Exhibit 10.8


 


Form
of 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


 


$[_________]Issue
Date: [DATE]


No.
A-[_____]New York, New York


 


FinTech
Investor Holdings II, LLC (the “Maker”) promises to pay to the order of [Daniel G. Cohen or affiliate] (the
“Payee”) the principal sum of [_________] ($[_______]) 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. II
(“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 24 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 one half of one
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 II, LLC


712
Fifth Avenue


8th
Floor


New
York, New York 10019


Attention:
Daniel G. Cohen


Email:
dcohen@thebancorp.com


 


If
to Payee:


 


[Daniel
G. Cohen or affiliate]


[______]


[______]


Attention:
[________]


Facsimile:
[______]


Email:
[______]


 


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 II, LLC
	 	 	 
	 	By:	
	 	Name:	Daniel
    G. Cohen
	 	Title:	Manager


 


 


 


 


[Signature
Page – Promissory Note – Loan to Sponsor]


 


 


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