exv4w4









Exhibit 4.4




FORM OF




WARRANT AGREEMENT




FINTECH ACQUISITION CORP.

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent




     WARRANT AGREEMENT dated as of ____, 2008, between FinTech Acquisition Corp., a Delaware
corporation (the “Company”), and American Stock Transfer & Trust Company, a New York
corporation, as Warrant Agent (the “Warrant Agent”).



     WHEREAS, the Company has filed a registration statement, Registration No. 333-149977 (the
“Registration Statement”) with the Securities Exchange Commission for the initial public offering
of units (the “Initial Public Offering”), each unit (“Unit”) consisting of one share of the
Company’s common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase
one share of Common Stock at an exercise price of $7.50 per share.



     WHEREAS, the Company has issued an aggregate of 2,875,000 Units (i) in a private placement
that occurred concurrently with the execution of that certain Founders’ Securities Purchase
Agreement, dated March 10, 2008, by and among the Company and the purchasers named therein,
1,365,625 Units, each unit consisting of one share of Common Stock, and one warrant to purchase one
share of Common Stock at an exercise price of $7.50 per share (the “Founders’ Warrants”) to the
several purchasers (the “Initial Stockholders”) and (ii) in a private placement that occurred
concurrently with the execution of that certain Sponsor Securities Purchase Agreement, dated March
10, 2008, by and between the Company and TBBK Acquisitions I, LLC (the “Sponsor” and, together with
the Initial Stockholders, the “Founding Stockholders”), 1,509,375 Units, each unit consisting of
one share of Common Stock, and one warrant to purchase one share of Common Stock at an exercise
price of $7.50 per share (the “Sponsor Warrants” and together with the Founders’ Warrants, the
“Initial Founders’ Warrants,” which term shall include any additional Units issued by way of
dividend prior to issuance of the Public Warrants (as defined below).



     WHEREAS, the Company has agreed to issue (i) in a private placement to occur concurrently with
the closing of the Initial Public Offering, 3,300,000 warrants to purchase shares of Common Stock
(the “Private Placement Warrants” and together with the Initial Founders’ Warrants, the “Private
Warrants”) to the Sponsor and (ii) up to 11,500,000 warrants to purchase shares of Common Stock to
be offered to the public pursuant to the Registration Statement (the “Public Warrants” and together
with the Private Warrants, the “Warrants”). The shares of Common Stock issuable on exercise of the
Warrants are referred to as the “Warrant Shares”).



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, transfer, exchange and
exercise of Warrants and other matters as provided herein.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:



     SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent



 









 







to act as agent for the Company in accordance with the instructions set forth hereinafter in
this Agreement, and the Warrant Agent hereby accepts such appointment.



     SECTION 2. Warrant Certificates. The certificates evidencing the Warrants (the “Warrant
Certificates”) to be delivered pursuant to this Agreement shall be in registered form only and
shall be substantially in the form set forth in Exhibit A attached hereto and the warrant
certificates for the Private Warrants shall bear the legend set forth in Exhibit B except
as set forth herein.



     SECTION 3. Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf
of the Company by its Chairman of the Board or its President or Chief Executive Officer and by its
Secretary or an Assistant Secretary. Each such signature upon the Warrant Certificates may be in
the form of a facsimile signature of the present or any future Chairman of the Board, President,
Chief Executive Officer, Secretary or Assistant Secretary and may be imprinted or otherwise
reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the
facsimile signature of any person who shall have been Chairman of the Board, President, Chief
Executive Officer, Secretary or Assistant Secretary, notwithstanding the fact that at the time the
Warrant Certificates shall be countersigned and delivered or disposed of he or she shall have
ceased to hold such office.



     In case any officer of the Company who shall have signed any of the Warrant Certificates shall
cease to be such officer before the Warrant Certificates so signed shall have been countersigned by
the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be
countersigned and delivered or disposed of as though such person had not ceased to be such officer
of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of
the Company to sign such Warrant Certificate, although at the date of the execution of this Amended
and Restated Warrant Agreement any such person was not such officer.



     Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.



     SECTION 4. Registration and Countersignature. Warrant Certificates shall be countersigned by
the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent
shall, upon written instructions of the Chairman of the Board, the President or Chief Executive
Officer, the Treasurer or the Chief Financial Officer of the Company, countersign, issue and
deliver Warrants as provided in this Agreement.



     The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant
Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other
writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.



     SECTION 5. Registration of Transfers and Exchanges; Transfer Restrictions. The Warrant Agent
shall from time to time, subject to the limitations of this Section 5, register the transfer of any
outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon
surrender thereof duly endorsed or accompanied (if so required by the Warrant Agent) by a written
instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by
the registered holder or holders thereof or by the duly appointed legal representative thereof or
by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate
shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by
the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant
Agent in its customary manner.



     The Initial Founders’ Warrants may not be sold or transferred for a period of one year from
the



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date the Company completes its Initial Business Combination and the Private Placement Warrants
may not be sold or transferred until the Company completes its Initial Business Combination, in
either event except in each case to a Permitted Transferee who agrees in writing with the Company
to be subject to such transfer restrictions. The certificates evidencing the Private Warrants shall
bear the legend set forth on Exhibit B hereto. As used herein, “Permitted Transferee”
means:



     (a) the Company’s officers, directors or affiliates or family members of any of the Company’s
officers or directors;



     (b) an immediate family member of a holder of such securities or a trust, the beneficiary of
which is an immediate family member of a holder of such securities, an affiliate of the holder of
such securities or a charitable organization who, in each case, receives such securities as a gift;



     (c) any person who receives such securities by virtue of the laws of descent and distribution
upon death of the existing holder; or



     (d) any person who receives such securities pursuant to a qualified domestic relations order.



     The holder of any Private Warrants or Warrant Shares issued upon exercise of any Private
Warrants further agree prior to any transfer of such securities, to give written notice to the
Company expressing his, her or its desire to effect such transfer and describing briefly the
proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its
counsel and the holder agrees not to make any disposition of all or any portion of such securities
unless and until:



     (a) there is then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such registration statement,
in which case the legends set forth in Exhibit B or Section 6(c) hereof, as the case may be
(collectively the “Legends”) with respect to such securities sold pursuant to such registration
statement shall be removed; or



     (b) if reasonably requested by the Company, (A) the holder shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such Securities under the Securities Act, (B) the Company shall have
received customary representations and warranties regarding the transferee that are reasonably
satisfactory to the Company signed by the proposed transferee and (C) the Company shall have
received an agreement by such transferee to the restrictions contained in the Legends.



     Each Public Warrant shall initially be issued together with one share of Common Stock as a
Unit. The shares of Common Stock and Public Warrants comprising a Unit shall not be separately
transferable before the later of five Business Days following the earlier to occur of the
expiration of the underwriters’ over-allotment option included in the underwriting agreement with
respect to the publicly offered Units, the exercise of such option in full or the announcement by
the underwriters of their intention not to exercise all or any portion of the over-allotment
option, subject to the Company having filed a Form 8-K with the Securities and Exchange Commission
containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the
offering of the Units and having issued a press release announcing when such separate trading will
begin (the later of such dates, the “Detachment Date”). Prior to the Detachment Date, Public
Warrants may be transferred or exchanged only together with the Unit in which such Public Warrant
is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, prior to the Detachment Date, each transfer of a Public Unit on the
register relating to such Units shall operate also to transfer the Public Warrant included in such
Unit.



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     Subject to the terms of this Agreement, Warrant Certificates may be exchanged at the option of
the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust
office, which is currently located at the address listed in Section 17 hereof, for another Warrant
Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like
number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written
request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by
the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the
Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates
surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by such Warrant Agent in its customary manner.



     The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of
this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the
provisions of this Section 5.



     SECTION 6. Terms of Warrants.



     (a) Exercise Price and Exercise Period.



     The initial exercise price per share that Warrant Shares shall be purchasable upon the
exercise of Warrants (the “Exercise Price”) shall be $7.50 per share, and each Warrant shall be
initially exercisable to purchase one share of Common Stock.



     Subject to the terms of this Agreement (including, without limitation, Section 6(d) below),
each Warrant holder shall have the right, which may be exercised commencing at the opening of
business on the first day of the applicable Warrant Exercise Period set forth below and until 5:00
p.m., New York City time, on the last day of such Warrant Exercise Period, to receive from the
Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time
be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in
effect for such Warrant Shares.



     The “Warrant Exercise Period” shall commence (subject to Section 6(d) below), (A) for all
Warrants other than the Initial Founders’ Warrants on the later of: (i) the date that is 12 months
from the closing of the Initial Public Offering or (ii) the date on which the Company completes its
Initial Business Combination, and (B) for the Initial Founders’ Warrants, on the date that the
Closing Price of the Company’s Common Stock exceeds $14.25 per share for any 20 Trading days within
a 30 trading day period beginning 90 days after the Initial Business Combination, and shall end on
the earlier of: (i) the date that is five years from the date of the final prospectus for the
offering of the Public Warrants or (ii) the Business Day preceding the date on which such Warrants
are redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(e) below.



     The “Closing Price” of the Common Stock on any date of determination means;



          (i) the closing sale price for the regular trading session (without considering after hours or
other trading outside regular trading session hours) of the Common Stock (regular way) on the
American Stock Exchange on that date (or, if no closing price is reported, the last reported sale
price during that regular trading session);



          (ii) if the Common Stock is not listed for trading on the American Stock Exchange on that
date, as reported in the composite transactions for the principal United States securities exchange
on which the Common Stock is so listed;



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          (iii) if the Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau
or similar organization; or



          (iv) if the Common Stock is not so quoted, the average of the mid-point of the last bid and
ask prices for the Common Stock from at least three nationally recognized investment-banking firms
that the Company selects for this purpose.



     Each Warrant not exercised prior to 5:00 p.m., New York City time, on the last day of the
Warrant Exercise Period shall become void and all rights thereunder and all rights in respect
thereof under this Agreement shall cease as of such time.



     (b) Redemption of Warrants.



     The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01
per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder,
at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if,
(i) the Closing Price has equaled or exceeded $14.25 per share for any 20 trading days within a 30
trading day period ending on the third Business Day prior to the notice of redemption to Warrant
holders and (ii) at all times between the date of such notice of redemption and the redemption date
a registration statement is in effect covering the Warrant Shares issuable upon exercise of the
Warrants and a current prospectus relating to those Warrant Shares is available.



     Notwithstanding the foregoing, no Initial Founders’ Warrants, as long as such warrants are
held by the Founding Stockholders or their permitted transferees, or Private Placement Warrants
shall be redeemable at the option of the Company.



     (c) Exercise Procedure.



     A Warrant may be exercised upon surrender to the Company at the principal stock transfer
office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof,
of the certificate or certificates evidencing the Warrants to be exercised with the form of
election to purchase on the reverse thereof duly filled in and signed and such other documentation
as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account
of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of
Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate
Exercise Price shall be made in cash or by certified or official bank check payable to the order of
the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any
Warrants be settled on a net cash basis.



     Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of
the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch
to and in such name or names as the Warrant holder may designate, a certificate or certificates for
the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as
provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become a holder of record
of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise
Price.



     The Warrants shall be exercisable, at the election of the holders thereof, either in full or
from time to time in part and, in the event that a certificate evidencing Warrants is exercised in
respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the
date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants
will be issued, and the Warrant



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Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant
Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with
Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may
assume that any Warrant presented for exercise is permitted to be so exercised under applicable law
and shall have no liability for acting in reliance on such assumption.



     All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the
Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent
in its customary manner. The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for
the purchase of the Warrant Shares through the exercise of such Warrants.



     The Warrant Agent shall keep copies of this Agreement and any notices given or received
hereunder available for inspection by the holders with reasonable prior written notice during
normal business hours at its office. The Company shall supply the Warrant Agent from time to time
with such numbers of copies of this Agreement as the Warrant Agent may request.



     Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain
the following legend:




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.




SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO
REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE
EXECUTED BY THE COMPANY.



     (d) Registration Requirement. Notwithstanding anything else in this Section 6, no Warrants
(including any Private Warrants) may be exercised unless at the time of exercise (i) a registration
statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be
issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus
thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of
any Private Warrant) is current. The Company shall use its best efforts to have a registration
statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than
Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become
exercisable and to maintain a current prospectus relating to those Warrant Shares until the
Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a
registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant
Shares to be issued upon exercise of any Private Warrant) is not effective under the Act, all the
rights of holders hereunder shall terminate and all of the Warrants shall expire. In no event shall
the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered
shares upon the exercise of any Warrant that is not a Private Warrant.



     (e) Expiry Upon Liquidation of Trust Account. If the Company is dissolved because it fails
to



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effect an Initial Business Combination, all of the rights of holders hereunder shall terminate
and all of the Warrants shall expire.



     SECTION 7. Payment of Taxes. The Company will pay all documentary stamp taxes attributable
to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that
the Company shall not be required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares
in a name other than that of the registered holder of a Warrant Certificate surrendered upon the
exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant
Certificates unless or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.



     SECTION 8. Mutilated or Missing Warrant Certificates. In case any of the Warrant
Certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant
Agent shall countersign, in exchange and substitution for and upon cancellation of the mutilated
Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of
such loss, theft or destruction of such Warrant Certificate and indemnity, also satisfactory to the
Company and the Warrant Agent. Applicants for such new Warrant Certificates must pay such
reasonable charges as the Company may prescribe.



     SECTION 9. Reservation of Warrant Shares. The Company will at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued Common Stock or its
authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy
any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of
Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The
Warrant Agent shall have no duty to verify availability of such shares set aside by the Company.



     The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”)
and every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the
exercise of any of the Warrants will be irrevocably authorized and directed at all times to reserve
such number of authorized shares as shall be required for such purpose. The Company will keep a
copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for
any shares of the Company’s Common Stock issuable upon the exercise of the Warrants. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent
the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance
with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed
certificates for such purposes and will provide or otherwise make available any cash which may be
payable as provided in Section 12 hereof. The Company will furnish such Transfer Agent a copy of
all notices of adjustments and certificates related thereto, transmitted to each holder pursuant to
Section 13 hereof.



     Before taking any action which would cause an adjustment pursuant to Section 11 hereof to
reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will
take any commercially reasonable corporate action which may, in the opinion of its counsel (which
may be counsel employed by the Company), be necessary in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.



     The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants
will, upon payment of the Exercise Price therefor and issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests with respect to
the issue thereof, except for such liens, charges and security interests as have arisen by the
actions, or failure to act,



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of persons other than the Company and its affiliates, including but not limited to, the
Sponsor.



     SECTION 10. Obtaining Stock Exchange Listings; State Registration. The Company will from
time to time take all commercially reasonable actions which may be necessary so that the Warrant
Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the
principal securities exchanges and markets within the United States of America, if any, on which
other shares of Common Stock are then listed. To the extent that the Common Stock is not listed on
a national securities exchange or there is no exemption from state “blue sky” securities laws for
the issuance of the Warrant Shares, the Company will take all commercially reasonable actions which
may be necessary so that the Warrant Shares are registered in all states in which the holders of
the Warrants reside.



     SECTION 11. Adjustment of Number of Warrant Shares.



     The number of Warrant Shares issuable upon the exercise of each Warrant is subject to
adjustment from time to time upon the occurrence of the events enumerated in this Section 11. For
purposes of this Section 11, “Common Stock” means shares now or hereafter authorized of any class
of common stock of the Company and any other stock of the Company, however designated, that has the
right (subject to any prior rights of any class or series of preferred stock) to participate in any
distribution of the assets or earnings of the Company without limit as to per share amount.



     (a) Adjustment for Change in Capital Stock.



     If the Company:



          (1) pays a dividend or makes a distribution on its Common Stock in either case in shares of
its Common Stock;



          (2) subdivides its outstanding shares of Common Stock into a greater number of shares;



          (3) combines its outstanding shares of Common Stock into a smaller number of shares;



          (4) makes a distribution on its Common Stock in shares of its capital stock other than Common
Stock; or



          (5) issues by reclassification of its Common Stock any shares of its capital stock,



          then the number of shares of Common Stock issuable upon exercise of each Warrant immediately
prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter
exercised shall receive the aggregate number and kind of shares of capital stock of the Company
which he would have owned immediately following such action if such Warrant had been exercised
immediately prior to such action. The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the effective date in
the case of a subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.



     (b) Adjustment for Rights Issue.



     If the Company distributes any rights, options or warrants to all holders of its Common Stock
entitling them to purchase shares of Common Stock at a price per share less than the Closing Price
per share, on the Business Day immediately preceding the ex-dividend date for such distribution of
rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each
Warrant shall



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be adjusted in accordance with the formula:



                         



     where:




	 	N’	=	 the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	N	=	 the current number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	O	=	 the number of shares of Common Stock outstanding on the record date for such distribution.
	 
	 	A	=	 the number of additional shares of Common Stock issuable pursuant to such rights or warrants.
	 
	 	P	=	 the purchase price per share of the additional shares.

	 
	 	M	=	 the Closing Price per share of Common Stock on the record date.





     The adjustment shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the record date for the determination of
stockholders entitled to receive the rights, options or warrants. If at the end of the period
during which such rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the number of shares of Common Stock issuable upon exercise of each
Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had
been the number of shares actually issued.



     (c) Adjustment for Other Distributions.



     If the Company distributes to all holders of its Common Stock any of its assets (including
cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or
other securities of the Company (other than Common Stock), the number of shares of Common Stock
issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:



                         



     where:




	 	N’	=	 the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	N	=	 the current number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	M	=	 the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution.
	 
	 	F	=	 the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith.





     The adjustment shall be made successively whenever any such distribution is made and shall
become effective immediately after the record date for the determination of stockholders entitled
to receive such distribution.



     This subsection (c) does not apply to regular quarterly cash dividends including increases
thereof



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or rights, options or warrants referred to in subsection (b) of this Section 11. If any
adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options
or warrants and at the end of the period during which any such rights, options or warrants are
exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall
be immediately readjusted as if “F” in the above formula was the fair market value on the
ex-dividend date for such distribution of the indebtedness or assets actually distributed upon
exercise of such rights, options or warrants divided by the number of shares of Common Stock
outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary
contained in this subsection (c), if “M-F” in the above formula is less than $1.00, the Company may
elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment
otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise
thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds
thereof) which would have been distributed to such holders had such Warrants been exercised
immediately prior to the record date for such distribution.



     (d) Adjustment for Common Stock Issue.



     If the Company issues shares of Common Stock for a consideration per share less than the
Closing Price per share on the date the Company fixes the offering price of such additional shares,
the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in
accordance with the formula:



                         



     where:




	 	N’	=	 the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	N	=	 the current number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	O	=	 the number of shares outstanding immediately prior to the issuance of such additional shares.
	 
	 	P	=	 the aggregate consideration received for the issuance of such additional shares.
	 
	 	M	=	 the Closing Price per share on the date of issuance of such additional shares.
	 
	 	A	=	 the number of shares outstanding immediately after the issuance of such additional shares.





     The adjustment shall be made successively whenever any such issuance is made, and shall become
effective immediately after such issuance.



     This subsection (d) does not apply to:



          (1) any of the transactions described in subsections (b) and (c) of this Section 11,



          (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or
exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or
warrants issued to the holders of Common Stock,



          (3) Common Stock (and options exercisable therefor) issued to the Company’s employees,
officers, directors, consultants or advisors (whether or not still in such capacity on the date of
exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of
Directors of the Company and approved by the holders of Common Stock when required by law, if such
Common Stock would otherwise be covered by this subsection (d),



10









 





          (4) Common Stock issued in a bona fide public offering for cash,



          (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company,
including without limitation the issuance of equity as consideration or partial consideration for
acquisitions from persons that are not affiliates of the Company.



     (e) Adjustment for Convertible Securities Issue.



     If the Company issues any securities convertible into or exchangeable for Common Stock (other
than securities issued in transactions described in subsections (b) and (c) of this Section 11) for
a consideration per share of Common Stock initially deliverable upon conversion or exchange of such
securities less than the Closing Price per share on the date of issuance of such securities, the
number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in
accordance with this formula:



                         



     where:




	 	N’	=	 the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	N	=	 the current number of shares of Common Stock issuable upon exercise of each Warrant.
	 
	 	O	=	 the number of shares outstanding immediately prior to the issuance of such securities.
	 
	 	P	=	 the aggregate consideration received for the issuance of such securities.
	 
	 	M	=	 the Closing Price per share on the date of issuance of such securities.
	 
	 	D	=	 the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.





     The adjustment shall be made successively whenever any such issuance is made, and shall become
effective immediately after such issuance.



     If all of the Common Stock deliverable upon conversion or exchange of such securities have not
been issued when such securities are no longer outstanding, then the number of shares of Common
Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have
been had the adjustment upon the issuance of such securities been made on the basis of the actual
number of shares of Common Stock issued upon conversion or exchange of such securities.



     This subsection (e) does not apply to:



          (1) convertible securities issued in a bona fide public offering for cash; or



          (2) convertible securities issued in a bona fide private placement to non-affiliates of the
Company, including the issuance of convertible securities as consideration or partial consideration
for acquisitions from persons that are not affiliates of the Company.



     (f) Adjustment for Tender or Exchange Offer. If the Company or any of its subsidiaries makes a
payment in respect of a tender offer or exchange offer for the Common Stock, if the cash and value
of any other consideration included in the payment per share of the Common Stock exceeds the
Closing Price of the Common Stock on the trading day next succeeding the last date on which tenders
or exchanges may be made pursuant to such tender or exchange offer, the number of shares of Common
Stock issuable upon exercise of each Warrant will be increased based on the following formula:



11









 






                         



     where,




	 	N’	=	 the adjusted number of shares of Common Stock issuable upon exercise of each Warrant;
	 
	 	N o	=	 the current number of shares of Common Stock issuable upon exercise of each warrant;
	 
	 	AC	=	 the aggregate value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable for shares purchased in such tender or exchange offer;
	 
	 	OS o	=	 the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;
	 
	 	OS’	=	 the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires; and
	 
	 	SP’	=	 the Closing Price of the Common Stock on the trading day next succeeding the date such tender or exchange offer expires.





     The adjustment shall be made successively and shall become effective immediately following the
date such tender or exchange offer expires.



     (g) Consideration Received.



     For purposes of any computation respecting consideration received pursuant to subsections (d),
(e) and (f) of this Section 11, the following shall apply:



          (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be
the amount of such cash, provided that in no case shall any deduction be made for any commissions,
discounts or other expenses incurred by the Company for any underwriting or other sale or
disposition of the issue or otherwise in connection therewith;



          (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in
part other than cash, the consideration other than cash shall be deemed to be the fair market value
thereof as reasonably determined by the Board of Directors of the Company (irrespective of the
accounting treatment thereof) and described in a Board resolution which shall be filed with the
Warrant Agent; and



          (3) in the case of the issuance of securities convertible into or exchangeable for shares, the
aggregate consideration received therefor shall be deemed to be the consideration received by the
Company for the issuance of such securities plus the additional minimum consideration, if any, to
be received by the Company upon the conversion or exchange thereof for the maximum number of shares
used to calculate the adjustment (the consideration in each case to be determined in the same
manner as provided in clauses (1) and (2) of this subsection).



     (h) Defined Terms; When De Minimis Adjustment May Be Deferred.



     As used in this section 11:



          (1) “ex-dividend date” means the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive the
issuance or distribution in question;



12









 





          (2) “trading day” means, with respect to the Common Stock or any other security, a day during
which (i) trading in the Common Stock or such other security generally occurs, (ii) there is no
market disruption event (as defined below) and (iii) a Closing Price for the Common Stock or such
other security (other than a Closing Price referred to in the next to last clause of such
definition) is available for such day; provided that if the Common Stock or such other security is
not admitted for trading or quotation on or by any exchange, bureau or other organization, “trading
day” will mean any Business Day;



          (3) “market disruption event” means, with respect to the Common Stock or any other security,
the occurrence or existence of more than one-half hour period in the aggregate or any scheduled
trading day for the Common Stock or such other security of any suspension or limitation imposed on
trading (by reason of movements in price exceeding limits permitted by the stock exchange or
otherwise) in the Common Stock or such other security or in any options, contract, or future
contracts relating to the Common Stock or such other security, and such suspension or limitation
occurs or exists at any time before 1:00 p.m. (New York time) on such day; and



          (4) “Business Day” means, any day on which the American Stock Exchange is open for trading and
which is not a Saturday, a Sunday or any other day on which banks in the City of New York, New
York, are authorized or required by law to close.



     No adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant
need be made unless the adjustment would require an increase or decrease of at least 1% in such
number. Any adjustments that are not made shall be carried forward and taken into account in any
subsequent adjustment.



     All calculations under this Section 11 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be.



     (i) When No Adjustment Required.



     No adjustment need be made for a transaction referred to in subsections (b), (c), (d), (e) or
(f) of this Section 11 if Warrant holders are to participate, without requiring the Warrants to be
exercised, in the transaction on a basis and with notice that the Board of Directors of the Company
reasonably determines to be fair and appropriate in light of the basis and notice on which holders
of Common Stock participate in the transaction.



     No adjustment need be made for a change in the par value of the Common Stock or a change of
the Common Stock to be stock without par value.



     To the extent the Warrants become convertible into cash, no adjustment need be made thereafter
as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the
cash.



     (j) Notice of Adjustment.



     Whenever the number of shares of Common Stock issuable upon exercise of each Warrant is
adjusted, the Company shall provide the notices required by Section 13 hereof.



     (k) Notice of Certain Transactions.



          If:



13









 





          (1) the Company takes any action that would require an adjustment in the Exercise Price
pursuant to subsections (a), (b), (c), (d), (e) or (f) of this Section 11 and if the Company does
not arrange for Warrant holders to participate pursuant to subsection (i) of this Section 11;



          (2) the Company takes any action that would require a supplemental Warrant Agreement pursuant
to subsection (l) of this Section 11; or



          (3) there is a liquidation or dissolution of the Company,



          the Company shall mail to Warrant holders a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company
shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect
in it shall not affect the validity of the transaction.



     (l) Reorganization of Company.



     If the Company consolidates or merges with or into, or transfers or leases all or
substantially all its assets to, any person, upon consummation of such transaction the Warrants
shall automatically become exercisable for the kind and amount of securities, cash or other assets
which the holder of a Warrant would have owned immediately after the consolidation, merger,
transfer or lease if such holder had exercised the Warrant immediately before the effective date of
the transaction; provided that (i) if the holders of Common Stock were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets for which
each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and
amount received per share by the holders of Common Stock in such consolidation or merger that
affirmatively make such election or (ii) if a tender or exchange offer shall have been made to and
accepted by the holders of Common Stock under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
which such maker is a part, and together with any affiliate or associate of such maker (within the
meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive, upon exercise of the Warrant, the highest amount of cash, securities
or other property to which such holder would actually have been entitled as a shareholder if such
Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to
such tender or exchange offer, subject to adjustments (from and after the consummation of such
tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this
Section 11. Concurrently with the consummation of any such transaction, the corporation or other
entity formed by or surviving any such consolidation or merger if other than the Company, or the
person to which such sale or conveyance shall have been made, shall enter into a supplemental
Warrant Agreement so providing and further providing for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided for in this Section. The successor
Company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement.



     If the issuer of securities deliverable upon exercise of Warrants under the supplemental
Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that
issuer shall join in the supplemental Warrant Agreement.



14









 





     If this subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this Section 11
do not apply.



     (m) Warrant Agent’s Disclaimer.



     The Warrant Agent has no duty to determine when an adjustment under this Section 11 should be
made, how it should be made or what it should be. The Warrant Agent has no duty to determine
whether any provisions of a supplemental Warrant Agreement under subsection (l) of this Section 11
are correct. The Warrant Agent makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible
for the Company’s failure to comply with this Section.



     (n) When Issuance or Payment May Be Deferred.



     In any case in which this Section 11 shall require that an adjustment in the number of shares
of Common Stock issuable upon exercise of each Warrant be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such event (i) issuing to
the holder of any Warrant exercised after such record date the Warrant Shares and other capital
stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and
other capital stock of the Company, if any, issuable upon such exercise on the basis of the number
of shares of Common Stock issuable upon exercise of each Warrant and (ii) paying to such holder any
amount in cash in lieu of a fractional share pursuant to Section 12 hereof; provided, however, that
the Company shall deliver to such holder an appropriate instrument evidencing such holder’s right
to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the
event requiring such adjustment.



     (o) Adjustment in Exercise Price.



     Upon each event that provides for an adjustment of the number of shares of Common Stock
issuable upon exercise of each Warrant pursuant to this Section 11, each Warrant outstanding prior
to the making of the adjustment shall thereafter have an adjusted Exercise Price (calculated to the
nearest ten millionth) obtained from the following formula:



                         



     where:




	 	E’	=	 the adjusted Exercise Price.
	 
	 	E	=	 the Exercise Price prior to adjustment.
	 
	 	N’	=	 the adjusted number of Warrant Shares issuable upon exercise of a Warrant by payment of the adjusted Exercise Price.
	 
	 	N	=	 the number of Warrant Shares previously issuable upon exercise of a Warrant by payment of the Exercise Price prior to adjustment.





     Following any adjustment to the Exercise Price pursuant to this Section 11, the amount
payable, when adjusted and together with any consideration allocated to the issuance of the
Warrants, shall never be less than the par value per Warrant Share at the time of such adjustment.
Such adjustment shall be made successively whenever any event listed above shall occur.



     (p) Form of Warrants.



15









 





     Irrespective of any adjustments in the number or kind of shares issuable upon the
exercise of the Warrants or the Exercise Price, Warrants theretofore or thereafter issued may
continue to express the same number and kind of shares and Exercise Price as are stated in
the Warrants initially issuable pursuant to this Agreement.



     (q) Other Dilutive Events.



     In case any event shall occur affecting the Company, as to which the provisions of this
Section 11 are not strictly applicable, but would impact the holders of Warrants adversely as
compared to holders of Common Stock, and the failure to make any adjustment would not fairly
protect the purchase rights represented by the Warrants in accordance with the essential intent and
principles of this Section then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing
which shall give their opinion upon the adjustment, if any, on a basis consistent with the
essential intent and principles established in this Section 11, necessary to preserve, without
dilution, the purchase rights represented by the Warrants.



     The provisions of this Section 11 shall not apply until issuance of the Public Warrants.



     SECTION 12. Fractional Interests. The Company shall not be required to issue fractional
Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same holder, the number of full Warrant Shares which shall
be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant
Share would, except for the provisions of this Section 12, be issuable on the exercise of any
Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the fair
market value on the day immediately preceding the date the Warrant is presented for exercise,
multiplied by such fraction.



     SECTION 13. Notices to Warrant Holders. Upon any adjustment of the Exercise Price pursuant
to Section 11, the Company shall promptly thereafter, and in any event within five days, (i) cause
to be filed with the Warrant Agent a certificate executed by the Chief Financial Officer or
principal financial officer of the Company setting forth the number of Warrant Shares issuable upon
exercise of each Warrant after such adjustment and setting forth in reasonable detail the method of
calculation and the facts upon which such calculations are based, and (ii) cause to be given to
each of the registered holders of the Warrant Certificates at his address appearing on the Warrant
register written notice of such adjustments by first class mail, postage prepaid. Where
appropriate, such notice may be given in advance and included as a part of the notice required to
be mailed under the other provisions of this Section.



     The Warrant Agent shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless
and until it shall have received such certificate.



     In case:



     (a) the Company shall authorize the issuance to all holders of shares of Common Stock of
rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other
subscription rights or warrants; or



     (b) the Company shall authorize the distribution to all holders of shares of Common Stock of
evidences of its indebtedness or assets (other than regular cash dividends or dividends payable in
shares of Common Stock or distributions referred to in subsection (b) of Section 11 hereof); or



16









 





     (c) of any consolidation or merger to which the Company is a party and for which approval of
any shareholders of the Company is required, or of the conveyance or transfer of the properties and
assets of the Company substantially as an entirety, or of any reclassification or change of Common
Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a subdivision or
combination), or a tender offer or exchange offer for shares of Common Stock; or



     (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or



     (e) the Company proposes to take any action not specified above which would require an
adjustment of the Exercise Price pursuant to Section 11 hereof;



     then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to
each of the registered holders of the Warrant Certificates at his address appearing on the Warrant
register, at least 10 calendar days prior to the applicable record date hereinafter specified, or
as promptly as practicable under the circumstances in the case of events for which there is no
record date, by first class mail, postage prepaid, a written notice stating (i) the date as of
which the holders of record of shares of Common Stock to be entitled to receive any such rights,
options, warrants or distribution are to be determined, or (ii) the initial expiration date set
forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which
any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is
expected to become effective or consummated, and the date as of which it is expected that holders
of record of shares of Common Stock shall be entitled to exchange such shares for securities or
other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up. The failure to give the notice required by this
Section 13 or any defect therein shall not affect the legality or validity of any distribution,
right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up, or the vote upon any action.



     Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed
as conferring upon the holders thereof the right to vote or to consent or to receive notice as
shareholders in respect of the meetings of shareholders or the election of Directors of the Company
or any other matter, or any rights whatsoever as shareholders of the Company.



     SECTION 14. Merger, Consolidation or Change of Name of Warrant Agent. Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust or agency business of the
Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor warrant agent under the provisions of
Section 16. In case at the time such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, and in case at that time any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of the Warrant
Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the
successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full
force and effect provided in the Warrant Certificates and in this Agreement.



     In case at any time the name of the Warrant Agent shall be changed and at such time any of the
Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name
has been changed may adopt the countersignature under its prior name, and in case at that time any
of the



17









 







Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such
Warrant Certificates either in its prior name or in its changed name, and in all such cases such
Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and
in this Agreement.



     SECTION 15. Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed
by this Agreement (and no implied duties or obligations shall be read into this Agreement against
the Warrant Agent) upon the following terms and conditions, by all of which the Company and the
holders of Warrants, by their acceptance thereof, shall be bound:



     (a) The statements contained herein and in the Warrant Certificates shall be taken as
statements of the Company and the Warrant Agent assumes no responsibility for the correctness of
any of the same except such as describe the Warrant Agent or action taken or to be taken by it. The
Warrant Agent assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.



     (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with
any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with
by the Company.



     (c) The Warrant Agent may consult at any time with counsel of its own selection (who may be
counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant Certificate in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the opinion or the advice of such
counsel. The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents or attorneys and the Warrant Agent shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.



     (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur
no liability or responsibility to the Company or to any holder of any Warrant Certificate for any
action taken in reliance on any Warrant Certificate, certificate of shares, notice, resolution,
waiver, consent, order, certificate, or other paper, document or instrument (whether in its
original or facsimile form) believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties.



     (e) The Company agrees to pay to the Warrant Agent such compensation for all services rendered
by the Warrant Agent in the administration and execution of this Agreement as the Company and the
Warrant Agent shall agree in writing, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the
execution of this Agreement (including fees and expenses of its counsel) and to indemnify the
Warrant Agent (and any predecessor Warrant Agent) and save it harmless against any and all claims
(whether asserted by the Company, a holder or any other person), damages, losses, expenses
(including taxes other than taxes based on the income of the Warrant Agent), liabilities, including
judgments, costs and counsel fees and expenses, for anything done or omitted by the Warrant Agent
in the execution of this Agreement except as a result of its negligence or willful misconduct. The
provisions of this Section 15(e) shall survive the expiration of the Warrants and the termination
of this Agreement.



     (f) The Warrant Agent shall be under no obligation to institute any action, suit or legal
proceeding or to take any other action likely to involve expense unless the Company or one or more
registered holders of Warrant Certificates shall furnish the Warrant Agent with security and
indemnity satisfactory to it for any costs and expenses which may be incurred, but this provision
shall not affect the power of the



18









 







Warrant Agent to take such action as it may consider proper, whether with or without any such
security or indemnity. All rights of action under this Agreement or under any of the Warrants may
be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any
recovery of judgment shall be for the ratable benefit of the registered holders of the Warrants, as
their respective rights or interests may appear.



     (g) The Warrant Agent, and any stockholder, director, officer or employee of it, may buy, sell
or deal in any of the Warrants or other securities of the Company or become pecuniarily interested
in any transaction in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.



     (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for
anything that it may do or refrain from doing in connection with this Agreement except for its own
negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment
made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in
ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no
event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant
Agent has been advised of the likelihood of the loss or damage and regardless of the form of the
action.



     (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder
of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or
number of the Warrant Shares or other securities or property deliverable as provided in this
Agreement, or to determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with respect to the
method employed in making the same. The Warrant Agent shall not be accountable with respect to the
validity or value or the kind or amount of any Warrant Shares or of any securities or property
which may at any time be issued or delivered upon the exercise of any Warrant or with respect to
whether any such Warrant Shares or other securities will when issued be validly issued and fully
paid and nonassessable, and makes no representation with respect thereto.



     (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the
Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a
result of its inability to perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or commission, or any
statute, rule, regulation or executive order promulgated or enacted by any governmental authority
prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company
must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise
overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s
obligation under Section 6(d) to use its best efforts to have a registration statement in effect
covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current
prospectus relating to those Warrant Shares.



     (k) Any application by the Warrant Agent for written instructions from the Company may, at the
option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the
Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or
such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or
omission of,



19









 







the Warrant Agent in accordance with a proposal included in such application on or after the
date specified in such application (which date shall not be less than three Business Days after the
date any officer of the Company actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Warrant Agent shall have received written
instructions in response to such application specifying the action to be taken or omitted.



     (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights.



     (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no
liability for, or in respect of, any action taken or omitted by it in connection with its
administration of this Agreement if such acts or omissions are not the result of the Warrant
Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance
upon (i) the proper execution of the certification concerning beneficial ownership appended to the
form of assignment and the form of the election attached hereto unless the Warrant Agent shall have
actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such
certification including, without limitation, any refusal to honor any otherwise permissible
assignment or election by reason of such non-execution.



     SECTION 16. Change of Warrant Agent. The Warrant Agent may at any time resign as Warrant
Agent upon written notice to the Company. If the Warrant Agent shall become incapable of acting as
Warrant Agent, the Company shall appoint a successor to such Warrant Agent. If the Company shall
fail to make such appointment within a period of 30 days after it has been notified in writing of
such resignation or of such incapacity by the Warrant Agent or by the registered holder of a
Warrant Certificate, then the registered holder of any Warrant Certificate or the Warrant Agent may
apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either
by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the
Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to
remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant
Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at
the expense of the Company, to any court of competent jurisdiction for the appointment of a
successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the
Company or the former Warrant Agent. After appointment, the successor to the Warrant Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had been originally named
as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees
and expenses due it and its agents and counsel shall deliver and transfer to the successor to the
Warrant Agent any property at the time held by it hereunder and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided
for in this Section 16, however, or any defect therein, shall not affect the legality or validity
of the appointment of a successor to the Warrant Agent.



     SECTION 17. Notices to Company and Warrant Agent. Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant
Certificate to or on behalf of the Company shall be sufficiently given or made when and if
deposited in the mail, first class or registered, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


FinTech Acquisition Corp.

405 Silverside Road

Wilmington, DE 19809




20









 







Attn: Chief Financial Officer




     In case the Company shall fail to maintain such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the principal corporate trust office of the Warrant Agent.



     Any notice pursuant to this Agreement to be given by the Company or by the registered
holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if
deposited in the mail, first-class or registered, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company) to the Warrant Agent as follows:


American Stock Transfer & Trust Company

59 Maiden Lane, Plaza Level

New York, New York 10038

Attn: Compliance Department




     SECTION 18. Supplements and Amendments. The Company and the Warrant Agent may from time to
time supplement or amend this Agreement without the approval of any holders of Warrant Certificates
in order to cure any ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not in any way adversely affect the interests of the holders
of Warrant Certificates theretofore issued. Upon the delivery of a certificate from an appropriate
officer of the Company that states that the proposed supplement or amendment is in compliance with
the terms of this Section 18, the Warrant Agent shall execute such supplement or amendment.
Notwithstanding anything in this Agreement to the contrary, the prior written consent of the
Warrant Agent must be obtained in connection with any supplement or amendment that alters the
rights or duties of the Warrant Agent. The Company and the Warrant Agent may amend any provision
herein with the consent of the holders of Warrants exercisable for a majority of the Warrant Shares
issuable on exercise of all outstanding Warrants that would be affected by such amendment; provided
that any amendment affecting the Public Warrants must be approved by the holders of a majority of
the Public Warrants outstanding. Without limiting the generality of the foregoing, prior to the
issuance of any Public Warrants, this Agreement (including Exhibit A hereto) may be amended
by the Company and the Warrant Agent, without the consent of any holder of Private Warrants, to
modify in any way or provide for the terms of the Public Warrants.



     SECTION 19. Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.



     SECTION 20. Termination. This Agreement will terminate on any earlier date if all Warrants
have been exercised or expired without exercise. The provisions of Section 15 hereof shall survive
such termination.



     SECTION 21. Governing Law. This Agreement and each Warrant Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of said State. The parties agree that, all
actions and proceedings arising out of this Agreement or any of the transactions contemplated
hereby, shall be brought in the United States District Court for the Southern District of New York
or in a New York State Court in the County of New York and that, in connection with any such action
or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto
also irrevocably waives all right to



21









 







trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the
transactions contemplated hereby.



     SECTION 22. Benefits of This Agreement. Nothing in this Agreement shall be construed to give
to any person or corporation other than the Company, the Warrant Agent and the registered holders
of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and
this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and
the registered holders of the Warrant Certificates.



     SECTION 23. Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     SECTION 24. Force Majeure. In no event shall the Warrant Agent be responsible or liable for
any failure or delay in the performance of its obligations under this Agreement arising out of or
caused by, directly or indirectly, forces beyond its reasonable control, including without
limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software or hardware) services.



[SIGNATURE PAGE FOLLOWS]




22









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the
day and year first above written.




	 	 	 
	 

	 	FINTECH ACQUISITION CORP.
	 
	 	 
	 

	 	 

	 

	 	Name:
	 

	 	Title:






AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent




	 
	 	 

	 
	Name:

	Title:







23









 








EXHIBIT A





			
	NUMBER	 	 
	W                                        
	 	WARRANTS






(SEE REVERSE SIDE FOR LEGEND)

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME,                              , 2013




FINTECH ACQUISITION CORP.




CUSIP




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring                                         , 2013 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001
per share (“Shares”), of FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”), for
each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to
purchase from the Company, commencing on the later of (i) the Company’s completion of a business
combination with a target business or (ii)                                         , 2009, such number of
Shares of the Company at the initial exercise price of $7.50 per share, upon surrender of this
Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
American Stock Transfer & Trust Company (such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and American Stock Transfer & Trust Company, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument. The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term
Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may
be purchased at the time the Warrant is exercised. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.




     The Company will use its best efforts to cause a registration statement relating to the Shares
issuable upon exercise of the Warrant to become effective on or prior to the commencement of the
Warrant Exercise Period and to maintain the effectiveness of such registration statement until the
expiration date of the Warrant. The Warrant is not exercisable unless, at the time of exercise, the
common stock for which the Warrant may be exercised is the subject of an effective registration
statement under the Securities Act of 1933, as amended, and a prospectus relating to the Shares is
current and the Shares have been registered or deemed to be exempt from registration under the
securities laws of the state of residence of the holder of the Warrant. The Company is not
obligated to settle the Warrant for cash, even if the Warrant is not exercisable due to the failure
by the Company to maintain an effective registration statement. In no event shall the Warrants be
settled on a net cash basis during the Warrant Exercise Period nor shall the Company be entitled to
issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.



     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will,
upon exercise, round up to the nearest whole number the number of Shares of Common Stock to be
issued to the Warrant holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



 









 





     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.



     The Company reserves the right to call the Warrant at any time during the Warrant Exercise
Period and prior to its exercise, with a notice of call in writing to the holders of record of the
Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if
the last sale price of the Shares has been at least $14.25 per share for any 20 trading days within
a 30 trading day period ending on the third business day prior to the date on which notice of such
call is given, provided that on the date such notice of redemption is given and during the entire
period thereafter until the time of redemption, there is an effective registration statement
covering the shares of common stock issuable upon exercise of the Warrant and current prospectus
relating to the Warrant is available. The call price of the Warrants is to be $.01 per Warrant. Any
Warrant either not exercised or tendered back to the Company by the end of the date specified in
the notice of call shall be canceled on the books of the Company and have no further value except
for the $.01 call price.



Dated:




	 	 	 	 	 
	                                                            

PRESIDENT

	 	FINTECH ACQUISITION

CORP.

CORPORATE SEAL 

DELAWARE	 	                                                            

SECRETARY
	 
	 	 	 	 






     Counterigned and Registered by:




American Stock Transfer & Trust Company,

as Transfer Agent and Registrar



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signature
	 	 






 









 






SUBSCRIPTION FORM




To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned Registered Holder irrevocably elects to exercise                                         
Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock
issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall
be issued in the name of




      



(PLEASE TYPE OR PRINT NAME AND ADDRESS)




      

 
 

 
 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)






      




and, if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance
of such Warrants be registered in the name of, and delivered to, the
Registered Holder at the address stated below:




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	(SIGNATURE)
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(ADDRESS)
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(TAX IDENTIFICATION NUMBER)






ASSIGNMENT




To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,                                                             hereby sell, assign and transfer unto




      



(PLEASE TYPE OR PRINT NAME AND ADDRESS)




      

 
 

 
 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)





                                                            of the Warrants represented by this Warrant Certificate, and hereby




irrevocably constitute and appoint                                         
                                                
                                            
                                                            



Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(SIGNATURE)





THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE,
NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.




 









 





EXHIBIT B




LEGEND FOR PRIVATE WARRANTS



THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY
ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH
IN THE WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN
CIRCUMSTANCES].1



SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON
EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.




No.                                           Warrants




 




1 Only applies to Initial Founders’ Warrants.