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Item 1.01
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Entry into a Material Definitive Agreement
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Business Combination Agreement
On December 2, 2021, Apollo
Strategic Growth Capital (“APSG” or the “Company”) entered into a Business Combination Agreement
(the “Business Combination Agreement”) with GBT JerseyCo Limited, a company limited by shares incorporated under the
laws of Jersey (“GBT”), pursuant to which, among other things and subject to the terms and conditions contained in
the Business Combination Agreement, GBT will become a direct subsidiary of APSG, with APSG being renamed “Global Business Travel
Group, Inc.” (“PubCo”) and conducting its business through GBT in an umbrella partnership-C corporation structure
(an “Up-C structure”). Upon the consummation of the business combination transactions contemplated by the Business
Combination Agreement (such transactions, the “Business Combination”, and such consummation, the “Closing”),
the existing shareholders of GBT (other than any holders of GBT MIP Shares (as defined below)) (the “Continuing JerseyCo Owners”)
will together acquire a majority voting interest in PubCo and maintain a majority economic interest in GBT, and the existing shareholders
of APSG will own a minority voting interest in PubCo and an indirect minority economic interest in the GBT business.
Business Combination
Pursuant to, and in
accordance with the terms, and subject to the conditions, of the Business Combination Agreement, APSG will change its jurisdiction
of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies
Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as
amended (the “DGCL”) (such domestication, the “Domestication”).
Upon the effectiveness of the Domestication, (a) each issued and outstanding Class A ordinary share of APSG (“Acquiror
Cayman Class A Ordinary Share”) will automatically convert into one share of Class A common stock of APSG (“Domesticated
Acquiror Class A Common Stock”); (b) each issued and outstanding Class B ordinary share of APSG (“Acquiror
Cayman Class B Ordinary Share,” and together with Acquiror Cayman Class A Ordinary Shares, “Acquiror
Cayman Shares”) will automatically convert into one share of Class X common stock of APSG (“Domesticated
Acquiror Class X Common Stock”); (c) each issued and outstanding warrant to purchase one Acquiror Cayman Class A
Ordinary Share (“Acquiror Cayman Warrant”) will automatically convert
into one warrant to purchase one share of Domesticated Acquiror Class A Common Stock (“Domesticated
Acquiror Warrant”); and (d) each issued and outstanding unit of APSG (“Acquiror
Cayman Unit”) will separate automatically into one share of Domesticated Acquiror Class A Common Stock and one-third of
one Domesticated Acquiror Warrant. In addition, pursuant to the Certificate of Incorporation of PubCo substantially in the form
attached as Exhibit A to the Business Combination Agreement, which is filed as Exhibit 2.1 hereto (the “Proposed
Charter”), upon the Closing, each share of Domesticated Acquiror Class X Common Stock will automatically convert into
one share of Domesticated Acquiror Class A Common Stock.
As a result of the foregoing
conversions and in connection with the Closing, the holders of Acquiror Cayman Shares (the “Acquiror Cayman Shareholders”)
will maintain their economic and voting rights in PubCo in the form of Domesticated Acquiror Class A Common Stock. The Continuing JerseyCo
Owners, who currently hold voting ordinary shares and non-voting ordinary shares of GBT (collectively, “GBT Ordinary Shares”),
preferred shares of GBT (subject to the immediately following sentence) (the “GBT Preferred Shares”) and profit shares
of GBT (the “GBT Profit Shares”), will receive voting rights in PubCo in the form of Class B common stock of PubCo
(“Domesticated Acquiror Class B Common Stock”) and will maintain their economic rights (but have only certain limited
voting rights as described below under “Proposed Organizational Documents”) in GBT in the form of equity interests of GBT
following the Closing designated as “B Ordinary Shares” (“OpCo B Ordinary Shares”). Pursuant to the Business
Combination Agreement, at or prior to the Closing, each GBT Preferred Share will be redeemed and cancelled, and, in consideration therefor,
the holders of GBT Preferred Shares will receive, at the option of GBT, in its sole discretion, (i) cash in accordance with the terms of
GBT’s memorandum of association and articles of association as in effect immediately prior to the Closing or (ii) a number of voting
ordinary shares of GBT equal to the amount of cash that such holders of GBT Preferred Shares would have received pursuant to clause (i)
above divided by $10.00 or (iii) a combination of the consideration described in clause (i) and (ii). Further, (a) any non-voting management
incentive plan shares of GBT (“GBT MIP Shares”) will be redeemed and cancelled and, in consideration therefor, at the
option of GBT (but subject to the prior written consent of APSG (not to be unreasonably withheld, conditioned or delayed)), the holders
thereof will receive either (i) cash equal to the fair market value of such GBT MIP Shares (as determined by the board of directors of
GBT) or (ii) a number of shares of Domesticated Acquiror Class A Common Stock and OpCo C Ordinary Shares (as defined below); and (b) each
option to purchase GBT MIP Shares (each, a “GBT MIP Option”) that is outstanding immediately prior to the Closing,
whether vested or unvested, will be equitably converted based on a deemed $10.00 price per share of Domesticated Acquiror Class A Common
Stock into an option to purchase shares of Domesticated Acquiror Class A Common Stock on substantially the same terms and conditions as
are in effect with respect to such GBT MIP Option immediately prior to the Closing (each, an “Acquiror Option”) in
a manner determined by GBT in consultation with APSG and consistent with certain U.S. tax regulations.
In addition, in connection with
the Closing, PubCo will acquire and hold all equity interests of GBT designated as “A Ordinary Shares” (“OpCo
A Ordinary Shares”), which will have pro rata economic rights and all of the voting rights in GBT (subject to certain limited
rights of the OpCo B Ordinary Shares described below under “Proposed Organizational Documents”), and one non-redeemable “Z
Ordinary Share” (“OpCo Z Ordinary Share”), which will have no economic or voting rights in GBT, in exchange for
a purchase price equal to the sum of (a) the amount of cash available in APSG’s trust account following the Special Meeting (as
defined below), after deducting the amount required to satisfy any redemptions by existing APSG shareholders and the amount required to
satisfy any unpaid transaction expenses, plus the amount of APSG’s cash on hand (outside of the trust account) immediately prior
to the Closing, plus (b) the aggregate amount of the PIPE Investment (as defined below), plus (c) the amount of cash actually drawn under
any debt financing obtained by APSG (excluding any loans or other indebtedness or transaction expenses repaid at or prior to the Closing
in connection with the transactions contemplated by the Business Combination Agreement, the “Transactions”)) prior
to or at the Closing, plus (d) the Acquiror Class B Common Stock Purchase Price (as defined below) (the “Acquiror Subscribed
Ordinary Shares Purchase Price”).
The number of OpCo B
Ordinary Shares (and corresponding shares of Domesticated Acquiror Class B Common Stock) and shares of Domesticated Acquiror Class A
Common Stock (including those underlying the Acquiror Options) issued to the Continuing JerseyCo Owners and former holders of GBT
MIP Shares and GBT MIP Options, as well as any Domesticated Acquiror Class A Common Stock issued upon the exercise of any Acquiror
Options (as may be permitted by GBT or PubCo) or upon the exchange of any OpCo B Ordinary Shares pursuant to the Exchange Agreement
(as described below), are subject to certain adjustments (the “Egencia
Adjustments”) in connection with the post-closing equity adjustment (the “Post-Closing
Equity Adjustment”) required under the Equity Contribution Agreement, dated as of August 11, 2021, by and among
Expedia, Inc., GBT and Juweel Investors Limited entered into in connection with GBT’s acquisition of the Egencia business from
an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”),
if the final determination of the Post-Closing Equity Adjustment has not occurred prior to the Closing; provided, that if GBT and
Expedia agree to settle, and do in fact settle, any Post-Closing Equity Adjustment, in whole, for an amount in cash of $5 million or
less, then no adjustment will be made.
Earnout
Pursuant to the Business
Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred
Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options (“GBT
Legacy MIP Options”) will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity
interests of GBT following the Closing designated as “C Ordinary Shares” (“OpCo
C Ordinary Shares”), which will, upon certain post-Closing events described below occurring within five years from
Closing (such period, the “Earnout Period”), (a) in the case of the
former holders of GBT Ordinary Shares, GBT Preferred Shares and GBT Profit Shares, be converted and re-designated into OpCo B
Ordinary Shares, with PubCo issuing such holders shares of Domesticated Acquiror Class B Common Stock, or (b) in the case of holders
of GBT MIP Shares and GBT Legacy MIP Options, be redeemed and cancelled, with the holders thereof receiving shares of Domesticated
Acquiror Class A Common Stock (clauses (a) and (b), each an “Earnout Achievement
Distribution”). If, within the Earnout Period, the volume-weighted average price (the “VWAP”)
of Domesticated Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30
consecutive trading days, holders of OpCo C Ordinary Shares will receive their applicable Earnout Achievement Distribution with
respect to 50% of their OpCo C Ordinary Shares. If, within the Earnout Period, the VWAP of Domesticated Acquiror Class A Common
Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days, holders of OpCo C
Ordinary Shares will receive their applicable Earnout Achievement Distribution with respect to the remaining 50% of their OpCo C
Ordinary Shares. The earnout may also be deemed triggered if certain consideration thresholds are satisfied in connection with the
occurrence of certain change of control events during the Earnout Period. To the extent that the aforementioned triggering events do
not occur within the Earnout Period, the applicable OpCo C Ordinary Shares will be forfeited and cancelled for no consideration. The
Domesticated Acquiror Class A Common Stock price targets and the number of shares of Domesticated Acquiror Class A Common Stock,
shares of Domesticated Acquiror Class B Common Stock and OpCo B Ordinary Shares will be equitably adjusted for stock splits, reverse
stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes
or transactions with respect to the OpCo B Ordinary Shares, shares of Domesticated Acquiror Class B Common Stock and Domesticated
Acquiror Class A Common Stock occurring after the Closing.
Representations, Warranties
and Covenants
The
parties to the Business Combination Agreement have made customary representations and warranties in the Business Combination Agreement.
The parties have also made customary covenants in the Business Combination Agreement that apply to the pre-Closing period, including,
among others, covenants with respect to (a) the conduct of business of GBT and its subsidiaries, on the one hand, and APSG, on the other
hand, (b) compliance with the notification and reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), (c) APSG’s submission of an informal briefing paper to the United Kingdom Investment
Security Unit in relation to approval of the Transactions under the National Security and Investment Act 2021 (United Kingdom) (the “NSIA”)
and notification of the U.K. Secretary of State of the Transactions in accordance with section 14(1) of the NSIA, (d) the non-solicitation
by either party of any proposal or offer from any third party relating to a potential competing transaction. The representations, warranties
and covenants to be performed at or prior to the Closing will not survive the Closing and (e) GBT’s reasonable best efforts to enter into definitive agreements with Amex Holdco in respect of certain commercial arrangements.
In addition, APSG and GBT will
jointly prepare, and APSG will file with the Securities and Exchange Commission (the “SEC”), mutually acceptable materials
which will include the proxy statement (the “Proxy Statement”) relating to the special meeting of APSG’s shareholders
in connection with the Transactions (the “Special Meeting”), and the Registration Statement on Form S-4 with respect
to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Domesticated Acquiror
Class A Common Stock (the “Registration Statement”) and including the Proxy Statement, which will be included as a
prospectus (the “Proxy Statement/Registration Statement”). APSG agreed to, through its board of directors, recommend
to the Acquiror Cayman Shareholders that they approve each of the proposals to be put forth at the Special Meeting in connection with
the Transactions, including, among others, the approval of the Business Combination Agreement (the “Shareholder Proposals”),
unless the board of directors of APSG has changed its recommendation in accordance with the express terms of the Business Combination
Agreement (a “Modification in Recommendation”).
Conditions to Closing
The
Closing is subject to certain conditions, including, among other things, (i) that the approval of the Shareholder Proposals (other
than any separate or unbundled advisory proposals as are required to implement the Domestication or the changes to Acquiror’s
Certificate of Incorporation or Bylaws) has been obtained; (ii) the expiration or termination of any applicable waiting period under
the HSR Act and receipt of approval from (or a notification or final notification that no further action will be taken by) the U.K.
Secretary of State pursuant to the NSIA (including a notification by the U.K. Secretary of State that no further action will be
taken in relation to the transaction, or final notification by the U.K. Secretary of State that no further action will be taken by
the NSIA in relation to a call-in notice in respect of the transaction); (iii) that the amount of available cash at Closing,
including the amount in APSG’s trust account (net of shareholder redemptions) and the aggregate gross purchase price received
by APSG in connection with the PIPE Investment, is at least $300 million (which is only a condition in favor of GBT, but cannot be
waived without the prior written consent of APSG (such consent to not be unreasonably withheld, conditioned or delayed)); (iv)
satisfaction of covenant and representation and warranty bring-down conditions and receipt of certificates from each party
certifying the satisfaction of such conditions; (v) the absence of any law or order that would prohibit or make illegal the
Transactions; (vi) the absence of a Company Material Adverse Effect or an Acquiror Material Adverse Effect (as each is defined in
the Business Combination Agreement); (vii) the approval of the listing of Domesticated Acquiror Class A Common Stock on the New York
Stock Exchange; (viii) the effectiveness of the Domestication; (ix) APSG’s net tangible assets not being less than $5,000,001;
and (x) the effectiveness of the Registration Statement. To the extent permitted by law (and subject to the limitation described in
clause (iii) above), the conditions in the Business Combination Agreement may be waived by the parties thereto.
Termination Rights
The Business Combination Agreement
may be terminated by either APSG or GBT at any time prior to Closing as follows: (a) by mutual written consent of APSG and GBT; (b) by
either APSG or GBT if any applicable government entity enacted, issued, promulgated, enforced or entered any order which has become final
and non-appealable and has the effect of enjoining or prohibiting the consummation of the Business Combination, or if a law is adopted
that permanently makes consummation of the Business Combination illegal or otherwise prohibited; (c) by either APSG or GBT if approval
of the Shareholder Proposals is not obtained by reason of the failure to obtain the required vote at the Special Meeting or any adjournment
or postponement thereof; (d) by GBT prior to APSG obtaining approval of the Shareholder Proposals at the Special Meeting if there has
been a Modification in Recommendation; (e) by either APSG or GBT if the other party breaches any of its representations, warranties, covenants
or agreements such that the conditions to Closing relating to the representations, warranties and covenants of such other party would
not be satisfied at the Closing (subject to a cure period), so long as the terminating party is not then in material breach of its representations,
warranties, covenants or agreements such that the conditions to the obligations of the other party would not be satisfied at the Closing;
or (f) by either APSG or GBT if the Closing has not occurred on or before August 2, 2022.
The foregoing description of
the Business Combination Agreement and the proposed Business Combination is not complete and is qualified in its entirety by reference
to the Business Combination Agreement, which is attached as Exhibit 2.1 to this Current Report and incorporated herein by reference. The
Business Combination Agreement contains representations, warranties and covenants that the parties made to each other as of the date of
the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants
were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide
investors with information regarding its terms and is not intended to provide any other factual information about APSG, GBT or any other
person or entity. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement,
which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties
to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified
by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any
party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of
the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter
of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent
information may or may not be fully reflected in APSG’s public disclosures.
Proposed Organizational
Documents
Following the Closing, the
rights of holders of Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class B Common Stock will be governed by
the Proposed Charter and the Bylaws of PubCo (substantially in the form attached as Exhibit B to the Business Combination Agreement,
which is filed as Exhibit 2.1 hereto (the “Proposed Bylaws”)). The
Proposed Charter contains provisions related to the Egencia Adjustments and exchanges under the Exchange Agreement (as defined
below). Pursuant to the Proposed Charter, PubCo will elect not to be governed by Section 203 of the DGCL. The Proposed Charter will,
however, include provisions similar to Section 203 of the DGCL that generally prohibit PubCo from engaging in any of a broad range
of business combinations with an interested stockholder for a period of three years following the date on which the stockholder
becomes an interested stockholder, unless (i) such person became an interested stockholder as a result of a transaction approved by
the PubCo board of directors (other than the Business Combination), (ii) such person acquired at least 85% of PubCo’s voting
stock (excluding shares owned by officers and directors of PubCo and employee stock plans) in the transaction by which such person
became an interested stockholder or (iii) such transactions are approved by the PubCo board of directors and the affirmative vote of
at least two-thirds of PubCo’s outstanding voting stock (other than such stock owned by the interested stockholder). In
general, a person and its affiliates and associates will be an “interested stockholder” under the Proposed Charter if
such person (a) holds at least 15% of PubCo’s voting stock or is an affiliate or associate of PubCo and (b) held at least 15%
of PubCo’s voting stock at any time during the three-year period preceding the date on which it is sought to be determined
whether such person is an interested stockholder; however, a person that acquires greater than 15% of PubCo’s voting stock
solely as a result of actions taken by PubCo will not be an interested stockholder unless such person thereafter acquires additional
shares of voting stock other than as a result of further corporate action not caused by such person. Further, the foregoing restrictions will not apply if the business combination is with a person who became an interested stockholder as
a result of the Business Combination (provided such person does not acquire more than an additional 1% of the outstanding shares of PubCo’s
voting stock after the date of the Closing). The Proposed Charter generally contains customary provisions for the
certificate of incorporation of a publicly traded company, including provisions for a classified board of directors. The Proposed
Bylaws generally contain customary provisions for the bylaws of a publicly traded company.
Following the Closing, the rights
of holders of OpCo Ordinary Shares will be governed by the Fourth Amended & Restated Memorandum of Association of GBT and the Third
Amended & Restated Articles of Association of GBT, substantially in the forms attached as Exhibit F and Exhibit G, respectively, to
the Business Combination Agreement, which is filed as Exhibit 2.1 hereto (collectively, the “GBT Amended and Restated M&A”).
The GBT Amended and Restated M&A will, among other things, modify GBT’s capital structure by reorganizing the different classes
of shares currently held by the shareholders of GBT into new OpCo B Ordinary Shares and authorizing new OpCo A Ordinary Shares (which
will be issued to PubCo), OpCo C Ordinary Shares (which will be issued to the Continuing JerseyCo Owners and certain other persons as
described above) and the OpCo Z Ordinary Share (which will be issued to PubCo). OpCo A Ordinary Shares will be substantially the same
as OpCo B Ordinary Shares, except that only OpCo A Ordinary Shares, all of which will be held by PubCo, will have the right to vote on
matters on which members of GBT generally are entitled to vote, including in the election of the board of directors of GBT. By contrast,
OpCo B Ordinary Shares and OpCo C Ordinary Shares will have the right to vote only on specific matters as to which they are entitled to
vote as a separate class under Jersey law. Pursuant to the Shareholders Agreement (as defined below), however, the Continuing JerseyCo
Owners will appoint PubCo as their attorney-in-fact to, among other things, execute (x) written resolutions in their capacities as holders
of OpCo B Ordinary Shares and OpCo C Ordinary Shares, as applicable, and (y) instruments appointing PubCo as their proxy to vote such
shares, in each case on all such matters as to which a vote or written resolution of the holders of such shares is required by law, other
than matters that relate specifically and solely to the rights, priorities and privileges of the OpCo B Ordinary Shares or the OpCo C
Ordinary Shares, as applicable, or matters that have a disproportionate adverse effect on the OpCo B Ordinary Shares or the OpCo C Ordinary
Shares, as applicable, as compared to any other class or series. The GBT Amended and Restated M&A will contain corollary provisions
giving effect to these arrangements. The OpCo Z Ordinary Share does not have the right to vote and is non-redeemable by GBT under the
GBT Amended and Restated M&A.
The foregoing descriptions of
the Proposed Charter, Proposed Bylaws and GBT Amended and Restated M&A do not purport to be complete and are qualified in their entirety
by the forms thereof, which are attached as Exhibit A, Exhibit B, Exhibit F and Exhibit G, respectively, to the Business Combination Agreement,
which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference.
PIPE Subscription Agreements
On
December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements
(the “PIPE Subscription Agreements”) with certain strategic and institutional investors, including the Sponsor (as
defined below) (collectively, the “PIPE Investors”), pursuant to which, among other things, and on the terms and subject
to the conditions set forth therein, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell
to such PIPE Investors, immediately prior to the Closing, an aggregate of 33,500,000 shares of Domesticated Acquiror Class A Common Stock
at a cash purchase price of $10.00 per share for an aggregate purchase price equal to $335 million (the “PIPE Investment”).
Of the 33,500,000 shares of Domesticated Acquiror Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements, the
Sponsor has agreed to purchase 2,000,000 shares of Domesticated Acquiror Class A Common Stock on the same terms and conditions as the
other PIPE Investors at a price of $10.00 per share. The PIPE Subscription Agreements contain customary representations, warranties, covenants
and agreements of the Company and the PIPE Investors and are subject to customary closing conditions, including the substantially concurrent
consummation of the Business Combination.
Pursuant to the PIPE Subscription
Agreements, PubCo is required to submit or file with the SEC, within (i) 30 calendar days after the Closing or (ii) 90 calendar days following
PubCo’s most recent fiscal year end if audited financials for the year ended December 31, 2021 are required to be included, a registration
statement on Form S-1 or Form S-3, as applicable (“Shelf”), covering the resale of the Domesticated Acquiror Class
A Common Stock issued pursuant to the PIPE Subscription Agreements and to use its commercially reasonable efforts to have such Shelf declared
effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 90 calendar days
if the SEC notifies PubCo that it will “review” the Shelf) after the filing thereof and (ii) the 10th business day after the
date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf will not be “reviewed” or will
not be subject to further review. The PIPE Subscription Agreements will terminate and be void with no further force or effect upon the
earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (b) the
mutual written agreement of the parties to the PIPE Subscription Agreement and GBT; or (c) if the applicable PIPE Investment has not been
consummated within 10 months after the date thereof, other than as a result of breach by the terminating party.
The foregoing description of
the PIPE Subscription Agreements is not complete and is qualified in its entirety by reference to the Form of PIPE Subscription Agreement,
which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Subscription and Distribution
Agreements
Acquiror Class B Common Stock
Subscription Agreement
In connection with the Business
Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “Acquiror Class B Common Stock Subscription
Agreement”) pursuant to which PubCo will issue and sell to GBT, and GBT will subscribe for and purchase from PubCo, shares of
Domesticated Acquiror Class B Common Stock (the “GBT Subscription”) in exchange for the amount which equals the product
of (a) $0.0001 per share and (b) the aggregate number of shares of Domesticated Acquiror Class B Common Stock to be subscribed for by
GBT (the “Acquiror Class B Common Stock Purchase Price”).
Acquiror Subscribed Ordinary
Shares Subscription Agreement
In connection with the Business
Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “Acquiror Subscribed Ordinary Shares Subscription
Agreement”) pursuant to which GBT will issue and sell to PubCo, and PubCo will subscribe for and purchase from GBT, OpCo A Ordinary
Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price.
Acquiror Class B Common Stock
Distribution Agreement
In connection with the Business
Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “Acquiror Class B
Common Stock Distribution Agreement”) pursuant to which, following the GBT Subscription, GBT will distribute to the Continuing
JerseyCo Owners, and each Continuing JerseyCo Owner will accept from GBT, the shares of Domesticated Acquiror Class B Common Stock that
GBT acquired in connection with the GBT Subscription, in partial consideration for the redemption and cancellation of the GBT Ordinary
Shares held by the Continuing JerseyCo Owners.
The foregoing descriptions of
the Acquiror Class B Common Stock Subscription Agreement, Acquiror Subscribed Ordinary Shares Subscription Agreement and Acquiror Class
B Common Stock Distribution Agreement are not complete and are qualified in their entirety by reference to the forms of such agreements,
which are attached as Exhibit J, Exhibit K and Exhibit L, respectively, to the Business Combination Agreement, which is filed as Exhibit
2.1 to this Current Report and incorporated herein by reference.
Sponsor Support Agreement
In connection with the Business
Combination Agreement, on December 2, 2021, APSG Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”),
members of the board of directors and management of APSG (the “Insiders”) and GBT entered into a support agreement
(the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each Insider agreed to,
among other things, vote or cause to be voted, all of the Acquiror Cayman Shares beneficially owned by it, at the Special Meeting: (i)
in favor of all the Shareholder Proposals, (ii) against any competing transaction, (iii) against any change in the business, management
or board of directors of APSG that would reasonably be expected to adversely affect the ability of APSG to consummate the Transactions
or is otherwise inconsistent with any obligation of APSG under the Business Combination Agreement, and (iv) against any other proposal,
agreement or action that would reasonably be expected to (a) impede, frustrate, prevent or nullify, or materially delay or materially
impair the ability of APSG to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents,
(b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty
or other obligation or agreement of APSG under the Business Combination Agreement or result in a breach of any covenant, representation
or warranty or other obligation or agreement of the Sponsor or the Insiders contained in the Sponsor Support Agreement. The Sponsor and
each Insider also agreed not to redeem any of the Acquiror Cayman Shares beneficially owned by them in connection with the Transactions
or sell any of their Acquiror Cayman Shares, Acquiror Cayman Units or Acquiror Cayman Warrants (other than to certain permitted transferees)
during the pre-Closing period. Further, the Sponsor and each Insider have agreed to comply with certain provisions of the Business Combination
Agreement, including the provisions regarding non-solicitation, confidentiality and publicity, as if they were APSG with respect to such
provisions, and to execute and deliver all documents and take all actions reasonably necessary by them for APSG to comply with its obligations
relating to regulatory approvals in the Business Combination Agreement.
The foregoing description of
the Sponsor Support Agreement is not complete and is qualified in its entirety by reference to the Sponsor Support Agreement, which is
attached as Exhibit 10.2 to this Current Report and incorporated herein by reference.
Sponsor Side Letter
In connection with the Business
Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “Sponsor
Side Letter”). Pursuant to the Sponsor Side Letter, the Sponsor and each Insider has agreed not to transfer (other than to certain
permitted transferees) (i) any shares of Domesticated Acquiror Class A Common Stock issued to each of them at the Closing, until the earlier
to occur of (a) one year following the Closing and (b) (x) the date on which the last reported sale price of the Domesticated Acquiror
Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date
on which PubCo completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of PubCo’s
shareholders having the right to exchange their shares for cash, securities or other property; and (ii) any of the Domesticated Acquiror
Warrants (or any shares of Domesticated Acquiror Class A Common Stock issued or issuable upon exercise of the Domesticated Acquiror Warrants)
issued to each of them at the Closing until 30 days after the Closing.
In addition, pursuant to the
Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued
to the Sponsor at the Closing (the “Sponsor Shares”) will immediately vest without restrictions and 6,713,932
of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within five years from Closing (such period,
the “Sponsor Side Letter Vesting Period”). If, within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated
Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days,
3,356,966 of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated
Acquiror Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days,
the remaining 3,356,966 of the unvested Sponsor Shares will vest. The Sponsor Shares may also be deemed vested if certain consideration
thresholds are satisfied in connection with the occurrence of certain change of control events during the Sponsor Side Letter Vesting
Period. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period,
such Sponsor Shares will be forfeited and surrendered to PubCo. The number of shares and the price targets listed above will be equitably
adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations
or other like changes or transactions with respect to the Domesticated Acquiror Class A Common Stock occurring after the Closing.
The foregoing description of
the Sponsor Side Letter is not complete and is qualified in its entirety by reference to the Sponsor Side Letter, which is attached as
Exhibit 10.3 to this Current Report and incorporated herein by reference.
Company Holders Support
Agreement
In connection with the Business
Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “Company
Holders Support Agreement”). Pursuant to the Company Holders Support Agreement, each of the Continuing JerseyCo Owners agreed
to, among other things, during the pre-Closing period, execute, deliver or otherwise grant any action by written consent, special resolution
or other approval, or vote or cause to be voted at any meeting of shareholders of GBT: (i) in favor of any such consent, resolution or
other approval, as may be required under the organizational documents of GBT or applicable law or otherwise sought with respect to the
Business Combination Agreement or the Transactions (including in order to effect the transactions set forth in Section 2.1 of the Business
Combination Agreement) and (ii) against any competing transaction and any other proposal, agreement or action that would reasonably be
expected to (a) prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any
provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being
satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo
Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT
Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period.
Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including
the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver
on the Closing Date, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as
defined below) and the Amended and Restated Registration Rights Agreement (as defined below).
Additionally,
each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing Date (the “UW
Lock-Up Release Date”), any equity securities of PubCo or GBT (subject to certain permitted exceptions); provided, that if the
final determination of the Post-Closing Equity Adjustment has not occurred prior to the expiration of the UW Lock-Up Release Date, then
each Continuing JerseyCo Owner agrees to retain and not transfer at least 5% of each class of securities of each of PubCo and GBT
(subject to certain permitted exceptions) that it receives in connection with the Closing, from the UW Lock-Up Release Date until the
completion of the implementation of the adjustments set forth in the Business Combination Agreement in connection with the Post-Closing
Equity Adjustment.
Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect
of certain commercial arrangements.
The foregoing description of
the Company Holders Support Agreement is not complete and is qualified in its entirety by reference to the Company Holders Support Agreement,
which is attached as Exhibit 10.4 to this Current Report and incorporated herein by reference.
Amended and Restated Registration
Rights Agreement
At the Closing, PubCo, the Sponsor,
the Insiders and the Continuing JerseyCo Owners (collectively, the “Holders”) will enter into an amended and restated
registration rights agreement pursuant to which, among other things, PubCo will agree to register for resale, pursuant to Rule 415 under
the Securities Act, certain shares of Domesticated Acquiror Class A Common Stock and other equity securities of PubCo that are held by
the Holders from time to time (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and
Restated Registration Rights Agreement, PubCo will be required to submit or file with the SEC, within (i) 30 calendar days after the Closing
or (ii) 90 calendar days following PubCo’s most recent fiscal year end if audited financials for the year ended December 31, 2021
are required to be included, a Shelf covering the issuance and the resale of all such registrable securities on a delayed or continuous
basis, and to use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof,
but no later than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies PubCo that it will “review”
the Shelf) after the filing thereof and (ii) the 10th business day after the date PubCo is notified (orally or in writing, whichever is
earlier) by the SEC that the Shelf will not be “reviewed” or will not be subject to further review.
When an effective Shelf is on
file with the SEC, the Sponsor and the Insiders may collectively demand not more than one underwritten shelf takedown per fiscal quarter
and each Continuing JerseyCo Owner may demand not more than one underwritten shelf takedown per fiscal quarter, in each case, subject
to certain customary limitations set forth in the Amended and Restated Registration Rights Agreement, including the right of the underwriters
to limit the number of securities to be included in an underwritten offering and PubCo’s right to delay or withdraw a registration
statement under certain circumstances. The Holders will also be entitled to certain piggyback registration rights and indemnification
rights.
The foregoing description of
the Amended and Restated Registration Rights Agreement is not complete and is qualified in its entirety by reference to the Form of the
Amended and Restated Registration Rights Agreement, which is attached as Exhibit I to the Business Combination Agreement, which is filed
as Exhibit 2.1 to this Current Report and incorporated herein by reference.
Exchange Agreement
At the Closing, PubCo, GBT and
the Continuing JerseyCo Owners will enter into an exchange agreement (the “Exchange Agreement”), giving the Continuing
JerseyCo Owners (or certain of their permitted transferees) the right, on the terms and subject to the conditions of the Exchange Agreement,
to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror
Class B Common Stock) for shares of Domesticated Acquiror Class A Common Stock on a one-for-one basis, subject to customary adjustments
for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of a
committee of PubCo’s board consisting solely of independent and disinterested (with respect to any particular exchange) members
(the “Exchange Committee”), for cash (based on the VWAP of Domesticated Acquiror Class A Common Stock for the five
trading day period ending on the trading day immediately preceding the applicable exchange date). In addition, to preserve the contemplated
Up-C structure, the Exchange Agreement provides that PubCo and GBT will take (or, in some cases, forbear from taking) various actions,
as necessary to maintain a one-to-one ratio between the number of issued and outstanding (x) Domesticated Acquiror Class A Common Stock
(and equivalents) and the OpCo A Ordinary Shares and (y) Domesticated Acquiror Class B Common Stock and the OpCo B Ordinary Shares. For
example, the Exchange Agreement provides that, if PubCo issues or sells additional shares of Domesticated Acquiror Class A Common Stock,
PubCo will contribute the net proceeds of such issuance and sale to GBT, and GBT will issue to PubCo an equal number of OpCo A Ordinary
Shares. Similarly, the Exchange Agreement provides that neither PubCo nor GBT may effect any subdivision or combination of any of its
equity securities unless the other effects an identical subdivision or combination of the corresponding class of its equity securities.
The foregoing description of
the Exchange Agreement is not complete and is qualified in its entirety by reference to the Form of the Exchange Agreement, which is attached
as Exhibit H to the Business Combination Agreement, which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference.
Shareholders Agreement
At
Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A.
(“Amex HoldCo”), Juweel Investors (SPC) Limited (“Juweel”)
and Expedia will enter into a shareholders agreement (the “Shareholders
Agreement”). The Shareholders Agreement will set forth certain agreements with respect to,
among other matters, transfers of equity securities of PubCo and GBT, the governance of PubCo and GBT, tax distributions that GBT
will make to PubCo and the Continuing JerseyCo Owners and certain information rights of the Continuing JerseyCo Owners.
The Shareholders Agreement will
set forth various restrictions, limitations and other terms governing the Continuing JerseyCo Owners’ transfer of equity securities
of PubCo and GBT (other than, in most circumstances, the OpCo A Ordinary Shares). Among other matters, and subject to certain terms, conditions
and exceptions, the Shareholders Agreement generally will prohibit transfers of such equity securities to certain specified restricted
persons, as well as transfers that would violate applicable securities laws or cause GBT to be treated other than as a pass-through entity
for U.S. federal income tax purposes.
The Shareholders Agreement
will specify the initial composition of the PubCo board of directors, effective immediately upon the Domestication and Closing.
PubCo will agree with each Continuing JerseyCo Owner (on a several basis), following the Closing, to take all necessary action
within its control to cause its board to have eleven directors, consisting of the Chief Executive Officer, two Amex HoldCo nominees,
two Juweel nominees, one Expedia nominee and, for as long as the director designated by the Sponsor is serving on the board, four
independent nominees nominated by the board’s nominating and governance committee, and, following the conclusion of the
Sponsor designee’s service on the board, five such nominees. If Amex HoldCo or Juweel ceases to own at least 15% of
PubCo’s issued shares, it will thereafter have the right to nominate only one director, and if any Continuing JerseyCo ceases
to own at least 5% of PubCo’s issued shares, it will thereafter have no right to nominate a director, except that Amex HoldCo
will continue to have the right to nominate director for so long as PubCo is a “controlled entity” under the Bank
Holding Company Act.
The Shareholders Agreement will
also require (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing
JerseyCo Owner for PubCo or its subsidiaries
to take certain actions, including:
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Other than in accordance with the Proposed Charter or pursuant to an issuer tender offer or share
repurchase program that, in each case, was approved by PubCo’s board of directors , the redemption, cancellation or repayment
of PubCo’s or GBT’s equity securities, other than on a pro rata basis;
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Dividends or distributions, other than on a pro rata basis;
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Share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of PubCo or
GBT shares;
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Amendments to GBT’s organizational documents that relate specifically and solely to rights, priorities or privileges of the
OpCo B Ordinary Shares or the OpCo C Ordinary Shares, as applicable, or have a disproportionate adverse effect on such shares as compared
to any other class or series of shares, and do not require a separate class vote of the holders of such shares; or
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Any agreement or commitment to do any of the foregoing.
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In general, the foregoing
approval right of a Continuing JerseyCo Owner will terminate if such Continuing JerseyCo Owner ceases to own at least 10% of the
issued shares of PubCo’s stock; however, an amendment of GBT’s organizational documents of the type described in the
fourth bullet in the preceding sentence will require the approval of any Continuing JerseyCo Owner to which such amendment is
materially adverse, regardless of such Continuing JerseyCo Owner’s percentage ownership of PubCo’s stock at such time.
The foregoing approval rights do not apply to actions that PubCo or JerseyCo undertake to effect an Egencia Adjustment or that they
are authorized to undertake pursuant to the Exchange Agreement.
Each Continuing JerseyCo Owner
will appoint PubCo as its attorney-in-fact to, among other things, execute (x) written resolutions in their capacities as holders of OpCo
B Ordinary Shares and OpCo C Ordinary Shares, as applicable, and (y) instruments appointing PubCo as their proxy to vote such shares,
in each case on all such matters as to which a vote or written resolution of the holders of such shares is required by law, other than
matters that relate specifically and solely to the rights, priorities and privileges of the OpCo B Ordinary Shares or the OpCo C Ordinary
Shares, as applicable, or matters that have a disproportionate adverse effect on the OpCo B Ordinary Shares or the OpCo C Ordinary Shares,
as applicable, as compared to any other class or series.
The Shareholders Agreement will
require GBT to make pro rata cash distributions to GBT’s shareholders, including PubCo, in amounts intended to be sufficient to
enable PubCo to satisfy its liabilities for taxes, as reasonably determined by the board of directors of GBT.
The Shareholders Agreement will
require PubCo and GBT to provide the Continuing JerseyCo Owners, for their financial planning processes, certain financial information
beyond that which PubCo will make available publicly in its periodic reports filed with the Securities and Exchange Commission.
The foregoing description of
the Shareholders Agreement is not complete and is qualified in its entirety by reference to the Form of the Shareholder Agreement, which
is attached as Exhibit C to the Business Combination Agreement, which is filed as Exhibit 2.1 to this Current Report and incorporated
herein by reference.