Consideration Paid to Company Shareholders; Treatment of Company Options
The consideration to be paid to the existing shareholders of the Company will be, in the aggregate, a number of WIL Class A Ordinary
Shares and WIL Class V Ordinary Shares (the Merger Consideration) equal to (a) the quotient obtained by dividing (i) the agreed company equity value of $3,000,000,000 by (ii) ten dollars ($10.00), minus
(b) a number equal to the nearest whole number (rounded up or down, as applicable) obtained by multiplying (i) the number of WIL Class A Ordinary Shares purchased by Cannae Holdings, Inc. (Cannae) pursuant to the
Backstop Agreement (as defined below) divided by sixty-nine million (69,000,000), by (ii) 3,696,429; provided that in no event will the number of shares deducted pursuant to clause (b) exceed 3,696,429. The Company will have the right to
determine the allocation of the aggregate equity consideration as between WIL Class A Ordinary Shares and WIL Class V Ordinary Shares (including the determination that the aggregate equity consideration may consist solely of WIL
Class V Ordinary Shares).
At the effective time of the Merger (the Effective Time), the ordinary shares of the
Company will be converted into the right to receive, in the aggregate, the Merger Consideration.
At the Effective Time, by virtue of the
Merger and without any action on the part of any of the parties or the holder thereof, each Company option under the existing Company equity plan (whether vested or unvested) that is unexpired, unexercised and outstanding as of immediately prior to
the Effective Time shall be substituted with an option, granted under the Omnibus Incentive Plan (as defined in the Business Combination Agreement).
Effect on AAC Ordinary Shares
In
connection with the Business Combination, upon the Domestication (a) each AAC Class A Ordinary Shares, par value $0.0001 per share (the AAC Class A Ordinary Shares), will be converted into one WIL
Class A Ordinary Share, (b) each AAC Class B Ordinary Share, par value $0.0001 per share (the AAC Class B Ordinary Shares), will be converted into one WIL Class A Ordinary Share (subject to
the Class B Forfeiture, as defined below), and (c) each AAC Class C Ordinary Share, par value $0.0001 per share (the AAC Class C Ordinary Shares), will be converted into one WIL Class C
Ordinary Share (subject to the Class C Forfeiture, as defined below).
In connection with the Business Combination, each of
AACs public warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the warrant agreement covering such warrants, automatically and irrevocably be modified to provide that such warrant
will no longer entitle the holder thereof to purchase the amount of AAC Class A Ordinary Shares set forth therein, and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of WIL Class A Ordinary
Shares per warrant on the same terms.
Representations and Warranties, Covenants
Under the Business Combination Agreement, AAC, Merger Sub and the Company each made customary representations and warranties for transactions
of this type regarding themselves and their respective businesses. The representations and warranties made under the Business Combination Agreement will not survive the Closing. In addition, the parties to the Business Combination Agreement agreed
to be bound by certain covenants that are customary for transactions of this type. The covenants made under the Business Combination Agreement generally will not survive the Closing, with the exception that certain covenants and agreements that by
their terms are to be performed in whole or in part after the closing, which will survive in accordance with the terms of the Business Combination Agreement.