UNDERWRITING AGREEMENT between FINTECH ACQUISITION CORP. IV and CANTOR FITZGERALD & CO. Dated: September [ ], 2020 FINTECH ACQUISITION CORP. IV UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
The undersigned, FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 24, 2020, is by and between FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • September 11th, 2020 • FinTech Acquisition Corp. IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between FINTECH ACQUISITION CORP. IV, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 24, 2020 by and between FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 24th day of September 2020, by and between FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2020, is made and entered into by and among each of FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), FinTech Investor Holdings IV, LLC, a Delaware limited liability company, and FinTech Masala Advisors IV, LLC, a Delaware limited liability company (collectively, the “Sponsor”) 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”).
UNDERWRITING AGREEMENT between FINTECH ACQUISITION CORP. IV and CANTOR FITZGERALD & CO. and WELLS FARGO SECURITIES, LLC Dated: September 24, 2020 FINTECH ACQUISITION CORP. IV UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
The undersigned, FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Wells Fargo Securities, LLC (“Wells Fargo and collectively with Cantor Fitzgerald, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” as follows:
September 24, 2020Letter Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
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. IV, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 23,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant, each whole 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 Exch
SUBSCRIPTION AGREEMENTSubscription Agreement • December 31st, 2020 • FinTech Acquisition Corp. IV • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 29, 2020, by and between FinTech Acquisition Corp. IV, a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
INDEMNITY AGREEMENTIndemnity Agreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 24, 2021, by and between PERELLA WEINBERG PARTNERS, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 11th, 2020 • FinTech Acquisition Corp. IV • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of September 2020, by and between FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
Execution Version 2090545.02-NYCSR07A - MSW AMENDMENT AGREEMENT This AMENDMENT AGREEMENT, dated as of June 30, 2023 (this “Amendment”), by and among PERELLA WEINBERG PARTNERS GROUP LP, a Delaware limited partnership (the “Borrower”), each Lender under...Credit Agreement • August 4th, 2023 • Perella Weinberg Partners • Finance services • New York
AMENDMENT AGREEMENTCredit Agreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 11, 2018, among PERELLA WEINBERG PARTNERS GROUP LP, a Delaware limited partnership (the “Borrower”), PWP HOLDINGS LP, a Delaware limited partnership (“Holdings”), certain Domestic Subsidiaries of the Borrower party hereto as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CADENCE BANK, N.A., as Administrative Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • Perella Weinberg Partners • Finance services • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 1, 2023 (the “Effective Date”), is made by and between Perella Weinberg Partners, a Delaware corporation (“PWP”), PWP Employer LP, a Delaware limited partnership (“PWP Employer,” and together with PWP, the “Company”), and Peter A. Weinberg (“Executive”).
Perella Weinberg Partners Class A Common Stock, Par Value $0.0001 Per Share Underwriting AgreementUnderwriting Agreement • March 1st, 2024 • Perella Weinberg Partners • Finance services
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 24, 2021, is made and entered into by and among each of Perella Weinberg Partners, a Delaware corporation, formerly known as FinTech Acquisition Corp. IV (the “Company”), FinTech Investor Holdings IV, LLC, a Delaware limited liability company, and FinTech Masala Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”), the Legacy PWP 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”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP a Delaware limited partnershipAgreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP, dated as of June 24, 2021 (the “Effective Date”), is entered into by and among PWP GP LLC, a Delaware limited liability company (“PWP GP”), Perella Weinberg Partners (f/k/a FinTech Acquisition Corp. IV), a Delaware corporation (the “Special Limited Partner”), PWP Professional Partners LP, a Delaware limited partnership (“Professionals”), and the other Limited Partners (as defined herein).
AMENDMENT TO SPONSOR SHARE SURRENDER AND SHARE RESTRICTION AGREEMENT May 4, 2021Sponsor Share Surrender and Share Restriction Agreement • May 5th, 2021 • FinTech Acquisition Corp. IV • Investment advice
THIS AMENDMENT (this “Amendment”) to the Sponsor Share Surrender and Share Restriction Agreement, dated as of December 29, 2020 (the “Agreement”), by and among PWP Holdings LP, a Delaware limited partnership (“PWP”), FinTech Acquisition Corp. IV, a Delaware corporation (the “Company”), FinTech Investor Holdings IV, LLC, a Delaware limited liability company (“Holdings IV”), FinTech Masala Advisors, LLC, a Delaware limited liability company (“Masala” and together with Holdings IV, the “Sponsors”), and the other parties set forth on the signature pages thereto (together with PWP, the Company and the Sponsors, the “Parties”), is entered into by and among the Parties as of the date first set forth above. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • September 8th, 2020 • FinTech Acquisition Corp. IV • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 5th day of August, 2020 and is made by and between FinTech Acquisition Corp. IV (the “Maker”) and FinTech Investor Holdings IV, LLC (the “Payee”).
Perella Weinberg Partners FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (ANNUAL BASE RETAINER AWARD)Award Agreement • November 5th, 2021 • Perella Weinberg Partners • Finance services • Delaware
This Director Restricted Stock Unit Award Agreement (this “Agreement”), dated as of ###GRANT_DATE### (the “Grant Date”), is made by and between Perella Weinberg Partners (the “Company”) and ###PARTICIPANT_NAME### (the “Grantee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Perella Weinberg Partners 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PWP GP LLCLimited Liability Company Agreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PWP GP LLC (the “Company”) is made and entered into as of June 24, 2021 by PERELLA WEINBERG PARTNERS, a Delaware corporation (the “Member”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP a Delaware limited partnershipPerella Weinberg Partners • April 1st, 2024 • Finance services • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP, dated as of April 1, 2024 (the “Effective Date”), is entered into by and among PWP GP LLC, a Delaware limited liability company (“PWP GP”), Perella Weinberg Partners (f/k/a FinTech Acquisition Corp. IV), a Delaware corporation (the “Special Limited Partner”), the other Limited Partners (as defined herein), and solely for purposes of Section 1.1, Section 7.9, Section 7.10, Section 13.2, Section 15.3, Section 15.6, Section 15.7, Section 15.8, Section 15.11, Schedule 1.1 and Schedule 1.2, PWP LLC, a Delaware limited liability company (“PWP LLC”).
JOINDER TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP, a Delaware limited partnershipPerella Weinberg Partners • January 2nd, 2024 • Finance services • Delaware
This JOINDER TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP (this “Joinder”), is made and entered into as of December 31, 2023 (“Effective Date”), by PWP GP LLC, a Delaware limited liability company, as the general partner (the “General Partner”), pursuant to Section 10.4 of the Amended and Restated Agreement of Limited Partnership of PWP Holdings LP (“Holdings”), dated as of June 24, 2021 (as amended, restated, modified or supplemented from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.
FORM OF VESTING ACCELERATION AGREEMENTForm of Vesting Acceleration Agreement • April 1st, 2024 • Perella Weinberg Partners • Finance services • Delaware
THIS VESTING ACCELERATION AGREEMENT (this “Agreement”) is made by and among ________ (the “Limited Partner”), Perella Weinberg Partners LLC, a Delaware limited liability company (“PWP LLC”), PWP Holdings LP, a Delaware limited partnership (“Holdings”), PWP GP LLC, a Delaware limited liability company (“OP GP”), PWP VoteCo Professionals LP, a Delaware limited partnership (“VoteCo Professionals”), and Perella Weinberg Partners, a Delaware corporation (“PubCo”), effective as of _____________, 2024. Each capitalized term used herein but not defined herein shall have the meaning ascribed thereto in the Agreement of Limited Partnership of VoteCo Professionals, dated December 31, 2023 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “VoteCo LPA”), or the Agreement of Limited Partnership of PWP AdCo Professionals LP (“AdCo Professionals”), dated December 31, 2023 (as may be amended, amended and restated, supplemented or otherwise modified from
Perella Weinberg Partners FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (ONE-TIME AWARD)Director Restricted Stock Unit Award Agreement • November 5th, 2021 • Perella Weinberg Partners • Finance services • Delaware
This Director Restricted Stock Unit Award Agreement (this “Agreement”), dated as of ###GRANT_DATE### (the “Grant Date”), is made by and between Perella Weinberg Partners (the “Company”) and ###PARTICIPANT_NAME### (the “Grantee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Perella Weinberg Partners 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 31st, 2020 • FinTech Acquisition Corp. IV • Blank checks • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP, dated as of [●], 2021 (the “Effective Date”), is entered into by and among PWP GP LLC, a Delaware limited liability company (“PWP GP”), Perella Weinberg Partners (f/k/a FinTech Acquisition Corp. IV), a Delaware corporation (the “Special Limited Partner”), PWP Professional Partners LP, a Delaware limited partnership (“Professionals”), and the other Limited Partners (as defined herein).
ContractUnderwriting Agreement • March 15th, 2021 • FinTech Acquisition Corp. IV • Investment advice
Reference is made to that certain underwriting agreement (the “Underwriting Agreement”), dated as of September 24, 2020, by and among FinTech Acquisition Corp. IV (the “Company”) and each of Cantor Fitzgerald & Co. (“Cantor”) and Wells Fargo Securities, LLC (“Wells Fargo” and together with Cantor, the “Underwriters”). Capitalized Terms used but not defined herein shall have the meanings given to such terms in the Underwriting Agreement.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of June 24, 2021, is hereby entered into by and among Perella Weinberg Partners, a Delaware corporation (the “Corporation”), PWP Holdings LP, a Delaware limited partnership (the “OP”), PWP Professional Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Partners (as defined herein).
Perella Weinberg Partners MANAGEMENT PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTManagement Performance Restricted Stock Unit Award Agreement • August 12th, 2021 • Perella Weinberg Partners • Finance services • Delaware
This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of _______, 2021 (the “Grant Date”), is made by and between Perella Weinberg Partners (the “Company”) and _______ (the “Grantee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Perella Weinberg Partners 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
STOCKHOLDERS AGREEMENT dated as of June 24, 2021 between PERELLA WEINBERG PARTNERS and PWP PROFESSIONAL PARTNERS LPStockholders Agreement • June 30th, 2021 • Perella Weinberg Partners • Investment advice • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of June 24, 2021, is entered into by and among Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV), a Delaware corporation (the “Company”), PWP Professional Partners LP, a Delaware limited partnership (“Professionals”), and the Persons (as defined herein) who from time to time may become Company stockholders party hereto in accordance with this Agreement (such Persons, together with Professionals, each, a “Stockholder,” and collectively, “Stockholders”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP, a Delaware limited partnershipPerella Weinberg Partners • January 2nd, 2024 • Finance services
This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PWP HOLDINGS LP (this “Amendment”), is made and entered into as of December 31, 2023 (“Effective Date”), by PWP GP LLC, a Delaware limited liability company, as the general partner (the “General Partner”), pursuant to Section 6.1(g)(iii) of the Amended and Restated Agreement of Limited Partnership of PWP Holdings LP, dated as of June 24, 2021 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.
FINTECH ACQUISITION CORP. IVLetter Agreement • September 11th, 2020 • FinTech Acquisition Corp. IV • Blank checks • Pennsylvania
FINTECH ACQUISITION CORP. IVLetter Agreement • September 30th, 2020 • FinTech Acquisition Corp. IV • Blank checks • Pennsylvania
This letter agreement by and between FinTech Acquisition Corp. IV (the “Company”) and FinTech Masala, LLC (“Masala”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
