0001140361-18-039596 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2017, is by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) also referred to as the “Transfer Agent”).

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Contract
Employment Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of February 1, 2017, between INTERMEX HOLDINGS, INC., a Delaware corporation (“Employer”), and DARRELL EBBERT (“Executive”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of this 26th day of July 2018, by and between International Money Express, Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).

CREDIT AGREEMENT AMONG INTERMEX HOLDINGS II, INC. as Holdings INTERMEX HOLDINGS, INC., INTERMEX WIRE TRANSFER, LLC, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, MC ADMIN CO LLC, as ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Credit Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • New York

CREDIT AGREEMENT, dated as of August 23, 2017 among INTERMEX HOLDINGS II, INC, a Delaware corporation (“Holdings”), INTERMEX HOLDINGS, INC., a Delaware corporation (the “Term Borrower”), INTERMEX WIRE TRANSFER, LLC, a Florida limited liability company (the “Revolving Borrower” and together with the Term Borrower, the “Borrowers”), the Lenders party hereto from time to time, MC ADMIN CO LLC, as Administrative Agent and Collateral Agent, and MC ADMIN CO LLC, as Lead Arranger. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Robert Lisy)
Employment Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Florida

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of December 19, 2017, by and between Robert Lisy, an individual (“Executive”) and Intermex Holdings, Inc., a Delaware corporation (“Employer”) and shall replace and supersede in its entirety, as of the Effective Date (as defined below), Executive’s prior employment agreement dated as of February 1, 2017 (the “Prior Employment Agreement”).

International Money Express, Inc. 2018 Omnibus Equity Compensation Plan
Qualified Stock Option Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

This Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between International Money Express, Inc., a Delaware corporation (the “Company”), and Robert Lisy (the “Participant”).

AMENDMENT NO. 1, CONSENT AND WAIVER
International Money Express, Inc. • September 28th, 2018 • Services-business services, nec • New York

This Amendment No. 1, Consent and Waiver is entered into as of December 19, 2017 (this “Amendment”), among Intermex Holdings, Inc., a Delaware corporation (the “Term Borrower”), Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolving Borrower” and together with the Term Borrower, the “Borrowers”), Intermex Holdings II, Inc., a Delaware corporation (“Holdings”), MC Admin Co LLC, as administrative agent and collateral agent (the “Administrative Agent”) and the Lenders party hereto under the Credit Agreement (as defined below).

EMPLOYMENT, TRANSITION AND SEPARATION AGREEMENT
Employment, Transition and Separation Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Florida

THIS EMPLOYMENT, TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered by and between Intermex Holdings, Inc. (hereinafter “Intermex Holdings”), Intermex Wire Transfer, LLC (hereinafter “Intermex, LLC”) and Interwire Topco, LLC (hereinafter “Interwire”), on the one hand, and Darrell Ebbert together with his heirs, executors, administrators, representatives, agents, successors and assigns (Darrell Ebbert, together with his heirs, executors, administrators, representatives, agents, successors and assigns shall be collectively referred to herein as “Executive” or “Ebbert”), on the other. Intermex LLC and Intermex Holdings shall collectively be referred to herein as “Intermex” or the “Employer”. Intermex LLC, Intermex Holdings and Interwire shall be collectively referred to herein as the “Company”. Each of Ebbert, Interwire, Intermex Holdings or Intermex LLC may hereinafter be referred to as a “Party” or, collectively, the “Parties.”

SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

This Shareholders Agreement (this “Agreement”) is made as of July 26, 2018, by and among International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the “Company”), certain former direct or indirect stockholders of Intermex Holdings II, Inc. identified on the signature pages hereto as Intermex Holders (the “Intermex Holders”), SPC Intermex Representative LLC, solely in its capacity as the Intermex Representative (the “Intermex Representative”), and the other individuals and entities signatory hereto identified on the signature pages hereto as Founding Shareholders (the “Founding Shareholders”) (each party to this Agreement is referred to singly as a “Voting Party” and collectively as the “Voting Parties”).

OMNIBUS EQUITY COMPENSATION PLAN RSU AGREEMENT
Omnibus Equity Compensation Plan • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT (this “Agreement”), dated ____________________, 2018 _______ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and ____________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2018 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

INTERNATIONAL MONEY EXPRESS, INC. 2018 OMNIBUS EQUITY COMPENSATION PLAN STOCK AWARD AGREEMENT
Stock Award Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT, dated __________________, 20 ___ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and __________________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

International Money Express, Inc. 2018 Omnibus Equity Compensation Plan
Incentive Stock Option Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between International Money Express, Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”).

AGREEMENT AND PLAN OF MERGER by and among FINTECH ACQUISITION CORP. II, FINTECH II MERGER SUB INC., FINTECH II MERGER SUB 2 LLC, INTERMEX HOLDINGS II, INC. and SPC INTERMEX REPRESENTATIVE LLC Dated as of December 19, 2017
Agreement and Plan of Merger • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”) is dated as of December 19, 2017, among FINTECH ACQUISITION CORP. II, a Delaware corporation (“Parent”), FINTECH II MERGER SUB INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), FINTECH II MERGER SUB 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2,” together with Merger Sub 1, the “Merger Subs” and each, a “Merger Sub”), INTERMEX HOLDINGS II, INC., a Delaware corporation (“Intermex” or the “Company”), and SPC Intermex Representative LLC, a Delaware limited liability company (the “Stockholder Representative”).

INTERNATIONAL MONEY EXPRESS, INC. 2018 OMNIBUS EQUITY COMPENSATION PLAN STOCK AWARD AGREEMENT
Stock Award Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT, dated __________________ , 20 ___ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and ________________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

REGISTRATION RIGHTS AGREEMENT by and among INTERNATIONAL MONEY EXPRESS, INC., SPC INVESTORS, MINORITY INVESTORS and ADDITIONAL INVESTORS THAT ARE SIGNATORIES HERETO Dated as of July 26, 2018
Registration Rights Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of July 26, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by and among (i) International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II), a Delaware corporation (the "Company"), (ii) the SPC Investors (as defined herein), (iii) the Intermex Investors (as defined herein), (iv) the Founder Investors (as defined herein) and (v) the parties identified on the signature pages hereto as "Additional Investors" (the Intermex Investors, the Founder Investors, the Additional Investors and each Person who executes a Joinder Agreement (as defined herein) and falls under clause (y) in the second paragraph of the Joinder Agreement, collectively the "Minority Investors"), in each case, if such Holder is a signatory to the Shareholders Agreement (as defined herein) together with such Holder's Permitted Transferees (as defined in the Shareholders Agreement).

Re: Amended and Restated Transaction Bonus Letter
International Money Express, Inc. • September 28th, 2018 • Services-business services, nec

Reference is hereby made to the transaction bonus letter entered into by and between you and Intermex Holdings, Inc. (together with its successors and assigns, the “Company”), dated as of [________], which letter shall be replaced and superseded in its entirety by this letter agreement (this “Agreement”), effective as of the date hereof. In recognition of your contributions to the Company, the Company has approved a special bonus for you equal to $[_______] (the “Deal Success Bonus”), to be payable subject to all of the terms and conditions of this Agreement.

INTERNATIONAL MONEY EXPRESS, INC. 2018 OMNIBUS EQUITY COMPENSATION PLAN STOCK AWARD AGREEMENT
Stock Award Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT, dated __________________, 20 ___(the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and ________(“Grantee”), is made pursuant and subject to the provisions of the Company’s Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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