TAX RECEIVABLE AGREEMENT by and among FinTech Acquisition Corp. III Parent Corp., GTCR-Ultra Holdings, LLC and CERTAIN OTHER PERSONS NAMED HEREIN, DATED AS OF [●] TAX RECEIVABLE AGREEMENTTax Receivable Agreement • September 4th, 2020 • Fintech Acquisition Corp Iii Parent Corp • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Parent Corporation”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Seller”), GTCR Ultra-Holdings II, LLC, a Delaware limited liability company (the “Company”), GTCR/Ultra Blocker, Inc., a Delaware corporation (“Blocker”) and GTCR Fund XI/C LP, a Delaware limited partnership (“Blocker Seller”).
Director NOMINATION AgreementDirector Nomination Agreement • September 4th, 2020 • Fintech Acquisition Corp Iii Parent Corp • Services-business services, nec • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of [●], 2020, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Paya Holdings”) and GTCR Fund XI/B LP, a Delaware limited partnership, GTCR Fund XI/C LP, a Delaware limited partnership, and GTCR Co-Invest XI LP, a Delaware limited partnership (collectively, “GTCR”). This Agreement shall become effective (the “Effective Date”) upon the consummation of the transactions (the “Closing”) contemplated by that certain agreement and plan of merger agreement (the “Merger Agreement”), dated as of August 3, 2020, by and among the Company, GTCR Fund XI/C LP, Paya Holdings, GTCR-Ultra Holdings II, LLC, FinTech Acquisition Corp. III, FinTech III Merger Sub Corp. and GTCR/Ultra Blocker, Inc.
