Exhibit 10.6


 


May 29, 2020


 


Foley Trasimene Acquisition Corp.

1701 Village Center Circle


Las Vegas, NV 89134


 


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010


 


BofA Securities, Inc.

One Bryant Park

New York, New York 10036


 


Re:          Initial
Public Offering


 


Ladies and Gentlemen:


 


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


 


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


 


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



 


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



 






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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


		12.	As used herein, (i) a “Business Combination”
                                         shall mean a merger, stock exchange, asset acquisition, stock purchase, recapitalization,
                                         reorganization or other similar business combination with one or more businesses or entities;
                                         (ii) “Insiders” shall mean all officers, directors and sponsors
                                         of the Company immediately prior to the IPO; (iii) “Founder Shares”
                                         shall mean all of the Class B Common Stock of the Company, par value $0.0001 per share,
                                         acquired by an Insider prior to the IPO; (iv) “IPO Shares”
                                         shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private
                                         Placement Warrants” shall mean the warrants that are being sold privately
                                         by the Company simultaneously with the consummation of the IPO; (vi) “Trust
                                         Account” shall mean the trust account into which the net proceeds of the
                                         Company’s IPO and a portion of the proceeds from the sale of the Private Placement
                                         Warrants will be deposited; and (vii) “Registration Statement”
                                         means the Company’s registration statement on Form S-1 (SEC File Nos. 333-238135 and 333-238703)
                                         filed with the SEC, as amended.



 


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



 


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



 


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



 






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	 	Sincerely,
	 	 	 
	 	By:	/s/ Richard N. Massey
	 	Name:	Richard N. Massey
	 	 	 
	 	By:	/s/ William P. Foley, II
	 	Name:	William P. Foley, II
	 	 	 
	 	By:	/s/ Hugh R. Harris
	 	Name:	Hugh R. Harris
	 	 	 
	 	By:	/s/ Douglas K. Ammerman
	 	Name:	Douglas K. Ammerman
	 	 	 
	 	By:	/s/ David W. Ducommun
	 	Name:	David W. Ducommun
	 	 	 
	 	By:	/s/ Michael L. Gravelle
	 	Name:	Michael L. Gravelle
	 	 	 
	 	By:	/s/ Thomas M. Hagerty
	 	Name:	Thomas M. Hagerty
	 	 	 
	 	By:	/s/ Frank R. Martire, Jr.
	 	Name:	Frank R. Martire, Jr.



 






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	 	Acknowledged and Agreed:
	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP.
	 	 
	 	By:	/s/ Michael L. Gravelle
	 	Name:	Michael L. Gravelle
	 	Title:	General Counsel and Corporate Secretary


 








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