EXHIBIT 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made effective as of February 12, 2015 by and between
FinTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-200925 (the “Registration Statement”) and related prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
and one warrant, each warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering
hereinafter referred to as the “Offering”), was declared effective by the U.S. Securities and Exchange
Commission on February 12, 2015; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald &
Co. (“Representative”) as representative of the several underwriters named therein (the “Underwriters”);
and


 


WHEREAS, as described
in the Registration Statement, $100,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined
in the Underwriting Agreement) (or $115,000,000 if the Underwriters’ over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Company’s Common Stock included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned
thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property are referred herein to as the “Public Stockholders,” and the Public Stockholders
and the Company together are referred to herein as the “Beneficiaries”); and


 


WHEREAS, pursuant
to the Underwriting Agreement, up to $5,000,000, or $6,050,000 if the Underwriters’ over-allotment option is exercised in
full, of the Property is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Representative upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


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


 


NOW THEREFORE,
IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at
JP Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


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


 


(c) In a timely
manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in
money market funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder;


 



     


     


    

 


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


 


(e) Promptly notify
the Company of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any
necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


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


 


(h) Render to
the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer,
President, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
any amounts representing interest earned on the Trust Account, less any interest previously
released to, or reserved for use by, the Company as provided in this Agreement for working capital requirements
or to pay taxes or dissolution expenses, only as directed in the Termination Letter and the other documents referred to therein,
or (y) August 19, 2016 (“Termination Date”), if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including any amounts representing interest earned on
the Trust Account, less any interest previously released to, or reserved for use by,
the Company as provided in this Agreement for working capital requirements or to pay taxes
or dissolution expenses, shall be distributed to the Public Stockholders of record as of such date; provided, however, that in
the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the Termination Date, the Trustee shall
keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders.
The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution
of Property that is to be made to the Public Stockholders and, in its separate capacity as Paying Agent, agrees to distribute such
Property directly to the Company’s Public Stockholders in accordance with the terms of this Agreement and the Company’s
Certificate of Incorporation in effect at the time of such distribution; 


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Withdrawal Request”), withdraw from the Trust Account and distribute to
the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, to
cover working capital requirements or pay dissolution expenses, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment. Any Withdrawal Request for a distribution
to pay a franchise tax shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and
a written statement from the principal financial officer of the Company setting forth the actual amount payable. To the extent
there is not sufficient cash in the Trust Account to fulfill a Withdrawal Request, the Trustee shall liquidate such assets held
in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction
in the principal amount initially deposited in the Trust Account. The Trustee acknowledges and agrees that no amount in excess
of interest income earned on the Property shall be payable from the Trust Account to the Company pursuant to this Section 1(j).
A Withdrawal Request shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have
no responsibility to look beyond said request; and


 






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(k) Not make any
withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or (j) above.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


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


 


(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), the Trustee shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of
the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee shall not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee
the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the
Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i)
through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee
at the consummation of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect
to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of
the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection
with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e) Provide Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct the
Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(l) Within four
(4) business days after the Underwriters exercise the over-allotment option (or any portion thereof) or such over-allotment expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount due with respect to such exercise, which
shall be up to $6,050,000.


 






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3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that
which is expressly set forth herein;


 


(b) Take any action
with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


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


 


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


 


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


 


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


 


(g) Verify the
accuracy of the information contained in the Registration Statement;


 


(h) Provide any
assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i) and 1(j) hereof.


 


4. Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 



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5. Termination.
This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time
that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section
1(i) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except as set forth in Section 2(b).


 


6. Miscellaneous.


 


(a) The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five
percent (65%) of the then outstanding shares of Common Stock; provided that no such amendment will affect any Public Stockholder
who has elected to redeem shares of Common Stock in
connection with a stockholder vote to amend this Agreement to extend the Termination Date, and such amendment shall provide for
redemption rights), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto. 


 


(d) The parties
hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


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


 


if to the Trustee, to:


 


Continental Stock
Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson
and Frank Di Paolo


Fax No.: (212) 509-5150


 






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if to the Company,
to:


 


FinTech Acquisition Corp.


712 Fifth Avenue, 12th
Floor


New York New York 10019


Attn: James J. McEntee


 


in each case, with
copies to:


 


Ledgewood


1900 Market Street, Suite
750


Philadelphia, Pennsylvania
19103


Attn: J. Baur Whittlesey


Fax No.: (215) 735-2513


 


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


 


(g) Each of the
Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in
the Trust Account under any circumstance.


 


(h) This Agreement is
the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(j)Each of the Company
and the Trustee hereby acknowledges and agrees that Cantor Fitzgerald & Co., on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(k) Except as
specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or
entity.


 


[Signature Page Follows]


 



    	 	6	 



     


    

 


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


 


	 	Continental Stock Transfer & Trust Company, as Trustee
		 	 
		By:	/s/ Frank A. DiPaolo
	 	 	
        Name: Frank A. DiPaolo

        Title: Vice President

	 	 	 
	 	FinTech Acquisition Corp.





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

        Title: Chief Financial Officer and
        Chief         Operating Officer






 


[Signature Page to the Investment
Management Trust Agreement]






    


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment 	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer 	 	$1,500.00
	 	 	 	 	 
	Annual fee 	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$10,000.00
	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$250.00
	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	Prevailing rates


 






    


     


    

 


EXHIBIT A


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson and Frank Di Paolo


 


	 	Re:	Trust Account No. [________] Termination Letter 


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between FinTech Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 12, 2015 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date of the consummation of the
Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert
date], and to transfer the proceeds into the trust checking account at JP Morgan Chase Bank, N.A. so that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking
account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer or President, which
verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and
(b) written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment
of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds from the Trust Account, your obligations under the Trust Agreement shall be
terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 





	 	Very truly yours,
	 	 	 
	 	FinTech Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


AGREED TO AND


ACKNOWLEDGED BY


 


CANTOR FITZGERALD & CO.


 


By:________________________________


 









    


     


    

 


EXHIBIT B


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Frank Di Paolo and
Mark Zimkind


 


	 	Re:	Trust Account No. [________] Termination Letter 


 


Gentlemen:


 


Pursuant to
Section 1(i) of the Investment Management Trust Agreement between FinTech Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 12, 2015 (“Trust
Agreement”), this is to advise you that [the Company’s board of director has approved and commenced with the
liquidation and dissolution of the Company] [the Company has been unable to effect a business combination with a Target Business
(“Business Combination”) within the time frame specified in the Company’s Amended and Restated
Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering]. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on___________, 20
 and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution to
the Public Stockholders. The Company has selected [___], 2016, as the record date for the purpose of determining the Public Stockholders
entitled to receive their share of the liquidation proceeds. In your capacity as Paying Agent, we hereby direct you to distribute
said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Certificate of Incorporation of the Company as in effect at the time of such distribution. Upon the distribution of
all funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(j) of the Trust Agreement.


 





	 	Very truly yours,
	 	 	 
	 	FinTech
Acquisition Corp.






	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


cc: Cantor Fitzgerald & Co.





 



    


     


    

 


EXHIBIT C


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Cynthia Jordan, Vice President


 


	 	Re:	Trust Account No. [           ] Withdrawal Instruction 


 


Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between FinTech Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 12, 2015 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $____ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs
such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement] [for working capital purposes]
[in connection with its it’s dissolution [upon the expiration of the 18 month period following completion of the Offering]
[prior to Termination Date]]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 	 
	 	FinTech Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc: Cantor Fitzgerald & Co.