EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc., a Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Mark Engels (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 4 of this Agreement, or if not defined herein, the meanings in the LLC Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, between Paya Holdings Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TAX RECEIVABLE AGREEMENT by and among FINTECH ACQUISITION CORP. Ill PARENT CORP., GTCR-ULTRA HOLDINGS, LLC and CERTAIN OTHER PERSONS NAMED HEREIN, DATED AS OF OCTOBER 16, 2020 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 16, 2020, is hereby entered into by and among FinTech Acquisition Corp. Ill 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 • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of October 16, 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 and GTCR Fund XI/C 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.
FINTECH ACQUISITION CORP. III PARENT CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 16, 2020 among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Ultra Investors” (collectively, the “Ultra Investors”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”) and each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors” and, together with the Ultra Investors and the Sponsor Investors, the “Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
