EXHIBIT 10.2


 


February 12, 2015


 


FinTech
Acquisition Corp.


712
Fifth Avenue


12th
Floor


New
York, New York 10019


 


Re:      Initial
Public Offering


 


Ladies
and Gentlemen:


 


This
letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between FinTech
Acquisition Corp., a Delaware corporation (the “Company”),  and Cantor Fitzgerald & Co.
(“Cantor Fitzgerald”), as the representative of the underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Offering”), of 10,000,000 of the Company’s
units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001
per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”).
The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”). The Company expects that the Units will
be listed for trading on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


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


 


1.            Each
Insider agrees that, if the Company seeks stockholder approval of a proposed initial Business Combination, then in connection
with such proposed initial Business Combination, such person shall vote, as applicable, all Founder Shares, Placement Shares and
any shares acquired by such person in the Offering or in the secondary public market in favor of such proposed initial Business
Combination.


 


2.            (a)          Each
Insider hereby agrees that, if the Company fails to consummate a Business Combination within 18 months from the consummation of
the Offering, such person shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Offering Shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts
representing interest earned on the Trust Account less any interest released to, or reserved for use by, the Company for working
capital purposes, payment of taxes or dissolution expenses, divided by the number of Offering Shares then outstanding, which redemption
will completely extinguish the holder’s rights as a stockholder with respect to his, her or its Offering Shares (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors (the “Board”), dissolve and liquidate, subject in the case of clauses (ii) and (iii)
to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law.


  


(b)         Each
Insider agrees to not propose any amendment to the Company’s amended and restated certificate of incorporation that would
affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
consummate a Business Combination within 18 months from the completion of the Offering, unless the Company provides the holders
of Offering Shares with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest
earned on the Trust Account less any interest released to, or reserved for use by, the Company for working capital purposes or
payment of taxes, divided by the number of then outstanding Offering Shares.


 


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


 






     


     

    

 


(d)         Each
Insider waives, with respect to any Founder Shares or Placement Shares held by such undersigned party, any redemption rights he,
she or it may have (i) in connection with the consummation of an initial Business Combination, (ii) if the Company fails
to consummate its initial Business Combination or liquidates within 18 months from the completion of the Offering or (iii) if
the Company seeks an amendment to its amended and restated certificate of incorporation that would affect the substance or timing
of the Company’s obligation to redeem 100% of the Offering Shares as described above. If any of the Insiders should acquire
Offering Shares in or after the Offering, each Insider hereby waives with respect to such Offering Shares held by such undersigned
party any redemption rights such party may have in connection with the consummation of a Business Combination; provided, however,
that the Insiders will be entitled to redemption rights with respect to such Offering Shares held by them if the Company fails
to consummate a Business Combination or liquidates within 18 months from completion of the Offering.


 


3.            (a)          To
the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units (as described
in the Prospectus), the Initial Holders shall return to the Company for cancellation, at no cost, an aggregate number of
Founder Shares determined by multiplying 500,000 by a fraction: (i) the numerator of which is 1,500,000 minus the number of shares
of the Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000.  The Initial Holders further agree that, if the Company effects a stock split, stock dividend, reverse
stock split, contribution back to capital or otherwise in connection with any increase or decrease in the size of the Offering,
to the extent that the Underwriters do not exercise their over-allotment option in full, the aggregate number of shares that the
Initial Holders will be required to return to the Company as set forth in the immediately preceding sentence shall be adjusted
so that the Founder Shares held by the Initial Holders and their Permitted Transferees represent 25% of the Company’s issued
and outstanding shares of Common Stock immediately following such forfeiture. The number of Founder Shares to be returned by each
Initial Holder, if any, pursuant to this Section 3(a) shall be determined on a pro-rata basis based on the percentage of outstanding
Founder Shares held by each Initial Holder at the time of such forfeiture.


 


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


  






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


 


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


 


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


 






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


 


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


 


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


 


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


 


(b)         If
the Company is liquidated within 18 months following completion of the Offering, to the extent that interest income on the balance
of the Trust Account (net of any taxes payable) released to the Company and loans from the Sponsor (each as described in the Prospectus)
are insufficient to fund the costs and expenses of liquidation, the Indemnitor agrees to pay the balance of the amount necessary
to complete the liquidation of the Company. 


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)         repayment
of the up to $750,000 in incremental loans that the Sponsor has committed to make to finance transaction costs in connection with
an intended initial Business Combination;  provided, that, if the Company does not consummate a Business Combination, any
amounts representing interest earned on the Trust Account may be used by the Company to repay such loaned amounts so long as no
proceeds of the Trust Account shall be used for such repayment; and


  


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


 






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


 


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


 


13.          Each
officer and director of the Company acknowledges and agrees that the Company will not consummate any Business Combination with
any company or involving any assets with which or about which an officer or director has had any discussions in such person’s
capacity as an officer or director of the Company, formal or otherwise, prior to the consummation of the Offering, with respect
to a Business Combination. Until the earlier of (i) the entry into a definitive agreement by the Company for a Business
Combination; (ii) the liquidation of the Company; (iii) the termination of such person as an officer or director of the Company
or (iv) the date that is 18 months after the completion of the IPO, each officer and director of the Company agrees not to become
affiliated as an officer or director of a blank check company similar to the Company.


 


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


 


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


 


16.          As
used in this Letter Agreement, (i) “Business Combination” shall mean a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar Business Combination, involving the Company and one or more businesses;
(ii) “Founder Shares” shall mean the 3,933,333 shares of Common Stock acquired by the Sponsor and the
other Initial Holders for an aggregate purchase price of $25,250 prior to the consummation of the Offering; (iii) “Initial
Holders” shall mean Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Frank Mastrangelo, James J. McEntee,
III and the Sponsor; (iii) “Offering Shares” shall mean the shares of Common Stock included in the units
sold in the Offering; (iv) “Placement Shares” shall mean the shares of Common Stock sold as part of
the Placement Units; (v) “Placement Warrants” shall mean the aggregate of 300,000 Warrants to purchase
up to an aggregate of 300,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement
Units” shall mean the aggregate of 300,000 Units of the Company (each Placement Unit consists of one Placement Warrant
and one Placement Share) sold in the Private Placement to the Sponsor and Cantor Fitzgerald for an aggregate purchase price of
$3,000,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering
and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included
in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time;
(ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously
with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 300,000 Placement Units to FinTech
Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald;
(x) “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who
receives Placement Units or their underlying securities as a Permitted Transferee (except for Cantor Fitzgerald and Cantor Fitzgerald)
or Founder Shares as a Permitted Transferee and each officer and director of the Company; and (y) references to completion of
the Offering shall exclude any exercise of the Underwriters’ over-allotment option.


 






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


 


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


 


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


 


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


 


21.          This
Letter Agreement shall terminate in the event that the Offering is not completed by March 31, 2015; and, provided, further,
that paragraph 5 of this Letter Agreement shall survive any liquidation of the Company.


 


[Signature
page follows]


 









    	 	7	 



     

    

 


	 	Sincerely,
	 	 
	 	FINTECH
ACQUISITION CORP.

        a
        Delaware corporation

         

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

Chief Operating
    Officer


  


	 	FINTECH INVESTOR HOLDINGS, LLC


a Delaware limited liability company



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


  


	 	DGC
        FAMILY FINTECH TRUST

        a
        Delaware trust

         

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


 


[Signature
Page to Letter Agreement – Sponsor, Initial Stockholders, Directors and Officers]


 



     


     

    

 


	 
	

        /s/
        Betsy Z. Cohen

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


 


[Signature
Page to Letter Agreement – Sponsor, Initial Stockholders, Directors and Officers]


 






     


     

    

 


FINTECH
ACQUISITION CORP.


 


JOINDER


 


LETTER
AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT


 


February
11, 2016


 


By
executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned (i) shall become
a party to that certain Letter Agreement, dated February 12, 2015 (the “Letter Agreement”), by and among FinTech
Acquisition Corp. (the “Company”), and FinTech Investor Holdings, LLC, DGC Family FinTech Trust, Betsy Z. Cohen,
Daniel G. Cohen, Walter T. Beach, Frank Mastrangelo and James J. McEntee, III (the “Initial Stockholders”)
and Shami Patel, and shall be bound by the terms and provisions of the Letter Agreement as an Insider (as defined therein) and
hereby makes each of the representations and warranties of the Insiders contained in the Letter Agreement (except for the representations
and warranties contained in Section 10 of the Letter Agreement); and (ii) shall become a party to that certain Registration Rights
Agreement, dated February 12, 2015 (the “Registration Rights Agreement”), by and among the Company, the Initial
Stockholders and Cantor, Fitzgerald & Co., and shall be bound by the terms and provisions of the Registration Rights Agreement
as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration
Rights Agreement.


 


This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which
together shall constitute one instrument.


 


	 	/s/
    Alan Joseph Ferraro
	 	Alan
    Joseph Ferraro





 


ACKNOWLEDGED
AND AGREED:


  


FINTECH
ACQUISITION CORP.


 


	By:	James
    J. McEntee, III	 
	Name:	James
    J. McEntee, III	 
	Title:	Chief
    Financial Officer 	 
	 	and
    Chief Operating Officer	 


 


[Signature
Page to Letter Agreement – Sponsor, Initial Stockholders, Directors and Officers]