UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2015 • FinTech Acquisition Corp • Blank checks • New York
The undersigned, FinTech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“CF&CO”) and with the other underwriters named on Schedule I hereto, for which CF&CO is acting as representative (CF&CO, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 12, 2015, is by and between FinTech Acquisition Corp., 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”).
INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 12, 2015, by and between FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 12th day of January 2015, by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 712 Fifth Avenue, 12th Floor, New York, New York 10019, and Cantor Fitzgerald & Co., a New York partnership (“Subscriber”), having its principal place of business at 110 East 59th Street, New York, New York 10022.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2015 • FinTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2015, is made and entered into by and among each of FinTech Acquisition Corp., a Delaware corporation (the “Company”), FinTech Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co., a New York partnership (“Cantor”), and the other Initial Holders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
February 12, 2015Letter Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 10,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). The Company expects that
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 12, 2015 by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • CardConnect Corp. • Blank checks • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of April 17, 2017, by and between CardConnect Corp., a Delaware corporation (“Parent”), CardConnect, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Parent (the “Company”), and Amanda Abrams (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2015, is made and entered into by and among each of FinTech Acquisition Corp., a Delaware corporation (the “Company”), FinTech Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co., a New York partnership (“Cantor”), and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
FinTech Acquisition Corp. 12th Floor New York, New York 10019 Attention: James McEnteeFinTech Acquisition Corp • May 5th, 2016 • Blank checks
FinTech Investor Holdings, LLC (“Lender”) hereby agrees to make to FinTech Acquisition Corp. (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2017 • CardConnect Corp. • Blank checks • Delaware
WHEREAS, it is essential that the Company be able to retain and attract as directors and officers the most capable persons available;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2016 • CardConnect Corp. • Blank checks • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the July 27, 2016, by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 712 Fifth Avenue, 8th Floor, New York, New York 10019, and Brian Shanahan (the “Investor”), having an address at 2670 Merry Oak Lane, Pittsburgh, PA 15241.
CREDIT AGREEMENTCredit Agreement • August 4th, 2016 • CardConnect Corp. • Blank checks • New York
February 12, 2015Letter Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”), by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), is being delivered in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between the Company and Cantor Fitzgerald, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 10,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (
AGREEMENT AND PLAN OF MERGER among FIRST DATA CORPORATION, MINGLEWOOD MERGER SUB INC. and CARDCONNECT CORP. Dated as of May 26, 2017Agreement and Plan of Merger • May 31st, 2017 • CardConnect Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of May 26, 2017, by and among CardConnect Corp., a Delaware corporation (the “Company”), First Data Corporation, a Delaware corporation (“Parent”), and Minglewood Merger Sub Inc., a Delaware corporation (“Merger Sub”). Certain capitalized terms used herein are defined in Article I.
CardConnect Corp. 2016 Omnibus Equity Compensation Plan Form of Incentive Stock Option Agreement1Incentive Stock Option Agreement • August 4th, 2016 • CardConnect Corp. • Blank checks • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between CardConnect Corp., a Delaware corporation (the “Company”), and _________ (the “Participant”).
CardConnect Corp. Non-Qualified Stock Option Agreement Inducement AwardNon-Qualified Stock Option Agreement • May 10th, 2017 • CardConnect Corp. • Blank checks • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into as of April 17, 2017 by and between CardConnect Corp., a Delaware corporation (the “Company”), and Amanda Abrams (the “Participant”).
CARDCONNECT CORP. STOCK AWARD AGREEMENTEquity Compensation Plan • November 14th, 2016 • CardConnect Corp. • Blank checks • Delaware
THIS AGREEMENT, dated the day of (the “Date of Grant”), between CardConnect Corp., a Delaware corporation (the “Company”) and (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2016 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 AGREEMENTRegistration Rights Agreement • February 19th, 2015 • FinTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2015, is made and entered into by and among each of FinTech Acquisition Corp., a Delaware corporation (the “Company”), FinTech Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co., a New York partnership (“Cantor”), and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
AMENDMENT No. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 27th, 2016 • FinTech Acquisition Corp • Blank checks
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 24, 2016 (the “Effective Date”) by and among FINTECH ACQUISITION CORP., a Delaware corporation (“Parent”), FINTECH MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and FTS HOLDING CORPORATION, a Delaware corporation (“FTS” or “Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2016 • FinTech Acquisition Corp • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2016 by and among FinTech Acquisition Corp., a Delaware corporation (the “Company”), and Falcon Strategic Partners V, LP (the “Purchaser”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2015 • FinTech Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2015 by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ESCROW AGREEMENtEscrow Agreement • April 7th, 2017 • CardConnect Corp. • Blank checks • New York
This Escrow Agreement (the “Agreement”) is made and entered into as of April 3, 2017, by and between CardConnect Corp., a Delaware corporation (the “Parent”); Michael J. Mertz, the sole stockholder of Mertzco, Inc., an Illinois corporation (the “Target”); and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 31st, 2017 • CardConnect Corp. • Blank checks • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of May 26, 2017, by and among First Data Corporation, a Delaware corporation (“Parent”), Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each Person set forth in Schedule A hereto (each, a “Stockholder”).
SHAREHOLDERS AGREEMENTShareholders Agreement • August 4th, 2016 • CardConnect Corp. • Blank checks • Delaware
This Shareholders Agreement (this “Agreement”) is made as of July 29, 2016 by and among FinTech Acquisition Corp. (the “Company”), FinTech Investor Holdings, LLC, a Delaware limited liability company, FTVENTURES III, L.P., a Delaware limited partnership (“FTVIII”), FTVENTURES III-N, L.P., a Delaware limited partnership (“FTVIIIN”), FTVENTURES III-T, L.P., a Delaware limited partnership (“FTVIIIT” and, together with FTVIII and FTVIIIN, the “FTV Entities”), the other individuals and entities signatory hereto that were, as of immediately prior to the consummation of the Merger (as defined below), stockholders of FTS Holding Corporation (the “CardConnect Holders”), and the other individuals and entities signatory hereto (each party to this agreement is referred to singly as a “Voting Party” and collectively as the “Voting Parties”).
CARDCONNECT CORP. STOCK AWARD AGREEMENTEquity Compensation Plan • August 4th, 2016 • CardConnect Corp. • Blank checks • Delaware
THIS AGREEMENT, dated the day of (the “Date of Grant”), between CardConnect Corp., a Delaware corporation (the “Company”) and (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2016 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 14th, 2016 • CardConnect Corp. • Blank checks • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”) dated as of November 2, 2016 among FTS HOLDING CORPORATION (f/k/a FinTech Merger Sub, Inc.), a Delaware corporation (“Borrower”), CARDCONNECT CORP. (f/k/a FinTech Acquisition Corp.), a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the LENDERS (as defined below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent (the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 7th, 2016 • FinTech Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of March 7, 2016, by and among FINTECH ACQUISITION CORP., a Delaware corporation (“Parent”), FINTECH MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and FTS HOLDING CORPORATION, a Delaware corporation (“FTS” or “Seller”).
CARDCONNECT, LLC FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • May 5th, 2016 • FinTech Acquisition Corp • Blank checks • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of [_____], 2016, by and between FinTech Acquisition Corp., a Delaware corporation (“Parent”), CardConnect, LLC (f/k/a Financial Transaction Services, LLC), a Delaware limited liability company and indirect wholly-owned subsidiary of Parent (the “Company”), and Angelo Grecco (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among CARDCONNECT CORP., CCN CHICAGO, LLC, MERTZCO, INC. and Michael J. Mertz Dated as of April 3, 2017Agreement and Plan of Merger • April 7th, 2017 • CardConnect Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of April 3, 2017, by and among CARDCONNECT CORP., a Delaware corporation (“Parent”), CCN Chicago, LLC, a Delaware limited liability Company and indirect wholly owned subsidiary of Parent (“Merger Sub”), MertzCo, Inc., an Illinois corporation (“Target”), and Michael J. Mertz, the sole stockholder of Target (“Seller”).
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • November 14th, 2016 • CardConnect Corp. • Blank checks • New York
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this “Amendment No. 1”) dated as of November 2, 2016 among FTS HOLDING CORPORATION (f/k/a FinTech Merger Sub, Inc.), a Delaware corporation (“Borrower”), CARDCONNECT CORP. (f/k/a FinTech Acquisition Corp.), a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the LENDERS (as defined below) party hereto and BARINGS FINANCE LLC (f/k/a Babson Capital Finance LLC), as Administrative Agent (the “Administrative Agent”).
July 29, 2016Letter Agreement • August 4th, 2016 • CardConnect Corp. • Blank checks • Delaware
This letter (“Letter Agreement”), by and among FinTech Acquisition Corp., a Delaware corporation (the “Company”), certain former stockholders of FTS Holding Corporation, a Delaware corporation (“FTS”), identified on Exhibit A-1 hereto, who immediately following the Merger (as defined below) are stockholders of the Company (the “FTS Stockholders”), and certain other stockholders of the Company identified on Exhibit A-2 hereto (the “Founding Stockholders” and, together with the FTS Stockholders, the “Stockholders”), is being delivered in accordance with the Agreement and Plan of Merger, dated March 7, 2016 (the “Merger Agreement”), by and among the Company, FinTech Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and FTS Holding Corporation, a Delaware corporation (“FTS”). Pursuant to the Merger Agreement, FTS will be merged with and into Merger Sub (the “Merger”) and, in connection with and upon closing of the Merger, the stockholders
Mutual Confidentiality Agreement (Agreement), dated November 18, 2016 Parties:Mutual Confidentiality Agreement • June 8th, 2017 • CardConnect Corp. • Blank checks • Delaware
CARDCONNECT CORP. STOCK AWARD AGREEMENTEquity Compensation Plan • November 14th, 2016 • CardConnect Corp. • Blank checks • Delaware
THIS AGREEMENT, dated the day of (the “Date of Grant”), between CardConnect Corp., a Delaware corporation (the “Company”) and (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2016 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 AGREEMENTRegistration Rights Agreement • August 4th, 2016 • CardConnect Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2016, is made and entered into by and among FinTech Acquisition Corp., a Delaware corporation (the “Company”), FTVENTURES III, L.P., a Delaware limited partnership (“FTVIII”), FTVENTURES III-N, L.P., a Delaware limited partnership (“FTVIIIN”),FTVENTURES III-T, L.P., a Delaware limited partnership (“FTVIIIT” and, together with FTVIII and FTVIIIN, the “FTV Holders”), and the other stockholders of the Company signatory hereto (the “CC Shareholders” and, together with the FTV Holders, the “Holders”).
