Exhibit 10.10


 


Promissory
Note


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	$750,000	
	No. A-1	New York, New York


 


FinTech Investor Holdings, LLC (the “Maker”)
promises to pay to the order of Cohen Sponsor Interests, LLC (the “Payee”) the principal sum of Seven Hundred and Fifty
Thousand ($750,000) in lawful money of the United States of America, on the terms and conditions described below.


 


1.          Principal. The principal balance of this Note
shall be repayable on the earlier of (a) the date on which FinTech Acquisition Corp. (“FinTech”) consummates
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses (the “Initial Business Combination”) and (b) the date that is 18 months following the
completion (excluding any exercise of the underwriters’ over-allotment option) of the initial public offering (the “IPO”)
of FinTech’s units (the “Maturity Date”), unless repaid earlier pursuant to the provisions of Section
6.


 


2.          Interest. This Note shall bear no interest.


 


3.          Application of Payments. All payments shall
be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys' fees, then to the payment in full of any late charges and finally to the reduction of the unpaid
principal balance of this Note.


 


4.          Conversion. At the Maturity Date, by providing
written notice to Payee, Maker may elect to satisfy the repayment of any portion or all of the amount outstanding under this Note
with warrants to purchase shares of common stock (or comparable equity interests) of the entity surviving or resulting from the
Initial Business Combination at a conversion price of $0.75 per warrant. The terms and conditions of such warrants shall be as
described in the registration statement and prospectus (together, the “Registration Statement”) filed with the
Securities and Exchange Commission in connection with the IPO.


 


5.          Events of Default. The following shall constitute
Events of Default:


 


(a)          Failure by Maker to pay the principal of, or other payments on, this Note within five (5) business days following the date when
due.


 


(b)          The liquidation, dissolution
or transfer of all or substantially all assets of FinTech, other than in connection with an Initial Business Combination.


 


(c)          The Maker commences any case,
proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief
of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it
or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors.


 






     

     

    

 


6.          Remedies.  Upon the occurrence of an Event
of Default specified in Sections 5(b) and (c), Payee may, by written notice to Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts payable under this Note, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


7.           Waivers. Maker and all endorsers and guarantors
of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note,
and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or
any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by Payee.


 


8.          Unconditional Liability. Maker hereby waives
all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents
to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.


 


9.          Notices. Any notice called for hereunder shall
be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v)
sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with
this Section:


 


If to Maker:


 


FinTech Investor Holdings, LLC


712 Fifth Avenue


12th Floor


New York, New York 10019


Attention: Daniel G. Cohen


 


If to Payee:


 


712 Fifth Avenue


12th Floor


New York, New York 10019


Attention: Daniel G. Cohen


 


Notice shall be deemed given on the earlier of (i) actual
receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt,
or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service.


 


10.          Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 






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11.          Severability. Any provision contained in this
Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust Waiver. Notwithstanding anything herein
to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of the trust account (other than interest income earned on such trust account) in which the proceeds of
the IPO and the proceeds of the sale of the securities issued in a private placement to be consummated at or prior to the completion
of the IPO, as described in greater detail in the Registration Statement, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account (other than interest income earned on such trust account) for any
reason whatsoever.


 


13.          Amendment; Waiver. Any amendment
hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14.          Assignment. No assignment or transfer of this
Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed the day and year first above written.


 


	 	FINTECH INVESTOR HOLDINGS, LLC
	 	 	 
	 	By: 	/s/ Daniel G. Cohen
	 	Name: 	Daniel G. Cohen
	 	Title:	 Manager









 


[Signature Page – Promissory
Note – Loan to Sponsor]


 


 


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