Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2017, is made and entered
into by and among each of FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), FinTech
Investor Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co.,
a New York general partnership (“Cantor”) and the other Initial Stockholders (as defined below) and
any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS,
the Company has issued the Sponsor and the other Initial Stockholders an aggregate of 6,000,000 shares (the “Founder
Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”),
of which an aggregate of 760,000 Founder Shares are subject to the forfeiture to the extent that the underwriters of the Company’s
initial public offering (the “IPO”) do not exercise their overallotment option in full;


 


WHEREAS,
the Sponsor and Cantor have each entered into a unit subscription agreement with the Company, dated as of the date hereof, pursuant
to which the Sponsor and Cantor agreed to purchase an aggregate of 420,000 units of the Company (each, a “Placement
Unit” and collectively, the “Placement Units”), each Placement Unit consisting of one
share of Common Stock (each, a “Placement Share” and collectively, the “Placement Shares”)
and one half of one warrant to purchase one share of Common Stock (each, a “Placement Warrant” and collectively,
the “Placement Warrants”) in a private placement transaction (the “Private Placement”)
occurring simultaneously with the closing of the IPO;


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


ARTICLE
I


DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set
forth below:


 


1.1.1
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which
disclosure, in the good faith judgment of the Board or the Chairman, Chief Executive Officer or principal financial officer of
the Company (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


1.1.2
“Agreement” shall have the meaning given in the Preamble.


 


1.1.3
“Board” shall mean the Board of Directors of the Company.


 






     

     

    

 


1.1.4
“Business Combination” means an initial merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business transaction with one or more businesses, or engagement in any other similar business
combination transaction involving the Company.


 


1.1.5
“Commission” shall mean the Securities and Exchange Commission.


 


1.1.6
“Common Stock” shall have the meaning given in the Recitals hereto.


 


1.1.7
“Company” shall have the meaning given in the Preamble.


 


1.1.8
“Demand Registration” shall have the meaning given in subsection 2.1.1.


 


1.1.9
“Demanding Holders” shall have the meaning given in subsection 2.1.1.


 


1.1.10
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to
time.


 


1.1.11
“Form S-1” shall have the meaning given in subsection 2.1.1.


 


1.1.12
“Form S-3” shall have the meaning given in subsection 2.3.


 


1.1.13
“Founder Lock-up Period” shall mean, with respect to the Founder Shares, the period ending: (A)
with respect to 20% of the Founder Shares, upon the consummation of the Business Combination; (B) with respect to 20% of the Founder
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 the Business Combination; (C) with respect to 20% of the Founder 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 the Business Combination;
(D) with respect to 20% of the Founder 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 the Business Combination; and (E) with respect to 20% of the Founder
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 the 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 Board or the directors and officers of the Company ceasing to comprise a majority
of the board of directors (in the case of directors) or management (in the case of officers) of the surviving entity.


 


1.1.14
“Founder Shares” shall have the meaning given in the Recitals hereto.


 


1.1.15
“Holders” shall have the meaning given in the Preamble.


 


1.1.16
“Initial Stockholders” shall mean Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Swarthmore
Trust of 2016, James J. McEntee, III, Shami Patel, Jeremy Kuiper and the Sponsor.


 


1.1.17
“IPO” shall have meaning set forth in the Recitals hereto.


 


1.1.18
“Letter Agreements” shall mean the letter agreement by and among the Company, certain of the Company’s
officers and directors, the Sponsor and the other Initial Stockholders and the letter agreement by and between the Company and
Cantor.


 


1.1.19
“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.


 






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1.1.20
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material
fact required to be stated in a Registration Statement, preliminary Prospectus or Prospectus, or necessary to make the statements
in a Registration Statement, preliminary Prospectus or Prospectus, in light of the circumstances under which they were made, not
misleading.


 


1.1.21
“Piggy-back Registration” shall have the meaning given in Section 2.2.1.


 


1.1.22
“Placement Share” or “Placement Shares” shall have the meaning given in
the Recitals hereto.


 


1.1.23
“Placement Unit Lock-up Period” shall mean, with respect to the Placement Units, Placement Shares,
Placement Warrants and any of the shares of Common Stock issued or issuable upon the exercise of such Placement Warrants, a period
terminating 30 days after the consummation of a Business Combination, subject to certain exceptions set forth in the Letter Agreement.


 


1.1.24
“Placement Unit” or “Placement Units” shall have the meaning given in
the Recitals hereto.


 


1.1.25
“Placement Warrant” or “Placement Warrants” shall have the meaning given
in the Recitals hereto.


 


1.1.26
“Private Placement” shall have the meaning given in the Recitals hereto.


 


1.1.27
“Pro Rata” shall have the meaning given in Section 2.1.4.


 


1.1.28
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by
any and all prospectus supplements and as amended by any and all post-effective amendments and including all materials incorporated
by reference in such prospectus.


 


1.1.29
“Prospectus Date” shall mean the date of the final Prospectus filed with the Commission and relating
to the IPO.


 


1.1.30
“Registrable Security” shall mean (a) the Founder Shares, (b) the Placement Warrants (including
any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants), (c) the Placement Shares, (d)
any outstanding shares of Common Stock or any other equity security (including the Common Stock issued or issuable upon the exercise
of any other equity security) held by a Holder as of the date of this Agreement, (e) any equity securities (including the shares
of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any
working capital loans made to the Company by a Holder, and (f) any other equity security of the Company issued or issuable with
respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of stock,
acquisition, recapitalization, consolidation, reorganization, stock exchange, stock reconstruction and amalgamation or contractual
control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(i) if a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act,
at the earlier of (a) one year following the date the Registration Statement is declared effective or (b) the date that such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities
may otherwise be transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 


1.1.31
“Registration” shall mean a registration effected by preparing and filing a Registration Statement
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.


 






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1.1.32
“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without
limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority and any securities exchange on which the Common Stock is then listed);


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company; and


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration.


 


1.1.33
“Registration Statement” shall mean any registration statement that covers the Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including
post-effective amendments) and supplements to such registration statement, and all exhibits to and all materials incorporated
by reference in such registration statement.


 


1.1.34
“Requesting Holder” shall have the meaning given in subsection 2.1.1.


 


1.1.35
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.


 


1.1.36
 “Sponsor” shall have the meaning given in the Recitals hereto.


 


1.1.37
 “Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal
in an Underwritten Offering and not as part of such dealer’s market-making activities.


 


1.1.38
 “Underwritten Registration” or “Underwritten Offering” shall mean a Registration
in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


ARTICLE
II


REGISTRATIONS


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from
time to time on or after the date the Company consummates the Business Combination, the Holders of a majority-in-interest of the
then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand
for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe
the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such
written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder
of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a
Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within
five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall, not more than forty five (45) days
after the Company’s receipt of the Demand Registration, file a Registration Statement on Form S-1 or any similar long-form
registration statement that may be available at that time (“Form S-1”) with respect to all Registrable
Securities requested by the Demanding Holders and Requesting Holders pursuant such the Demand Registration, and shall use its
reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable
thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if
the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the
Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection
2.1.1 with respect to any or all Registrable Securities.


 






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2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the
Commission; provided, however, that if after such Registration Statement has been declared effective, an offering of Registrable
Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction
of the Commission, federal or state court or any other governmental agency (except for a stop order or injunction resulting from
information supplied by a Demanding or Requesting Holding for use in the Registration Statement being incorrect or incomplete)
the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(x) such stop order or injunction is removed, rescinded or otherwise terminated, and (y) a majority-in-interest of the Demanding
Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; and, provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously
filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by a majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and
the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back
registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of
equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such
Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if
any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any)
has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding
Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii)
second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of
Common Stock or other equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each
Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,
which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity securities
of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 






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2.1.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or
a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right
in their sole discretion to withdraw from a Registration pursuant to such Demand Registration upon written notification to the
Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection a Registration pursuant to a Demand Registration prior to its withdrawal under
this subsection 2.1.5.


 


2.2
Piggy-back Registration.


 


2.2.1
Piggy-back Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account
of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit
plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely
to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the
Company, or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of
the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date
of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,
and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration
a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to
be included in such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of
a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1
to be included in a Piggy-back Registration on the same terms and conditions as any similar securities of the Company included
in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback
Registration at any time in its sole discretion.


 






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2.2.2
Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that
is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating
in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires
to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate
written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the
Registrable Securities as to which registration has been requested pursuant Section 2.2.1 hereof, and (iii) the shares of Common
Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights
of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other
stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and


 


(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such
requesting persons or entities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without
exceeding the Maximum Number of Securities (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell
which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities
for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3
Piggy-back Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggy-back
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
any) of his, her or its intention to withdraw from such Piggy-back Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggy-back Registration. The Company (in its sole discretion or at the
result of a request for withdrawal by persons pursuant to separate written contractual obligations) may postpone or withdraw the
filing or effectiveness of a Piggy-back Registration. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with the Piggy-back Registration prior to its withdrawal
under this subsection 2.2.3.


 


2.2.4
Unlimited Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof; provided, however,
that the rights to demand a Piggy-back Registration under this Section 2.2 shall terminate on the second anniversary of the consummation
of the Business Combination.


 






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2.3
Registrations on Form S-3. Provided that the Company has qualified for the use of a Registration Statement on Form
S-3 or any successor form thereto, the Holders of Registrable Securities may, at any time, and from time to time, request in writing
that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form Registration Statement
that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated
to effect such request through an Underwritten Offering. Within ten (10) days of the Company’s receipt of a written request
from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice
of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company.
As soon as practicable thereafter, but not more than thirty (30) days after the Company’s initial receipt of such written
request for a Registration on Form S-3, the Company shall file a Registration Statement on Form S-3 with respect to the Registrable
Securities of such Holder(s) as are specified in such written request, together with all or such portion of Registrable Securities
of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders,
and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon
as practicable thereafter; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together
with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the
Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.
The rights to demand Registration on Form S-3 under this Section 2.3 shall terminate on the third anniversary of the Business
Combination.


 


2.4
Restrictions on Registration Rights. The Company shall not be obligated to effect any Demand Registration within 180
days after the effective date of a previous Demand Registration or a previous Piggy-back Registration in which holders of Registrable
Securities were permitted to register, and actually sold, 75% of the Registrable Securities requested to be included therein.
The Company may postpone for up to 120 days the filing or effectiveness of (A) a Registration Statement for a Demand Registration
if the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment
of underwriters to firmly underwrite the offer, or (B) a Registration Statement for a Demand Registration or a Registration on
Form S-3 if the Registration Statement is required under applicable law, rule or regulation to contain (i) financial statements
that are unavailable to the Company for reasons beyond the Company’s control, (ii) audited financial statements as of a
date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses
of this audit), (iii) pro forma financial statements that are required to be included in a registration statement, or if the Board
determines in its reasonable good faith judgment that such Demand Registration would (x) materially interfere with a significant
acquisition, corporate organization or other similar transaction involving the Company, (y) require the Company to make an Adverse
Disclosure or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that
in such event the Holders of a majority-in-interest of the Registrable Securities initiating a Demand Registration shall be entitled
to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand
Registrations hereunder and the Company shall pay all Registration Expenses in connection with such Registration. The Company
may delay a Demand Registration hereunder only twice in any period of twelve consecutive months.


 


ARTICLE
III


COMPANY
PROCEDURES


 


3.1
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company
is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto
the Company shall:


 


3.1.1
prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement have been sold;


 






    	 	8	 



     

    

 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required
by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or
rules and regulations thereunder to keep the Registration Statement effective until the earlier of (a) one year following the
effective date of the Registration Statement or (b) until all Registrable Securities covered by such Registration Statement are
sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus
and either (i) any underwriter overallotment option has terminated by its terms or (ii) the underwriters have advised the Company
that they will not exercise such option or any remaining portion thereof;


 


3.1.3
furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration,
or such Holders’ legal counsel, copies of the Prospectus included in such Registration Statement (including each preliminary
Prospectus), and each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated
by reference therein), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of
Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in
such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5
use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than
the effective date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of
the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation
or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement,
as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 






    	 	9	 



     

    

 


3.1.10
in the event of an Underwritten Offering, permit the participating Holders to rely on any “cold comfort” letter
from the Company’s independent registered public accountants provided to the managing Underwriter of such offering;


 


3.1.11
in the event of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of counsel representing
the Company for the purposes of such Registration issued to the managing Underwriter of such offering covering legal matters with
respect to the Registration;


 


3.1.12
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing Underwriter of such offering;


 


3.1.13
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date
of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and
which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q,
10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.14
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.15
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders, in connection with such Registration.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and all reasonable fees and expenses
of any legal counsel representing the Holders.


 


3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for
equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to
sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice) and, if so directed
by the Company, each Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Registrable Securities at the time of receipt of such notice.
If the continued use of a Registration Statement in respect of any Registration at any time would require the Company to make
an Adverse Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable
to the Company for reasons beyond the Company’s control, (ii) audited financial statements as of a date other than the Company’s
fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro
forma financial statements that are required to be included in a registration statement, the Company may, upon giving prompt written
notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement
for no more than 180 days. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any
period during which it exercised its rights under this Section 3.4.


 






    	 	10	 



     

    

 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be reporting under the Exchange Act, covenants to use reasonable best efforts to file timely (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to Sections 13(a) or 15(d) of the Exchange Act and to promptly upon request by a Holder furnish such Holder with true and complete
copies of such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.6
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its
rights under Section 2.1 and 2.2 hereunder after five and two years after the effective date of the registration statement relating
to the Company’s IPO, respectively, and (ii) Cantor may not exercise its rights under Section 2.1more than one time.


 


ARTICLE
IV


INDEMNIFICATION
AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with
any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors
and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any
untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be
several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable
Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers,
directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided
in the foregoing with respect to indemnification of the Company.


 






    	 	11	 



     

    

 


4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall
survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees
to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited
to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable
by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations
set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such
party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which
does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5
from any person who was not guilty of such fraudulent misrepresentation.


 






    	 	12	 



     

    

 


ARTICLE
V


MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic
mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall
be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the
date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile,
at such time as it is delivered to the addressee (with the delivery receipt of the intended recipient or the affidavit of messenger)
or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must
be addressed to


 


the
Company at:


 


FinTech
Acquisition Corp. II


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104-2870Email: jmce@stbwell.com


 


with
a copy to:


 


Ledgewood


2001
Market Street, Suite 3400


Philadelphia,
Pennsylvania 19103


Attention:
Amanda Abrams


Email:
aabrams@ledgewood.com


Facsimile:
(215) 735-9450


 


and
to the Holders, at such Holder’s address referenced in Schedule A.


 


Any
party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2
Assignment; No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. Prior to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case may be,
no Holder may assign or delegate his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding
the above, as it applies to the Registrable Securities, the Holder may transfer such securities during the respective lock-up
period to any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental
Stock Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions
set forth in this Agreement and the Letter Agreements.


 


5.2.2
Except as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable
Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent
of any transfer of Registrable Securities by any such Holder.


 


5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Holders, the
permitted assigns and its successors and the permitted assigns of the Holders.


 


5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly
set forth in this Agreement and Section 5.2 hereof.


 






    	 	13	 



     

    

 


5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or
obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section
5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each
of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


5.4
Governing Law; Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal
courts of the United States or the courts of the State of New York in each case located in the city of New York, and each party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


5.5
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the then outstanding Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and
any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under
this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise
of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder or thereunder by such party.


 


5.6
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.


 


5.7
Termination. This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement
or (ii) the date as of which (A) all of the Registrable Securities have either been sold pursuant to a Registration Statement
or cease to be Registrable Securities (but in no event prior to the applicable period referred to in Section 4(3) of the Securities
Act and Rule 174 thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the
manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE
PAGES FOLLOW]


 






    	 	14	 



     

    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	  	COMPANY:
	  	  
	  	FINTECH
        ACQUISITION CORP. II

        a Delaware
        corporation

	  	  
	  	By:	/s/
James J. McEntee, III
	  	  	Name:
        James J. McEntee, III

        Title:
          President and Chief Financial Officer

	  	  	  
	  	HOLDERS:
	  	  
	  	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
	  	  	  
	  	By:	/s/
Daniel G. Cohen
	  	  	Name:
    Daniel G. Cohen
	  	  	Title:
      Trustee
	  	  	  
	  	  	/s/
Betsy Z. Cohen
	  	  	Betsy
    Z. Cohen
	  	  	 
	  	  	/s/
Daniel G. Cohen
	  	  	Daniel
    G. Cohen
	  	  	  
	  	  	/s/
Shami Patel
	  	  	Shami
    Patel
	  	  	  
	  	  	/s/
Jeremy Kuiper
	  	  	Jeremy
    Kuiper
	  	  	  
	  	Swarthmore
Trust of 2016
	  	  	  
	  	By:	/s/
Richard Maiocco
	  	  	Name:
    Richard Maiocco
	  	  	Title:
    Trustee


 


	  	CANTOR
        FITZGERALD & CO.

        a New
        York general partnership



 


	  	By:	/s/
Shawn Matthews
	  	Name:	Shawn
    Matthews
	  	Title:	CEO


 





	 	/s/
    James J. McEntee, III
	 	James
    J. McEntee, III




 


 


[Registration
Rights Agreement]