exhibit103gb-registratio






Execution Version  AMENDMENT TO  REGISTRATION RIGHTS AGREEMENT   This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this  “Amendment”), dated as of June 13, 2022, is made by and among Global Blue Group Holding  AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the “Company”), SL  Globetrotter, L.P., an exempted limited partnership formed under the laws of the Cayman Islands  (“Globetrotter”) and Global Blue Holding LP, an exempted limited partnership formed under the  laws of the Cayman Islands (“GB Holding”). Capitalized terms and section references used but  not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement  (as defined below).  RECITALS  WHEREAS, the Company, Globetrotter, GB Holding, Third Point Offshore Master Fund  L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners  L.P., Third Point Enhanced L.P., Third Point Ventures LLC, Cloudbreak Aggregator LP and  certain other parties entered into a registration rights agreement on August 28, 2020 (the  “Registration Rights Agreement”);  WHEREAS, on May 5, 2022, the Company entered into an investment agreement with CK  Opportunities Fund I, LP (the “Base Investment Agreement”) as supplemented by the joinder  agreement, dated May 23, 2022, by CK Opportunities Wolverine S.à r.l (the “Investor Holder”)  (together with the Base Investment Agreement, the “Investment Agreement”) where by the  Investor Holder agreed to subscribe for and purchase a number of new series B convertible  preferred shares which are convertible into ordinary shares of the Company (the “Series B  Preferred Shares”) and a number of ordinary shares of the Company (together with the ordinary  shares underlying the Series B Preferred Shares, the “Investor Holder Securities”) in one or more  private transactions subject to the terms and conditions set forth (the “Transaction”);  WHEREAS, in connection with consummation of the Transaction and pursuant to the  Investment Agreement, the Company will enter into a registration rights agreement with the  Investor Holder (the “CK Registration Rights Agreement”) whereby the Company will grant the  Investor Holder certain registration rights related to the Investor Holder Securities;   WHEREAS, Globetrotter and GB Holding constitute Demand Shareholders holding a  majority of the Registrable Securities held by all Demand Shareholders (the “Majority Demand  Holders”);  WHEREAS, Globetrotter and GB Holding constitute Holders Beneficially Owning a  majority of the Registrable Securities Beneficially Owned by all Holders (the “Majority Holders”);   WHEREAS, the Demand Majority Holders desire to waive the requirements under Section  1.8(b) in respect of the CK Registration Rights Agreement and to provide consent to permit the  Company to grant the registration rights set forth in the CK Registration Rights Agreement and  pursuant to Section 3.3, the Majority Holders and the Company desire to amend Sections 1.8(b)  





 






and 3.14 of the Registration Rights Agreement to allow the Company to enter into the CK  Registration Rights Agreement and grant the Investor Holder the registration rights as set forth  therein; and  WHEREAS, such amendment is permitted in accordance with Section 3.3 of the  Registration Rights Agreement;   NOW, THEREFORE, in consideration of the mutual promises and covenants set forth  herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the  Company and the Demand Majority Holders or Majority Holders, as applicable, hereto agree that  the Registration Rights Agreement is hereby amended as follows:  1. Amendment.  (a) Section 1.2(a) is hereby amended and restated in its entirety as follows:   “(a) Subject to the terms and conditions hereof, whenever the Company proposes to register  any Company Ordinary Shares under the Securities Act for its own account or for the account of  other persons who are not Demand Shareholders (other than any registration, sale or offering made  pursuant to the PIPE Registration, CK Registration or a registration by the Company (i) on Form  F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) pursuant  to Section 1.1) (a “Piggyback Registration”), the Company shall give all Holders prompt written  notice thereof (but not less than ten (10) days prior to the filing by the Company with the  Commission of any registration statement with respect thereto). Such notice (a “Piggyback  Notice”) shall specify the number of Company Shares proposed to be registered, the proposed date  of filing of such registration statement with the Commission, the proposed means of distribution,  the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the  proposed minimum offering price of such Company Ordinary Shares, in each case to the extent  then known. Subject to Sections 1.1 (b) and 1.2(b), the Company shall include in each such  Piggyback Registration all Registrable Securities held by Holders (a “Piggyback Seller”) with  respect to which the Company has received written requests (which written requests shall specify  the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for  inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback  Seller.”  (b) Section 1.8(b) is hereby amended and restated in its entirety as follows:   “(b) The Company shall not grant any demand, piggyback or shelf registration rights, the terms  of which are senior to or conflict with the rights granted to the Holders of Registrable Securities  hereunder to any other Person, or enter into any other agreements that conflict with the rights  granted to the Holders of Registrable Securities under this Agreement (except to the extent  contemplated under the definition of Blackout Period), without the prior written consent of  Demand Shareholders holding a majority of the Registrable Securities then held by all Demand  Shareholders. The foregoing shall not apply to the PIPE Registration or the CK Registration.”  





 






(c) Section 2.1 is hereby amended to include, between the definitions of “Business Day” and  “Closing Date”, the following paragraph as follows:  “CK Registration” means the registration rights granted to CK Opportunities Wolverine S.à r.l  pursuant to the Registration Rights Agreement, between the Company and the CK Opportunities  Wolverine S.à r.l, dated as of June 13, 2022).”  (d) Section 3.14 is hereby amended and restated in its entirety as follows:  “3.14. Other Registration Rights. The Company shall not grant any registration rights with  respect to any securities of the Company, other than the rights agreed to hereunder, without the  prior written consent of the Sponsors. The foregoing shall not apply to the PIPE Registration or  the CK Registration.”  2. Consent and Waiver. The Demand Majority Holders hereby waive the requirements of Section  1.8(b) in respect of the CK Registration Rights Agreement and consent to the grant of registration  rights set forth therein.    3. Full Force and Effect. Except as otherwise amended by this Amendment, the Registration  Rights Agreement remains in full force and effect.   4. Governing Law. This Amendment shall be governed by and construed in accordance with the  laws of the State of Delaware, without giving effect to any law or rule that would cause the laws  of any jurisdiction other than the State of Delaware to be applied.  5. Counterparts. This Amendment may be executed in several counterparts, each of which shall  be deemed an original and all of which shall constitute one and the same instrument. The exchange  of a fully executed Amendment (in counterparts or otherwise) by facsimile or by electronic  delivery in .pdf format shall be sufficient to bind the parties to the terms and provisions of this  Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import  in or relating to this Amendment or any document to be signed in connection with this Amendment  shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic  form, each of which shall be of the same legal effect, validity or enforceability as a manually  executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as  the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder  by electronic means.  [Signature Pages Follow]  





 






[Signature Page to the Registration Rights Agreement Amendment]  SL GLOBETROTTER, L.P.  acting by its general partner  SL GLOBETROTTER GP, LTD  By:  /s/ Joseph Osnoss  Name: Joseph Osnoss   Title:  Director  





 






[Signature Page to the Registration Rights Agreement Amendment]  GLOBAL BLUE HOLDING LP  acting by its general partner  SL GLOBETROTTER GP, LTD  By:  /s/ Joseph Osnoss  Name: Joseph Osnoss   Title:  Director  





 






[Signature Page to the Registration Rights Agreement Amendment]  GLOBAL BLUE GROUP HOLDING AG  By: /s/ Jacques Stern  Name: Jacques Stern  Title:  CEO