(d) The responses of the Reporting Persons to Item 2 and Item 5(a) and (b) of this Statement are
incorporated herein by reference. Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, shares of Common Stock owned by such fund. Except as set forth in this Item 5(d), to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any other shares of Common Stock deemed to be beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Items 2, 4 and 5 of this Statement is hereby incorporated by reference into this Item 6.
On July 2, 2021, pursuant to that certain Subscription Agreement, dated as of January 25, 2021, with Foley Trasimene Acquisition Corp.
(FTAC) and the Company (the Subscription Agreement), Cannae Holdings, LLC., a wholly-owned subsidiary of Cannae Holdings, Inc., purchased from the Company 25,000,000 shares of Class A Common Stock at a purchase price of
$10.00 per share (the PIPE Investment). The closing of the PIPE Investment was subject to the satisfaction or waiver of all conditions to closing set forth in that certain Amended and Restated Business Combination Agreement, dated
April 29, 2021, by and among the Company, FTAC, Tempo Holding Company, LLC and certain other parties thereto, as amended (the Business Combination Agreement), and on the transactions contemplated by the Business Combination
Agreement (the Business Combination) being consummated immediately following the closing of the PIPE Investment. In connection with the PIPE Investment, the Company paid Cannae Holdings, LLC a fee of $5,000,000 upon the closing of the
Business Combination, in lieu of any fee that would have otherwise been payable to the Companys placement agents in connection with the PIPE Investment.
Forward Purchase Agreement
On July 2, 2021,
pursuant to that certain Forward Purchase Agreement, dated as of May 8, 2020, by and between FTAC and Cannae Holdings, Inc., as assigned by Cannae Holdings, Inc. to Cannae Holdings, LLC pursuant to an assignment and Assumption Agreement dated
as of January 25, 2021 (collectively, the Forward Purchase Agreement), immediately prior to the closing of the Business Combination, Cannae Holdings, LLC purchased, on a private placement basis, 15,000,000 shares of FTAC
Class A Common Stock and 5,000,000 FTAC Warrants for an aggregate purchase price of $150,000,000, on the terms and conditions set forth in the Forward Purchase Agreement.
Investor Rights Agreement
In connection with the
consummation of the Business Combination, the Company entered into an Investor Rights Agreement with Cannae Holdings, LLC, Bilcar FT, LP, Trasimene Capital FT, LP and THL FTAC LLC (collectively with the Cannae Holdings, LLC, Bilcar FT, LP and
Trasimene FT, LP, and together with their respective affiliated transferees, the Sponsor Investors) and certain other investors, setting forth the terms by which the Company agreed to provide certain rights.
Pursuant to the terms of the Investor Rights Agreement, following the Closing Date, for so long as the Sponsor Investors beneficially own at least 50% of the
aggregate outstanding number of shares of capital stock of the Issuer entitled to vote generally in the election of directors to the Board (Voting Securities) held by the Sponsor Investors on the Closing Date, (i) the Sponsor
Investors (through the applicable Sponsor designator under the Investor Rights Agreement) will have the right to designate three directors and Cannae Holdings, LLC (or, if Cannae Holdings, LLC or its affiliated transferees are no longer party to the
Investor Rights Agreement, the applicable designator for the Sponsor Investors at such time) will have the right, jointly with certain investors affiliated with The Blackstone Group, Inc. (the Blackstone Investors and together with the
Sponsor Investors, the Investors), to designate one director. If the Sponsor Investors hold less than 50% of the Voting Securities held by the Sponsor Investors on the Closing Date, they will have the right to designate (1) if they
collectively beneficially own at least 7.5% of the aggregate outstanding Voting Securities, three directors, (2) if they collectively beneficially own at least 6.25% (but less than 7.5%) of the aggregate outstanding Voting Securities, two
directors, and (3) if the Sponsor Investors collectively beneficially own at least 2.5% (but less than 6.25%) of the aggregate outstanding Voting Securities, one director. In addition, Cannae Holdings, LLC (or, if Cannae Holdings, LLC or its
affiliated transferees are no longer party to the Investor Rights Agreement, the applicable designator for the Sponsor Investors at such time) will have the right, jointly with the Blackstone Investors, to designate one director, and to consent to
any individual nominated for election to the Board seat initially occupied by the chief executive officer of the Issuer, for so long as the Sponsor Investors collectively beneficially own at least 7.5% of the aggregate outstanding Voting Securities.
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