exv10w4






Exhibit 10.4




FORM OF




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This Agreement is made as of                      ___, 2008 by and between FINTECH ACQUISITION CORP.
(the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”).



     WHEREAS, the Company’s Registration Statement on Form S-1, No. 333-149977 (the “REGISTRATION
STATEMENT”), for its initial public offering of securities (“IPO”) has been declared effective as
of the date hereof by the Securities and Exchange Commission (the “EFFECTIVE DATE”); and



     WHEREAS, UBS Securities LLC (“UBS”) is acting as the representative of the underwriters (the
“UNDERWRITERS”) in the IPO; and



     WHEREAS, as described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Certificate of Incorporation, $99,000,000 of the net proceeds of the
IPO and the private placement warrants described in the Registration Statement, including
$3,500,000 for deferred underwriting discounts and commissions ($113,475,000 if the underwriters’
over-allotment option is exercised in full, including $4,025,000 for deferred underwriting
discounts and commissions) will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company and the holders of the Company’s common stock, par value
$0.0001, issued in the IPO. The amount to be delivered to the Trustee will be referred to herein as
the “PROPERTY,” the parties for whose benefit the Trustee shall hold the Property will be referred
to together with the Company as the “BENEFICIARIES”);



     WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000
($4,025,000, if the underwriters’ over-allotment option is exercised in full) (or the amount
specified in a notice pursuant to paragraph 2(d) hereof) is attributable to deferred underwriting
commissions that will become payable by the Company to the Underwriters upon the consummation of an
Initial Business Combination (as defined in the Registration Statement) (the “Deferred Discount”);
and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property;



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:



     1. AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and covenants to:



     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in a segregated trust account (the “TRUST ACCOUNT”) established by the Trustee at a
branch of [                                        ] selected by the Trustee;



     (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;



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     (c) In a timely manner, upon the instruction of the Company, invest and reinvest the Property
in any “Government Security” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, as amended (the “Investment Company Act”), having a maturity of one hundred and eighty
days or less, or one or more money market funds, selected by the Company, meeting the conditions
specified in Rule 2a-7 promulgated under the Investment Company Act, as determined by the Company.,



     (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;



     (e) Notify the Company and the Underwriters of all communications received by it with respect
to any Property requiring action by the Company;



     (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust Account or the Company;



     (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or the Underwriters to do
so;



     (h) Render to the Company and to the Underwriters, and to such other person as the Company may
instruct, monthly written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account; and



     (i) Commence liquidation of the Trust Account only after receipt of and only in accordance
with the terms of a letter (the “TERMINATION LETTER”), in a form substantially similar to that
attached hereto as either EXHIBIT A or EXHIBIT B, signed on behalf of the Company by its President
or Chief Executive Officer or other authorized officer, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter
and the other documents referred to therein.



     2. AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and covenants to:



     (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s
President or Chief Executive Officer or other authorized officer. In addition, except with respect
to its duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which it in good faith
believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;



     (b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to this Agreement,
the services of the Trustee hereunder, or the Property or any income earned from investment of the
Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Company shall have the right to conduct
and manage the defense against such Indemnified Claim, provided that the Company shall obtain the
consent of the Trustee with respect to the selection of counsel, which consent shall not be
unreasonably withheld, conditioned or delayed. The Company may not agree



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to settle any Indemnified Claim without the prior written consent of the Trustee, which shall
not be unreasonably withheld, conditioned or delayed. The Trustee may participate in such action
with its own counsel at its own expense;




     (c) Pay the Trustee an initial acceptance fee and a monthly fee as set forth on Schedule A
hereto, which fees shall be subject to written modification by the parties from time to time (it
being expressly understood that the Property shall not be used to pay such fee). The Company shall
pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and
thereafter shall pay the annual fee on each anniversary of the Effective Date. The Trustee shall
refund to the Company the fee (on a PRO RATA basis) with respect to any period after the
liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges
of the Trustee except as may be provided in paragraph 2(b) hereof (it being expressly understood
that the Property shall not be used to make any payments to the Trustee under such paragraph);



     (d) Within five business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the Trustee with a notice in
writing (with a copy to the Underwriters) of the total amount of the Deferred Discount, which shall
in no event be less than $3,500,000; and



     (e) In connection with any vote of the Company’s stockholders on whether to approve an Initial
Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly
engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be
the Trustee) verifying the vote of the Company’s stockholders regarding such Initial Business
Combination.



     3. LIQUIDATION AND DISTRIBUTION OF TRUST ACCOUNT PROPERTY. The Trustee shall commence
liquidation of the Trust Account only upon receipt of, and only in accordance with the terms of, a
letter in form substantially similar to that attached hereto as either Exhibit A or Exhibit B (a
“Termination Letter”), signed on behalf of the Company by its Chief Executive Officer or President,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account
only as directed in the Termination Letter and any other documents referred to therein; provided,
however, that the Trustee shall disburse such funds from the Trust Account (i) from time to time as
may be necessary timely to pay any taxes incurred as a result of interest or other income earned on
the Property held in the Trust Account, only upon receipt and in accordance with the terms of a
letter in form substantially similar to that attached hereto as Exhibit C (a “Tax Disbursement
Letter”), signed on behalf of the Company by its Chief Executive Officer or President and copied to
Authorized Counsel, as evidenced by his or her countersignature thereto, and complete the
disbursement of funds from the Trust Account and distribute such funds only as directed in the Tax
Disbursement Letter and any other documents referred to therein, and (ii) from time to time, only
upon receipt and in accordance with the terms of a letter in form substantially similar to that
attached hereto as Exhibit D (a “Disbursement Letter”), signed on behalf of the Company by its
Chief Executive Officer or President and copied to Authorized Counsel, as evidenced by his or her
countersignature thereto, the Trustee shall disburse to the Company such amount as may be requested
by the Company as directed in the Disbursement Letter and the other documents referred to therein,
provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to
this paragraph 3(ii) may not exceed the lesser of (y) the aggregate amount of interest and any
other income actually received or paid on amounts in the Trust Account less an amount equal to
estimated taxes that are or will be due on such income at an assumed rate of 40% and (z)
$2,000,000. In addition, if as of the date of a Termination Letter in form attached hereto as
Exhibit B, should the Company have received the full amount of its disbursements pursuant to the
preceding sentence, and should such funds be insufficient to cover the Company’s costs and expenses
incurred in connection with the adoption and implementation of its plan of dissolution and its
liquidation, to the extent that there is any interest accrued in the Trust Account not required to
be used to pay income taxes on interest income earned on the Trust



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Account balance, the Company may request in the Termination Letter that the Trustee release to
it an additional amount of up to $75,000 of such accrued interest to pay costs and expenses
incurred in connection with its dissolution and liquidation.




     For purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the attorney
retained and authorized by the Company to perform such functions.



     4. LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or liability to:



     (a) Take any action with respect to the Property, other than as directed in paragraph 1 and 3
hereof and the Trustee shall have no liability to any party except for liability arising out of its
own gross negligence or willful misconduct;



     (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;



     (c) Change the investment of any Property, other than in compliance with paragraph 1(c);



     (d) Refund any depreciation in principal of any Property;



     (e) Assume that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;



     (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;



     (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement; and



     (h) Subject to the requirements of paragraph 3 of this Agreement, pay any taxes on behalf of
the Trust Account to any governmental entity or taxing authority.



     5. TERMINATION. This Agreement shall terminate as follows:



     (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company
and has



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agreed to become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor
trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever that arises due to any actions or omissions to act by any party after such deposit;




     (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to paragraph 2(b); or



     (c) On such date after [                     ___, 2008], when the Trustee deposits the Property with the
United States District Court for the Southern District of New York in the event that, prior to such
date, the Trustee has not received a Termination Letter from the Company pursuant to paragraph
1(i).



     6. MISCELLANEOUS.



     (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt
of written instructions, the Trustee will confirm such instructions with an Authorized Individual
at an Authorized Telephone Number listed on the attached EXHIBIT E. The Company and the Trustee
will each restrict access to confidential information relating to such security procedures to
authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or
other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in an account number or other identifying number, provided it has accurately transmitted the
numbers provided.



     (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws. It may be executed in several
counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.



     (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. This Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; PROVIDED, HOWEVER, that no
such change, amendment or modification may be made without the prior written consent of the
Underwriters. As to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.



     (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York for purposes of resolving any disputes hereunder.



     (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:



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if to the Trustee, to:



American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: Herbert Lemmer

Fax No.: (718) 331-1852



if to the Company, to:



FinTech Acquisition Corp.

405 Silverside Road

Wilmington, DE 19809

Attn: Martin F. Egan, Chief Financial Officer and Secretary

Fax No.: (302) 385-5117



in either case with a copy to:



UBS Investment Bank

299 Park Avenue

New York, NY 10171

Attn: Syndicate Department

Fax No.: (212) 821-4610



and



Ledgewood, P.C.

1900 Market Street

Suite 750

Philadelphia, PA 19103

Attn: J. Baur Whittlesey, Esq.

Fax No.: (215) 735-2513



and



Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Attn: Andrew S. Epstein, Esq.

Fax No.: (212) 878-8375




     (f) This Agreement may not be assigned by the Trustee without the prior written consent of the
Company and the Underwriters.



     (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder.



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     The Trustee acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.



     (h) The Trustee acknowledges and agrees that it is the specific intention of the parties
hereto that the Underwriters are and shall be a third-party beneficiary of the provisions of this
Agreement pertaining to the Deferred Discount (including Section 6(c)) and the Trustee’s
obligations under this Agreement with respect thereto (but solely of those provisions and solely
with respect to such obligations of the Trustee) with the same right and power to enforce those
provisions as either of the parties hereto.



[SIGNATURES APPEAR ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 
	 

	 	AMERICAN STOCK TRANSFER & TRUST COMPANY,

as Trustee	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	 

Title:
	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	 

	 	FINTECH ACQUISITION CORP.	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	 

Title:
	 	 
	 

	 	 

	 	 






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EXHIBIT A




[LETTERHEAD OF COMPANY]




[INSERT DATE]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: Herbert Lemmer




Re: Trust Account No. [ ] Termination Letter




Gentlemen:




     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between FinTech
Acquisition Corp. (the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”), dated as
of                      ___, 2008 (the “TRUST AGREEMENT”), this is to advise you that the Company has entered
into an agreement (the “BUSINESS AGREEMENT”) with [                    ] (the “TARGET BUSINESS”) to
consummate a business combination with Target Business (“BUSINESS COMBINATION”) on or about [INSERT
DATE]. The Company shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (the “CONSUMMATION DATE”).



     Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit] [a
certificate] of verifying the vote of the Company’s stockholders duly approving the Initial
Business Combination in accordance with the terms of the Company’s Amended and Restated Certificate
of Incorporation. The [affidavit] [certificate] includes the identities of the Public Stockholders
who voted against the Initial Business Combination and properly exercised their conversion rights
in connection therewith.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date.



     On the Consummation Date: (i) counsel for the Company shall deliver to you written
notification that the Initial Business Combination has been consummated, (ii) the Company shall
deliver to you written instructions with respect to the transfer of the funds held in the Trust
Account other than the Deferred Discount (the “Instruction Letter”) and (iii) the Underwriters
shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of written notice from counsel and the Instruction Letter, (a) to Public Stockholders who
exercised their conversion rights in connection with the Initial Business Combination, in an amount
equal to their pro rata share of the amounts in the Trust Account as of two business days prior to
the Consummation Date (including the Deferred Discount and any income actually received on the
Trust Account balance and held in the Trust Account, but less an amount equal to estimated taxes
that are or will be due on such income at an assumed rate of 40%); (b) to the Underwriters in an
amount equal to the Deferred Discount as so directed by them, and (c) the remainder in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the



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Company of the same, and the Company shall direct you as to whether such funds should remain
in the Trust Account and be distributed after the Consummation Date to the Company or be
distributed immediately and the penalty incurred. Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.




     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as
provided in the Trust Agreement on the business day immediately following the Consummation Date as
set forth in the notice.



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	FINTECH ACQUISITION CORP.	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	 

Title:
	 	 
	 

	 	 

	 	 






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EXHIBIT B




[LETTERHEAD OF COMPANY]




[INSERT DATE]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: Herbert Lemmer




Re: Trust Account No. [ ] Termination Letter




Gentlemen:




     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between FinTech
Acquisition Corp. (the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”), dated as
of                     , 2008 (the “TRUST AGREEMENT”), this is to advise you that the Company’s existence
expired in accordance with the terms of its Amended and Restated Certificate of Incorporation on
[date] and the Company is proceeding to dissolve and liquidate. Capitalized terms used but not
defined herein shall have the meanings given them in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize and request that
you[: (i) to the extent that there is any interest accrued in the Trust Account not required to be
used to pay income taxes on interest income earned on the Trust Account balance in accordance with
the Tax Disbursement Letter included herewith, which provides a full accounting of Tax Payments (as
defined therein) made by the Company through the date of this letter but not yet reimbursed by
distributions from the Trust, release to us an amount of $                     (which amount shall not exceed
$75,000) to pay costs and expenses incurred in connection with our dissolution and liquidation; and
(ii)] commence liquidation of the Trust Account as part of the Company’s plan of dissolution and
distribution. In connection with this liquidation, you are hereby authorized to establish a record
date for the purposes of determining the stockholders of record entitled to receive their per share
portion of the Trust Account. The record date shall be within ten (10) days of the liquidation
date, or as soon thereafter as is practicable. You will notify the Company and [                    ] (the
“DESIGNATED PAYING AGENT”) in writing as to when all of the funds in the Trust Account will be
available for immediate transfer (the “TRANSFER DATE”). The Designated Paying Agent shall
thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds
in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company’s instructions. You
shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon
the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust
Agreement shall be terminated.



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	FINTECH ACQUISITION CORP.	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	 

Title:
	 	 
	 

	 	 

	 	 






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EXHIBIT C




[LETTERHEAD OF COMPANY]




[INSERT DATE]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: Herbert Lemmer




Re: Trust Account No. [ ] Tax Disbursement Letter




Gentlemen:




     Pursuant to the Investment Management Trust Agreement between FinTech Acquisition Corp. (the
“COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”) dated as of                     , 2008
(the “Trust Agreement”), this is to advise you that the Trust Account, as defined in the Trust
Agreement, has incurred a total of $                                         in taxes (the “Tax Payments”) for the
period from                      ___, 200___to                      ___, 200___ (the “Tax Period”) as a result of interest and
other income earned on the Property, as defined in the Trust Agreement, during the Tax Period.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to distribute
from the Trust Account proceeds from the Property equal to the aggregate Tax Payments on such
dates, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached
hereto as Schedule 1.



Very truly yours,




	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	FINTECH ACQUISITION CORP.	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	 

Title:
	 	 
	 

	 	 

	 	 






	 	 	 
	Authorized Counsel Signatory:
	 	 
	 
	 	 
	By:
	 	 
	 

Name:

	 	 
	 

Title:

	 	 
	 


	 	 






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SCHEDULE 1




SCHEDULE OF TAX PAYMENTS




	 
	[PAYEE]

	 

	Payment Date:

	Amount:

	Address:

	 

	[PAYEE]

	 

	Payment Date:

	Amount:

	Address:

	 

	PAYEE]

	 

	Payment Date:

	Amount:

	Address:







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EXHIBIT D




[LETTERHEAD OF COMPANY]




[INSERT DATE]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: Herbert Lemmer




Re: Trust Account No. [ ] Disbursement Letter




Gentlemen:




     Pursuant to Section 3(ii) of the Investment Management Trust Agreement between FinTech
Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company dated as of
                    , 2008 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust
Account proceeds from the Property, as defined in the Trust Agreement, equal to $                    ,
to                      via wire transfer on                     , 200_.



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	FINTECH ACQUISITION CORP.	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

Name:
	 	 
	 

	 	 

Title:
	 	 
	 

	 	 

	 	 






	 	 	 
	Authorized Counsel Signatory:
	 	 
	 
	 	 
	By:
	 	 
	 

Name:

	 	 
	 

Title:

	 	 
	 


	 	 






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EXHIBIT E




	 	 	 
	AUTHORIZED INDIVIDUAL(S)

	 	AUTHORIZED TELEPHONE NUMBER(S)
	 

	 	 
	FOR TELEPHONE CALL BACK
 


	 	 






	 	 	 	 	 
	COMPANY:

	 	 	 	 
	 
	 	 	 	 
	FinTech Acquisition Corp.
	 	 	 	(302) 385-5000
	405 Silverside Road
	 	 	 	 
	Wilmington, DE 19809
	 	 	 	 
	Attn: Martin F. Egan, Chief Financial
Officer and
	 	 	 	 
	Secretary
	 	 	 	 
	 
	 	 	 	 
	TRUSTEE:

	 	 	 	 
	 
	 	 	 	 
	American Stock Transfer & Trust Company
	 	 	 	 [                    ]
	59 Maiden Lane
	 	 	 	 
	Plaza Level
	 	 	 	 
	New York, New York 10038
	 	 	 	 
	Attn: Herbert Lemmer
	 	 	 	 






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SCHEDULE A



Schedule of fees pursuant to Section 2(c) of Investment Management Trust Agreement
between FinTech Acquisition Corp. and American Stock Transfer & Trust Company




 



	 	 	 	 	 
	 

	 	Time and method of	 	 
	Fee Item

	 	payment
	 	Amount
	 

	 	 
	 	 
	 

	 	   	 	 
	 

	 	   	 	 
	 
	 	 	 	 







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