Exhibit 10.2


 


January
19, 2017


 


FinTech
Acquisition Corp. II


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104-2870


 


Re:
        Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between FinTech
Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor
Fitzgerald”), as the representative of the underwriters (the “Underwriters”), relating
to an underwritten initial public offering (the “Offering”), of up to 17,595,000 of the Company’s
units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001
per share (the “Common Stock”), and one-half of a warrant exercisable for one share of Common Stock
(each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933,
as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”). The Company expects
that the Units will be listed for trading on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph
16 hereof.


 


The
Insiders signatory hereto hereby agree with the Company as follows:


 


1.
Each Insider agrees that, if the Company seeks stockholder approval of (a) a proposed initial Business Combination or (b)
a proposed amendment to the Company’s amended and restated certificate of incorporation (as may be amended from time to
time, the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of
the Offering Shares if the Company does not complete its initial Business Combination within 24 months from the completion of
the Offering, then in connection with such proposed initial Business Combination or amendment to the Charter, such person shall
vote, as applicable, all Founder Shares, Placement Shares and any shares acquired by such person in the Offering or in the secondary
public market in favor of such proposed initial Business Combination or such amendment to the Charter, as applicable.


 


2.

         (a) Each Insider hereby agrees that, if the Company fails to consummate a Business Combination within 24 months from the consummation
of the Offering, such person shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Offering Shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts
representing interest earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in
an amount up to $500,000 for working capital expenses, in an amount up to $100,000 to pay dissolution expenses and less any other
interest released to, or reserved for use by, the Company to pay franchise and income taxes, divided by the number of Offering
Shares then outstanding, which redemption will completely extinguish the holder’s rights as a stockholder with respect to
his, her or its Offering Shares (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject
in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law.


 


(b)
Each Insider agrees to not propose any amendment to the Charter that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not consummate a Business Combination within 24 months from
the completion of the Offering, unless the Company provides the holders of Offering Shares with the opportunity to redeem their
Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including any amounts representing interest earned on the Trust Account, less interest previously
released to, or reserved for use by, the Company in an amount up to $500,000 for working capital expenses and less any other interest
released to, or reserved for use by, the Company to pay franchise and income taxes, divided by the number of then outstanding
Offering Shares.


 






     


     


    

 


(c)
Each Insider acknowledges and agrees that Founder Shares or Placement Shares held by him, her or it are not entitled to, and have
no right, interest or claim of any kind in or to, any monies held in the Trust Account or distributed as a result of any liquidation
of the Trust Account.


 


(d)
Each Insider waives, with respect to any Founder Shares or Placement Shares held by such undersigned party, any redemption rights
he, she or it may have (i) in connection with the consummation of an initial Business Combination, (ii) if the Company fails to
consummate its initial Business Combination or liquidates within 24 months from the completion of the Offering or (iii) if the
Company seeks an amendment to its Charter that would affect the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares as described above. If any of the Insiders should acquire Offering Shares in or after the Offering,
each Insider hereby waives with respect to such Offering Shares held by such undersigned party any redemption rights such party
may have in connection with the consummation of a Business Combination or a stockholder vote to amend the Charter to modify the
substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete its
initial Business Combination within 24 months from the completion of the Offering; provided, however, that the Insiders will be
entitled to redemption rights with respect to such Offering Shares held by them if the Company fails to consummate a Business
Combination or liquidates within 24 months from completion of the Offering.


 


3.

         (a) To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 2,295,000 Units
(as described in the Prospectus), the Initial Holders shall return to the Company for cancellation, at no cost, an aggregate number
of Founder Shares determined by multiplying 760,000 by a fraction: (i) the numerator of which is 2,295,000 minus the number of
shares of the Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 2,295,000. The Initial Holders further agree that, if the Company effects a stock split, stock dividend, reverse stock
split, contribution back to capital or otherwise in connection with any increase or decrease in the size of the Offering, to the
extent that the Underwriters do not exercise their over-allotment option in full, the aggregate number of shares that the Initial
Holders will be required to return to the Company as set forth in the immediately preceding sentence shall be adjusted so that
the Founder Shares held by the Initial Holders and their Permitted Transferees represent 25% of the Company’s issued and
outstanding shares of Common Stock immediately following such forfeiture. The number of Founder Shares to be returned by each
Initial Holder, if any, pursuant to this Section 3(a) shall be determined on a pro-rata basis based on the percentage of outstanding
Founder Shares held by each Initial Holder at the time of such forfeiture.


 


(b)
Subject to paragraph 3(d), the Founder Shares owned by the Insiders shall not be transferable or salable (x) with respect to 20%
of such shares, until consummation of the Company’s initial Business Combination, (y) with respect to 20% of such shares,
when the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the
consummation of its initial Business Combination, (z) with respect to 20% of such shares, when the closing price of the Common
Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of its initial Business
Combination, (xx) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $15.00 for any 20 trading
days within a 30-trading day period following the consummation of its initial Business Combination and (yy) with respect to 20%
of such shares, when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period
following the consummation of its initial Business Combination or earlier, in any case, if, following the initial Business Combination,
the Company engages in a subsequent transaction (i) resulting in all of the Company’s stockholders having the right to exchange
their Common Stock for cash or other securities, or (ii) involving a consolidation, merger or other similar transaction in which
the Company is the surviving entity that results in the directors and officers of the Company ceasing to comprise a majority of
the Board (in the case of directors) or management (in the case of officers) of the surviving entity (such applicable period being
the “Founder Lock-Up Period”). For the avoidance of doubt, the satisfaction of any of the conditions
of clauses (z), (xx) and (yy) shall permit the termination of the transfer prohibition with respect to all Founder Shares included
within that pricing level or any lower pricing level. During the Founder Lock-Up Period, the Insiders shall not, except as described
in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), with respect to
the Founder Shares then subject to the Founder Lock-Up Period, (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any of the Founder Shares then subject to the Founder
Lock-Up Period, whether any such transaction is to be settled by delivery of the Common Stock or such other securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (b)(i) or (b)(ii).


 






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(c)
Until 30 days after the consummation of the initial Business Combination (“Placement Unit Lock-Up Period”),
the Sponsor shall not, except as described in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants, whether any such transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in clause (c)(i) or (c)(ii).


 


(d)
Notwithstanding the provisions contained in paragraphs 3(b) and 3(c) hereof, any Insider may transfer, as applicable, the Founder
Shares and/or Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement Warrants
(1) in connection with an initial Business Combination with the consent of the Company to any third party that agrees in writing
to be bound by the provisions of this agreement applicable to Insiders (other than paragraph 1 and the second sentence of paragraph
2(d)); and (2) (a) to the Company’s officers, the Company’s directors, the Initial Holders, or Cantor Fitzgerald,
or Cantor Fitzgerald’s officers, directors, or direct or indirect equityholders, (b) to an affiliate or immediate family
member of any of the Company’s officers, directors, Initial Holders, and Cantor Fitzgerald, (c) to any member, officer or
director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor, (d) by gift
to any Permitted Transferee under any of the immediately preceding subsections (a) through (c), a trust, the beneficiaries of
which are one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or a charitable
organization, (e) by virtue of laws of descent and distribution upon death of any of the Company’s officers, the Company’s
directors, the Initial Holders, members of the Sponsor, or any officers, directors, or direct or indirect equityholders of Cantor
Fitzgerald, (f) pursuant to a qualified domestic relations order, (g) in the event of the Company’s liquidation prior to
consummation of its initial Business Combination, (h) by virtue of the laws of Delaware, the Sponsor’s limited liability
company agreement upon dissolution of the Sponsor, or the organizational documents of Cantor Fitzgerald upon dissolution of Cantor
Fitzgerald (i) subsequent to the Company’s consummation of its initial Business Combination, in the event of a liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property or (j) subsequent to the Company’s consummation
of its initial Business Combination, in the event of a consolidation, merger or other similar transaction in which the Company
is the surviving entity that results in the directors and officers of the Company ceasing to comprise a majority of the Board
(in the case of directors) or management (in the case of officers) of the surviving entity (each, a “Permitted Transferee”);
provided, however, that, in the case of subclauses (a) through (f) and (h), these transferees enter into a written agreement with
the Company agreeing to be bound by the transfer restrictions set forth herein. For the avoidance of doubt, for the purposes of
this Agreement, a managed account managed by the same investment manager of any of Nantahala Capital Partners Limited Partnership,
Nantahala Capital Partners II Limited Partnership, Blackwell Partners LLC-Series A or Silver Creek CS SAV, L.L.C. (each a “Nantahala
Entity”) shall be deemed an affiliate of such Nantahala Entity, and a managed account managed by the same investment manager
of any of AG Oncon, LLC, AG Ofcon, Ltd., AG Mortgage Value Partners Master Fund, l.P., AG TCDRS, L.P. and AG Pisgah RMBS LLC)
(each an “Angelo Gordon Entity”) shall be deemed an affiliate of such Angelo Gordon Entity.


 






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(e)
Further, each Insider agrees that after the Founder Lock-Up Period or the Placement Unit Lock-Up Period, as applicable, has elapsed,
the Founder Shares and/or Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants owned by such Insider shall only be transferable or saleable pursuant to a sale registered under the Securities Act or
pursuant to an available exemption from registration under the Securities Act. The Company and each Insider acknowledges that
pursuant to that certain registration rights agreement to be entered into among the Company and certain security holders of the
Company, parties to the agreement may request that a registration statement relating to the Founder Shares and/or Placement Units,
Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement Warrants be filed by the Company with
the Commission prior to the end of the Founder Lock-Up Period or the Placement Unit Lock-Up Period, as the case may be; provided,
however, that such registration statement does not become effective prior to the end of the Founder Lock-Up Period or the Placement
Unit Lock-Up Period, as applicable.


 


(f)
Subject to the limitations described herein, each Insider shall retain all of such Insider’s rights as a security holder
during, as applicable, the Founder Lock-Up Period and/or Placement Unit Lock-Up Period including, without limitation, the right
to vote, as the case may be, the Founder Shares and/or Placement Shares.


 


(g)
During the Founder Lock-Up Period and Placement Unit Lock-Up Period, all dividends payable in cash with respect to such securities
shall be paid, as applicable, to each security holder, but all dividends payable in Common Stock or other non-cash property shall
become subject to the applicable lock-up period as described herein and shall only be released from such lock-up in accordance
with the provisions of this paragraph 3.


 


4.
Without limiting the provisions of paragraph 3(d) hereof, during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, each of the undersigned shall not (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section
16 of the Exchange Act with respect to any Units, Placement Units, shares of Common Stock, Warrants, Placement Shares, Placement
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by an undersigned
party, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, Placement Units, shares of Common Stock, Warrants, Placement Shares, Placement Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by the undersigned, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any
transaction specified in clause (i) or (ii); provided, however, that the restrictions of this Section 4 shall not apply to any
distributions by the Sponsor to its members of Units, Placement Units, shares of Common Stock, Warrants, Placement Shares, Placement
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock.


 


5.

         (a) In the event of the liquidation of the Trust Account without the consummation of a Business Combination, Daniel G. Cohen
(the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which
the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company
or (ii) any prospective target business (a “Target”) as described in the Prospectus; provided, however,
that such indemnification of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below $10.00 (regardless of whether or not the Underwriters exercise any portion of their overallotment option) per
Offering Share and only if such third party or Target has not executed an agreement waiving claims against any and all rights
to seek access to the Trust Account, regardless of whether such agreement is enforceable. In the event that any such executed
waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible for any liability as a
result of any such third party claims. Notwithstanding any of the foregoing, indemnification of the Company by the Indemnitor
pursuant to this paragraph 5 shall not apply as to any claims arising from the Company’s obligation pursuant to the Underwriting
Agreement to indemnify the Underwriters.


 






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(b)
If the Company is liquidated within 24 months following completion of the Offering, to the extent that interest income on the
balance of the Trust Account (net of any taxes payable) released to the Company in amounts up to $500,000 for working capital
expense and up to $100,000 to pay dissolution expenses and any other interest released to, or reserved for use by, the Company
to pay franchise and income taxes and loans from the Sponsor (each as described in the Prospectus) are insufficient to fund the
costs and expenses of liquidation, the Indemnitor agrees to pay the balance of the amount necessary to complete the liquidation
of the Company.


 


6.
The Company agrees that the Company will not engage any third party to render services, agree to purchase any products from
such third party, or enter into any discussion or any acquisition agreement with a Target unless (i) such third party or Target
has agreed to execute a waiver against any right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any proceeds from the Trust Account, that is acceptable to the Board or (ii) the Board and Sponsor have each consented in writing
to dispense with such waiver with respect to such services, product, discussions or acquisition agreement, in each case with the
written consent of the Indemnitor as part of the consent of the Board. In addition the Company shall endeavor, together with the
officers and directors of any acquisition target for its initial Business Combination, to obtain waivers of claims to the monies
held in the Trust Account from creditors of such acquisition target (which, for the avoidance of doubt, shall include creditors
existing prior to the initial Business Combination as well as after completion of the initial Business Combination).


 


7.
In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, each officer and
director of the Company who is signatory to this Agreement agrees that until the earliest of the Company’s initial Business
Combination, liquidation or the time at which such person ceases to be an officer or director of the Company, such person shall
present to the Company for its consideration, prior to presentation to any other entity, any suitable Business Combination opportunities
of which such person (or companies or entities which such person manages or controls) becomes aware, subject to any current or
future fiduciary or contractual obligations of such person that such person discloses to the Company.


 


8.
Each officer and director signatory hereto represents and warrants that the biographical information furnished to the Company
by him or her is true and accurate in all material respects and does not omit any material information with respect to such person’s
background. Each of the answers of such person to the items in questionnaires furnished to the Company by such officer and director
is true and accurate in all material respects.


 


9.
Each of the undersigned represents and warrants that her, she or it:


 


(a)
is not subject to or a respondent in any legal action for any injunction, cease-and-desist order or order or stipulation to desist
or refrain from any act or practice relating to the offering of securities in any jurisdiction;


 


(b)
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities, and the undersigned is not currently
a defendant in any such criminal proceeding; and


 


(c)
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.


 


10.
Each Insider agrees that he, she or it shall receive no finder’s fees, consulting fees or other similar compensation
from the Company prior to, or for any services they render in order to effectuate, the consummation of the initial Business Combination,
other than the following:


 


(a)
repayment of loans made to the Company by the Sponsor prior to completion of the Offering in connection with organizational expenses
and the preparation, filing and consummation of the Offering;


 






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(b)
repayment of the up to $1,100,000 in incremental loans that the Sponsor has committed to make to finance transaction costs in
connection with an intended initial Business Combination; provided, that, if the Company does not consummate a Business Combination,
amounts representing interest earned on the Trust Account may be used by the Company to repay such loaned amounts up to $500,000
for working capital expenses and up to $100,000 to pay dissolution expenses and any other interest released to, or reserved for
use by, the Company to pay franchise and income taxes; and


 


(c)
reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination,
provided that no proceeds of the Offering placed in the Trust Account may be applied to the payment of such expenses prior to
the consummation of an initial Business Combination.


 


11.
Each of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements,
representations, and warranties set forth herein in proceeding with the Offering.


 


12.
Each of the undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to
the Underwriters and their legal representatives or agents (including any investigative search firm retained by the Underwriters)
any information they may have about such undersigned party’s background and finances (“Information”),
purely for the purposes of performing required due diligence examinations in connection with the Offering (provided that the Underwriters
agree to hold such Information in confidence). Each of the undersigned agrees that neither the Underwriters nor their agents shall
be violating such undersigned party’s right of privacy by requesting and obtaining the Information in accordance with this
Section 12.


 


13.
Each officer and director of the Company acknowledges and agrees that the Company will not consummate any Business Combination
with any company or involving any assets with which or about which an officer or director has had any discussions in such person’s
capacity as an officer or director of the Company, formal or otherwise, prior to the consummation of the Offering, with respect
to a Business Combination. Until the earlier of (i) the entry into a definitive agreement by the Company for a Business Combination;
(ii) the liquidation of the Company; (iii) the termination of such person as an officer or director of the Company or (iv) the
date that is 24 months after the completion of the IPO, each officer and director of the Company agrees not to become affiliated
as an officer or director of a blank check company similar to the Company.


 


14.
Each of the undersigned acknowledges and agrees that the Company will not consummate any initial Business Combination that
involves a company which is affiliated with such undersigned party unless the Company obtains an opinion from an independent investment
banking firm that is a member of the Financial Industry Regulatory Authority and reasonably acceptable to Cantor Fitzgerald that
the Business Combination is fair to the Company’s stockholders from a financial perspective.


 


15.
Each officer and director signatory hereto represents and warrants that he or she has full right and power, without violating
any agreement to which such person is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director
on the Board, as applicable, and hereby consents to being named in the Prospectus as an officer and/or as a director of the Company,
as applicable.


 






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16.
As used in this Letter Agreement, (i) “Business Combination” shall mean a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar Business Combination, involving the Company and one or
more businesses; (ii) “Founder Shares” shall mean the 6,000,000 shares of Common Stock acquired by the
Sponsor and the other Initial Holders for an aggregate purchase price of $25,000 prior to the consummation of the Offering; (iii)
“Initial Holders” shall mean Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Swarthmore Trust
of 2016, Shami Patel, Jeremy Kuiper and the Sponsor; (iii) “Offering Shares” shall mean the shares of
Common Stock included in the units sold in the Offering; (iv) “Placement Shares” shall mean the shares
of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants
to purchase up to an aggregate of 210,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement
Units” shall mean the aggregate of 420,000 Units of the Company (each Placement Unit consists of one Placement Warrant
and one Placement Share) sold in the Private Placement to the Sponsor and Cantor Fitzgerald for an aggregate purchase price of
$4,200,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering
and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included
in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time;
(ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously
with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 420,000 Placement Units to FinTech
Investor Holdings II, LLC, a Delaware limited liability company (the “Sponsor”) and Cantor; (x) “Insiders”
shall mean the Sponsor and its members, any holders of Founder Shares, any person who receives Placement Units, Founder Shares
or their respective underlying securities as a Permitted Transferee (except for Cantor Fitzgerald) and each officer and director
of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment
option.


 


17.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by the parties hereto.


 


18.
No party may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on each undersigned party and each of such undersigned party’s, as applicable, heirs, personal representatives, successors
and assigns.


 


19.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York
applicable to contracts entered into within the borders of such state and without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties (i) agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the federal
or state courts in the borough of Manhattan in the City of New York, and irrevocably submits to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


20.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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, electronic or facsimile transmission.


 


21.
This Letter Agreement shall terminate in the event that the Offering is not completed by April 30, 2017; and, provided, further,
that paragraph 5 of this Letter Agreement shall survive any liquidation of the Company.


 


[Signature
page follows]








 






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	 	Sincerely,
	 	 
	 	FINTECH
        ACQUISITION CORP II.

        a
        Delaware corporation

         

	 	By:	/s/
    James J. McEntee, III
	 	Name:	James
    J. McEntee, III
	 	Title:	President
    and Chief Financial Officer 


 


	 	FINTECH
        INVESTOR HOLDINGS II, LLC

        a
        Delaware limited liability company



 


	 	By:	/s/
    Daniel G. Cohen
	 	Name:	Daniel
    G. Cohen
	 	Title:	Manager


 


	 	DGC
        FAMILY FINTECH TRUST

        a
        Delaware trust

         

	 	By:	/s/
    Daniel G. Cohen
	 	Name:	Daniel
    G. Cohen
	 	Title:	Trustee


 


	 	SWARTHMORE
        TRUST OF 2016

        a
        Pennsylvania trust

         

	 	By:	/s/
Richard Maiocco
	 	Name:	Richard
    Maiocco
	 	Title:	Trustee


 


[Signature
Page to Letter Agreement]








 






    	 		 



     


    

 


	 	/s/
Betsy Z. Cohen
	 	Betsy
    Z. Cohen, individually
	 	 
	 	/s/
Daniel G. Cohen
	 	Daniel
    G. Cohen, individually
	 	 
		/s/
Walter T. Beach
	 	Walter
    T. Beach, individually
	 	 
	 	/s/
Jeremy Kuiper
	 	Jeremy
    Kuiper, individually
	 	 
	 	/s/
James J. McEntee, III
	 	James
    J. McEntee, III, individually
	 	 
	 	/s/
Shami Patel
	 	Shami
    Patel, individually


 


[Signature
Page to Letter Agreement]