EXHIBIT 10.4


 





 REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2015, is made and entered
into by and among each of FinTech Acquisition Corp., a Delaware corporation (the “Company”), FinTech
Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co.,
a New York 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 3,933,333 shares (the “Founder
Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”),
of which an aggregate of 500,000 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, each dated as of the date hereof,
pursuant to which the Sponsor and Cantor agreed to purchase an aggregate of 300,000 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 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“Cantor”
shall have the meaning given in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.1.14“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.


 


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


 


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


 


1.1.17“Initial
Stockholders” shall mean Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Frank Mastrangelo, James J.
McEntee, III and the Sponsor.


 


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


 


1.1.19“Letter
Agreements” shall mean the letter agreements 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.


 


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


 


1.1.21“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.


 


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


 






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


 


1.1.24“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, 30 days beginning after the consummation
of a Business Combination.


 


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


 


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


 


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


 


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


 


1.1.29“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.


 


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


 


1.1.31“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.


 


1.1.32“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.


 


1.1.33“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);


 



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(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.


 


1.1.34“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.


 


1.1.35
“Requesting Holder” shall have the meaning given in subsection 2.1.1.


 


1.1.36
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.


 


1.1.37
“Sponsor” shall have the meaning given in the Recitals hereto.


 


1.1.38
“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.


 


1.1.39
“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.



 


2.1.1Request
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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2.1.2Effective
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.


 


2.1.3Underwritten
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.


 


2.1.4Reduction
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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2.1.5Demand
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.



 


2.2.1Piggy-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 or 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.


 


2.2.2Reduction
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


 






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(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.


 


2.2.3Piggy-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.


 


2.2.4Unlimited
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.


 


2.3Registrations
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.


 






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2.4Restrictions
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


 


3.1General
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:


 


3.1.1prepare
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;


 


3.1.2prepare
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 such 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;


 


3.1.4prior
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;


 



    	 	8	 



     


    

 


3.1.5use
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;


 


3.1.6provide
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;


 


3.1.7advise
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;


 


3.1.8at
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;


 


3.1.9notify
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;


 


3.1.10in
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;


 


3.1.11in
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;


 


3.1.12in
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;


 


3.1.13make
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;


 


3.1.14if
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


 


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


 


3.2Registration
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.


 






    	 	9	 



     


    

 


3.3Requirements
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.


 


3.4Suspension
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. 


 


3.5Reporting
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.


 


3.6Limitations
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 (5) and two (2) years, respectively, after the effective date of the registration statement relating
to the Company’s IPO, and (ii) Cantor may not exercise its rights under Section 2.1 more than one time.


 


ARTICLE
IV


INDEMNIFICATION
AND CONTRIBUTION


 


		4.1	Indemnification.



 


4.1.1The
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. 


 






    	 	10	 



     


    

 


4.1.2In
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.


 


4.1.3Any
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.


 


4.1.4The
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.


 


4.1.5If
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.


 



    	 	11	 



     


    

 


ARTICLE
V


MISCELLANEOUS


 


5.1Notices.
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


712
Fifth Avenue, 12th Floor


New
York, New York 10019


Email:
jmce@stbwell.com


 


with
a copy to:


 


Ledgewood


1900
Market Street, Suite 750


Philadelphia,
Pennsylvania 19103


Attention:
J. Baur Whittlesey


Email:
JWhittlesey@ledgewood.com


Facsimile:
(215) 735-2513


 


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.



 


5.2.1This
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 their 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 applicable Letter Agreement(s).


 






    	 	12	 



     


    

 


5.2.2Except
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.


 


5.2.3This
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.


 


5.2.4This
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.


 


5.2.5No
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.


 


5.3Counterparts.
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.


 


5.4Governing
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.


 


5.5Amendments
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.


 


5.6Other
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.


 


5.7Termination.
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]





 



    	 	13	 



     


    




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


 





	 	COMPANY:


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

	 	 	 
	 	HOLDERS:


 


FINTECH
INVESTOR HOLDINGS, LLC


a
Delaware limited liability company


  



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




 


	 	CANTOR
                                         FITZGERALD & CO.


a
New York partnership





	 	 	 
	 	By:	/s/
    Shawn Matthews
	 	 	Name:
    Shawn Matthews
	 	 	Title:
    CEO
	 	 	 
	 	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/
    Frank Mastrangelo
	 	 	Frank
    Mastrangelo
	 	 	 
	 	 	/s/
    James J. McEntee, III
	 	 	James
    J. McEntee, III



 


[Registration
Rights Agreement]


 






    	 	14	 



     


    

 


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	 



 


 [Registration Rights Agreement]


 



    	 	15	 



     


    

 


FINTECH
ACQUISITION CORP.


 


JOINDER


 


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 shall become
a party to that certain Registration Rights Agreement, dated February 12, 2015 (the “Registration Rights Agreement”),
by and among FinTech Acquisition Corp., FinTech Investor Holdings, LLC, DGC Family FinTech Trust, Betsy Z. Cohen, Daniel G. Cohen,
Walter T. Beach, Frank Mastrangelo, James J. McEntee, III 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/
    Shami Patel
	 	Shami
    Patel



 


	ACKNOWLEDGED
    AND AGREED:	 
	 	 	 
	FINTECH
    ACQUISITION CORP.	 
	 	 	 
	By:	/s/
    James J. McEntee, III	 
	 	Name:
    James J. McEntee, III	 
	 	Title:
    Chief Financial Officer and 

Chief Operating Officer	 



 


 





[Registration Rights Agreement]


 


 


16