4 AUGUST 2017 PI UK BIDCO LIMITED. and PAYSAFE GROUP PLC BID CONDUCT AGREEMENT

Transcription

1 4 AUGUST 2017 PI UK BIDCO LIMITED and PAYSAFE GROUP PLC BID CONDUCT AGREEMENT 99 Bishopsgate London EC2M 3XF United Kingdom Tel: EU-DOCS\

2 CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION PUBLICATION OF THE ANNOUNCEMENT UNDERTAKINGS TO SATISFY THE CONDITIONS IMPLEMENTATION OF THE SCHEME SHARE PLANS DIRECTORS AND OFFICERS INSURANCE TERMINATION REPRESENTATIONS AND WARRANTIES ACCELERATION OF SHARE CONSIDERATION TAKEOVER CODE MISCELLANEOUS PROVISIONS GOVERNING LAW AND JURISDICTION SCHEDULE ANNOUNCEMENT SCHEDULE SHARE PLAN PROPOSALS EU-DOCS\ i

3 THIS AGREEMENT is made on 4 August 2017 BETWEEN: (1) PI UK BIDCO LIMITED, a company incorporated in England and Wales with registered number and having its registered office at 35 Great St Helen s, London, EC3A 6AP, England ( Bidco ); and (2) PAYSAFE GROUP PLC, a company incorporated in the Isle of Man with registered number C and whose registered office is at 3 rd Floor, Queen Victoria House, Victoria Street, Douglas, IM1 2LF, Isle of Man ( Paysafe ). RECITALS: (A) (B) (C) Bidco, a company jointly owned by the Blackstone Funds and CVC Funds, wishes to acquire the entire issued and to be issued share capital of Paysafe (the Acquisition ) on the terms and subject to the conditions set out in the Announcement. The Parties intend the Acquisition to be implemented by means of the Scheme provided that Bidco reserves the right, as set out in the Announcement and in this Agreement, to elect to implement the Acquisition by means of a Takeover Offer. The Parties have agreed to enter into this Agreement to set out certain mutual commitments to regulate the basis on which they are willing to implement the Acquisition. IT IS AGREED THAT 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context otherwise requires: Acquisition shall have the meaning given in Recital (A); Announcement means the press announcement in the agreed form set out in Schedule 1; Articles means Part 2: Class A Exchangeable Shares of the Share Structure attached to and forming part of the Articles of Amendment of Optimal Payments ExchangeCo Inc.; Blackstone means Blackstone Management Partners L.L.C.; Blackstone Funds means Blackstone Capital Partners (Cayman) VII L.P. and the following investing funds and entities managed or advised by Blackstone or its affiliates: (a) (b) (c) (d) (e) Blackstone Capital Partners (Cayman) VII L.P.; BTAS Q Holdings L.L.C.; Blackstone Capital Partners (Cayman) VII.2 L.P.; Blackstone Family Investment Partnership (Cayman) VII ESC L.P.; and BCP VII SBS Holdings L.L.C; Bidco Directors means the directors of Bidco from time to time; Bidco Information has the meaning given in Clause 4.3(b); 2

4 Bidco Responsible Persons means the Bidco Directors and those persons designated by the Panel as being required to take responsibility for the Bidco Information under the Code as more particularly set out in the Scheme Document; Business Day means a day (not being a Saturday) on which banks are open for general banking business in the City of London and the Isle of Man; Class A Exchangeable Shares means the class A exchangeable shares in the capital of Optimal Payments ExchangeCo Inc., a corporation existing under the laws of Canada; Clean Team means the team of advisers constituted under the Clean Team Agreement; Clean Team Agreement means the clean team agreement between CVC, Blackstone and Paysafe dated 20 July 2017; Clearance(s) means all consents, clearances, permissions, waivers and/or filings that are necessary or desirable in order to satisfy the Conditions and all waiting periods that may need to have expired, from or under the laws, regulations or practices applied by any relevant Regulatory Authority in connection with the implementation of the Acquisition, and any reference to Clearances having been satisfied shall be construed as meaning that the foregoing have been obtained or, where appropriate, made or expired in accordance with the relevant Condition; Code means the City Code on Takeovers and Mergers as from time to time amended and interpreted by the Panel; Companies Act means the Isle of Man Companies Act 1931; Conditions means: (a) (b) for so long as the Acquisition is being implemented by means of the Scheme, the terms and conditions to the implementation of the Scheme as set out in Appendix I to the Announcement, as may be amended with Bidco s and the Panel s consent; and for so long as the Acquisition is being implemented by means of a Takeover Offer, the terms and conditions referred to in (i) above as amended with Bidco s and the Panel s consent, in the Offer Document; Confidentiality Agreement means the confidentiality letter dated 2 June 2017 between Paysafe, Blackstone and CVC; Consortium has the meaning given to it in the Announcement; "Court" means the High Court of Justice of the Isle of Man; Court Hearing means the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof; CVC means CVC Capital Partners Limited; CVC Funds means the funds known as CVC Capital Partners VI comprising the following fund vehicles: (a) (b) CVC Capital Partners VI (A) L.P.; CVC Capital Partners VI (B) L.P.; 3

5 (c) (d) (e) (f) CVC Capital Partners VI (C) L.P.; CVC Capital Partners VI (D) S.L.P.; CVC Capital Partners Investment Europe VI L.P.; and CVC Capital Partners VI Associates L.P.; Effective Date means the date upon which either: (a) (b) the Scheme becomes effective in accordance with its terms; or if Bidco elects to implement the Acquisition by means of a Takeover Offer, the Takeover Offer becoming or being declared unconditional in all respects; FCA Condition means the change of control application which will be filed with the UK Financial Conduct Authority with respect to the Acquisition; General Meeting means the general meeting (or any adjournment, postponement or reconvention thereof) of Paysafe to be convened in connection with the Scheme; IOM Regulator means the Isle of Man Financial Services Authority; Isle of Man Regulatory Condition means: (a) (b) so long as the Acquisition is being implemented by means of a Scheme, the conditions and approvals to the implementation of the Scheme as set out in paragraph 2(a)(ii) of Appendix 1 of the Announcement; and for so long as the Acquisition is being implemented by means of a Takeover Offer, the conditions and approvals referred to in (i) above as amended with Bidco s and the Panel s consent, in the Offer Document; Law means any applicable statute, common law, rule, regulation, ordinance, code, order, judgement, injunction, writ, decree, directive, governmental guidelines or interpretations having force of law or bylaws, in each case issued, administered or enforced by any Relevant Authority; Long Stop Date means 4 April 2018 (or such later date as may be agreed by Bidco and Paysafe); Offer Document means the offer document published by or on behalf of Bidco in connection with any Offer, including any revised offer document; Panel means the Panel on Takeovers and Mergers; Paysafe Directors means the directors of Paysafe from time to time; Paysafe Board Recommendation means the unanimous recommendation of the Paysafe Recommending Directors to the Paysafe Independent Shareholders to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting; Paysafe ESOS means the Paysafe Approved Share Option Plan adopted on 15 September 2008; Paysafe Group means Paysafe and its subsidiaries and subsidiary undertakings; 4

6 "Paysafe Independent Shareholders" means the holders of Paysafe Shares excluding Joel Leonoff and Brian McArthur-Muscroft; Paysafe LTIPs means the Paysafe Group plc Long Term Incentive Plan approved on 25 May 2016 and the Paysafe Group Plc Long Term Incentive Plan adopted on 3 March 2010; Paysafe Recommending Directors means the Paysafe Directors excluding Joel Leonoff and Brian McArthur-Muscroft; Paysafe Shares means the ordinary shares of 0.01 each in the capital of Paysafe; Paysafe Shareholders means the holders of Paysafe Shares; Paysafe Sharesave Plans means the Paysafe UK Sharesave Plan and the Paysafe Group plc International Sharesave Plan adopted 3 December 2015; Paysafe Share Schemes means the Paysafe LTIPs; the Paysafe ESOS; the Paysafe Share Option Plan adopted on 7 April 2004; the Paysafe Sharesave Plans, including the Inve$t NA sub-plan; Paysafe UK Sharesave Plan means the Paysafe Group plc Sharesave Plan adopted on 3 December 2015; PMSL SPA means the share purchase agreement related to Paysafe Merchant Services Limited entered into between Pi Jersey Topco Limited and Spectrum Global Limited on or around the date of this Agreement; Redemption Call Right has the meaning given in Sub-section 6.6 of the Articles; Redemption Consideration has the meaning given in Sub-section 6.1 of the Articles; Redemption Date has the meaning given in Sub-section 1.1 of the Articles; Regulatory Authority means any court or competition, antitrust, national, supranational or supervisory body or other government, governmental, trade or regulatory agency or body, in each case in any jurisdiction, including the European Commission, the US Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, as the case may be under the Hart-Scott-Rodino Act 1976, the Ministry of Commerce of the People s Republic of China, the Turkish Competition Authority and the Canadian Commissioner Bureau but excluding the Panel; Regulatory and Anti-trust Approvals means: (a) (b) so long as the Acquisition is being implemented by means of a Scheme, the meaning given to such term in the Announcement; and for so long as the Acquisition is being implemented by means of a Takeover Offer, the conditions and approvals referred to in (i) above as amended with Bidco s and the Panel s consent, in the Offer Document; Resolutions means the resolutions to be proposed by Paysafe at the General Meeting in connection with, amongst other things, the approval of the Scheme, the approval of the Director Manager Arrangements (as defined in the Announcement), the amendment of Paysafe s articles of association and such other matters as may be necessary to implement the Scheme; Right to Switch shall have the meaning given to it in Clause 4.1; 5

7 Scheme means the scheme of arrangement proposed to be made under Section 152 of the Companies Act between Paysafe and the Paysafe Shareholders to implement the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Bidco and Paysafe; Scheme Approval Condition means the conditions and approvals to the implementation of the Scheme as set out in condition 1 of Appendix 1 of the Announcement; and Takeover Offer means in the event that Bidco exercises its Right to Switch, as set out in the Announcement, to elect to implement the Acquisition by means of a takeover offer within the meaning of section 974 of the UK Companies Act 2006, such offer, including any subsequent revision, amendment, variation, extension or renewal. 1.2 The following shall apply to this Agreement (but not to the Announcement): (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) terms and expressions used but not expressly defined in this Agreement shall, unless the context otherwise requires, have the meanings given in the Announcement; terms and expressions defined in the UK Companies Act 2006 and not expressly defined in this Agreement, including the expressions subsidiary and subsidiary undertaking, shall, unless the context otherwise requires, have the meanings given in the UK Companies Act 2006; when used in this Agreement, the expressions acting in concert and offer shall have the meanings given in the Code; any reference to this Agreement includes the Schedules to it, each of which forms part of this Agreement for all purposes; a reference to an enactment or statutory provision shall be construed as a reference to any subordinate legislation made under the relevant enactment or statutory provision and shall be construed as a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, reenacted or replaced; words in the singular shall include the plural and vice versa; references to one gender include other genders; references to a party means a party to this Agreement and includes its successors in title, personal representatives and permitted assigns; references to a company shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established; a reference to a Recital, Clause, Schedule (other than to a schedule to a statutory provision) shall be a reference to a Recital, Clause, Schedule (as the case may be) of or to this Agreement; a reference to includes or including shall mean includes without limitation or including without limitation ; references to documents in the agreed form or any similar expression shall be to documents agreed between the Parties, annexed to this Agreement and initialled for identification by or on behalf of Bidco and Paysafe; 6

8 (m) (n) (o) the headings in this Agreement are for convenience only and shall not affect its interpretation; a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time; and references to this Agreement include this Agreement as amended or supplemented in accordance with its terms. 2. PUBLICATION OF THE ANNOUNCEMENT The obligations of the Parties under this Agreement, other than this Clause 2 and Clauses 1, 8, 11 and 12, shall be conditional on the release of the Announcement via a Regulatory Information Service at or before 8.00 a.m. on 4 August 2017 or such later time and date as the parties may agree (and, where required by the Code, the Panel may approve). This Clause 2 and Clauses 1, 8, 11 and 12, shall take effect on and from execution of this Agreement. 3. UNDERTAKINGS TO SATISFY THE CONDITIONS 3.1 The Parties shall use reasonable endeavours to ensure the satisfaction of the Regulatory and Anti-trust Approvals as soon as reasonably practicable and in any event to enable the Acquisition to complete before the Longstop Date and in particular the Parties shall make (or procure the making of) as promptly as reasonably practicable, such submissions, notifications and/or filings with all appropriate Regulatory Authorities, as considered necessary or appropriate by the Parties in connection with the Clearances. 3.2 Paysafe undertakes to co-operate with Bidco to ensure the satisfaction of the Regulatory and Anti-trust Approvals and to assist Bidco in communicating with any Regulatory Authority for the purposes of obtaining all Clearances and to promptly provide such information and assistance to Bidco as Bidco may reasonably require for the purposes of obtaining any Clearance and making a submission, filing or notification to any relevant Regulatory Authority (including for the purposes of responding to requests for additional information) as soon as practicable. 3.3 Bidco and Paysafe shall: (a) (b) (c) (d) respond as promptly as reasonably practicable (and in any event, use reasonable endeavours to respond in accordance with any relevant time limit) to any request for information or documentation from any Regulatory Authority, including attending any meetings or calls with the relevant Regulatory Authority as may be necessary; as promptly as reasonably practicable notify the other Party of any material communications received from any Regulatory Authority including in respect of progress towards satisfaction of the Conditions and, unless expressly not permitted by the Regulatory Authority concerned, provide the other Party with copies thereof (and in the case of non-written communications, summaries of material non-written communications); give the other Party reasonable notice of and the opportunity for it or its external legal advisers to attend all meetings and participate in all material telephone calls with any Regulatory Authority, unless expressly not permitted by the Regulatory Authority concerned; where reasonable, make representatives available for meetings and material telephone calls requested by any Regulatory Authority in connection with the obtaining of all requisite Clearances and the implementation of the Acquisition; 7

9 (e) (f) (g) (h) (i) provide the other Party with, or procure the provision of, drafts of all filings, submissions, material written communications intended to be sent to any Regulatory Authority and, so far as practicable, give the other Party reasonable time to comment thereon (and to take any such comments reasonably into account) before they are submitted, sent or made and (subject to Clause 3.4 below) provide the other Party with final copies of all such filings, submissions and communications in the form finally submitted or sent (including, in the case of non-written communications, summaries of material non-written communications); shall keep the other party reasonably informed as to the progress of any notification submitted to a Regulatory Authority pursuant to this Agreement; shall keep the other Party promptly informed of developments which are material or reasonably likely to be material to obtaining the clearances and/or satisfaction of the Regulatory and Anti-trust Approvals; shall not withdraw a filing, submission or notification made to any Regulatory Authority pursuant to this Agreement without the prior consent of the other Party, not to be unreasonably withheld; and in respect of the Isle of Man Regulatory Condition and any conditions contained in the PMSL SPA, no meetings or communications with the IOM Regulator shall take place without a representative of Paysafe being present or the communication being approved by Paysafe. 3.4 Nothing in this Clause 3 shall require either Party to disclose any information: (a) (b) (c) which is commercially sensitive or confidential information or business secrets which has not been previously disclosed to the other Party; which the disclosing party is prohibited from disclosing by Law, the Code or the terms of an existing contract; or where such disclosure would result in the loss of privilege that subsists in relation to such information (including legal professional privilege), and in the case of Clause 3.4(a) this information is to be communicated between Bidco s counsel and Paysafe s counsel on an external counsel only basis as appropriate, and, as regards Paysafe s information, pursuant to the Clean Team Agreement and expressly marked as such, or if necessary, in a suitably aggregated or anonymised format such that disclosure of such information will not result in any breach of Law (including Practice Statement 30), confidentiality obligation or other relevant restrictions on the disclosure of such information or pursuant to additional procedures agreed between Bidco and Paysafe. 3.5 Neither Party shall, without prior written consent of the other Party, not to be unreasonably withheld, make any other filings, notifications or submissions in respect of the Acquisition to any Regulatory Authority that are: (a) (b) not required in order to satisfy any Regulatory and Anti-trust Approvals or otherwise necessary to complete the Acquisition; or required to be given to any Regulatory Authority in order to effect the completion of the transfer of Skrill USA, Inc., into the Paysafe Group. 3.6 Except with the prior written consent of Paysafe, Bidco shall not enter into any transaction or other agreement to effect any merger, acquisition, joint venture or other commercial 8

10 arrangement which could reasonably be expected to preclude, impede, delay or prejudice completion of the Acquisition occurring on or before the Long Stop Date or enable Bidco to invoke any of the regulatory or anti-trust Conditions. 3.7 Bidco shall be responsible for paying any filing, administrative or other merger notice fees levied by any Regulatory Authority for the purpose of satisfying the Regulatory and Anti-trust Approvals unless otherwise specified in accordance with the applicable laws of the Regulatory Authority. 3.8 Nothing in this Clause 3 shall require the Bidco Directors or the Paysafe Recommending Directors to maintain their recommendation of the Acquisition or to adjourn or seek to adjourn (or refrain from adjourning or seeking to adjourn) any shareholder meeting or court hearing which has been or will be convened in relation to the Acquisition or (without prejudice to any other obligation Paysafe has under this Agreement) require Bidco or Paysafe to make any change (or refrain from making any change) to the timetable for implementing the Acquisition. 4. IMPLEMENTATION OF THE SCHEME 4.1 Bidco reserves the right, as set out in the Announcement, to elect to implement the Acquisition by means of a Takeover Offer at any time (the Right to Switch ). Such election is subject to the Bidder obtaining the consent of the Panel, if required. 4.2 If Bidco validly exercises its right in accordance with Clause 4.1, then Paysafe shall withdraw the Scheme and the provisions of this Agreement shall be amended with immediate effect (without the need for the parties to enter into any amendment agreement) such that the parties obligations shall be deemed to apply insofar as is reasonably practicable and in a manner which is commensurate with the Acquisition being implemented by means of a Takeover Offer in place of the Scheme. 4.3 Bidco agrees to: (a) (b) promptly provide Paysafe with all such information about itself and its directors as may reasonably be requested and which is required by Paysafe (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law) and to provide all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, Bidco and its relevant advisers; and procure that the Bidco Responsible Persons accept responsibility, in the terms required by the Code, for all the information in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme relating to themselves (and members of their immediate families, related trusts and persons connected with them), Bidco and any of its affiliates, the financing of the Acquisition, information on Bidco s future plans for the Paysafe Group, its management and employees, any statements of opinion, belief or expectation of the Bidco Responsible Persons in relation to the Acquisition following the Effective Date and any other information in the Scheme Document for which a Bidco Director is required to accept responsibility under the Code (the Bidco Information ). 4.4 If, on the Business Day prior to the date set for the Court Hearing, Bidco or any member of the Consortium is aware of any fact, matter or circumstance that would allow any of the Conditions to be invoked, Bidco shall inform Paysafe as soon as reasonably practicable (to the 9

11 extent that Bidco is aware of such fact, matter or circumstance), and Bidco shall use reasonable endeavours to procure that the Court Hearing is postponed for a period of up to five Business Days (or such further period as the parties may agree with the Panel) to allow for the investigation of such fact, matter or circumstance by the Parties and the Panel. Following conclusion of such investigation and in any event prior to the Court Hearing, Bidco shall either confirm that the relevant Condition has (and all Conditions other than the Scheme Approval Condition have) been satisfied or waived or, if permitted by the Panel, invoke the relevant Condition. 4.5 Where the Acquisition is implemented by way of the Scheme: (a) Bidco undertakes that, by no later than 7 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Paysafe either: (i) (ii) confirming the satisfaction or waiver of all Conditions; or confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers such event or circumstances to be sufficiently material for the Panel to permit it to invoke such Condition. 4.6 Bidco shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco to the extent that all the Conditions (other than the Scheme Approval Condition) have been satisfied. 5. SHARE PLANS 5.1 The Parties agree to co-operate with each other in relation to Paysafe s plans in relation to, and communications with, the participants of the Paysafe Share Schemes in accordance with and in compliance with the terms set out in Schedule 2 and Paysafe agrees to promptly provide such details to Bidco in connection with such plans and communications as Bidco may reasonably request. 5.2 The Parties have agreed that certain cash bonuses shall be awarded to certain new joiners to whom LTIP awards would otherwise have been made. These new joiners will be employed in the roles of: (a) (b) (c) (d) (e) Chief Executive Officer of the Paysafe 4 Business (North America); Chief Financial Officer of the Paysafe 4 Business (North America); Vice President of Strategic Planning; Vice President of Customer Research and Intelligence; and Chief Executive Officer of Payolution. 6. DIRECTORS AND OFFICERS INSURANCE 6.1 If and to the extent such obligations are permitted by Law, for six years after the Effective Date, Bidco shall procure that the members of the Paysafe Group honour and fulfil their respective obligations (if any) existing as at the date of this Agreement to indemnify their respective directors and officers and to advance expenses, in each case with respect to matters existing or occurring at or prior to the Effective Date. 10

12 6.2 With effect from the Effective Date, Bidco shall procure the provision of directors and officers liability insurance cover for both current and former directors and officers of the Paysafe Group, including directors and officers who retire or whose employment is terminated as a result of the Acquisition, for acts and omissions up to and including the Effective Date, in the form of runoff cover for a period of six years following the Effective Date. Such insurance cover shall be with reputable insurers and provide cover, in terms of amount and breadth, substantially equivalent to that provided under the Paysafe Group s directors and officers liability insurance as at the date of this Agreement. 7. TERMINATION 7.1 Subject to Clause 7.2 and without prejudice to the rights of either Party that may have arisen prior to termination and except where expressly stated to the contrary the provisions of this Agreement shall terminate with immediate effect and all rights and obligations of the Parties under this Agreement shall cease forthwith in the following circumstances: (a) (b) if the Announcement is not released on or before 8 a.m. on 4 August 2017 (unless prior to that the time the Parties have agreed another time and date in accordance with Clause 2); if the Scheme Document (or Offer Document, as the case may be) and (if different) the document convening the General Meeting does not include the Paysafe Board Recommendation, or Paysafe makes an announcement prior to the publication of such document(s) that: (i) (ii) (iii) the Paysafe Recommending Directors no longer intend to make such recommendation; it will not convene the Court Meeting or the General Meeting; or it intends not to post the Scheme Document or (if different) the document convening the General Meeting; or (c) (d) (e) (f) (g) if the Paysafe Recommending Directors otherwise withdraw, adversely modify or adversely qualify the Paysafe Board recommendation; if the Scheme (or the Takeover Offer as the case may be) is withdrawn or lapses (other than where such lapse or withdrawal is a result of the exercise of the Right to Switch or is otherwise to be followed soon after by a Rule 2.7 announcement made by Bidco or a person acting in concert with Bidco, to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); if the Scheme has not become effective by the Long Stop Date (other than as a result of the exercise of the Right to Switch or where the Long Stop Date is to be followed soon after by a Rule 2.7 announcement made by Bidco or a person acting in concert with Bidco, to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); if the Resolutions are not passed at either or both the Court Meeting or the General Meeting; or if agreed in writing between the Parties. 7.2 Termination of this Acquisition shall be without prejudice to the rights of the parties which have arisen prior to termination, including any claim in respect of a breach of this Agreement. 7.3 Clauses 1, 8, 11 and 12 shall survive termination of this Agreement. 11

13 8. REPRESENTATIONS AND WARRANTIES 8.1 Bidco warrants to Paysafe and Paysafe warrants to Bidco on the date of this Agreement that: (a) (b) (c) it has the requisite power and authority to enter into and perform its obligations under this Agreement; this Agreement constitutes its binding obligations in accordance with its terms; the execution and delivery of, and performance of its obligations under, this Agreement will not: (i) (ii) (iii) result in a breach of any provision of its constitutional documents; result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 8.2 No Party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 9. ACCELERATION OF SHARE CONSIDERATION Paysafe undertakes to use its reasonable endeavours to exercise or procure the exercise of (as the case may be): (a) (b) the discretion of the Paysafe board of directors to accelerate the Redemption Date of the Class A Exchangeable Shares pursuant to the definition of the Redemption Date in Sub-section 1.1 of the Articles; and the Redemption Call Right to exchange the Class A Exchangeable Shares held by each holder of such shares for the Redemption Consideration pursuant to Sub-sections 6.6 and 6.7 of the Articles, such that no Class A Exchangeable Shares remain outstanding at the date which is five Business Days prior to the Effective Date. 10. TAKEOVER CODE 10.1 Nothing in this Agreement shall in any way limit the parties obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement Nothing in this Agreement shall oblige Paysafe or the Paysafe Recommending Directors to recommend a Takeover Offer or a Scheme proposed by Bidco, the Consortium, or any of their affiliates The parties agree that, if the Panel determines that any provision of this Agreement that requires Paysafe to take or not to take any action, whether as a direct obligation or as a condition to any other person s obligations (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded Without prejudice to the representations and warranties given by the parties pursuant to clause 8 above, nothing in this Agreement shall be taken to restrict the directors of any member of 12

14 Paysafe or Bidco from complying with Laws, orders of court or regulations, including the Code, the Listing Rules and the rules and regulations of the Panel and the UK Listing Authority. 11. MISCELLANEOUS PROVISIONS 11.1 Assignment No Party may assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of this Agreement or sub contract or delegate in any manner whatsoever its performance under this Agreement (each of the above a dealing ) and any such purported dealing in contravention of this Clause 11.1 shall be ineffective Severance/unenforceable provisions If any provision or part of this Agreement is void or unenforceable due to any applicable law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect Variation No variation to this Agreement shall be effective unless made in writing (which for this purpose, does not include ) and executed by each of the Parties. The expression variation includes any variation, supplement, deletion or replacement, however effected No Partnership Nothing in this Agreement or in any document referred to in it or any action taken by the Parties under it or any document referred to in it shall constitute any of the Parties a partner of any other Entire Agreement (a) (b) This Agreement and the Announcement together represent the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement between the Parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom. Bidco acknowledges that it has received a copy of the Confidentiality Agreement and undertakes to comply with the provisions of the Confidentiality Agreement as if it were a party to it. Each Party confirms that, except as provided in this Agreement, no Party has relied on any undertaking, representation or warranty which is not contained in this Agreement and, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement, no Party shall be under any liability or shall have any remedy in respect of any misrepresentation or untrue statement unless and to the extent that a claim lies under this Agreement Counterparts This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one instrument Notices 13

15 A notice, approval, consent or other communication in connection with this Agreement must be in writing and must be left at the address of the addressee, or sent by pre-paid registered post to the address of the addressee or sent by to the address of the addressee which is specified in this Clause 11.7 or to such other address or address as may be notified by such addressee by giving notice in accordance with this Clause The address and address of each Party is: (a) in the case of Bidco: Address: 35 Great St Helen s, London, EC3A 6AP, England address: For the attention of: Greg Blank, Juan Monge With a copy to: Address: Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF address: richard.butterwick@lw.com; david.walker@lw.com and kem.ihenacho@lw.com For the attention of: Richard Butterwick, David Walker and Kem Ihenacho (b) in the case of Paysafe: Address: 3 rd Floor, Queen Victoria House, Victoria Street, Douglas, IM1 2LF, Isle of Man address: Elliott.Wiseman@paysafe.com For the attention of: Elliott Wiseman With a copy to: Maegen Morrison, Don McGown and John Connell Address: Hogan Lovells International LLP, 50 Holborn Viaduct, London EC1A 2FG address: maegen.morrison@hoganlovells.com; don.mcgown@hoganlovells.com and john.connell@hoganlovells.com For the attention of: Maegen Morrison, Don McGown and John Connell (c) A notice given under Clause 11.7 shall conclusively be deemed to have been received one Business Day after posting, if sent by registered mail, at the time of delivery if delivered personally and when despatched (subject to confirmation of delivery by a delivery receipt) if sent by Waivers, rights and remedies (a) (b) The rights and remedies provided for in this Agreement are cumulative and not exclusive of any other rights or remedies, whether provided by Law or otherwise. No failure to exercise, or delay in exercising, any right under this Agreement or provided by Law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by Law shall not preclude any further exercise of it. 14

16 (c) Without prejudice to any other rights or remedies that the other Party may have, each Party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of this Agreement and that accordingly the other Party may be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement by any Party and no proof of special damages shall be necessary for the enforcement by any Party of the rights under this Agreement to the requesting parties Further assurances Each Party shall (and shall procure that members of its group shall and shall use reasonable endeavours to procure that any necessary third party shall) execute such documents and do such acts and things as the requesting party may reasonably require for the purpose of giving the full benefit of this Agreement to the requesting party Costs and expenses Unless a Clause of this Agreement specifically provides otherwise, each Party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it Rights of Third Parties No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Party to this Agreement. 12. GOVERNING LAW AND JURISDICTION 12.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including noncontractual disputes or claims) shall be governed by and construed in accordance with English law Each Party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including noncontractual disputes or claims) Each Party irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction. 15

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66 SCHEDULE 2 SHARE PLAN PROPOSALS 1. OPERATION OF PAYSAFE SHARE SCHEMES PRIOR TO THE EFFECTIVE DATE (a) Bidco acknowledges and agrees that, prior to the Effective Date, the directors of Paysafe (and, where appropriate, the Paysafe Remuneration Committee or its delegate(s)) may operate the Paysafe Share Plans in accordance with the rules of the relevant Paysafe Share Plans and Paysafe s normal practice which may be modified as the Paysafe Remuneration Committee reasonably considers appropriate to take account of any change in regulation, and always subject to Rule 21.1 of the Code. For the avoidance of doubt, operate includes: (i) (ii) (iii) satisfying the vesting, exercise and release of the Outstanding Awards in accordance with the rules of the relevant Paysafe Share Plans by issuing new shares, transferring (or directing the transfer of) market purchase or treasury shares or paying cash of equivalent value; determining the treatment of awards for leavers in accordance with the rules of the relevant Paysafe Share Plans; and making any amendments to the plan rules which under the plan rules would not have required the approval of Paysafe s shareholders and which are necessary to implement the Scheme, obtain or maintain favourable tax treatment for participants in the Paysafe Share Plans or for Paysafe or facilitate the administration of the Paysafe Share Plans, provided that any proposed amendments to the plan rules are notified in advance to Bidco. 2. TREATMENT OF AWARDS IN CONNECTION WITH THE ACQUISITION (a) Set out below are the outstanding options and awards under the Paysafe Share Plans or other employee incentive arrangements as at 28 July 2017 (the Outstanding Awards ): Paysafe Share Plan Number of Paysafe Shares subject to outstanding options / awards Paysafe LTIPs 10,081,671 Paysafe ESOS 608,040 Paysafe Sharesave Plans excluding the Inve$t NA sub-plan 631,384 Total 11,321,095 (b) Other than the Outstanding Awards, as at 28 July 2017, there are no other outstanding options or equity compensation awards under the Paysafe Share Plans and there are no equity incentive arrangements applicable to Paysafe apart from the Paysafe Share Plans. 17

67 (c) Bidco acknowledges and agrees that the Paysafe Remuneration Committee may determine the treatment of outstanding awards under the Paysafe Share Plans prior to the Effective Date in accordance with the rules of the applicable plan and, where relevant, Paysafe s directors remuneration policy. Bidco further acknowledges and agrees that in accordance with the rules of the relevant Paysafe Share Plan and, where relevant, Paysafe s directors remuneration policy, outstanding awards which are unvested or not exercisable immediately before the Sanction Hearing will vest, be released or become exercisable at the time of the Sanction Hearing as determined by the Paysafe Remuneration Committee, and on the basis that the vesting of awards granted under the Paysafe LTIPs will not be subject to time pro-rating; (d) (e) (f) Bidco agrees it shall offer a one-off cash payment to participants in the Paysafe Sharesave Plans who exercise their options conditional on the Court sanction of the Scheme prior to the Scheme Record Time of an amount equal to the value of the shares which such participants would have received had they been able to make savings under the Paysafe Sharesave Plans for 6 further months after the last month for which savings are made prior to the Court Sanction Date. In respect of participants in the Paysafe UK Sharesave Plan such payment will be made on a net of income tax and national insurance basis (and Bidco will account to the relevant employer for income tax, employee s and employer national insurance on a grossed up basis). Bidco agrees it shall offer a one-off payment to participants in the Inve$t NA sub-plan in respect of the matching shares which would have been acquired by participants acquired partnership shares in the 6 months after the last month for which matching shares are awarded prior the Court Sanction Date; Bidco will make a cash cancellation proposal to participants with tax-advantaged options granted less than three years before the Court sanction of the Scheme under the Paysafe ESOS equal, on a net of tax basis, to the profit which such participants would have received on an exercise of their options with tax-advantaged treatment; and Paysafe and Bidco agree that the Scheme Record Time shall be such time after the day of the Sanction Hearing as shall allow those participants in Paysafe Share Plans who acquire Paysafe Shares on or before the day of the Sanction Hearing to have those Paysafe Shares acquired by Bidco through the Scheme. 3. EMPLOYEE BENEFIT TRUSTS (a) As at 28 July 2017, the only assets held by the Paysafe International Sharesave Employees Share Trust incorporated 13 June 2016 (the International Trust ) are 5,987 shares which Paysafe will recommend to the trustees of the International Trust will be used to satisfy matching share awards under the Inve$t NA sub-plan and cash savings held pursuant to the rules of the Paysafe International Sharesave Plan. (b) As at 28 July 2017, the trustee of the Paysafe Employee Share Trust incorporated 20 June 2016 (the Onshore Trust ) held 28,224 shares in the capacity of nominee for participants in the Inve$t NA sub-plan and contributions on behalf of such participants until such time as they are applied to purchase additional partnership shares pursuant to the Inve$t NA sub-plan. (c) Paysafe confirms that as at 28 July 2017, there are no loans outstanding between any Group Company and either the International Trust or the Onshore Trust and no such loans will be entered into prior to the Effective Date without the prior consent of BidCo. 18

68 4. CHANGE OF CONTROL BONUSES There are no bonuses, payments or acceleration of bonuses or payments which shall become payable in connection with the Acquisition (for the avoidance of doubt, the pro ration of the Company s existing annual performance awards (payable after year end in the ordinary course for the financial year 2017) in accordance with existing criteria, shall not be deemed an Acquisition related bonus). 5. RULE 15 COMMUNICATIONS AND ARTICLES (a) Paysafe agrees it shall: (i) (ii) prepare, in a form to be agreed between Paysafe and Bidco, letters (which may be in electronic form) to be sent jointly from Paysafe and Bidco to participants in the Paysafe Share Plans; and arrange the delivery of such letters at the same time as, or as soon as reasonably practicable after, the posting of the Scheme Document (or such later time as the parties and the Takeover Panel may agree). (b) Paysafe and Bidco agree the Resolutions shall include a resolution proposing an amendment to the Paysafe articles of association by the adoption and inclusion of a new article under which any Paysafe Shares issued or transferred after the General Meeting shall either be subject to the Scheme or (if after the Effective Date) shall be immediately transferred to Bidco (or as it may direct) in exchange for the same consideration to be paid by Bidco as is due under the Scheme. 19

69 behalf of LIMITED

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