Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of May 29, 2020 by and between
Foley Trasimene Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York
corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, Nos. 333-238135 and 333-238703 (the “Registration
Statement”) and prospectus (the “Prospectus”), for its initial public offering of the
Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred
to as the “Offering”), has been declared effective as of the date hereof (the “Effective Date”) by
the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement);


 


WHEREAS,
Credit Suisse Securities (USA) LLC and BofA Securities, Inc. are acting as the representatives of the underwriters (the
 “Representatives”) in the Offering pursuant to an underwriting agreement between the Company and the underwriters (“Underwriting
Agreement”);


 


WHEREAS,
simultaneously with the Offering, the Company’s sponsors will be purchasing 13,333,333 warrants (“Private Placement
Warrants”) from the Company for an aggregate purchase price of $19,999,999.50 (and additional amounts of Private Placement
Warrants from the Company if the underwriters exercise their over-allotment option, up to 15,133,333 Private Placement Warrants
for an aggregate purchase price of $22,699,999.50 if the underwriters’ over-allotment option is exercised in full);


 


WHEREAS,
as described in the Prospectus, and in accordance with the Company’s Second Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”), $767,000,001 of the gross proceeds of the Offering and
sale of the Private Placement Warrants ($881,750,001 if the underwriters’ over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
 “Trust Account”) for the benefit of the Company and the holders of shares of the Common Stock included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”;
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $26,250,000, or $30,187,500 if the underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may
become payable by the Company to the underwriters upon the completion of an initial business combination (as described in the Prospectus,
a “Business Combination”) (the “Deferred Discount”); and


 






     


     


    

 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which
the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.           
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)                Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with
consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)               
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)               
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; the trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
credits or other consideration during such periods;


 


(d)               
Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part
of the “Property,” as such term is used herein;


 


(e)               
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;


 






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(i)               Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial
Officer, Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax
obligations (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if
applicable), only as directed in the Termination Letter and the other documents referred to therein; or (y) the later of (1)
24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in
accordance with the Company’s Charter, if a Termination Letter has not been received by the Trustee prior to such date,
in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company
pursuant to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses,
if applicable), shall be distributed to the Public Stockholders of record as of such date; provided further, that the Trustee
has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable;


 


(j)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
Property requested by the Company to cover any tax obligation owed by the Company, which amount shall be delivered directly to
the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant
taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing
to make such distribution, so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)             
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of Public Stockholders redeeming shares
of the Common Stock the amount required to pay redeemed shares of Common Stock from Public Stockholders; and


 


(l)              
Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j),
or (k) above.


 






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2.           
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)             
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief
Financial Officer, Corporate Secretary or other authorized officer of the Company. In addition, except with respect to its duties
under Sections 1(i), (j), and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given
by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such
instructions in writing;


 


(b)             
Subject to the provisions of Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from
and against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection
with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)             
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as
set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section
1(i) solely in connection with the completion of a Business Combination. The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)             
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee
an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes
(which firm may be the Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination;


 






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(e)             
In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give
the Trustee disbursement instructions which would be prohibited under this Agreement;


 


(f)             
Within five business days after the Representatives, on behalf of the underwriters in the Offering, exercises the over-allotment
option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing
(with a copy to the Representatives) of the total amount of the Deferred Discount;


 


(g)             
In the event the Company is entitled to receive a tax refund on its tax obligation, and promptly after the amount of such
refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount
of such tax refund; and


 


(h)             
If the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s
Public Stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or
with respect to any other provisions relating to the rights of holders of the Common Stock, (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D
providing instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection
with such Amendment.


 


3.           
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)             
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b)             
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from
the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;


 


(c)             
Change the investment of any Property, other than in compliance with Section 1 hereof;


 


(d)             
Refund any depreciation in principal of any Property;


 


(e)             
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;


 


(f)              
To anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(g)             
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition
made by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)             
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account
and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the
income earned on the Property;


 


(i)              
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any
such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance
with Section 1(j));


 


(j)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this agreement and that which is expressly set forth herein; and


 


(k)             
Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections
1(i), (j), or (k) hereof.


 


4.           
Trust Account Waiver. The Trustee has 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. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Sections 2(b) or (c) hereof, the Trustee 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.


 


5.           
Termination. This Agreement shall terminate as follows:


 


(a)             
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b)            
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b).


 


6.           
Miscellaneous.


 


(a)            
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)            
This 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.
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.


 


(c)             This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), (j), (k), and (l) hereof (which sections may not be modified, amended or deleted
without the affirmative vote of sixty-five percent (65%) or more of the then issued and outstanding shares of Common Stock and
Class B common stock, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment
will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with
a stockholder vote to amend this Agreement that would affect the substance or timing of the Company’s obligation to redeem
100% of its Common Stock if the Company does not complete its initial Business Combination within the time frame specified in
the Company’s Charter or with respect to any other provisions relating to the rights of holders of the Common Stock), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a
writing signed by each of the parties hereto.


 






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(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
State of New York, for purposes of resolving any disputes hereunder.


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery, facsimile transmission or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


E-mail: fwolf@continentalstock.com


E-mail: cgonzalez@continentalstock.com




 


if to the Company, to:


 


Foley Trasimene Acquisition Corp.

1701 Village Center Circle


Las Vegas, Nevada 89134


		Attn:	Michael L. Gravelle



		E-mail:	MGravelle@fnf.com



 


in either case with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153


		Attn:	Alexander D. Lynch, Esq.



		E-mail:	alex.lynch@weil.com



 


and:


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010


Attn: Niron Stabinsky


E-mail: niron.stabinsky@credit-suisse.com


 


and:


 


BofA Securities, Inc.








One Bryant Park


New York, NY 10036


Attn: Cary Thompson


E-mail: cary.thompson@bofa.com







 






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with a copy to:


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, New York 10017


		Attn:	Derek J. Dostal, Esq.



Deanna L. Kirkpatrick, Esq.


		E-mail:	derek.dostal@davispolk.com



deanna.kirkpatrick@davispolk.com


 


(f)               
No party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the
other person or entity.


 


(g)              
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.


 


(h)              
This Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)               
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(j)               
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the several underwriters,
are third party beneficiaries of this Agreement.


 


(k)              
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST

 COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michael L. Gravelle
	 	 	Name: Michael L. Gravelle
	 	 	
        Title: General Counsel and Corporate Secretary



 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for

 disbursements to Company under

 Sections 1(i), (j), and (k)	 	 Billed to Company following disbursement made to
    Company under Section 1(i), (j), and (k)	 	$	250.00	 
	Paying Agent services as required 

pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing
                                                                                      rates	 



 


 






     


     


    

 


EXHIBIT A


 


[Letterhead
of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:
Trust Account Termination Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the
 “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●],
2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with
[●] (“Target Business”) to complete a business combination with Target Business (the “Business
Combination”) on or about [●]. The Company shall notify you at least seventy-two (72) hours in advance of the
actual date of the completion of the Business Combination (the “Completion Date”). Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Completion Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Completion Date. It is acknowledged
and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest
or dividends.


 


On the Completion Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been completed, (ii) the Company shall
deliver to you (a) a certificate by the General Counsel and Corporate Secretary which verifies the vote of the Company’s
stockholders in connection with the Business Combination and (b) written instructions with respect to the transfer of the funds
held in the Trust Account (“Instruction Letter”) and (iii) the Representatives shall deliver to you written instructions
for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel’s letter and the Instruction Letter, (x) to the Representatives in an amount
equal to the Deferred Discount as directed by the Representatives and (y) the remainder in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Completion Date without penalty,
you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Completion Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant
to the terms hereof, the Trust Agreement shall be terminated.


 






    A-1 


     


    

 


In
the event that the Business Combination is not completed on the Completion Date described in the notice thereof and the Company
has not notified you on or before the original Completion Date of a new Completion Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement
on the business day immediately following the Completion Date as set forth in the notice.


 


	 	Very truly yours,
	 	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Credit Suisse Securities (USA) LLC

BofA Securities, Inc.



 






    A-2 


     


    

 


EXHIBIT B


 


[Letterhead
of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account   Termination
Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination within the time frame
specified in the Company’s second amended and restated certificate of incorporation, as described in the Company’s
prospectus relating to its initial public offering of securities. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer
the total proceeds to the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders.
The Company has selected        as the effective date for the purpose of determining when the Public Stockholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance
with the terms of the Trust Agreement and the second amended and restated certificate of incorporation of the Company. Upon the
distribution of all the funds in the trust account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Credit Suisse Securities (USA) LLC

BofA Securities, Inc.



 






    B-1 


     


    

 


EXHIBIT C


 


[Letterhead of Company]

[insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Tax Payment
Withdrawal Instruction 


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date
hereof.


 


The
Company needs such funds to pay its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Credit Suisse Securities (USA) LLC

BofA Securities, Inc.



 






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EXHIBIT D


 


[Letterhead
of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Extension Notification/Redemption
Withdrawal Instruction Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Reference
is made to the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of [●], 2020 (the “Trust Agreement”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account
and to transfer $[●] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A.
for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Credit Suisse Securities (USA) LLC

BofA Securities, Inc.



 






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