GLOBAL BLUE GROUP HOLDING AG, a limited company having its registered office in Zurichstrasse 38, 8306 Bruttisellen, Switzerland and identification number CHE 442.546.212 (the “Company”);

SL GLOBETROTTER, L.P., 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 Institutional Shareholder”); and

ANTFIN (HONG KONG) HOLDING LIMITED, 26/F, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (the “Ant Institutional Shareholder” and, together with the SL Institutional Shareholder, the “Institutional Shareholders”).

Following the closing (the “Closing”) of a merger agreement by and among, inter alia, the Company and the Seller Parties (as defined therein), entered into on 16 January 2020 (the “Merger Agreement”), the Company owns the business known as ‘Global Blue’ and the Common Shares (as defined below) of the Company are listed on the New York Stock Exchange (the “Exchange”).

Following Closing, each of the Institutional Shareholders owns certain Company Securities.

The Company, the SL Institutional Shareholder and Far Point LLC entered into a relationship agreement (the “Original RA”) on January 16, 2020, and by letter agreement dated August 15, 2020, the Company, the SL Institutional Shareholder and Far Point LLC agreed that Far Point LLC would thereby be released from its liabilities and obligations, and would thereby cease to have any rights or benefits, under the Original RA and would thereby cease to be a party to the Original RA. The Company and the SL Institutional Shareholder then entered into an amended and restated relationship agreement (the “A&R RA”) to regulate the relationship between them and to govern the exercise by the SL Institutional Shareholder of its rights in respect of the Company.

The Parties have now agreed to enter into this second amended and restated agreement to regulate the relationship between them and to govern the exercise by each of the Institutional Shareholders of their rights in respect of the Company and to amend and restate the A&R RA which will be superseded in its entirety by this Agreement.

DEFINITIONS AND INTERPRETATION

The following terms shall, unless the context otherwise requires, have the following meaning:

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;

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);

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

a successor trustee or nominee for, or a successor by reorganization 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),

was in the possession of or was known to any member of the relevant Institutional Shareholder’s Group prior to its receipt from the Global Blue Group (other than through a breach of Clause 4 of this Agreement);

was or is independently developed by any member of the relevant Institutional Shareholder’s Group without the utilization of such Confidential Information;

is or becomes public knowledge without the fault of any member of the relevant Institutional Shareholder’s Group; or

is or becomes available to any member of the relevant Institutional Shareholder’s Group from a source other than the Global Blue Group in circumstances where any member of any Institutional Shareholder’s Group is not aware that disclosure has been made in breach of an obligation of confidentiality;

in the case of the Ant Institutional Shareholder, the Ant Institutional Shareholder and each of its direct and indirect subsidiary undertakings;

In this Agreement, unless the context dictates otherwise:

the masculine gender shall include the feminine and the neuter and vice versa and references to the singular shall include the plural and vice versa;

references to “include” and “including” shall be treated as references to “include without limitation” or “including without limitation”;

the headings are for identification only and shall not affect the interpretation of this Agreement;

references to any statute or statutory provision include any code, regulation, statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision; and

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.

BOARD

The Parties acknowledge and agree that the Board shall include at least three members who qualify as Independent Board Members and the chairperson of the Board shall at all times be a non-executive Board Member. The Parties further acknowledge that the chairperson shall be elected by the General Meeting. The Board shall not at any time have more than one executive Board Member, if any, and if there is an Executive Board Member, this shall be the chief executive officer of the Global Blue Group.

Subject to Clause 2.6:

the SL Institutional Shareholder shall have the right to designate up to three persons for nomination by the Board as SL Board Members and to designate replacements for such SL Board Members; and

the Ant Institutional Shareholder shall have the right to designate one person for nomination by the Board as the Ant Board Member and to designate a replacement for such Ant Board Member, provided that: (i) such designation is in compliance with Schedule 2 (Ant Board Member); and (ii) if, from time to time, the Board has bona fide compliance or regulatory concerns about such person being a Board Member (or, pursuant to Clause 2.4, an observer), the Company shall be entitled to take such steps as may be necessary (including calling and holding an extraordinary General Meeting) to remove such person from the Board (or, as applicable, such person shall not be entitled to represent the Ant Institutional Shareholder as an observer pursuant to Clause 2.4) and the Ant Institutional Shareholder hereby undertakes to effect, or procure the effecting of, such steps as may be necessary to cause such person to resign upon the Board’s request in connection with the Board’s bona fide compliance or regulatory concerns, and the Ant Institutional Shareholder may designate a replacement for such Board Member thereafter in accordance with the terms of this Agreement,

If, and at any time, any Institutional Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 2.2, the Company shall, following the assessment by the Board pursuant to the preceding paragraph, procure that the Board nominates the person designated by such Institutional Shareholder for election as a Board Member and to use reasonable efforts to procure the election of the person designated by such Institutional Shareholder to the Board at each relevant General Meeting, including by soliciting the vote of the shareholders of the Company to vote in favour of Board nominees and providing any other support that the Company or the Board provides to any other nominees to the Board.

If, and at any time, any Institutional Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 2.2:

in the case of the (i) removal of its relevant Board Member, (ii) resignation, retirement, death or disability of its relevant Board Member, (iii) failure of the person designated by such Institutional Shareholder to be nominated for election to the Board at any General Meeting or (iv) the person nominated by such Institutional Shareholder not being elected by the General Meeting, the relevant Institutional Shareholder shall have the right, but not the obligation, to submit in writing to the Company a nomination for a replacement representative to the Board; and

the Company agrees to nominate the person designated by such Institutional Shareholder as a new Board Member and undertakes to promptly call and hold an extraordinary General Meeting with the agenda item to elect the proposed person as a new Board Member.

If, and at any time, any Institutional Shareholder has the right to nominate a representative to the Board pursuant to Clause 2.2, such Institutional Shareholder shall be entitled to require that its representative not be nominated for re-election at the next annual General Meeting or that the Company convene an extraordinary General Meeting to effect the dismissal of such representative from the Board.

Each Institutional Shareholder’s right to designate for nomination by the Board persons as Board Members, and to propose replacements for Board Members, shall be varied in accordance with the following provisions:

if the SL Institutional Shareholder’s Group directly or indirectly holds less than 20% of the Voting Shares (from time to time), the SL Institutional Shareholder will have the right to designate only two persons for nomination by the Board as SL Board Members;

if the SL Institutional Shareholder’s Group directly or indirectly holds less than 10% of the Voting Shares (from time to time), the SL Institutional Shareholder will have the right to designate only one person for nomination by the Board as a SL Board Member provided that this Clause 2.6.2 will only apply from the expiry of two years following Closing;

if the SL Institutional Shareholder’s Group directly or indirectly holds less than 5% of the Voting Shares (from time to time), the SL Institutional Shareholder shall not have the right to designate any persons for nomination by the Board as a SL Board Member provided that this Clause 2.6.3 will only apply from the expiry of two years following Closing; and

if the Ant Institutional Shareholder’s Group directly or indirectly holds less than 5% of the Voting Shares (from time to time) and/or such other conditions as may be agreed between the Ant Institutional Shareholder and the Company from time to time cease to be satisfied, the Ant Institutional Shareholder shall not have the right to designate any persons for nomination by the Board as an Ant Board Member.

The Parties acknowledge that where an Institutional Shareholder Board Member receives (i) in a capacity other than that of a member of the Board, information which imposes on him or her a duty of confidentiality, he or she shall not be obligated to disclose that information to the Company or to the Board unless he or she is required to disclose such information, or take any other step, to comply with his or her fiduciary duties and statutory obligations as a member of the Board, and (ii) subject to Clause 4, any information relating to the Company or the Global Blue Group (in his or her capacity as a member of the Board or otherwise), the Institutional Shareholder Board Member may, subject to his or her fiduciary duties and statutory obligations as a member of the Board and subject to any restrictions under applicable law and provided that where such information is subject to legal privilege only to the extent that legal privilege is maintained, communicate such information to any member of the relevant Institutional Shareholder’s Group, provided that any such information so communicated shall be subject to Clauses 4.6 and 4.7.

The Company and the Board shall be permitted to withhold from the Ant Board Member any Confidential Information relating to commercial relationships between any member of the Global Blue Group, on the one hand, and the Ant Institutional Shareholder or its affiliates, on the other hand (including the strategic business cooperation agreement contemplated between Global Blue SA and Alipay.com Co., Ltd or any of its affiliates), and any other Confidential Information which the Company reasonably determines is commercially sensitive, taking into account such commercial relationships. Upon the request of any other Board Member, the Ant Board Member shall be recused from any meeting (or part thereof) during which any such Confidential Information or commercial relationships are to be disclosed to or discussed by the Board. To the extent that the Ant Board Member inadvertently receives such Confidential Information, the Ant Board Member shall immediately return the Confidential Information to the Company or the Board, as applicable, and, notwithstanding the provisions of Clause 4.7(i), agrees not disclose such Confidential Information to any member of the Ant Institutional Shareholder’s Group.

Subject to any other agreement between any Institutional Shareholder Board Member and the Company, each Institutional Shareholder Board Member and any observer appointed pursuant to Clause 2.4 will be covered by: (a) (irrespective of any separate insurance arranged by the relevant Institutional Shareholder’s Group) the Company’s directors’ and officers’ liability insurance (if any) during their appointment and for a period of at least four years following the date of their resignation or removal from the Board and (b) the Company’s indemnity policy during their appointment and for a period of at least six years following the date of their resignation or removal from the Board, in each case on terms at least as favourable to the Institutional Shareholder Board Member or observer (as applicable) as the insurance (if any) and indemnity policy in place at the date of Closing, in the case of insurance where such insurance is then reasonably commercially available. The terms of the Company’s directors’ and officers’ liability insurance (if any), the Company’s indemnity policy any other relevant policy of insurance or other policy will remain at all times available to the Institutional Shareholders from the Company on request.

The Board, following consultation with outside counsel if deemed necessary, shall determine any measures to address any actual or potential conflict of interest in accordance with the Board Rules.

BOARD COMMITTEES

The Company shall procure that the Board shall have a finance and audit committee and a nomination and compensation committee. In addition, the Board may establish more committees from time to time. The members of the nomination and compensation committee will be appointed by the shareholders’ meeting upon proposal by the Board. The members of all other committees will be appointed by the Board.

The Company and each Institutional Shareholder agree that (i) each of the Board Committees shall consist of at least two members and (ii) the SL Institutional Shareholder has the right to nominate one director (which whilst he or she must be a member of the Board does not have to be an Institutional Shareholder Board Member nominated by the SL Institutional Shareholder) to serve on each Board Committee (provided that the finance and audit committee shall consist only of Independent Board Members), for so long as the SL Institutional Shareholder has the right to designate at least two persons for nomination by the Board as SL Board Members in accordance with Clause 2. As long as there is at least one Institutional Shareholder Board Member nominated by the SL Institutional Shareholder, the SL Institutional Shareholder shall have the right to appoint one Person to attend finance and audit committee meetings as an adviser without participating in the decision-making and voting process of the committee. The terms of appointment of such adviser shall be determined by the Board and shall include customary confidentiality obligations but shall not entitle such adviser to any remuneration or the payment of any expenses by the Company and may provide for limitations of liability and an indemnity no less favourable that those offered to the Board Members.

The Parties agree that no Executive Board Member shall sit on the finance and audit committee or the nomination and compensation committee.

INFORMATION SHARING

The Company shall provide or procure that each Institutional Shareholder is promptly provided, to the extent permitted by applicable laws and regulations, with all such information (the “Information”) in respect of any Global Blue Group company necessary in order for each Institutional Shareholder’s Group (as applicable) to:

complete any tax return, compilation or filing as required by applicable law or deal with any enquiry from a tax authority;

comply with any financial, regulatory or other reporting obligations which apply to any member of any Institutional Shareholder’s Group as required by applicable law; or

comply with any other laws, rules or regulations which apply to any member of any Institutional Shareholder’s Group.

Without prejudice to the generality of Clause 4.1 above, to the extent permitted by applicable laws and regulations and the rules and regulations of the Exchange, the Company will maintain, and will procure that each member of the Global Blue Group maintains, effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Global Blue Group. Each Board Member will be entitled to receive: (i) a detailed draft operating budget (including a cash flow and capital expenditure forecast) for the Global Blue Group in respect of its next financial year, in such form as has been produced in the six months prior to the date of this Agreement, not later than twenty days before the end of each financial year; and (ii) the Management Information Package for each monthly accounting period as soon as reasonably practicable and in any event within four weeks of the end of such period, provided that any Institutional Shareholder Board Member may at any time and from time to time notify the Company that he elects not to receive the Management Information Package or other specified information (or to cancel or vary any such prior election). Each Institutional Shareholder Board Member will be entitled to (x) share any information received in (i) and (ii) of the preceding sentence with the relevant Institutional Shareholder; and (y) such information and such access to the officers, employees and premises of the Global Blue Group as it may reasonably require for the purposes of enabling each Institutional Shareholder to monitor its investments in the Company, in each case for (x) and (y) for so long as the relevant Institutional Shareholder’s Group holds at least 10% of the Voting Shares (from time to time).

The Company shall procure that any document or information that is to be supplied under this Agreement which is not in the English language is accompanied by an accurate English translation (subject to each Institutional Shareholder’s consent to the contrary).

Nothing in this Agreement shall prohibit or restrict the Company from disclosing, in accordance with such laws or applicable rules or regulations to which the Company is or becomes subject by virtue of securities of the Company being admitted to listing or trading on any stock exchange, any inside information if and when such disclosure is required under or pursuant to the Exchange Act, or such other laws or applicable rules or regulations to which the Company is or becomes subject by virtue of securities of the Company being admitted to listing or trading on any stock exchange.

Nothing in this Agreement shall require the Company, or any director, officer or employee of the Company, to disclose inside information to the extent that such disclosure would violate any applicable law. The Parties acknowledge that pursuant to the Exchange Act they are prohibited from using inside information to effect transactions in Company Securities and from disclosing inside information to third parties except as permitted by applicable laws and applicable Company policies.

Each Institutional Shareholder shall procure that all Information provided to it or to any member of its Group pursuant to Clause 2.7, Clause 3.2 or Clause 4.1 shall be treated as Confidential Information and shall be used in accordance with applicable laws and regulations.

Each Institutional Shareholder shall ensure that any Confidential Information it or any of its Institutional Shareholder Board Members or any observer appointed by it pursuant to Clause 2.4 or any adviser appointed by it pursuant to Clause 3.2 receives will be treated strictly confidentially and only be disclosed:

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. In no circumstances shall any such Confidential Information be shared with a company that competes with the business of the Global Blue Group (or its advisors or representatives); provided that possession or knowledge of such Confidential Information by any member of any Institutional Shareholder’s Group or its designated representatives on a company’s board of directors or governing body shall not, solely for that reason, be deemed imputed to such company; and provided further that possession or knowledge of such Confidential Information by any member of any Institutional Shareholder’s Group or its representatives carrying out a central management function with respect to a portfolio of investments, including legal, compliance, governance, audit, risk, investment committee or other oversight functions, which may include such a competing business shall not, solely for that reason, be deemed imputed to such company where such information is not disclosed to, or used in relation to, such competing business;

to any actual or potential providers of finance to the Global Blue Group and/or any member of any Institutional Shareholder’s Group and/or for the refinancing of any of the funding provided by any such finance providers provided that such finance providers are themselves subject to confidentiality obligations;

if requested or required by applicable law or by a competent court;

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;

if necessary to enforce this Agreement in court proceedings; or

if the Company has given its written consent to disclosure.

RELATIONSHIP BETWEEN THE PARTIES

The Company and each Institutional Shareholder undertake that transactions and relationships between a member of its respective Institutional Shareholder’s Group and a member of the Global Blue Group and any agreements or arrangements between a member of its respective Institutional Shareholder’s Group and a member of the Global Blue Group will be on terms no less favourable to the Company than those it could obtain at an arm’s length and on a customary commercial basis (other than in connection with arrangements in existence prior to Closing between a member of the Ant Institutional Shareholder’s Group and a member of the Global Blue Group).

Each Institutional Shareholder undertakes that the voting rights attached to the Voting Shares directly or indirectly held by each Institutional Shareholder (from time to time) shall not be exercised to procure any amendment to the Articles which would be inconsistent with any of the provisions of this Agreement without the Company’s consent.

Each Institutional Shareholder undertakes that the voting rights attached to the Voting Shares held directly or indirectly by each Institutional Shareholder (from time to time) shall not be exercised to prejudice the Company’s suitability for becoming, or its status once it becomes, a listed company on the Exchange or the Company’s ongoing compliance with the Articles, the applicable Exchange rules and any other laws or regulations, in each case to the extent applicable to the Company, provided that this shall not prevent any member of any Institutional Shareholder’s Group from:

accepting a Takeover Offer;

itself making a Takeover Offer; or

selling its Voting Shares, subject to the relevant provisions of this Agreement.

The obligation of the Parties are contractual in nature and the Parties agree that they do not form, and this Agreement shall not be deemed to constitute, a simple partnership (einfache Gesellschaft) in accordance with article 530 et seq. of the Swiss Code of Obligation.

TERMINATION

This Agreement shall terminate with immediate effect upon the earliest of:

with respect to the SL Institutional Shareholder, its Group ceasing to own or control, directly or indirectly, any Company Securities;

with respect to the Ant Institutional Shareholder, its Group ceasing to have the right to designate any persons for nomination by the Board as an Ant Board Member pursuant to Clause 2.6.4;

upon mutual written consent of the Parties; and

upon the expiry of the period of 25 years from the date of Closing.

Each Institutional 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:

any Person acquires or obtains Control of the Company;

the General Meeting passes a resolution for the winding up of the Company or a court of competent jurisdiction makes an order for the Company’s winding up or dissolution;

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

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.

After termination of this Agreement, all rights and obligations of the Parties under this Agreement shall end except for this Clause 6 and Clauses 1 (Definitions and Interpretations), 4 (Information Sharing), provided that Clauses 4.1 and 4.2 shall only remain effective with respect to any reporting period during which any Institutional Shareholder’s Group held Voting Shares, 8.8 (Governing Law) and 8.9 (Dispute Resolution) which will remain in full force and effect.

BUSINESS OPPORTUNITIES

Subject to Clauses 4.6, 4.7 and 7.2, each member of each Institutional Shareholder’s Group and (subject to his fiduciary duties as a director) any Institutional Shareholder Board Member may engage in or possess an interest in other investments, business ventures or entities of any nature or description, independently or with others, similar or dissimilar to, or that compete with, the investments or any business of the Global Blue Group, and may provide advice and other assistance to any such investment, business venture or entity, and the Company shall have no rights in and to such investments, business ventures or entities or the income or profits derived therefrom, and the pursuit of any such investment or venture, even if competitive with any business of the Global Blue Group, shall not be deemed wrongful or improper. Neither any member of any Institutional Shareholder’s Group nor (subject to his fiduciary duties as a director) any Institutional Shareholder Board Member shall be obliged to present any particular investment or business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, it could be taken by any member of the Global Blue Group, and any member of any Institutional Shareholder’s Group and (subject to his fiduciary duties as a director) any Institutional Shareholder Board Member shall have the right to take for its or his own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.

Notwithstanding anything in this Clause 7 to the contrary, each Institutional Shareholder agrees, for itself and on behalf of each member of its Institutional Shareholder’s Group, that none of them shall, without the prior written consent of the Board, use non-public information relating to the Global Blue Group first obtained by such Institutional Shareholder or any member of its Institutional Shareholder’s Group pursuant to this Agreement other than for the purpose of exercising such Institutional Shareholder’s rights or monitoring its interests as a shareholder or otherwise as permitted by Clause 4.7.

GENERAL PROVISIONS

Scope

No recourse

Entire agreement

Amendment

Assignment

Counterparts

Notices

Governing law

Dispute resolution

/s/ Jacques Stern

/s/ Joseph Osnoss

/s/ Leiming Chen

DEFINITIONS AND INTERPRETATION

EFFECTIVENESS AND TERMINATION OF INVESTOR AGREEMENT

CORPORATE GOVERNANCE

PROVISION OF INFORMATION

DIRECTORS – CLAIMS

TRANSACTION, SELL-DOWNS, DISTRIBUTIONS AND LIQUIDATION

TRANSFERS OF LP INTERESTS

PRE-EMPTION ON ISSUE

RESERVED MATTERS

WARRANTIES AND COVENANTS

DEEDS OF ADHERENCE

FEES AND COSTS

CONFIDENTIALITY

NOTICES

THE EURO

TRANSFER OF RIGHTS AND OBLIGATIONS

ENTIRE AGREEMENT, TERMINATION AND AMENDMENT

MISCELLANEOUS

THIRD PARTY RIGHTS

GOVERNING LAW AND JURISDICTION

SCHEDULE 1 THE INVESTORS

SCHEDULE 2 DEED OF ADHERENCE

SCHEDULE 3 SL DEED OF ADHERENCE

SL GLOBETROTTER, L.P., which has its registered office in the Cayman Islands at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, acting by its general partner (“Silver Lake”);

THE PERSONS whose names and addresses are set out in Schedule 1 (each a “Partners Group Fund” and together being “Partners Group”);

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, acting by its general partner (“GBH LP”);

SL GLOBETROTTER GP, LTD., which has its registered office in the Cayman Islands at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “General Partner”); and

THE PERSONS who have become parties to this Agreement by virtue of a deed of adherence, (together, the “Parties”), and Clause 2 hereof is hereby acknowledged by:

GLOBAL BLUE INVESTMENT & CO S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated in Luxembourg and registered with the Luxembourg registre de commerce et des sociétés under number B169358, with registered office at 2, rue Edward Steichen, L-2540 Luxembourg.

Following the closing (“Closing”) under an agreement and plan of merger entered into by, amongst others, Far Point Acquisition Company, Silver Lake, GBH LP and the Company, entered into on or around the date of this Agreement (the “Merger Agreement”), the Company will own the business known as ‘Global Blue’ and its ordinary shares (the “Shares”) will be listed on the New York Stock Exchange.

On 27 August 2020, GBH LP distributed the GB Topco Shares indirectly owned by Silver Lake to Silver Lake, upon which Silver Lake’s LP Interests were withdrawn (the “Distribution”) but retains the GB Topco Shares indirectly owned by Partners Group.

Pursuant to the Merger Agreement, it is expected that Silver Lake and GBH LP will sell the GB Topco Shares in exchange for cash and Shares (together with all related and ancillary steps, the “Transaction”).

The Parties intend and Global Blue Investment & Co S.C.A. acknowledges that the investor agreement relating to Global Blue Investment & Co S.C.A. (the “Investor Agreement”) will be terminated with effect from Closing and entered into an agreement (the “New Investor Agreement”) to regulate the relationship between them as regards their direct and indirect interests in Shares following Closing. The Parties now wish to amend and restate the New Investor Agreement and enter into this Agreement to further regulate the relationship between them in connection with the foregoing.

The Global Blue Holding LP amended and restated exempted limited partnership agreement dated 22 March 2018 (as amended and restated from time to time, the “LPA”) was amended and restated on 27 August 2020 to give effect to the Distribution and to reflect the terms of this Agreement.

DEFINITIONS AND INTERPRETATION

The following words and expressions where used in this Agreement have the meanings given to them below:

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 (except, in relation to Clause 10, portfolio companies of a fund);

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);

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;

in relation to Clauses 6 and 13 only, a successor trustee or nominee for, or a successor by re-organisation 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); or

in relation to Clauses 6 and 13 only, a person who is associated with the First Person through the provision of consultancy services to or employment by that First Person or to the Group on that First Person’s behalf.

any collective investment scheme (as defined in the FSMA);

any investment professional, high net worth company, high net worth unincorporated association and high value trust (each as defined in the FPO), partnership, limited partnership, pension fund or insurance company;

any person who is an authorised person under the FSMA; and

any subsidiary or parent undertaking of any of the foregoing or any co-investment scheme;

Partners Group AG, its Affiliates and/or any investment vehicle managed or advised by Partners Group AG or its Affiliates or any other entity managed, advised and/or owned or controlled directly or indirectly by Partners Group AG and/or any Affiliate thereof; and

any of their respective directors, officers, employees or agents;

Consideration” has the meaning given in the Merger Agreement; and

Party” is defined in Clause 19.2.

In this Agreement:

a Clause, paragraph or Schedule is, unless stated otherwise, a reference to a Clause or paragraph of, or Schedule to, this Agreement;

a reference to a paragraph in a Schedule is, unless otherwise stated, a reference to a paragraph in that Schedule or, where that Schedule is split into parts, a reference to a paragraph in that part of that Schedule;

legislation includes a reference to that legislation as amended, re-enacted, or extended before the date of this Agreement;

a “person” includes an individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution or trust (whether or not it has a separate legal personality);

a document in the “agreed form” is a reference to a document in a form approved and, for the purpose of identification, initialled by or on behalf of each Party on or around the date of this Agreement;

one gender is a reference to all or any genders;

the singular includes the plural and vice versa;

a particular time of day is, unless specified otherwise, a reference to that time in London;

an action that is to take place on a particular day means, unless a time is specified, that that action can take place at any time on or before 11.59 pm on that day;

“including” means that the words following it are illustrative and not exhaustive; and

a “month” means a calendar month.

A reference in this Agreement to the transfer of any LP Interest shall mean the transfer of either or both of the legal and beneficial ownership in such LP Interest and/or the grant of an option to acquire either or both of the legal and beneficial ownership in such LP Interest and the following shall, subject to Clause 1.4, be deemed (without limitation) to be a transfer of an LP Interest:

any direction (by way of renunciation or otherwise) by an Investor entitled to an allotment or issue of any LP Interest that such LP Interest be allotted or issued to some person other than himself;

any sale or other disposition of any legal or equitable interest in a security (including any voting right attached thereto) and whether or not by the registered holder thereof and whether or not for consideration or otherwise and whether or not effected by an instrument in writing; and

any grant of a legal or equitable Security Interest over any legal or beneficial interest in any LP Interests.

Notwithstanding the provisions of Clause 1.3, any transfer by any partner, unitholder, investor or other participant in, or operator, manager or custodian of, any Fund (a “Fund Participant”) (or by any trustee or nominee for any such Fund Participant) of any interest in such Fund to any person who is, or as a result of the transfer becomes, a Fund Participant, shall not, and shall not be deemed to, be a transfer of the LP Interests for any purpose under this Agreement.

Any obligation of Partners Group arising under this Agreement shall be deemed to be an obligation on each of the Partners Group Funds to perform such obligation on a several basis (and not on a joint or joint and several basis).

A reference to any agreement shall include a reference to each agreement as amended, varied, supplemented or otherwise altered or replaced at any time.

EFFECTIVENESS AND TERMINATION OF INVESTOR AGREEMENT

The Parties agree that this Agreement (other than Clause 2.2, which shall take effect immediately) shall take effect, and agree (and Global Blue Investment & Co S.C.A. acknowledges) that the Investor Agreement is terminated, with effect from Closing and that from Closing this Agreement supersedes all prior agreements, understandings and statements, written or oral, between the Parties and amends and replaces the New Investor Agreement with respect to the matters contemplated by this Agreement.

Each Party shall take any and all action within its power to procure that, prior to Closing, the LPA is amended and restated to give effect to the Distribution and to reflect the terms of this Agreement to the extent recommended by Cayman Islands counsel to GBH LP, so as to effectuate and preserve the intent of the Parties as set out herein.

CORPORATE GOVERNANCE

For so long as Partners Group holds (a) at least 10% of the Shares (either indirectly through its holding of LP Interests or directly following a liquidation or distribution pursuant to Clause 6); or (b) less than 10% of the Shares (indirectly or directly), but the percentage of the Shares held (indirectly or directly) by Partners Group is at least 3 percentage points more than the percentage of the Shares held (indirectly or directly) by Silver Lake and/or its Affiliates, Silver Lake agrees to exercise its rights under Clause 3 of the Relationship Agreement to designate one nominee of Partners Group for election, and, if applicable, re-election, to the board of directors of the Company, provided that such nominee complies with any applicable requirements imposed by the Articles, Board Rules and any other corporate governance policies that are applicable to board members of the Company generally, and for such nominee to have the rights set out in Clause 3 of the Relationship Agreement.

To the extent that each of Silver Lake and/or their Affiliates and Partners Group and/or their Affiliates (directly or indirectly) own any Share(s) over which they or their Affiliates control the voting rights, they agree to vote in favour of any nominee designated by Silver Lake for election and, if applicable, re-election as a board member of the Company from time to time.

PROVISION OF INFORMATION

Silver Lake agrees to pass directly to the Investors all information it receives pursuant to the Relationship Agreement and to request such information as Partners Group might require to the extent permitted under Clauses 5.1 and 5.2 of the Relationship Agreement.

Subject to their fiduciary duties and the terms of the Relationship Agreement, each Director may disclose any information received from the Company to each Investor and its advisers.

Any information passed on under Clause 4.1 or Clause 4.2 of this Agreement or Clause 5 of the Relationship Agreement shall:

be delivered on the basis that it is to be held confidential by the recipient, except to the extent it is permitted to be disclosed by Clause 13 of this Agreement and Clause 5 of the Relationship Agreement; and

only be used in accordance with applicable laws and regulations.

DIRECTORS – CLAIMS

Each Party, including each Investor (by its execution of this Agreement or the Deeds of Adherence), waives, except in the case of fraud or wilful default or gross negligence, any claim it may have now or in the future against:

any Director relating to or otherwise connected with any act or exercise of any right or discretion by that Director under a provision of this Agreement; and

any Investor (including the General Partner) arising out of the valid exercise of any right or discretion by that Investor (including the General Partner) under a provision of this Agreement.

TRANSACTION, SELL-DOWNS, DISTRIBUTIONS AND LIQUIDATION

Pursuant to the Merger Agreement, Silver Lake and GBH LP shall sell GB Topco Shares in the Transaction on the same terms and receive the same proportions of Cash Consideration and Stock Consideration as one another.

GBH LP and the Investors agree that any distribution of proceeds from the Transaction shall be made pro rata to their respective holdings of LP Interests at such time.

Until a Qualifying Event has occurred, Silver Lake will lead and coordinate the sale by Partners Group of its Shares (held indirectly through its holding of LP Interests or directly following a

Upon a Qualifying Event, or earlier if required by the General Partner, GBH LP and the Investors will work together, taking into account the tax considerations of the Investors, to either: (i) liquidate GBH LP and distribute the Shares held by GBH LP to each Investor pro rata to its holding of LP Interests at such time; or (ii) take such steps as are necessary to replace the General Partner as general partner of GBH LP with a person designated by Partners Group. Prior to a liquidation pursuant to clause (i) above, and if requested by Partners Group, GBH LP will assign to Partners Group its rights (in so far as they relate to the Shares distributed to the Investors) under the Conversion Agreement and under the Registration Rights Agreement (other than any rights as SL Sponsor, a Sponsor or a Demand Shareholder, each as defined therein).

Notwithstanding any other provision of this Agreement, prior to undertaking any distribution of the Shares, or any other property, from GBH LP to the Investors, the Parties shall use reasonable endeavours to take reasonable actions necessary to preserve the ability to treat such distributions as distributions of previously contributed property within the meaning of sections 704 and 737 of the Internal Revenue Code of 1986, as amended from time to time.

TRANSFERS OF LP INTERESTS

No transfer or sale of any legal or beneficial ownership of any LP Interests shall be made except to the extent that the LPA or this Agreement expressly permits such transfer.

The following transfers are permitted under this Clause 7.2 (including any agreement in respect of the exercise of votes attached to such LP Interests) (each, a “Permitted Transfer”):

any transfer with the consent of the General Partner;

in the case of an Investor, a transfer to an Affiliate of that Investor provided that the transferee agrees with GBH LP that if the transferee ceases to be an Affiliate of the Investor, all its LP Interests will be transferred to the original transferor or another Affiliate of the original transferor;

any transfer of an Investor which is a Fund or by its trustee, custodian or nominee or by an Investment Holding Company or Co-investor:

to any trustee, nominee or custodian for such Fund and vice versa;

to any unit holder, investor, partner, participant, manager or adviser in any such Fund in connection with any bona fide winding up or dissolution of such Fund;

to any Fund, or its trustee, nominee or custodian, managed or advised by the same manager or adviser as any such Fund;

to any Co-investor or its trustee, nominee or custodian thereof; or

to any Investment Holding Company or any trustee, nominee or custodian thereof,

any transfer between the Investors.

This Clause 7 shall cease to apply upon the occurrence of a Qualifying Event.

The Directors may (unless such transfer was permitted pursuant to Clause 7) with the written authorisation of the General Partner refuse to register the transfer of an LP Interest provided the transferee is informed of the refusal as soon as practicable and in any event within one month of the transfer being lodged with GBH LP, provided that they shall not be obliged to provide such information if they suspect that the proposed transfer may be fraudulent.

Subject to the provisions of this Clause 7, no transfer of LP Interests shall be made unless the transferee shall have first:

executed the Deeds of Adherence in accordance with Clause 11; and

satisfied GBH LP’s requirements for KYC Information.

PRE-EMPTION ON ISSUE

Subject to Clause 8.8, if GBH LP proposes to allot any LP Interests for cash, GBH LP shall forthwith give notice in writing (the “Allotment Notice”) of such proposal to the Investors. Each Allotment Notice shall:

specify the percentage of LP Interests which GBH LP proposes to allot (the “Allotment LP Interests”);

specify the identity of any person to whom it is proposed the Allotment LP Interests are allotted (the “Proposed Allottee”);

specify the price (the “Subscription Price”) at which it is proposed to allot the Allotment LP Interests;

set out any minimum subscription threshold determined by Silver Lake; and

not be varied or cancelled (without consent from Silver Lake).

The Allotment Notice shall contain an offer to each of the Investors to subscribe for Allotment LP Interests at the Subscription Price, provided that: (i) if the Board considers that the provisions of this Clause 8 could mean that the offer of the Allotment LP Interests would require a prospectus or listing particulars in accordance with the applicable laws and regulations of any relevant jurisdictions, the Board shall (with Silver Lake’s consent) be entitled to devise such other method of offering such Allotment LP Interests which does not require a prospectus or listing particulars; and (ii) each of the Investors wishing to subscribe for the Allotment LP Interests under this Clause 8 acquires any other shares, bonds, CPECs, loan notes or other LP Interests or Investor instruments proposed to be acquired by the Proposed Allottee, and in the same proportions and on the same terms as are proposed to be acquired by the Proposed Allottee. The Allotment Notice shall specify that, subject to Clause 8.8, the Investors shall have a period of fifteen Business Days from the date of such notice within which to apply for some or all of the Allotment LP Interests (the “Subscription Period”).

It shall be a further term of the offer set out in the Allotment Notice that, if there is excess demand for the Allotment LP Interests from the Investors, each class of Allotment LP Interests shall be treated as offered among the current holders of such class of Allotment Share in proportion (as nearly as may be) to their respective existing holding of such class of Share (the “Proportionate Allocation”). However, in its application for Allotment LP Interests an Investor may, if it so desires, indicate that it would be willing to purchase a particular number of Allotment LP Interests in excess of its Proportionate Allocation (“Extra Allotment LP Interests”).

GBH LP shall allocate the Allotment LP Interests as follows:

if the total amount of Allotment LP Interests applied for is equal to or less than the available number of Allotment LP Interests, each Investor shall be allocated the number applied for in accordance with its application; or

if the total amount of Allotment LP Interests applied for is greater than the available amount of Allotment LP Interests, each Investor shall be allocated its Proportionate Allocation or such lesser amount of Allotment LP Interests for which it has applied and applications for Extra Allotment LP Interests shall be allocated in accordance with such applications or, the event of excess demand, among those Investors applying for Extra Allotment LP Interests in such proportions as equal (as nearly as may be) the proportions of all the LP Interests held by such Investors.

Allocations of Allotment LP Interests made by GBH LP pursuant to this Clause 11.5 shall constitute the acceptance by the persons to whom they are allocated of the offer to subscribe those LP Interests on the terms offered to them, provided that no person shall be obliged to take more than the maximum amount of Allotment LP Interests that it has indicated to GBH LP, pursuant to Clause 8.4, it is willing to purchase.

GBH LP shall forthwith upon allocating any Allotment LP Interests give notice in writing (a “Subscription Notice”) to each person to whom Allotment LP Interests have been so allocated of the amount of Allotment LP Interests allocated and the aggregate price payable therefor. Admission of the subscription for those Allotment LP Interests in accordance with the Subscription Notice shall take place within five Business Days of the date of the Subscription Notice whereupon GBH LP shall, upon payment of the price due in respect thereof, issue those Allotment LP Interests specified in the Subscription Notice to the persons to whom they have been allocated and insert such person’s name in GBH LP’s register of limited partners.

If all the Allotment LP Interests are not allotted by reference to the provisions of Clauses 8.1 to 8.6 (inclusive), GBH LP may within three months of the exhaustion of such provisions, allot to the Proposed Allottee any unallotted Allotment LP Interests at any price not less than the Subscription Price.

GBH LP may reduce the notice period in Clause 8.2 to nil (0) Business Days, provided that (i) the subscriber for such Allotment LP Interests agrees to offer each other Investor the opportunity to acquire such amount of Allotment LP Interests from it as each such other Investor would have been entitled to subscribe for during the 15 Business Day period set out in Clause 8.2 (provided that no subscription had been made by him or her), for 15 Business Days following the issue to the subscriber, and the provisions of this Clause 8.8 shall apply to such opportunity to acquire Allotment LP Interests mutatis mutandis and (ii) until the earlier of (a) if the other Investor(s) does not accept the offer to acquire the Allotment LP Interests in accordance with this Clause 8.8, the expiry of the 15 Business Day offer period referred to above or (iii) if the other Investor(s) has accepted the offer to acquire such Allotment LP Interests in accordance with this Clause 8.8, the date on which the Allotment LP Interests are transferred to the other Investor(s), the voting and economic rights of the Investor(s) in respect of all their LP Interests shall remain the same as they did immediately prior to the issue of the Allotment LP Interests to the subscriber.

To the extent that Silver Lake or any of its Affiliates acquires additional Shares prior to a Qualifying Event, then Silver Lake shall procure that GBH LP or (as applicable) Partners Group and/or its Permitted Affiliate Transferees has the right to acquire additional Shares (on the same terms) in the same proportion as the direct and indirect holding(s) of Shares (including the Convertible Preferred Shares on an As-Converted Basis) of Partners Group and its Permitted Affiliate Transferees at that time bears to the total direct and indirect holding(s) of Shares (including the Convertible Preferred Shares on an As-Converted Basis) of Silver Lake and Partners Group and their respective Permitted Affiliate Transferees.

RESERVED MATTERS

Subject to Clause 9.2, the General Partner undertakes to the Investors and each Investor undertakes to the other Investor(s) to procure that no resolution, decision or action shall be passed, made or taken by GBH LP in relation to any of the following matters without the prior written consent (requested in writing by GBH LP) of each of Silver Lake and Partners Group:

any amendments made to the SL Deed of Adherence;

any incurrence of indebtedness for borrowed money by GBH LP;

any allotment of LP Interests;

any sale of Shares except in accordance with Clause 6.3;

the dissolution of GBH LP (except following the full liquidation or sale of the investment in the Group or following a distribution pursuant to Clause 6.4);

the transformation of GBH LP into another legal form (except as a result of any action that is otherwise permitted or contemplated in this Agreement), as permitted by applicable law, which has a material and disproportionately adverse effect on Partners Group and its Permitted Affiliate Transferees;

the amendment of the LPA in a manner (except as a result of any action that is otherwise permitted or contemplated in this Agreement) which has a material and disproportionately adverse effect on Partners Group and its Permitted Affiliate Transferees;

any related party transaction between (i) GBH LP and its subsidiaries, on the one hand; and (ii) the General Partner, Silver Lake, any other Funds advised or managed by Silver Lake Technology Management LLC, any portfolio companies of any such other Funds and/or any of their respective Affiliates, on the other hand, which are not on arm’s length terms or which are not fair market value; or

any action that is either: (i) not connected with or otherwise related to the ownership of Shares or (ii) in breach of this Agreement, the LPA, the Merger Agreement, the Registration Rights Agreement, the Relationship Agreement and any arrangements, agreements or transactions contemplated by such agreements.

To the extent that no response to a request for consent pursuant to Clause 9.1 is received by GBH LP within 10 Business Days of the request for consent being made, then consent shall be deemed to have been given.

WARRANTIES AND COVENANTS

Each Partners Group Fund warrants to Silver Lake, on a several basis (and not a joint or joint and several basis) in respect of itself only and not in respect of the other Partners Group Funds that:

it has not entered, and will not enter, into any agreement, arrangement or understanding with any other potential investor or acquiror or group of potential investors or acquirors or any Acquisition Company with respect to the subject matter of this Agreement;

it has no limited partner that owns directly or indirectly more than 25% of the beneficial interest of it except as identified to Silver Lake on or prior to the date of this Agreement;

except as required by certain side letters with individual investors whose arrangements were deemed to be reasonable from a know your client perspective in the view of its counsel under applicable US anti-money laundering laws and regulations, it has identified the investors in it and carried out customer due diligence on all of the underlying investors in it;

there are no undisclosed or anonymous holders in it;

so far as it is aware, there are no activities on the part of those investors in it which leads it to suspect that any such investor is or has been involved in money laundering or other criminal conduct;

neither it, nor any of its Affiliates or beneficial owners: (A) appears on the Specially Designated Nationals and Blocked Persons List of OFAC nor to its knowledge are they otherwise a party with which Silver Lake or its Affiliates is prohibited to deal under the laws of the United States and the Cayman Islands; or (B) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities;

the monies used to fund the LP Interests are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country: (1) under a U.S. embargo enforced by OFAC; (2) that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering; or (3) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern”;

it will retain evidence of the identities of its beneficial owners and the source of each of the beneficial owner’s funds and any due diligence conducted on the same;

it does not know or have any reason to suspect that: (1) the monies used to fund the LP Interests have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities; and (2) the proceeds from its LP Interests will be used to finance any illegal activities; and

it is managed and/or advised by Partners Group AG or its Affiliates.

Each Partners Group Fund hereby covenants on a several basis (and not a joint or a joint and several basis) in respect of itself only:

to provide all information reasonably requested by Silver Lake to enable them to complete their anti money-laundering checks;

to provide any further information reasonably requested by Silver Lake in relation to it;

that at all times it will be managed and/or advised by Partners Group AG or its Affiliates; and

subject to any legal constraints, to inform the relevant regulatory authorities and Silver Lake if they become suspicious of any activities described in Clause 10.1.

The General Partner warrants to each Partners Group Fund that:

customer due diligence has been carried out on Far Point Acquisition Company;

it has full power and authority to execute and deliver this Agreement and to deliver its obligations hereunder, in each case in its capacity as the general partner of GBH LP;

it has not taken any action or omitted to take any action which is a contravention of any law, regulation or the requirement of any government authority which continues to give rise to any fine, penalty, other liability or sanction on its part;

it has not entered, and will not enter, into any agreement, arrangement or understanding with any other potential investor or acquirer or group of potential investors or acquirers with respect to the subject matter of this Agreement; and

the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, in each case in its capacity as the general partner of GBH LP, will not result in the material violation of any applicable law or regulation or any judgment, order, decree, rule or regulation of any court, arbitration, governmental or regulatory authority or agency or court having jurisdiction over it.

DEEDS OF ADHERENCE

A person (who is not already a Party) acquiring any LP Interests (whether by allotment, issue, transfer or transmission) must not be registered as the holder of those LP Interests unless and until that person has entered into and delivered to the Board the Deeds of Adherence in a legally binding manner, and a Party transferring any LP Interests shall procure that the transferee (if not already a Party) enters into and delivers the Deeds of Adherence by the time of transfer.

A person who has entered into a Deed of Adherence pursuant to this Agreement has the benefit of, and is subject to the burden of, all the provisions of this Agreement as if that person is a Party in the capacity designated in the Deed of Adherence, and this Agreement shall be interpreted accordingly.

If Silver Lake transfers Shares as part of a Silver Lake Permitted Transfer, it shall procure that the transferee (if not already a party) enters into and delivers an SL Deed of Adherence.

FEES AND COSTS

Subject to the other provisions of this Agreement, each Party will bear its own costs and expenses in connection with this Agreement.

GBH LP must, to the extent lawful, pay or procure the payment on demand of:

all reasonable and properly evidenced legal, accounting commercial, financial, tax, insurance, due diligence and other professional fees (together with value added tax on them) incurred by the Investors and all internal expenses (excluding costs of personnel time) of the Investors in connection with the investigation of the affairs of GBH LP and the General Partner, and the negotiation and preparation of this Agreement, the LPA and all ancillary documentation; and

all reasonable and properly evidenced expenses (including, without limitation, legal, accounting and other professional fees) together with value added tax on them incurred by the Investors in connection with the negotiation and preparation of or any subsequent variation of this Agreement, the LPA and all ancillary documentation and any consent or approval required under any such document.

All costs, expenses or obligations arising in connection with both GBH LP’s and Silver Lake’s direct or indirect holding of Shares, including, for the avoidance of doubt, any sell-down carried out pursuant to Clause 6 of this Agreement and any arrangements with Managers (as defined therein) pursuant to the Management Shareholders Agreement, shall be borne by GBH LP and Silver Lake pro rata based on their respective holding of Shares (including the Convertible Preferred Shares on an As-Converted Basis) at the time that the relevant cost, expense or obligation arises.

CONFIDENTIALITY

Notwithstanding any other provision of this Agreement, the Investors shall be entitled at all times:

to consult freely about the Company and its affairs with, and to disclose Confidential Information, to the extent necessary, to each of Silver Lake’s and Partners Group’s respective Affiliates, 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 GBH LP;

to disclose Confidential Information to any actual or potential providers of finance to the Company and/or Silver Lake and/or Partners Group and/or for the refinancing of any of the funding provided by any such finance providers provided that such finance providers are themselves subject to confidentiality obligations;

if requested or required by applicable law or by a competent court;

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;

if necessary to enforce the Relationship Agreement in court proceedings; or

if the Company has given its written consent to disclosure,

Subject to Clause 13, each Party shall in all respects use Confidential Information in accordance with laws and regulations, and keep confidential and not at any time disclose or make known in any other way to anyone whomsoever or use for its own or any other person’s benefit or to the detriment of GBH LP any Confidential Information, provided that such obligations shall not apply to information which becomes generally known (other than through a breach by any Party of this Clause 13.2).

NOTICES

Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this Agreement (each a “Notice” for the purposes of this Clause) shall be in writing and signed by or on behalf of the person giving it.

Service of a Notice must be effected by one of the following methods:

by hand to the relevant address set out in column 1 of Schedule 1 and shall be deemed served upon delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time; or

by prepaid registered first-class post to the relevant address set out in column 1 of Schedule 1 and shall be deemed served at the start of the second Business Day after the date of posting if posted in the same jurisdiction as the recipient; or

by prepaid international airmail to the relevant address set out in column 1 of Schedule 1 and shall be deemed served at the start of the fourth Business Day after the date of posting if not posted in the same jurisdiction as the recipient; or

by facsimile transmission to the relevant facsimile number set out in column 1 of Schedule 1 and shall be deemed served on dispatch if dispatched during a Business Day, or at the start of the next Business Day if dispatched at any other time, provided that in each case a receipt indicating complete transmission of the Notice is obtained by the sender and that a copy of the Notice is also dispatched to the recipient using a method described in this Clause 14.2 no later than the end of the next Business Day,

In Clause 14.2 “during a Business Day” means any time between 9.30am and 5.30pm on a Business Day based on the local time where the recipient of the Notice is located. References to “the start of [a] Business Day” and “the end of [a] Business Day” shall be construed accordingly.

Notices shall be addressed to the Parties at the fax number or address set out opposite a Party’s name in column 1 of Schedule 1.

THE EURO

If, at any time, the Euro ceases to exist as a currency unit (or there is a material likelihood of such cessation) or (in the reasonable opinion of Silver Lake) it becomes so uncertain, unattractive or otherwise unworkable such that the Parties to this Agreement enter into bona fide discussions regarding the use of a different currency, then Silver Lake may require that:

some or all of the LP Interests and/or any other member of the Group are redenominated in US$ or a different currency of its choice;

the structure of GBH LP and the Group be changed, including by way of establishing new companies and/or other entities, or redomiciliation or restructuring of the current companies in the Group or in any other manner; and

any other changes be made to reflect the change in currency,

TRANSFER OF RIGHTS AND OBLIGATIONS

Except as provided in this Agreement, no Party may assign or in any other way dispose of any of its rights or obligations under this Agreement without the prior written consent of all the other Parties.

Rights under this Agreement may be assigned (and obligations novated) to a Permitted Transferee without the consent of any other Party.

ENTIRE AGREEMENT, TERMINATION AND AMENDMENT

This Agreement and the documents referred to in it constitute the entire agreement between, and understanding of, the Parties with respect to the subject matter of this agreement and such documents supersede any prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto.

Each Party acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement as a warranty. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this Clause 17 shall, however, operate to limit or exclude any liability for fraud.

When an Investor or its Affiliates (excluding portfolio companies of a fund) ceases to hold (directly or indirectly) LP Interests, other securities in the capital of a Group member or Shares, such Investor shall cease to be a Party to this Agreement (and the definition of “Investor” shall no longer include that person) and will cease to have any rights under or be bound by this Agreement except that its accrued rights and obligations are not affected. For the avoidance of doubt, this Agreement shall survive any liquidation or distribution carried out pursuant to Clause 6.4.

Subject to Clause 17.5, amendments to this Agreement may be made by the written agreement of Silver Lake and Partners Group without the involvement or agreement of the other Parties.

The consent in writing of the other Parties is required to any amendment to this Agreement which:

does or could increase the liability or potential liability or obligations of a Party other than Silver Lake or Partners Group; or

disproportionately and materially adversely affects the rights of a Party (other than Silver Lake or Partners Group) to those of Silver Lake and Partners Group.

MISCELLANEOUS

Each Party must, in its capacity as holder of LP Interests, and must use all reasonable efforts in its capacity as holder of LP Interests to procure that any other person will:

do all such further acts and things;

execute and perform such further deeds and documents; and

give such further assurances,

Each Party undertakes to each other Party that it will comply with the obligations imposed upon it or him by the LPA.

Where the provisions of the LPA conflict with a provision of this Agreement, each Party agrees that the provisions of this Agreement prevail, to the extent that, if a Party so requires, each Party shall procure the amendment of the LPA to the extent required to enable GBH LP to be administered as provided in this Agreement.

The Parties hereby agree that, in the event of a dispute relating to any matter contained both in the LPA and in this Agreement, any claim relating thereto shall be made first pursuant to this Agreement and not pursuant to the LPA.

No Party is bound by a provision of this Agreement to the extent it constitutes an unlawful fetter on any of its statutory powers, but that provision remains valid and binding as regards each other Party to which it is expressed to apply.

This Agreement is binding on each Party’s successors in title or assigns or (in the case of a Party who is an individual) his personal representatives, but such a person is not entitled to the benefit of its provisions unless that person has entered into a Deed of Adherence.

This Agreement is not to be construed as creating a partnership or an agency (except to the extent expressly described) relationship between any of the Parties.

Each obligation and undertaking given by each Party under this Agreement continues in full force and effect notwithstanding Closing.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original, but all of which when taken together constitute a single instrument.

No relaxation, forbearance, indulgence or delay (together “Indulgence”) of a Party in exercising a right under this Agreement is to be construed as a waiver of that right and does not affect the ability of that Party subsequently to exercise that right or to pursue a remedy in respect of it, nor does any Indulgence constitute a waiver of any other right.

Except where a Clause makes a contrary express provision:

a liability to the Investors may be released or compromised, wholly or partially, and any time or Indulgence may be given, by the Investors to any person (a “Recipient”) in writing in the Investors’ absolute discretion without prejudicing or otherwise affecting their rights and remedies against any other person, whether that other person is under the same or similar liability, including a liability held with the Recipient; and

each Investor is responsible only for its own acts and defaults, and has no liability for the act or default of any other Investor.

A Party whose LP Interests are held by a wholly-owned subsidiary nominee, trustee or custodian who is not Party to this Agreement undertakes to each other Party to procure that such wholly-owned subsidiary nominee, trustee or custodian observes the provisions of this Agreement which would be binding on it if it were named in this Agreement as an Investor.

Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, each of the Parties covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or Affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and

By entering into this Agreement, Partners Group agrees not to bring any claim against Silver Lake for any action taken by Silver Lake in procuring that, subject to the terms of this Agreement, GBH LP exercises its rights and performs its obligations under:

the Merger Agreement;

the Registration Rights Agreement;

the Management Shareholders Agreement; and

any other legally binding document entered into by GBH LP in connection with or relating to the Transaction or otherwise.

Partners Group undertakes to Silver Lake and GBH LP that it shall not (and shall procure that its Affiliates shall not) do, execute or perform any deeds, documents, assurances, acts and things that might reasonably be expected to cause GBH LP to breach the Merger Agreement or any other agreement entered into by GBH LP and approved by Partners Group from time to time.

THIRD PARTY RIGHTS

Except as provided in Clause 19.2, a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement. This Clause 19 does not affect a right or remedy of a person which exists or is available otherwise than pursuant to that act.

The following persons (each a “Third Party”) may enforce the following terms of this Agreement subject to and in accordance with the terms of this Agreement and the Contracts (Rights of Third Parties) Act 1999:

each Director is entitled to enforce Clause 5.1 to the extent that such clauses relate to that person in accordance with the Contracts (Rights of Third Parties) Act 1999; and

a person to whom rights have been assigned in accordance with this Agreement may in its own right enforce those rights.

This Agreement may be rescinded or terminated and a term may be amended or waived without the permission of a Third Party even if that takes away a right which the Third Party would otherwise have.

No Third Party may enforce a term of this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 and Clause 19.2 without the prior written permission of the Investors. The Investors’ permission may, if given, be given on and subject to any terms and conditions that the Investors may in their absolute discretion decide.

No Third Party may, without the prior written permission of the Investors, assign, charge or otherwise dispose of any of its rights under this Agreement or grant or create any third party interest in its rights under this Agreement (including holding an interest on trust for another).

GOVERNING LAW AND JURISDICTION

This Agreement (together with all documents to be entered into pursuant to it which are not expressed to be governed by another law) and all matters (including without limitation, any contractual or non-contractual obligation) arising from or in connection with it are governed by, and to be construed and take effect in accordance with, English law.

The courts of England have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with this Agreement (including without limitation claims for set-off or counterclaim) or the legal relationships established by this Agreement.

By an Agreement dated [●] 20[●] (the “Investor Agreement”) concerning GBH LP, made between GBH LP, the Investors, Silver Lake and the General Partner (as those expressions are defined in the Investor Agreement)

The New Investor wishes to acquire those LP Interests, subject to such condition and to enter into this Deed of Adherence pursuant to the Investor Agreement.

The New Investor undertakes to and covenants with all the Parties to the Investor Agreement at any time (including any person who enters into a Deed of Adherence pursuant to the Investor Agreement, whether before or after this Deed is entered into) to comply with the provisions of and to perform all the obligations in the Investor Agreement in so far as they remain to be observed and performed, as if the New Investor had been an original Party to the Investor Agreement [in place of the Transferor] as an Investor.

[The Transferor assigns to the New Investor its share of its rights under the Investor Agreement in proportion to the amount of LP Interests transferred as against the amount of LP Interests retained by the Transferor (if any).] [Only relevant for Option A and Transferor will need to be a Party for that purpose if not dealt with elsewhere]

Except as expressly varied by this Deed, the Investor Agreement will continue in full force and effect, and the Investor Agreement be interpreted accordingly.

The interpretation provisions and the provisions of Clause 12.1 (Costs), 14 (Notices), 17 (Entire agreement, termination and amendment), 18.1 (Further assurance), 21.9 (No partnership or agency), 18.9 (Counterparts), and 20 (Governing law and jurisdiction) of the Investor Investment Agreement apply to this Deed as if those provisions had been set out expressly in this Deed, which will take effect from the date set out above. Capitalised terms in this Deed not defined herein shall have the meaning ascribed to them in the Investor Agreement.

By an Agreement dated [●] 20[●] (as amended and restated from time to time) (the “Investor Agreement”) concerning GBH LP, made between GBH LP, the Investors, Silver Lake and the General Partner (as those expressions are defined in the Investor Agreement) [and to which [●] (the “Transferor”) is a Party by virtue of a Deed of Adherence dated [●]], the Transferor has agreed to sell and transfer Shares to the Transferee.

The Transferor is obliged to procure that the Transferee enter into this Deed of Adherence pursuant to the Investor Agreement.

The Transferee undertakes to and covenants with all the Parties to the Investor Agreement at any time (including any person who enters into a Deed of Adherence pursuant to the Investor Agreement, whether before or after this Deed is entered into) to comply with the provisions of and to perform all the obligations in the Investor Agreement in so far as they remain to be observed and performed, as if the Transferee had been an original Party to the Investor Agreement [in place of the Transferor] as Silver Lake.

The Transferor assigns to the Transferee [its share of] its rights under the Investor Agreement [in proportion to the amount of Shares transferred as against the amount of Shares retained by the Transferor (if any)].

Except as expressly varied by this Deed, the Investor Agreement will continue in full force and effect, and the Investor Agreement be interpreted accordingly.

The interpretation provisions and the provisions of Clause 12.1 (Costs), 14 (Notices), 17 (Entire agreement, termination and amendment), 18.1 (Further assurance), 21.9 (No partnership or agency), 18.9 (Counterparts), and 20 (Governing law and jurisdiction) of the Investor Investment Agreement apply to this Deed as if those provisions had been set out expressly in this Deed, which will take effect from the date set out above. Capitalised terms in this Deed not defined herein shall have the meaning ascribed to them in the Investor Agreement.

Antfin (Hong Kong) Holding Limited (“Ant”)

SL Globetrotter, L.P. (“Globetrotter”)

Subject to the occurrence of the Closing, Globetrotter hereby agrees that, for a period of 18 months from the date of the Closing under the Purchase Agreement:

Globetrotter will not agree to transfer or transfer any of the Shares of the Company held by it to any Relevant Person (as defined in the commitment letter mentioned above) in a privately negotiated transaction between Globetrotter and such Relevant Person, unless Ant shall have been given a reasonable right to acquire such Shares on terms taken as a whole no less favorable to Ant than those of the proposed transfer to the Relevant Person; and

Globetrotter will not vote its shares in favor of or otherwise support (including by instructing any person employed by Globetrotter’s affiliates who is an Globetrotter nominee on the board of directors of the Company not to vote in favor of (unless required by such director’s fiduciary duties under applicable law)) any issuance of Shares to any Relevant Person in a privately negotiated private placement between the Company and such Relevant Person, unless Ant shall have been given a reasonable right to subscribe for and purchase such Shares on terms taken as a whole no less favorable to Ant than those of the proposed issuance to the Relevant Person.

For the avoidance of doubt, paragraph 1 will not be applicable to any public takeover offer, tender offer, merger, consolidation or similar business combination with any person, including a Relevant Person, in respect of a change of control that results in all holders of Shares having the right to exchange their Shares for cash, securities or other property, (ii) if required by law or a governmental authority and (iii) to one or more of its affiliates.

This letter shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof (except for any liability arising out of a valid claim for breach of this letter before the termination), on the date that is 18 months after the Closing.

/s/ Joseph Osnoss

/s/ Xinyi Han

Article I DEFINITIONS

Section 1.1

Certain Definitions

Section 1.2

Terms Defined Elsewhere in this Agreement

Section 1.3

Interpretive Provisions

Article II CORPORATE GOVERNANCE

Section 2.1

Voting Agreement

Article III OTHER COVENANTS AND AGREEMENTS

Section 3.1

Conflicting Organizational Document Provisions

Article IV GENERAL