Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On February 16, 2025, the Issuer entered into a Transaction Agreement (the "Transaction Agreement") by and between the Issuer and Shift4 Payments, Inc. ("Shift4"). Pursuant to the Transaction Agreement, Shift4 will cause a newly formed subsidiary of Shift4 ("Merger Sub") to commence a tender offer (the "Offer") to purchase all of the issued and outstanding shares in the Issuer and following the settlement of the Offer the Issuer will merge with and into Merger Sub, with Merger Sub surviving the merger (the "Merger" and, collectively with the other transactions contemplated by the Transaction Agreement, the "Transactions"). On the same date and in connection with the Issuer's entry into the Transaction Agreement, Globetrotter and Cayman Holdings entered into a Tender and Support Agreement (the "Tender and Support Agreement") with Shift4. For the remainder of Item 4, any capitalized term used but not defined herein shall have the meaning ascribed to it in the Tender and Support Agreement. Under the Tender and Support Agreement, and subject to the terms and conditions thereof, each of Globetrotter and Cayman Holdings have agreed to, among other things, to tender its shares held in the Issuer ("Global Blue Shares") in the Offer and vote its Global Blue Shares at any meeting of the shareholders of the Issuer (i) for, among other things, the approval and adoption of the Board Modification (as defined in the Tender and Support Agreement) and any other proposal required for the consummation of the transactions contemplated by the Transaction Agreement, (ii) against any proposal or motion that would reasonably be expected to (A) directly result in a breach of any covenant, representation or warranty or any other obligation or agreement of Issuer contained in the Transaction Agreement, or (B) result in any conditions to the Offer set forth in Annex C of the Transaction Agreement not being satisfied prior to 5:00 p.m., New York City time on September 30, 2025 (or February 16, 2026 if such end date is extended pursuant to the Transaction Agreement), (iii) against any change in the board of directors of the Issuer (the "Global Blue Board") (other than the Board Modification or in the event of a director's death or resignation, to fill the vacancy created thereby) and (iv) against any Company Takeover Proposal (as defined in the Tender and Support Agreement) and against any other action, agreement or transaction involving the Issuer that would reasonably be expected to materially impede, materially delay or prevent the consummation of the Offer. Globetrotter and Cayman Holdings have agreed, to certain other terms and conditions, including not to transfer, directly or indirectly, its Global Blue Shares and not to, directly or indirectly, solicit, initiate, propose, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to a Company Takeover Proposal, or take certain other restricted actions in connection therewith. Globetrotter and Cayman Holdings's obligations under the Tender and Support Agreement terminate as follows: - (i)(A) immediately if prior to the date that is the later of (1) March 4, 2025 and (2) the fifth business day immediately following Shift4's receipt of a final notice of a change of recommendation by the Global Blue Board or a final notice of a Company Superior Proposal with respect to a Company Takeover Proposal with respect to which the Issuer has delivered to Shift4 either a Notice of Company Recommendation Change or a Notice of Superior Proposal, in each case, prior to 11:59 p.m. New York City time on March 4, 2025 (in each case, subject to Shift4's match and notice rights under the Transaction Agreement) (the "Applicable Period"), either (x) upon written notice by such Globetrotter and Cayman Holdings to Shift4, if there has been a change of recommendation of the Global Blue Board or (y) upon termination of the Transaction Agreement by Shift4 following a change of recommendation by the Global Blue Board or a termination by the Issuer in order to enter into a Company Superior Proposal substantially concurrently with the termination of the Transaction Agreement, and (B) from and after the expiration of the Applicable Period, on the date that is (1) three months following the termination of the Transaction Agreement, if the Transaction Agreement is terminated in accordance by Shift4 following a change of recommendation by the Global Blue Board or (2) five months following the termination of the Transaction Agreement, if the Transaction Agreement is terminated as a result of a material uncured breach by the Issuer that results from a willful breach by the Issuer or by the Issuer in order to enter into a Company Superior Proposal substantially concurrently with the termination of the Transaction Agreement, - (ii) immediately upon termination o