Exhibit 10.9


 


[●], 2020


 


Foley Trasimene Acquisition Corp. II

1701 Village Center Circle

Las Vegas, NV 89134


 


Re:          Initial Public Offering


 


Ladies and Gentlemen:


 


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


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company as follows:


 


	1.	If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock beneficially owned by him or her, whether acquired before, in or after the IPO, in favor of such Business Combination.



 


	2.	In the event that the Company does not complete a Business Combination within the time period set forth in the Company’s
second amended and restated certificate of incorporation, as the same may be further amended from time to time (the “Charter”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the
IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account not previously released to the Company to pay its tax obligations, if any (less up to $100,000
of such net interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii)
and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The undersigned hereby waives any and all right, title, interest or claim of any kind
in or to any distribution of the Trust Account and any remaining net assets of the Company as a result of such liquidation with
respect to the Founder Shares owned by the undersigned. However, if any of the undersigned have acquired IPO Shares in or after
the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such IPO Shares in the event
that the Company does not complete a Business Combination within the time period set forth in the Charter. The undersigned acknowledges
and agrees that there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate
on the Company’s liquidation.



 






    


     


    

 


	3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.



 


	4.	None of the undersigned, any member of the family of any of the undersigned, or any affiliate of the undersigned will be entitled
to receive and will not accept any compensation or other cash payment from the Company prior to, or for services rendered in order
to effectuate, the completion of the Business Combination; provided that the Company shall be allowed to make the payments set
forth in the Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited payments
to insiders.”



 


	5.	(a)	The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees
as described in the Registration Statement or herein) (the “Lockup”) until the earlier to occur
of: (1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s
initial Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Common Stock
equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination, the Founder Shares will be released from the Lockup.



 






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		(b)	Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date of
the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent of
the Representatives pursuant to the Underwriting Agreement, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
hedge or otherwise dispose of or agree to dispose of (or enter
into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or
any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”)
in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the
rules and regulations of the SEC promulgated thereunder with respect to, any other Units, shares of Common Stock, Founder Shares
or Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or
her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing
of a registration statement, specified in clause (i) or (ii). The provisions of this paragraph will not apply (i) to the transfer
of Founder Shares to any independent director appointed or elected to the Company’s board of directors before or after the
IPO or (ii) if the release or waiver is effected solely to permit a transfer not for consideration and, in each case the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that
such terms remain in effect at the time of the transfer.



 


		(c)	The undersigned agrees that until the Company completes an initial Business Combination, the undersigned’s Private Placement
Warrants will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to
the undersigned’s Private Placement Warrants.



 






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		(d)	Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and sales by the undersigned of
the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement
Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any affiliates or
family members of any of the Company’s officers or directors, to Trasimene Capital FT, LP II, a Delaware limited partnership
(the “Sponsor”), any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor,
or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate
family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such
person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales
or transfers made in connection with the completion of
the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or shares
of Common Stock, as applicable, were originally purchased; (vi) by virtue of the Sponsor’s organizational documents upon
liquidation or dissolution of the Sponsor; (vii) to the Company for no value for cancellation in connection with the completion
of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination;
or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through
(vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance
of doubt, the transfers of Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise
of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless of whether a filing under Section
16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such transfers.



 


		(e)	The undersigned acknowledges and agrees that if, in order to complete any Business Combination, the holders of Founder Shares
or Private Placement Warrants are required to contribute back to the capital of the Company a portion of any such securities to
be cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute back to the capital
of the Company or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private Placement Warrants,
as applicable, pro rata with the other holders of Founder Shares or Private Placement Warrants, as applicable.



 


	6.	(a)	In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned
hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned
shall present to the Company for its consideration, prior to presentation to any other entity, any target business that
has a fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting
discounts held in trust and taxes payable on the interest earned on the trust account), subject to any existing or future
fiduciary or contractual obligations the undersigned might have.



 


		(b)	The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured
in the event of a breach of the obligations under paragraph 6(a) above, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.



 






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	7.	The undersigned agrees to be a director or officer of the Company, as applicable, until the earlier of the completion by the
Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the
event of the removal or resignation of the undersigned as a director or officer (as applicable), the undersigned agrees that he
or she will not, prior to the completion of the Business Combination, without the prior express written consent of the Company,
(i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required
by law or governmental authority), any information regarding a potential target of the Company that is not generally known by persons
outside of the Company, the Sponsor or their respective affiliates. The undersigned’s biographical information previously
furnished to the Company and the Representatives is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s FINRA Questionnaire previously
furnished to the Company and the Representatives is true and accurate in all material respects. The undersigned represents and
warrants that:



 


		(a)	He or she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;



 


		(b)	He or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently
a defendant in any such criminal proceeding; and



 


		(c)	He or she has never been suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked.



 


	8.	The undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Letter
Agreement and to serve as a director or officer of the Company, as applicable.



 


	9.	The undersigned hereby waives his or her right to exercise redemption rights with respect to any of the Company’s shares
of Common Stock owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founder Shares
or IPO Shares, and agrees that he or she will not seek redemption with respect to such shares (or sell such shares to the Company
in any tender offer) in connection with any stockholder vote to approve (x) a Business Combination or (y) an amendment to the Charter
that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business
Combination or to redeem 100% of the shares of Common Stock if the Company has not completed a Business Combination within 24 months
from the closing of the IPO.



 






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	10.	The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Paragraph 25(d) of the Charter prior to
the completion of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their shares
of Common Stock upon such approval in accordance with such Paragraph 25(d) thereof.



 


	11.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.



 


	12.	As used herein, (i) a “Business Combination” shall mean a merger, stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers and directors, and the sponsor of the Company immediately prior
to the IPO; (iii) “Founder Shares” shall mean all of the Class B Common Stock of the Company, par value
$0.0001 per share, acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of
Common Stock issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean the warrants
that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account”
shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale
of the Private Placement Warrants will be deposited; and (vii) “Registration Statement” means the Company’s
registration statement on Form S-1 (SEC File No. 333-[●]) filed with the SEC, as amended.



 


	13.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.



 


	14.	The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.



 






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	15.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal
                                 representatives and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business
                                 Combination and (ii) the liquidation of the Company; provided, that such termination
shall not relieve the undersigned from liability for any breach of this agreement prior to its termination. The parties hereto
may not assign either this Letter Agreement or any of their rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee.



 


	 	Sincerely,
	 	 	 	 
	 	By:	 
	 	 	Name of Insider:
	 	 	 	 
	 	Acknowledged and Agreed:
	 	 	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP. II
	 	 	 	 
	 	By:	 
	 	 	Name:	Michael L. Gravelle
	 	 	Title:	General Counsel and Corporate Secretary



 








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