representative.

(b)    Each Manager hereby agrees that any legal proceedings may be served on him by delivering a copy of such proceedings to him at the address set out against his name in the Schedule or in his/her Joinder Agreement (as applicable) and Thomas W. Farley hereby agrees that any legal proceedings may be served on him by delivering a copy of such proceedings to him at the address set out above.

Section 4.12    Binding Effect; Third Party Beneficiaries. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Except as provided in Section 4.16, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective permitted successors and assigns.

Section 4.13    Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof.

Section 4.14    Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

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Section 4.15    Confirmations by the Parties

(a)    Each of the parties to this Agreement acknowledges and agrees that in relation to the transactions contemplated by this Agreement:

(i)    he/she has entered into such transactions entirely on the basis of his/her own assessment of such transactions and of the risks and effect thereof and of any separate advice which he/she may have received from any Person (other than the Institutional Shareholders) and not, in the case of the Managers or Thomas W. Farley, on the basis of any information provided to him/her by, or any advice received from, or on behalf of the Institutional Shareholders;

(ii)    he/she is not a client of any member of any Group and no member of any Group is acting or has acted for him/her, nor is any member of any Group responsible to him/her for providing the protections afforded to clients of their respective firms or for advising him/her on such transactions;

(iii)    neither the appointment of a Director or other director nor the giving of advice by any such Person in his/her capacity as a director of a Global Blue Group Company is to be taken as constituting the regulated activity of providing investment advice either by such Person or by the appointing member of any Group (or an Affiliate thereof); and

(iv)    he/she is owed no duty of care or other obligation by any member of any Group in respect thereof and, insofar as he/she is owed any such duty or obligation (whether in contract, tort or otherwise) by any member of any Group, he/she hereby waives, to the extent permitted by law, any rights which he may have in respect of such duty or obligation.

Section 4.16    No Recourse. Without limiting the express obligations in this Agreement, to the maximum extent permitted by law and save to the extent required to give effect to any order of any court in respect of any claim against any party to this Agreement, this Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the parties that are expressly identified as parties hereto and no other past, present or future Affiliate, director, officer, employee, incorporator, member, manager, general or limited partner, shareholder, controlling Person, fiduciary, agent, attorney or representative of any party hereto, or any other past, present or future Affiliate, director, officer, employee, incorporator, member, manager, general or limited partner, shareholder, controlling Person, fiduciary, agent, attorney or representative of any of the foregoing shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. Each party (other than a Manager) shall be entitled to enforce this section against any other party on behalf of a Person referred to in this Section.

[The remainder of the page is intentionally left blank.]

14

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Damian Cecchi

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Eric Herrmann

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Fabio Ferreira

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Gianpaolo Carugo

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Gavin Ingram

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Gregory Gelhaus

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Guillaume Van Lierde

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Helena Hardaway

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Henrietta Varju

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Iveta Benková

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

James Morris

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Jan Moller

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Jeremy Henderson-Ross

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Jeremy Taylor

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Jiří Macas

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Jorge Casal

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Khalil Achkar

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Klaus List

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Laurent Delmas

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Livia Černáková

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Loic Jenouvrier

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Luca Zaffaroni

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Luis Jose Llorca Lizaso

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Malin Kockum

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Manfred Schmiedl

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Mathieu Grac

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Nathan Brown

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Nigel Dasler

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Pedro da Silva

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Philippe Bartscherer

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Pier Francesco Nervini

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Puay Hiang Tan

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Richard Brown

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Richard Menzinsky

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Ronald Christen

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Roxane Dufour

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Sakinah Sharif

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Stefano Rizzi

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Thorsten Lind

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Thomas Bucknall

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Tomas Mostany

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Viktor Kletzer

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Yann Mortreux

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers as of the day and year first above written.

Jacques Stern as duly appointed attorney on behalf of:

Zuzana Gregorova

Schedule

Annex A

FORM OF JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Shareholders Agreement, dated as of August 28, 2020 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Shareholders Agreement”) 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” or the “Institutional Shareholders”), (iii) the several Persons (as defined below), whose names and addresses are set out in the Schedule or each of his/her respective Joinder Agreements hereto (each a “Manager” and, together, the “Managers”), and (iv) Thomas W. Farley (“Thomas W. Farley”, and together with the Institutional Shareholders and the Managers, the “Shareholders”), and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Shareholders Agreement.

By executing and delivering this Joinder Agreement to the Shareholders Agreement, the undersigned hereby adopts and approves the Shareholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the beneficial owner and/or transferee of certain Company Securities, to become a party as a “Shareholder” and to be bound by and comply with the provisions of, the Shareholders Agreement applicable to the assigning Shareholder, in the same manner as if the undersigned were an original signatory to the Shareholders Agreement.

[If Transferee is a member of Thomas W. Farley’s Group, insert:

By the execution and delivery of this Joinder Agreement, the undersigned irrevocably constitutes and appoints Thomas W. Farley as the true and lawful agent and attorney-in-fact of the undersigned with full powers of substitution to act in the name, place and stead of the undersigned with respect to the performance on behalf of the undersigned under the terms and provisions of the Shareholders Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as Thomas W. Farley shall deem necessary or appropriate in connection with any matter under the Shareholders Agreement , which such appointment shall include the full power and authority to exercise all rights and powers, to give all notices and consents, to amend, supplement or otherwise modify the Shareholders Agreement and to take any and all other actions as may be necessary or appropriate in connection with the Shareholders Agreement, with respect to the Company Securities so Transferred. The appointment of the Thomas W. Farley shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Thomas W. Farley as the act of the undersigned in all matters referred to herein.]

The undersigned acknowledges and agrees that Article IV of the Shareholders Agreement is incorporated herein by reference, mutatis mutandis.

Accordingly, [                    ] has executed and delivered this Joinder Agreement as of [                    ].

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

Dated as of August 28, 2020

TABLE OF CONTENTS

i

REGISTRATION RIGHTS AGREEMENT, dated as of August 28, 2020 (this “Agreement”), among (i) Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zurichstrasse 38, Brüttisellen, Switzerland (the “Company”), (ii) Global Blue Holding LP, an exempted limited partnership formed under the laws of the Cayman Islands (“GB Holding”), (iii) SL Globetrotter, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Globetrotter”), (iv) Third Point Offshore Master Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands, Third Point Ultra Master Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands, Third Point Partners Qualified L.P., a Delaware limited partnership, Third Point Partners L.P., a Delaware limited partnership, Third Point Enhanced L.P., an exempted limited partnership formed under the laws of the Cayman Islands, Third Point Ventures LLC, a Delaware limited liability company, and Cloudbreak Aggregator LP, an exempted limited partnership formed under the laws of the Cayman Islands (collectively, “Third Point”), and each of the persons whose name appears on the signature pages hereto or becomes a party hereto pursuant to Section 3.4.

R E C I T A L S:

WHEREAS, capitalized terms used but not defined herein shall have the meaning set forth in Article II of this Agreement.

WHEREAS, this Agreement is being entered into in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of January 16, 2020, by and among the Company, Far Point Acquisition Corporation, a Delaware corporation, Globetrotter, and the other parties thereto (the “Merger Agreement”); and

WHEREAS, the Company has agreed to grant the other parties hereto registration rights in respect of the ordinary shares, nominal value CHF 0.01 per share (the “Company Ordinary Shares”), warrants to acquire Company Ordinary Shares (the “Warrants”) and series A convertible preferred shares (the “Convertible Preferred Shares” and, together with the Company Ordinary Shares and the Warrants, the “Company Shares”) of the Company held by them, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

REGISTRATION

1.1.    Demand Registrations.

(a)     Subject to the terms and conditions hereof, solely if the Company has failed to file the Shelf Registration Statement or maintain its effectiveness as provided in Section 1.3, any Demand Shareholders (“Requesting Shareholders”) shall be entitled to make written requests of the Company

1

(each, a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders (such amount, in the case where SL Sponsor is a Requesting Shareholder, to include a number of Registrable Securities held by the Escrow Agent determined pursuant to the Management Shareholders Agreement) that equals or is greater than the Registrable Amount (a “Demand Registration”). Thereupon the Company will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration as promptly as practicable under the Securities Act of:

(i)    the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand;

(ii)    all other Registrable Securities which the Company has been requested to register pursuant to Section 1.1(b), but subject to Section 1.1(h); and

(iii)    all Company Shares which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 1.1, but subject to Section 1.1(h),

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Company Shares, if any, to be so registered.

(b)    A Demand shall specify (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Shareholder(s). Within three (3) Business Days after receipt of a Demand, the Company shall give written notice of such Demand to all Other Holders of Registrable Securities. The Company shall include (but only on a pro rata basis among the Requesting Shareholder and the Other Holders that have requested to participate in such Demand Registration based upon the relative number of Registrable Shares then held by each such Requesting Shareholder and Other Holders) in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein from the Other Holders thereof within five (5) days after the Company’s notice required by this paragraph has been given, subject to Section 1.1(h). Each such written request shall comply with the requirements of a Demand as set forth in this Section 1.1(b).

(c)    During each fiscal year of the Company, SL Sponsor shall have the right to request up to nine (9) Demand Registrations and/or deliver Take-Down Notices pursuant to Section 1.3, in the aggregate, and TP Sponsor shall have the right to request up to three (3) Demand Registrations and/or deliver Take-Down Notices pursuant to Section 1.3, in the aggregate (of which only two (2) Take-Down Notices may be for Marketed Underwritten Shelf Offerings). A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (A) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least one hundred eighty (180) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the Holder of Registrable

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Securities refrains from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (B) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the Commission or other Governmental Authority, other than by reason of any act or omission by the applicable Selling Stockholders.

(d)    Demand Registrations shall be on Form F-1 or Form F-3 if the Company is eligible under Applicable Law to register Registrable Securities on Form F-3 or, if the Company reasonably believes another registration form of the Commission would be more appropriate, such other appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders.

(e)    The Company shall not be obligated to (i) subject to Section 1.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than one hundred eighty (180) days or (ii) effect any Demand Registration (A) within forty-five (45) days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to Section 1.2 (subject to Section 1.2(b)) and at least 90% of the number of Registrable Securities requested by such Demand Shareholders to be included in such Underwritten Offering were included and sold or (B) during the first year after the Closing Date, within three (3) months of the completion of any other Demand Registration.

(f)    The Company shall be entitled to postpone (upon written notice to the Requesting Shareholders and any Other Holders whose Registrable Securities are covered by such Demand pursuant to Section 1.1(b)) the filing or the effectiveness of a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. In the event of a Blackout Period, the Company shall deliver to the Requesting Shareholders requesting registration and any Other Holders whose Registrable Securities are covered by such Demand pursuant to Section 1.1(b) a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met.

(g)    If the Majority in Interest of the Requesting Shareholders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Requesting Shareholder or Other Holders that have requested to include Registrable Securities in such Registration shall be conditioned upon such Requesting Shareholder’s participation in such Underwritten Offering and the inclusion of such Requesting Shareholder’s Registrable Securities in such Underwritten Offering to the extent provided herein (for the avoidance of doubt, in the event that SL Sponsor acts as Requesting Shareholder on behalf of the Escrow Agent, including the Registrable Securities held by the Escrow Agent and included in the Underwritten Offering in accordance with the Management Shareholders Agreement). All such Requesting Shareholders and Other Holders (including the Escrow Agent and, if required, Management Shareholders) proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 1.1(g) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering pursuant to Section 1.1(i).

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(h)    If, in connection with a Demand Registration or Shelf Offering that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration or Shelf Offering would adversely affect the success thereof, then the Company shall include in such registration statement only such securities as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and in the following order of priority: (i) first pro rata among the Holders that have requested to participate in such Demand Registration or Shelf Offering based on the relative number of Registrable Shares then held by each such Holder (including, in the event that SL Sponsor has included Registrable Securities held by the Escrow Agent, such Registrable Shares, as if they were held by SL Sponsor); (ii) second, other securities of the Company duly requested to be included in such registration statement by other persons, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company; and (iii) third, securities the Company proposes to sell.

(i)    Any time that a Demand Registration or Shelf Offering involves an Underwritten Offering, the Majority in Interest of the Requesting Shareholders shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters and their respective economics with respect to the offering of such Registrable Securities; provided that such investment banker(s) and manager(s) shall be subject to the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.

1.2.    Piggyback Registrations.

(a)     Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Demand Shareholders (other than the PIPE Registration Statement or a registration by the Company (i) on Form F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) pursuant to Section 1.1) (a “Piggyback Registration”), the Company shall give all Holders prompt written notice thereof (but not less than ten (10) days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of Company Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such Company Ordinary Shares, in each case to the extent then known. Subject to Sections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

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(b)    If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advises the Company that, in its opinion, the inclusion of all the Company Ordinary Shares sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have Company Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration pursuant to agreements entered into by the Company in accordance with Section 3.14 (such Persons, if any, being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of Company Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such Company Ordinary Shares as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:

(i)    if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of Company Ordinary Shares to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the number of Registrable Shares then held by each such Piggyback Seller (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (C) third, Company Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of Company Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other Company Ordinary Shares proposed to be sold by any Other Proposed Sellers; or

(ii)    if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of Company Ordinary Shares sought to be registered by each Other Demanding Seller and Piggyback Seller pro rata based on the number of Registrable Shares then held by all such Other Demanding Sellers and Piggyback Sellers (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (B) second, Company Ordinary Shares to be sold by the Company and (C) third, other Company Ordinary Shares proposed to be sold by any Other Proposed Sellers.

(c)    For clarity, in connection with any Underwritten Offering under this Section 1.2 that is initiated by the Company, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s); in connection with any Underwritten Offering under this Section 1.2 that is not initiated by the Company, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Majority in Interest of the Holders of Registrable Securities participating in such offering and the lead managing underwriter(s).

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(d)    If, at any time after giving written notice of its intention to register any Company Ordinary Shares as set forth in this Section 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such Company Ordinary Shares, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided that Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 1.1.

(e)    Any time that a Piggyback Registration involves an Underwritten Offering that is initiated by the Company, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities and their respective economics; in the event that a Piggyback Registration involves an Underwritten Offering that is not initiated by the Company, the Majority in Interest of the Holders of Registrable Securities participating in such offering shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities and their respective economics; provided that such investment banker(s) and manager(s) shall be subject to the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.

1.3.    Shelf Registration Statement.

(a)     Promptly, but in any event within forty-five (45) days from the date hereof, the Company shall file a registration statement on Form F-1 or any successor form thereto to register all of the Registrable Securities of the Holders (which registration statement shall be amended, converted or replaced, as provided in the following sentence, with a registration statement on Form F-3 or any successor form thereto (“Form F-3”)) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”); provided, however, that notwithstanding the foregoing, the Company shall be entitled to delay the filing of the Shelf Registration Statement until such time as any financial statements required by Applicable Law are available for inclusion in the Shelf Registration Statement. The Company shall cause the Shelf Registration Statement to be amended and/or converted to, or replaced with, a registration on Form F-3 as promptly as reasonably practicable after the Company becomes eligible to use Form F-3 under Applicable Law. The Company shall use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, the Shelf Registration Statement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held and specified by such Demand Shareholders (and including Registrable Securities held by the Escrow Agent) that equals or is greater than the Registrable Amount and including a plan and method of distribution substantially in the form of Exhibit A or as otherwise specified.

(b)    Subject to Section 1.3(c), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in

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accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1.

(c)    Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period, the Company shall deliver a notice of such expiration to Holders of Registrable Securities and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d)    If one or more Demand Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Shareholder(s) intend to sell at least a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Demand Shareholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. The Demand Shareholders shall have the right to request the number of Shelf Offerings provided for in Section 1.1(c). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”), unless the Take-Down Notice is executed by or on behalf of all the Demand Shareholders (even if all the Demand Shareholders are not participating in such Marketed Underwritten Shelf Offering), the Company shall forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the Management Shareholders Agreement) included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the Take-Down Notice to such other Demand Shareholder.

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In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”), the Company shall forward the Take-Down Notice to all other Demand Shareholders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such proposing Demand Shareholder(s) shall permit each such other Demand Shareholder to include (but only on a pro rata basis with the proposing Demand Shareholder based on the relative number of Registrable Shares then held by each such Demand Shareholder) its Registrable Securities (including, in the case of SL Sponsor, Registrable Securities held by the Escrow Agent in an amount determined in accordance with the Management Shareholders Agreement) included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such other Demand Shareholder notifies the proposing Demand Shareholder(s) and the Company within 24 hours of receiving the Take-Down Notice.

(e)    For the avoidance of doubt, no Other Holders (except the Escrow Agent on behalf of the Management Shareholders as provided herein and, for the avoidance of doubt, except a non-proposing Demand Shareholder in accordance with Section 1.1(e)) will be entitled to participate in Shelf Offerings unless SL Sponsor determines otherwise in a written notice delivered to the Company and such Other Holders (in which case such Other Holders shall be treated the same as a non-proposing Demand Shareholder with respect to such Shelf Offerings).

(f)    For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(h) and (i).

(g)    Upon the written request of any Demand Shareholder, the Company will file and seek the effectiveness of a post-effective amendment to the Shelf Registration Statement to register additional Registrable Securities that would have been included in the Shelf Registration Statement had they been owned by such Demand Shareholder on the date hereof (or, if such additional Registrable Securities cannot be registered pursuant to a post-effective amendment under Applicable Law, an additional shelf registration statement); provided that when the Company effects a Demand Shareholder request to file such a post-effective amendment (or additional shelf registration statement), it shall notify the other Holders and provide such other Holders a reasonable opportunity to include additional Registrable Securities in such amendment (or additional shelf registration statement).

1.4.    Withdrawal Rights. Any Demand Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn if any other Demand Shareholder has requested that Registrable Securities be included in such registration; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Demand Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) days

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following the mailing of such notice, such Demand Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use reasonable best efforts to prevent, the effectiveness thereof.

1.5.    Underwriter Lock-up Agreements. (a) In connection with any Underwritten Offering in which a Holder participates pursuant to Section 1.2, each such Holder agrees to enter into customary agreements, including such customary carve-outs and limitations as any such Holder may reasonably request, restricting the public sale or distribution of equity securities of the Company (including sales pursuant to Rule 144 or Rule 145 under the Securities Act) to the extent requested in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than the lesser of (i) the period to which the Company (subject to customary carve-outs and limitations) is restricted and (ii) ninety (90) days for the first offering of Company Shares after the Closing Date and forty-five (45) days thereafter, in each case, after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to the Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such other period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or applicable lead managing underwriter(s) shall apply to each Holder on a pro rata basis.

(b)     If any Demand Registration involves an Underwritten Offering or in the event of a Marketed Underwritten Shelf Offering, the Company will not effect any public sale or distribution of any ordinary share capital (or securities convertible into or exchangeable or exercisable for ordinary share capital) (other than a registration statement on Form F-4, Form S-8 or any successor forms thereto) for its own account, within ninety (90) days, after the date of such Underwritten Offering or Marketed Underwritten Shelf Offering, as applicable, except as may otherwise be agreed between the Company and the lead managing underwriter(s) of such Underwritten Offering or Marketed Underwritten Shelf Offering, as applicable.

1.6.    Registration Procedures.

(a)     If and whenever the Company is required to use reasonable best efforts to effect the registration and/or offering of any Registrable Securities under the Securities Act as provided in Section 1.1, Section 1.2 or Section 1.3, the Company shall as expeditiously as reasonably practicable:

(i)    prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method or methods of distribution of such securities and thereafter use reasonable best efforts to cause such registration statement to become and remain effective pursuant to the terms of this Article I; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the Holders which are including Registrable Securities in such registration

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(“Selling Stockholders”), their counsel and the lead managing underwriter(s) and their counsel, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel a reasonable opportunity to participate in the preparation of such registration statement and each prospectus included therein. The Company shall not file any such registration statement or prospectus or any amendments or supplements thereto with respect to a Demand Registration to which the Holders of a majority of Registrable Securities held by the Selling Stockholder(s), their counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with Applicable Law;

(ii)    prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective pursuant to the terms of this Article I, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(iii)    if requested by the lead managing underwriter(s), if any, or the Holders of a majority of the then outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 1.6(a)(iii) that are not, in the opinion of counsel for the Company, in compliance with Applicable Law;

(iv)    furnish to the Selling Stockholders and each underwriter, if any, of the securities being sold by such Selling Stockholders such number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Stockholders;

(v)    use reasonable best efforts to register or qualify or cooperate with the Selling Stockholders, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or “blue sky” laws of such jurisdictions as the Selling Stockholders and any underwriter of the securities being sold by such Selling Stockholders shall reasonably request, and to keep each

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such registration or qualification (or exemption therefrom) effective during the period such registration statement is required to be kept effective and take any other action which may be necessary or reasonably advisable to enable such Selling Stockholders and underwriters to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Stockholders, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(vi)    use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the NASDAQ Stock Market;

(vii)    use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Selling Stockholder(s) thereof to consummate the disposition of such Registrable Securities;

(viii)    use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;

(ix)    in an Underwritten Offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and in connection therewith, (A) make representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) include in the underwriting agreement indemnification provisions and procedures substantially to the effect set forth in Section 1.9 hereof with respect to the underwriter and all parties to be indemnified pursuant to said Section except as otherwise agreed by the Holders of a majority of the Registrable Securities being sold and (C) deliver such documents and certificates as are reasonably requested by the Holders of a majority of the Registrable Securities being sold, their counsel and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement;

(x)    in connection with an Underwritten Offering, use reasonable best efforts to obtain (A) for the underwriter(s) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters and (B) for the Selling Stockholders and underwriter(s) “comfort” letters and updates thereof (or, in the case of any such Person which

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does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter to the extent deliverable in accordance with the policies of such accountants) signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with underwritten offerings;