Exhibit 10.11


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of May 8, 2020, by and between Foley Trasimene Acquisition Corp.,
a Delaware corporation (the “Company”) and THL FTAC LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company
was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has confidentially submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration
statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one share of Class A common
stock of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable
warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share
(the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any
fraction of a Warrant. The Company shall not issue fractional Warrants other than as part of the Public Units. If, upon the detachment
of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the
Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;


 


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on
a private placement basis, 15,000,000 Class A Shares (the “Forward Purchase Shares”) and 5,000,000 Warrants
(the “Forward Purchase Warrants” and together with the Forward Purchase Shares, the “Forward Purchase
Securities”) on the terms and conditions set forth herein;


 


WHEREAS, the Company
has entered into or intends to concurrently with entering into this Agreement enter into an agreement in the form of this Agreement
(the “Cannae Forward Purchase Agreement”) with Cannae Holdings, Inc. (“Cannae”, and together with
the Purchaser, the “Forward Contract Parties”) for the purchase by Cannae of 15,000,000 Class A Shares and 5,000,000
Warrants immediately prior to the Business Combination Closing (all Class A Shares to be purchased by the Forward Contract Parties
pursuant to such agreements, collectively, the “Total Forward Purchase Shares”, and all Warrants to be purchased
by the Forward Contract Parties, the “Total Forward Purchase Warrants”, and together with the Total Forward
Purchase Shares, the “Total Forward Purchase Securities”);


 


NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 






     
 


     


    

 


1.                 
Sale and Purchase.


 


(a)              
Forward Purchase Securities.


 


(i)                
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Forward Purchase
Shares and the Forward Purchase Warrants for an aggregate purchase price of $150,000,000 (the “FPS Purchase Price”).


 


(ii)                
 Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (“Public
Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company
and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).
Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject
to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward
Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the
closing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation
of the Company, as described in the Warrant Agreement.


 


(iii)              
The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser,
at least ten (10) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying
the anticipated date of the Business Combination Closing and instructions for wiring the FPS Purchase Price to an account of a
third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow
Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”).
At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser
shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending
the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser
delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically
return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall
not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the purposes of this Agreement,
 “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


 


(iv)             
The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same
date and immediately prior to the Business Combination Closing (such date being referred to as the “Closing Date”).
At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, each registered in the name of the
Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.


 






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(b)              
Delivery of Forward Purchase Securities.


 


(i)                
The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder
(individually or collectively, the “Securities”) with the Company’s transfer agent by book entry on or
promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.


 


(ii)               
Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities
shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c)              
Legend Removal. If the Securities are eligible to be sold without restriction under, and without the Company being
in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the
legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Securities
without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization
or certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Securities
in violation of applicable law.


 


(d)              
Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities
as set forth on Exhibit A (the “Registration Rights”).


 


2.                 
Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows,
as of the date hereof:


 


(a)              
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of
the jurisdiction of incorporation or organization and has all requisite power and authority to carry on its business as presently
conducted and as proposed to be conducted.


 


(b)              
Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed
and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance
with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.


 






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(c)              
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser
in connection with the consummation of the transactions contemplated by this Agreement.


 


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


 


(e)              
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Forward Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing
this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement
or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to
any of the Forward Purchase Securities. For purposes of this Agreement, “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or
any government or any department or agency thereof.


 


(f)               
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the
Company’s proposed IPO, with the Company’s management.


 


(g)              
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the
Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that
the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the Forward
Purchase Securities may be converted into or exercised for, for resale, except for the Registration Rights. The Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may
not be able to satisfy. The Purchaser acknowledges that the Company confidentially submitted the Registration Statement for its
proposed IPO to the SEC for review. The Purchaser understands that the offering of the Forward Purchase Securities is not, and
is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the
Securities Act with respect to such Forward Purchase Securities.


 






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(h)              
No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company
has made no assurances that a public market will ever exist for the Securities.


 


(i)                
High Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.


 


(j)                
Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act.


 


(k)              
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general
solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(l)               
Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect
to the treatment of material non-public information relating to the Company.


 


(m)             
Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(n)              
Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Credit Suisse
Securities (USA) LLC, BofA Securities, Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory
Authority (“FINRA”) that is participating in the IPO.


 


(o)              
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting
on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering,
and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”).


 






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3.                 
Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as
follows:


 


(a)              
Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as
a corporation under the laws of the state of Delaware and has all requisite corporate power and authority to carry on its business
as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b)              
Capitalization. The authorized capital stock of the Company consists, as of the date hereof, of:


 


(i)            
400,000,000 Class A Shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(ii)           
40,000,000 shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Shares”),
21,562,500 of which are issued and outstanding (up to 2,812,500 shares of which are subject to forfeiture to the extent the underwriters’
over-allotment option in connection with the IPO is not exercised in full) and held by Bilcar FT, LP, a Delaware limited partnership,
and Trasimene Capital FT, LP, a Delaware limited partnership (together, the “Sponsors”). All of the issued and
outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable
federal and state securities laws.


 


(iii)           
1,000,000 preferred shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(c)              
Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders
in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing,
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior
to the FPS Closing, as applicable. All action on the part of the stockholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the FPS Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon
conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the FPS Closing. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable
federal or state securities laws.


 






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(d)              
Valid Issuance of Securities.


 


(i)             
The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, and the Company’s amended and restated certificate of incorporation (the “Charter”)
and amended and restated bylaws (the “Bylaws”), and the securities issuable upon conversion of exercise of the
Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, will
be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges
with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement,
applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy
of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the
Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance
with all applicable federal and state securities laws.


 


(ii)             
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)              
Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser
in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws.


 


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


 






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(g)              
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not
conduct, any operations other than organizational activities and activities in connection with offerings of the Securities and
securities in the IPO.


 


(h)              
Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting
on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(i)               
Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money
laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(j)              
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such.


 


(k)              
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders
has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Securities.


 


(l)                
Issuance Totals. Prior to or concurrently with the execution and delivery of this Agreement the Company has or is
entering into the Cannae Forward Purchase Agreement.


 


(m)            
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 






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4.                 
Right of First Offer. Subject to the terms and conditions of this Section 4, if, in connection with or prior
to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities
convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares
(the “Public Shares”) and Public Warrants) and Excluded Securities (as defined below) (“New Equity
Securities”), the Company shall first make an offer of the New Equity Securities to the Purchaser in accordance with
the following provisions of this Section 4:


 


(a) Offer
Notice.


 


(i) The Company
shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Party
stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material
terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable
pro rata share of such New Equity Securities offered pursuant to such Offering Notice.


 


(ii) The Offering
Notice shall constitute the Company’s offer to sell the New Equity Securities to the Purchaser and the other Forward Contract
Party, which offer shall be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).


 


(b) Exercise
of Right of First Offer.


 


(i) Upon receipt
of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less
than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Securities the Purchaser
has agreed to purchase in the amount set forth in this Agreement out of the Total Forward Purchase Shares, by delivering a written
notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities
on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable
by the Purchaser.


 


(ii) If the
Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all
of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section
4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of
such New Equity Securities to any third party (including the other Forward Contract Party) without any further obligation to the
Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate
such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering
Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the New
Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity
Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4.


 






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(c) Excluded
Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares
for which such Class B Shares are convertible) issued to the Sponsors prior to the IPO, private placement warrants issued by the
Company to the Sponsors or an affiliate thereof in connection with the IPO and which have the same exercise price as the Warrants
(the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company
to be made by the Sponsors or an affiliate thereof to finance transaction costs in connection with an intended initial Business
Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination
entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant (the “Working Capital Loans”)),
any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares,
Class B Shares (and Class A Shares for which such Class B Shares are convertible or Class A Shares issuable upon exercise of such
Warrants) issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Forward Contract Parties.


 


(d) Additional
Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue
or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement
Warrants and the securities to be issued in the IPO) without the Purchaser’s prior written consent.


 


5.                 
Additional Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a)              
Trust Account.


 


(i)             
The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust
Account”) for the benefit of its public stockholders upon the closing of the IPO. The Purchaser, for itself and its affiliates,
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any
other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any,
the Purchaser may have in respect of any Class A Shares held by it.


 


(ii)             
The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
A Shares held by it.


 






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(b)              
No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”) and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


(c)              
Voting. The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of
any proposed Business Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor
of a Proposed Business Combination, the Purchaser hereby grants hereunder to the Company and any representative designated by the
Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser,
which power of attorney shall be deemed to be coupled with an interest.


 


(d)              
NYSE Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class
A Shares on the New York Stock Exchange (or another national securities exchange).


 


6.                 
FPS Closing Conditions.


 


(a)              
The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall
be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent
permitted by applicable laws, may be waived by the Purchaser:


 


(i)              
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;


 


(ii)             
The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Delaware
corporation, as of a date within ten (10) Business Days of the FPS Closing;


 


(iii)           
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;


 






    11
 


     


    

 


(iv)            
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and


 


(v)             
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


(vi)            
Cannae shall have performed, satisfied and complied in all respects with its obligations under the Cannae Forward Purchase
Agreement and shall have funded concurrent the purchase of 15,000,000 Class A Shares and 5,000,000 Warrants concurrently with the
purchase of the Forward Purchase Securities pursuant to this Agreement.


 


(vii)          
The participation by the Purchaser or any of the Purchaser Parties in the Business Combination shall not result in a violation
of the governing documents of Purchaser or any Purchaser Party, or result in the right by one or more of such Purchaser Parties’
underlying investors to be excused from indirect participation in the Business Combination, in each case, as determined in the
sole discretion by Purchaser or such Purchaser Party, as the case may be;


 


(b)              
The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Company:


 


(i)              
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;


 


(ii)             
The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true
and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement;


 


(iii)           
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv)            
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 






    12
 


     


    

 


7.                 
Termination. This Agreement may be terminated at any time prior to the FPS Closing:


 


(a)              
by mutual written consent of the Company and the Purchaser; or


 


(b)              
automatically


 


(i)              
if the IPO is not consummated on or prior to twenty-four months from the date of this Agreement; or


 


(ii)             
if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be
approved by the Company’s shareholders.


 


(iii)            
upon the death of William P. Foley, II;


 


(iv)            
if William P. Foley, II, the Sponsors or the Company becomes subject to any voluntary or involuntary petition under the
United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after
being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of William P. Foley,
II, the Sponsors or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment;
or


 


(v)              
if William P. Foley, II is convicted in a criminal proceeding for a crime involving fraud or dishonesty.


 


In the event of any
termination of this Agreement pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any), if previously
paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this
Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company
and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either
party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement.


 


8.                 
General Provisions.


 


(a)              
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when
sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to:


 






    13
 


     


    

 


Foley Trasimene Acquisition Corp.

1701 Village Center Circle

Las Vegas, NV 89134

Attn: Michael L. Gravelle, General Counsel and Corporate Secretary

email: MGravelle@fnf.com


 


with a copy to the Company’s counsel at:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn: Alexander D. Lynch, Esq.

email: Alex.Lynch@weil.com


fax: (212) 310-8007


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b)              
No Finder’s Fees. Other than fees payable to Credit Suisse Securities (USA) LLC or BofA Securities, Inc., which
shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.


 


(c)              
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
the FPS Closing.


 


(d)              
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant
hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject
matter 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.


 


(e)              
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 






    14


     


    

 


(f)               
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written approval of the other parties except that the
Purchaser may assign its rights, interests, or obligations hereunder to any of its affiliates.


 


(g)              
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.


 


(h)              
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.


 


(i)                
Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


(j)                
Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of
any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or
other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court
for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court.


 


(k)              
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.


 


(l)                
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the
prior written consent of the Company and the Purchaser, except for an amendment, modification or waiver that (i) modifies the amount
or price of the Forward Purchase Securities to be sold hereunder, or (ii) inserts or modifies any material economic or non-economic
provision of this Agreement applicable to the Purchaser, which shall in each case also require the written consent of the Purchaser.


 


(m)            
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of
any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.


 






    15


     


    

 


(n)              
Expenses. The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants; provided, however, that the Company shall not be required to pay any costs or expenses of the Purchaser unless
and until the Business Combination is consummated. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(o)              
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If
an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as
amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 


(p)              
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q)              
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 






    16


     


    

 


(r)               
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


(s)               
Most Favored Nations. The Company hereby represents and warrants that as of the date hereof, and covenants and agrees
that after the date hereof, none of the agreements with any other Person for the purchase of Class A Shares or Warrants includes
or will include terms, rights or other benefits that are more favorable, in any material respect, to such other Person than the
terms, rights and benefits in favor of the Purchaser under this Agreement, and the Company will not amend any of the terms, rights
or benefits in, or waive any material obligation under, any of the agreements with such other Person unless, in any such case,
the Purchaser has been offered in writing the opportunity to concurrently receive the benefits of all such terms, rights and benefits
or waiver. The Purchaser shall notify the Company in writing, within ten (10) days after the date it has been offered the opportunity
to receive the benefit of such terms, rights, benefits or waiver, of its election to receive any such term, right, benefit or waiver
so offered.


 


[Signature Page Follows]


 






    17


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 
	 	THL
    FTAC LLC
	 	By: 
    THL Equity Advisors, VIII, LLC, its manager
	 	By: 
    Thomas H. Lee Partners, L.P., its sole member
	 	By: 
    Thomas H. Lee Advisors, LLC, its general partner
	 	By: 
    THL Holdco, LLC, its managing member
	 	 
	 	By:	/s/ Thomas M. Hagerty
	 	Name: Thomas
    M. Hagerty
	 	Title: 
    Managing Director
	 	 
	 	COMPANY:
	 	 
	 	FOLEY TRASIMENE ACQUISITION
    CORP.
	 	 
	 	By:	 /s/ Michael L. Gravelle
	 	 	Name: Michael L. Gravelle
	 	 	Title: General Counsel and Corporate Secretary




 






    	 	 



     


    

  


Exhibit A


 


Registration Rights


 


1.                 
Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to
file a registration statement on Form S-1, to the extent the Company is required to use such form, for a secondary offering (including
any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of
(x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class
A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination
Closing and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses
(x) and (y) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the
Securities Act; provided that if Form S-3 is available for such a registration, the Company shall register the resale of
the Registrable Securities on Form S-3 as soon as such form is available and such Form S-3 shall also be deemed to be a Resale
Shelf, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain
the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the
date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all
of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation
(including without volume or manner of sale restrictions) under Rule 144 under the Securities Act.


 


2.                 
In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”)
of the Securities and Exchange Commission (“SEC”) from registering all of the Registrable Securities on the
Resale Shelf or the Staff requires that the Purchaser be specifically identified as an “underwriter” in order to permit
such registration statement to become effective, and such Purchaser does not consent in writing to being so named as an underwriter
in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a
pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise required by the Staff, so that
the number of Registrable Securities to be registered is permitted by Staff and such Purchaser is not required to be named as an
 “underwriter”; provided, that any Registrable Securities not registered due to this paragraph 2 shall thereafter
as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.


 


3.                 
If at any time the Company proposes to file a registration statement (a “Registration Statement”)
on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating
to an underwritten offering of shares of common stock (a “Company Offering”), then the Company will provide
the Purchaser and the other Forward Contract Party (collectively, the “Piggyback Holders”) with notice in writing
(an “Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include
in the Registration Statement Purchaser’s Registrable Securities and a minimum of 2,000,000 of the securities of the other
Forward Contract Party which is a Piggyback Holder that constitute “Registrable Securities” (as defined under such
parties’ forward purchase agreement (collectively “Piggyback Securities”). Within five (5) Business Days
(or, in the case of an Offer Notice delivered to the Purchaser or the other Forward Contract Party in connection with an Underwritten
Shelf Takedown (as described below), within three (3) Business Days) after receiving the Offer Notice, the Purchaser may make a
written request (a “Piggyback Request”) to the Company to include some or all of the Piggyback Holder’s
Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing
factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities
to be so included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the
Piggyback Holders based on the pro rata percentage of Piggyback Securities held by the Piggyback Holders and requested to be included
in the Company Offering. Notwithstanding anything to the contrary in this paragraph 3, the Company hereby agrees that it will not
provide an Offer Notice to any other Forward Contract Party unless such other Forward Contract Party agrees in writing to treat
the contents of such Offer Notice as material non-public information.


 






    	 	A-1	 



     


    

 


4.                 
At any time during which the Company has an effective Resale Shelf with respect to the Purchaser’s Registrable
Securities, the Purchaser may make a written request (which request shall specify the intended method of disposition thereof)
(a “Shelf Takedown Request”) to the Company to effect a sale, of all or a portion of the Purchaser’s
Registrable Securities that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to file
a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) for such purpose as soon as reasonably practicable
following receipt of a Shelf Takedown Request. The Purchaser may request that any such sale be conducted as an underwritten public
offering (an “Underwritten Shelf Takedown”). Purchaser acknowledges that, pursuant to the terms and conditions
of the forward purchase agreement among the Company and the other Forward Contract Party (such agreements, as they relate to the
rights of the other Forward Contract Party set forth in paragraphs 3, 4 and 5 of this Exhibit A, not to be amended without the
Purchaser’s prior written consent), in the event the other Forward Contract Party proposes to sell at least 2,000,000 Registrable
Securities in the Underwritten Shelf Takedown (the “Requesting Holder”) then the Requesting Holder shall have
the right, pursuant to a timely Piggyback Request, to include securities that are covered by the Resale Shelf (“Requesting
Holder Securities”) in the prospectus supplement relating to any Underwritten Shelf Takedown and Purchaser agrees to
cooperate with the Company and such other Forward Contract Party in furtherance thereof. In the event the other Forward Contract Party makes a Shelf Takedown Request, then the Purchaser shall have the right, pursuant
to a timely Piggyback Request, to include Requesting Holder Securities in the prospectus supplement relating to any Underwritten
Shelf Takedown. If the underwriter(s) for any Underwritten
Shelf Takedown advise the Company that marketing factors require a limitation on the number of securities that may be included
in the Underwritten Shelf Takedown, the number of securities to be so included shall be allocated as follows: (i) first, to the
Purchaser; and (ii) second, to the Requesting Holder based on the pro rata percentage of Requesting Holder Securities held
by the Requesting Holders and requested to be included in the Underwritten Offering. It is understood that any other Forward Purchase
Party electing to include securities on an Underwritten Shelf Takedown proposed by Purchaser shall not have the ability to withdraw
such securities from such offering without the consent of the Purchaser, it being understood that the terms of the offering may
not be known at the time of such offering and that Purchaser shall have the sole discretion to approve such terms (and the other
Forward Purchase Party shall not have the right to make any determinations other than whether they wish to include their Requesting
Holder Securities in the prospectus supplement). In this regard, by electing to include securities in such offering, such other
Forward Purchase Party agrees to cooperate with the Company and the Purchaser in furtherance of such offering, including entering
into such customary agreements and take all such actions (including supplying all reasonably requested information) within 48
hours of a reasonable request by the Company, underwriters or Purchaser.





 






    	 	A-2	 



     


    

 


5.                 
The determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown
Prospectus Supplement will be an underwritten offering shall be made in the sole discretion of the Purchaser, after consultation
with the Company, and the Purchaser shall have the right, after consultation with the Company, to determine the plan of distribution,
including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees (and
the Requesting Holders shall not have the right to make any determinations other than whether they wish to include their Requesting
Holder Securities in the prospectus supplement). The Purchaser shall select the investment banker or bankers and managers to administer
the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably
satisfactory to the Company).


 


6.                 
In connection with any underwritten offering, the Company shall enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such
Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement
that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables and make
management and its own accountants available for any due diligence sessions and make management reasonably available for a road
show.


 


7.                 
The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare,
file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of
a Company Offering or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing
fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable
Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii)
printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Underwritten Shelf Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by the holders of a majority
of the Registrable Securities, who will represent all the selling shareholders.


 


8.                 
The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written
notice (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i)
prohibited by the Company’s insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental
to the Company and its stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of
such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after
the date of such notice to the Purchaser; provided such period may be extended for an additional thirty (30) days with the
consent of a majority-in-interest of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not
be unreasonably withheld; provided further, that such right to suspend the use of a prospectus shall be exercised by the
Company not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable
Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt
of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant
to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the
Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to be
concluded as promptly as reasonably practicable.


 






    	 	A-3	 



     


    

 


9.                 
The Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt
of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the
Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written
consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure
by a holder of Registrable Securities in breach of the terms of this Agreement.


 


10.             
The Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers,
employees, agents, and representatives of such Purchaser and each person, if any, who controls the Purchaser within the meaning
of the Securities Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the
fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs
(including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or
otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out
of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale
Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of,
are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided,
however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such
Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission
or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically
for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall
survive the transfer of such securities by the Purchaser.


 






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11.             
The Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing
to the Company in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the
related prospectus, or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors,
managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement
of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser
expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several,
for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities
pursuant to the Resale Shelf.


 


12.             
The Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the
case may be, as the Purchaser may reasonably request and registered in such names as the Purchaser may request.


 


13.             
If requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate
in a prospectus supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable
Securities.


 


14.             
As long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under
the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act,
and to promptly furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR
system. The Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the
extent required from time to time, to enable the Purchaser to sell the Class A Shares and Warrants held by the Purchaser without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act, including providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 






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15.             
The rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser
in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any
permitted transferee or assignee.


 






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