Exhibit 10.4


 


EXECUTION VERSION


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


TAX RECEIVABLE AGREEMENT

by and among


FINTECH ACQUISITION CORP. Ill PARENT
CORP.,

GTCR-ULTRA HOLDINGS, LLC

and


CERTAIN OTHER PERSONS NAMED HEREIN,

DATED AS OF OCTOBER 16, 2020


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE
AGREEMENT (this “Agreement”), dated as of October 16, 2020, is hereby entered into by and among FinTech Acquisition
Corp. Ill Parent Corp., a Delaware corporation (the “Parent Corporation”), GTCR-Ultra Holdings, LLC, a Delaware
limited liability company (“Seller”), GTCR Ultra-Holdings II, LLC, a Delaware limited liability company (the
“Company”), GTCR/Ultra Blocker, Inc., a Delaware corporation (“Blocker”) and GTCR Fund XI/C
LP, a Delaware limited partnership (“Blocker Seller”).


 


RECITALS


 


The Parent Corporation,
Seller, the Company, Blocker, Blocker Seller, FinTech III Merger Sub Corp., a Delaware corporation (“Merger Sub”)
and FinTech Acquisition Corp. Ill, a Delaware corporation (“Acquiror”) entered into the Agreement and Plan of
Merger, dated August 3, 2020 (the “Merger Agreement”).


 


Pursuant to the Merger
Agreement, Merger Sub will merge with and into Acquiror with Acquiror surviving and shareholders of Acquiror will receive shares
of the Parent Corporation in exchange for their shares of Acquiror (the “Merger”).


 


Pursuant to the Merger
Agreement, immediately following the Merger, (i) Blocker Seller will contribute to the Parent Corporation all right, title and
interest in and to a number of shares of Blocker stock in exchange for shares of the Parent Corporation and the right to receive
a portion of the Earnout Shares, (ii) Seller will contribute to the Parent Corporation all right, title and interest in and to
a portion of its Company units in exchange for shares of Parent Corporation and the right to receive a portion of the Earnout Shares
(together with the contribution described in clause (i), the “Contributions”), (iii) Blocker Seller will transfer
to the Parent Corporation any remaining Blocker shares held by Blocker Seller after giving effect to the Contributions in exchange
for cash and (iv) Seller will transfer to the Parent Corporation any remaining Company units held by Seller after giving effect
to the Contributions in exchange for cash (collectively, clauses (iii) and (iv) together with the Contributions and the Merger,
the “Transactions”).


 


Immediately following
the consummation of the Transactions, the Parent Corporation will contribute to Acquiror all right, title and interest in and to
(i) the Company units held by the Parent Corporation after giving effect to the Transactions and (ii) the Blocker shares held by
the Parent Corporation after giving effect to the Transactions (the “Parent Contributions”).


 


Immediately following
the Parent Contributions, Acquiror will contribute all of its right, title and interest in and to the Company units to Blocker.
Immediately following such contributions, the Parent Corporation will be the sole shareholder of Acquiror, Acquiror will be the
sole shareholder of Blocker and Blocker will be the sole member of the Company.


 


For U.S. federal income
tax purposes, the Contributions taken together with the Merger shall be treated as an integrated transaction described in Section
351(a) of the Code and the receipt of cash or other property by Blocker Seller and Seller pursuant to the Merger Agreement or this
Agreement shall be treated as receipt of taxable “boot” under Section 351(b).


 


Immediately after the
Parent Contributions, Blocker Seller will contribute to Seller all right, title and interest in and to (i) the shares of the Parent
Corporation held by Blocker Seller and (ii) the right to receive Blocker Seller’s share of the Earnout Shares.


 






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The Company will have
in effect for the taxable year that includes the Transactions an election under Section 754 of the Internal Revenue Code of 1986,
as amended (the “Code”).


 


The Parties hereto
are entering into this Agreement to set forth the agreements regarding the sharing of certain Tax benefits realized by the Parent
Corporation Group (as hereinafter defined).


 


NOW, THEREFORE, in
consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1
Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined).


 


“Accrued Amount”
means, with respect to any portion of a Net Tax Benefit, the interest on the Net Tax Benefit for a Taxable Year calculated at the
Agreed Rate from the due date (without extensions) for filing the Parent Corporation Return for such Taxable Year until the Payment
Date. For the avoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated as interest (except to the extent treated
as Imputed Interest under applicable law), but shall instead be treated as additional consideration unless otherwise required by
law. In the case of a Tax Benefit Payment made in respect of an Amended Schedule, the Accrued Amount means the interest calculated
at the Agreed Rate from the date of such Amended Schedule becoming final in accordance with Section 2.3(b) until the Payment
Date.


 


“Actual Tax
Liability” means, with respect to any Taxable Year, the actual liability for Taxes of the Parent Corporation Group.


 


“Additional
Basis” means any Basis Adjustment resulting from payments made pursuant to this Agreement as described in Section
2.2(b).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls,
is Controlled by, or is under common Control with, such first Person.


 


“Agreed Rate”
means LIBOR plus 300 basis points.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Amended Schedule”
has the meaning set forth in Section 2.3(b).


 


“Basis
Adjustment” means any adjustment to the Tax basis of a Reference Asset as a result of the Transactions and the payments
made pursuant to this Agreement (as calculated under Section 2,1), including, but not limited to: (i) under Sections
734(b) and 743(b) of the Code (in situations where the Company remains classified as a partnership for U.S. federal income Tax
purposes); (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where the Company becomes an entity that is disregarded
as separate from its owner for U.S. federal income Tax purposes); and (iii) under Section 362(a) of the Code. For the avoidance
of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments
are treated as Imputed Interest.


 






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“Basis Schedule”
has the meaning set forth in Section 2,1.


 


A “Beneficial
Owner” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or
(ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially
Own” and “Beneficial Ownership” shall have correlative meanings.


 


“Blocker”
has the meaning set forth in the Preamble of this Agreement


 


“Blocker Seller”
has the meaning set forth in the Preamble of this Agreement and any of its successors and assigns pursuant to Section 7.6(a).


 


“Board”
means the Board of Directors of the Parent Corporation.


 


“Business
Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the
United States of America or the State of Texas shall not be regarded as a Business Day.


 


“Change of
Control” means the occurrence of any of the following events:


 


(a) any
“person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended) becomes the Beneficial Owner of securities of the Parent Corporation representing more than fifty percent (50%) of
the combined voting power of the Parent Corporation’s then outstanding voting securities;


 


(b) the
shareholders of the Parent Corporation approve a plan of complete liquidation or dissolution of the Parent Corporation or there
is consummated an agreement or series of related agreements for the merger or other disposition, directly, or indirectly, by the
Parent Corporation of all or substantially all of the Parent Corporation’s assets, other than such sale or other disposition
by the Parent Corporation of all or substantially all of the Parent Corporation’s assets to an entity at least fifty percent
(50%) of the combined voting power of the voting securities of which are owned by shareholders of the Parent Corporation in substantially
the same proportions as their ownership of the Parent Corporation immediately prior to such sale;


 


(c) there
is consummated a merger or consolidation of the Parent Corporation or any direct or indirect subsidiary of the Parent Corporation
with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x)
the individuals constituting the Board immediately prior to the merger or consolidation do not constitute at least a majority of
the Board surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) all of the Persons
who were the respective Beneficial Owners of the voting securities of the Parent Corporation immediately prior to such merger
or consolidation do not Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then outstanding
voting securities of the Person resulting from such merger or consolidation; or


 






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(d) the
following individuals cease for any reason to constitute a majority of the number of directors of the Board then serving: individuals
who were directors of the Board on the Closing Date or any new director whose appointment or election to the Board or nomination
for election by the Parent Corporation’s shareholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors of the Board on the Closing Date or whose appointment, election
or nomination for election was previously so approved or recommended by the directors referred to in this clause (d);


 


Notwithstanding the
foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction
or series of integrated transactions immediately following which the record holders of the common stock of the Parent Corporation
immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership
in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets
of the Parent Corporation immediately following such transaction or series of transactions.


 


“Closing Date”
means the closing date of the Merger and the Transactions.


 


“Closing Date
Basis” means (i) the Tax basis immediately prior to the Transactions of any Reference Asset that is goodwill or any other
intangible asset, (ii) any Tax basis resulting from any “start-up expenditures” (as defined in Section 195(c)(1) of
the Code) incurred in connection with the Transactions and all associated transactions and (iii) any Basis Adjustments resulting
from the Transactions.


 


“Code”
has the meaning set forth in the Recitals of this Agreement.


 


“Company”
has the meaning set forth in the Recitals of this Agreement.


 


“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.


 


“Corporate
Entity” means the Blocker and any Subsidiary of the Company that is classified as a corporation for U.S. federal income
tax purposes.


 


“Cumulative
Net Realized Tax Benefit” for a Taxable Year means the excess, if any, of the cumulative amount of Realized Tax Benefits
for all Taxable Years of the Parent Corporation Group, up to and including such Taxable Year, over the cumulative amount of Realized
Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined
based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.


 


“Default Rate”
means LIBOR plus 500 basis points.


 


“Designated
Tax Attributes” means the Closing Date Basis, any Additional Basis, any Imputed Interest and any NOLs.


 


“Determination”
shall have the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of IRS
Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax, including, for the avoidance of doubt,
a concession of an issue by the taxpayer or agreement with a Taxing Authority on any issue.


 


“Dispute”
has the meaning set forth in Section 7.9(a).


 






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“Disputing
Party” has the meaning set forth in Section 7,10.


 


“Early Termination”
has the meaning set forth in Section 4,1.


 


“Early Termination
Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination
Effective Date” has the meaning set forth in Section 4,4.


 


“Early Termination
Notice” has the meaning set forth in Section 4,4.


 


“Early Termination
Payment” has the meaning set forth in Section 4.5(b).


 


“Early Termination
Rate” means LIBOR plus 100 basis points; provided, that in the case of an Early Termination to which the last
sentence of the definition of “Valuation Assumptions” applies, it shall mean LIBOR plus 200 basis points.


 


“Early Termination
Schedule” has the meaning set forth in Section 4,4.


 


“Earnout Shares”
has the meaning ascribed to such term in the Merger Agreement.


 


“Expert”
means such nationally recognized expert in the particular area of disagreement as is mutually acceptable to both parties and is
described in Section 7,10.


 


“Hypothetical
Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of the Parent Corporation Group (using
the same methods, elections, conventions, U.S. federal income tax rate and similar practices used on the relevant Parent Corporation
Return), but without taking into account any Designated Tax Attributes. For the avoidance of doubt, Hypothetical Tax Liability
shall be determined without taking into account (i) the carryover or carryback of any Tax item (or portions thereof) that is attributable
to any Designated Tax Attribute or (ii) any deduction for Imputed Interest. If all or a portion of the liability for Taxes for
a Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of such Taxable Year, such liability
shall not be included in determining the Hypothetical Tax Liability unless and until there has been a Determination.


 


“Imputed Interest”
means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code with respect to the Parent Corporation’s
payment obligations under this Agreement.


 


“IRS” means
the U.S. Internal Revenue Service.


 


“LIBOR”
means during any period, an interest rate per annum equal to the one-year LIBOR rate reported, on the date two (2) calendar days
prior to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported
on Reuters Screen page “LIBOROl” or by any other publicly available source of such market rate) for London interbank
offered rates for United States dollar deposits for such period.


 


“Material
Objection Notice” has the meaning set forth in Section 4,4.


 


“Merger Agreement”
has the meaning set forth in the Recitals of this Agreement.


 






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“Net Tax Benefit”
for each Taxable Year shall mean an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit as
of the end of such Taxable Year over (ii) the total amount of payments previously made under Section 3,1 (excluding payments
attributable to Accrued Amounts).


 


“NOLs”
means the net operating losses, capital losses, Section 163(j) Carryovers and credit carryforwards of any Corporate Entity relating
to taxable periods ending on or prior to the Closing Date.


 


“Objection
Notice” has the meaning set forth in Section 2.3(a).


 


“Parent Corporation”
has the meaning set forth in the Preamble of this Agreement.


 


“Parent Corporation
Group” means the Parent Corporation, any direct or indirect Subsidiary of the Parent Corporation and any consolidated,
combined, unitary or similar group of entities that join in filing any Tax Return.


 


“Parent Corporation
Return” means the U.S. federal income Tax Return of the Parent Corporation (including any consolidated group of which
the Parent Corporation is a member, as further described in Section 7,11) filed with respect to any Taxable Year.


 


“Payment Date”
means any date on which a payment is required to be made pursuant to this Agreement.


 


“Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity.


 


“Realized Tax
Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability.
If all or a portion of the Actual Tax Liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing
Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there
has been a Determination.


 


“Realized
Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability.
If all or a portion of the Actual Tax Liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing
Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until
there has been a Determination.


 


“Reconciliation
Dispute” has the meaning set forth in Section 7,10.


 


“Reconciliation
Procedures” means the procedures described in Section 7,10.


 


“Reference
Asset” means an asset (other than cash or a cash equivalent) that is held by the Company, Blocker or any of the direct
or indirect Subsidiaries of the Company. A Reference Asset also includes any asset that is “substituted basis property”
under Section 7701(a)(42) of the Code with respect to a Reference Asset.


 


“Schedule”
means any of the following: (i) the Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule.


 


“Section 163(i)
Carryovers” means disallowed interest expense carryforwards under Section 163(j) of the Code.


 






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“Senior Obligations”
has the meaning set forth in Section 5,1.


 


“Subsidiaries”
means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or
indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest
or managing member or similar interest of such Person.


 


“Tax Benefit
Payment” has the meaning set forth in Section 3,1.


 


“Tax Benefit
Schedule” has the meaning set forth in Section 2,2.


 


“Tax Proceeding”
has the meaning set forth in Section 6,1.


 


“Tax Return”
means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules),
including any information return, claim for refund, amended return and declaration of estimated Tax.


 


“Taxable Year”
means a taxable year of the Parent Corporation as defined in Section 441(b) of the Code (and, therefore, for the avoidance of doubt,
may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the Closing Date.


 


“Taxes”
means any and all taxes, assessments or similar charges imposed by the United States or any subdivision thereof that are based
on or measured with respect to net income or profits, and any interest related to such Tax.


 


“Taxing Authority”
means any federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority
thereof, or any quasi- governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.


 


“TRA Holders”
means Seller and Blocker Seller.


 


“Transactions”
has the meaning set forth in the Recitals of this Agreement.


 


“Transferor”
has the meaning set forth in Section 7.11(b).


 


“Treasury
Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including
corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year.


 


“Valuation
Assumptions” means, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such
Early Termination Date, (i) the Parent Corporation Group will have taxable income sufficient to fully utilize (A) the deductions
arising from all Designated Tax Attributes during such Taxable Year or future Taxable Years (including, for the avoidance of doubt,
Designated Tax Attributes that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation
Assumptions, further assuming such future Tax Benefit Payments would be paid on the due date, without extensions, for filing the
Parent Corporation Return for the applicable Taxable Year) in which such deductions would become available and (B) any loss or
credit carryovers generated by deductions arising from any Designated Tax Attributes that are available in the Taxable Year that
includes the Early Termination Date and any NOLs that have not been previously utilized in determining a Tax Benefit Payment as
of the date of such Early Termination Payment will be utilized by the Parent Corporation Group ratably each year from the Early
Termination Date through the scheduled expiration date of such NOLs (or, if there is no scheduled expiration date, then the scheduled
expiration date for these purposes shall be deemed to be the tenth (10th) anniversary of such Early Termination Date)
and (ii) the U.S. federal income Tax rates and state, local, and foreign income tax rates for each such Taxable Year will be those
specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date.


 






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Section 1.2
Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this
Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in
and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not
otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed
to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they
are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms
refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any
agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with
the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through
any date mean, unless otherwise specified, from and including or through and including, respectively.




 


ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT




 


Section
2.1 Basis Schedule. Within sixty (60) calendar days after the filing of the Parent Corporation Return for the Taxable Year
in which the Transactions are effected, the Parent Corporation shall deliver to Seller a schedule (the “Closing
Date Attribute Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement,
(i) the Closing Date Basis, (ii) the period (or periods) over which such Closing Date Basis is amortizable and/or depreciable,
(iii) the NOLs, (iv) the scheduled expiration dates, if any, of the NOLs, and (v) any applicable limitations on the use of the
NOLs for Tax purposes (including under Section 382 of the Code). Within sixty (60) calendar days after the filing of the Parent
Corporation Return for a Taxable Year following the Taxable Year in which the Transactions are effected in which there arises additional
Closing Date Basis or Additional Basis, the Parent Corporation shall deliver to Seller a schedule (together with the Closing Date
Attribute Schedule, the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations
required by this Agreement, (y) any additional Closing Date Basis and any Additional Basis and (z) the period (or periods) over
which such Closing Date Basis and Additional Basis is amortizable and/or depreciable.


 


Section 2.2 Tax Benefit
Schedule.


 


(a) Within
sixty (60) calendar days after the filing of the Parent Corporation Return for any Taxable Year in which there is a Realized Tax
Benefit or Realized Tax Detriment, the Parent Corporation shall provide to Seller: (i) a schedule showing, in reasonable detail,
the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year and the allocation of any Net Tax Benefit
among the TRA Holders, which allocation shall be made in accordance with Schedule A (a “Tax Benefit Schedule”),
(ii) the Parent Corporation Return, (iii) a reasonably detailed calculation by the Parent Corporation of the Hypothetical Tax Liability,
(iv) a reasonably detailed calculation by the Parent Corporation of the Actual Tax Liability, and (v) any other work papers related
thereto that are reasonably available to the Parent Corporation and requested by Seller. In addition, the Parent Corporation shall
allow Seller reasonable access to the appropriate representatives of the Parent Corporation Group in connection with a review of
such Tax Benefit Schedule. The Parent Corporation may use reasonable estimation methodologies for calculating the portion of any
Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. The Tax Benefit Schedule will become
final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set
forth in Section 2.3(b)).


 






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(b) For
purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any
Designated Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable,
governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any
Tax item includes a portion that is attributable to any Designated Tax Attribute and another portion that is not so attributable,
such respective portions shall be considered to be used in accordance with a “with and without” methodology. The parties
agree that (i) any payment under this Agreement (to the extent permitted by law and other than amounts accounted for as Imputed
Interest) will have the effect of creating Additional Basis in Reference Assets (other than Reference Assets owned by a Corporate
Entity) for the Parent Corporation Group in the year of payment to the extent that the payment is allocated to Seller, and (ii)
as a result, such Additional Basis will be incorporated into the calculation for the year of payment and into future year calculations,
as appropriate.


 


Section 2.3 Procedure; Amendments.


 


(a) An
applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the first
date on which Seller has received the applicable Schedule or amendment thereto unless Seller (i) within thirty (30) calendar days
after receiving an applicable Schedule or amendment thereto, provides the Parent Corporation with notice of a material objection
to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of
any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes
binding on the date the waiver is received by the Parent Corporation. If the Parent Corporation and Seller, for any reason, are
unable to successfully resolve the issues raised in an Objection Notice within thirty (30) calendar days after receipt by the Parent
Corporation of such Objection Notice, the Parent Corporation and Seller shall employ the Reconciliation Procedures.


 


(b) The
applicable Schedule for any Taxable Year may be amended from time to time by the Parent Corporation (i) in connection with a Determination
affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual
information relating to a Taxable Year after the date the Schedule was provided to Seller, (iii) to correct inaccuracies in the
Schedule as a result of a change in law or applicable rules or regulations (including, if applicable, any such change having retroactive
effect), provided that any such amendment, to the extent applicable, must be consistent with the Tax Returns (including
any amendments) of the Parent Corporation Group, (iv) to correct inaccuracies in the Schedule as a result of a clerical or computational
error in preparation of the Schedule, (v) to comply with the Expert’s determination under the Reconciliation Procedures,
(vi) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback
or carryforward of a loss or other Tax item to such Taxable Year, (vii) to reflect a change in the Realized Tax Benefit or Realized
Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (viii) to adjust a Basis
Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).
The Parent Corporation shall provide an Amended Schedule to Seller within sixty (60) calendar days after the end of any Taxable
Year in which one or more events referenced in clauses (i) through (viii) of the preceding sentence occurred which Amended Schedule
shall reflect cumulative revisions attributable to all such events occurring in such Taxable Year. For the avoidance of doubt,
in the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a), the Amended Schedule shall
not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead
shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment
actually occurs.


 






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ARTICLE III


TAX BENEFIT PAYMENTS


 


Section 3.1 Payments.


 


(a) Within
five (5) Business Days after a Tax Benefit Schedule for a Taxable Year becomes final in accordance with Section 2.3(a),
the Parent Corporation shall pay the Net Tax Benefit to the Seller for the benefit of the TRA Holders and the Accrued Amount with
respect thereto. Payment of the Net Tax Benefit and the Accrued Amount with respect thereto (together a “Tax Benefit
Payment”) shall be made by check, by wire transfer of immediately available funds to the bank account previously designated
by Seller to the Parent Corporation, or as otherwise agreed by the Parent Corporation and Seller. The parties hereto acknowledge
and agree that a portion of each Tax Benefit Payment shall be characterized as Imputed Interest. Neither Seller nor any TRA Holder
shall be required to return any portion of any previously made Tax Benefit Payment.


 


Section 3.2
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of
any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement will result
in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons due payments pursuant
to this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.


 


Section 3.3
Pro Rata Payments. If for any reason the Parent Corporation does not fully satisfy its payment obligations to make all Tax
Benefit Payments due under this Agreement in respect of a particular Taxable Year, then (i) the Parent Corporation will pay the
same proportion of each Tax Benefit Payment due to each Person due a payment under this Agreement in respect of such Taxable Year,
without favoring one obligation over the other, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until
all Tax Benefit Payments in respect of prior Taxable Years have been made in full.



 






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ARTICLE IV

TERMINATION



 


Section 4.1
Early Termination at Election of the Corporate Taxpayer. The Parent Corporation may terminate this Agreement at any time
by paying to Seller for the benefit of the TRA Holders the Early Termination Payment due to the TRA Holders pursuant to Section
4.5(b) (an “Early Termination”); provided that the Parent Corporation may withdraw any notice to
execute its termination rights under this Section 4,1 prior to the time at which any Early Termination Payment has been
paid. Upon payment of the Early Termination Payment by the Parent Corporation, the Parent Corporation shall not have any further
payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the
Early Termination Notice. Upon payment of all amounts provided for in this Section 4,1, this Agreement shall terminate.


 


Section 4.2 Breach
of Agreement.


 


(a)
In the event that the Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of
failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law
as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and such breach is not
cured by the Parent Corporation within thirty (30) days after notice is provided by the Seller, then at the election of Seller,
such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such
obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall
include (i) the Early Termination Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach
and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of a breach. Notwithstanding the foregoing,
in the event that the Parent Corporation breaches this Agreement, the TRA Holders shall be entitled to elect to receive the amounts
set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof.


 


(b) The
parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment
is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that
it shall not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this
Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary,
it shall not be a breach of this Agreement if the Parent Corporation fails to make any Tax Benefit Payment when due to the extent
that the Parent Corporation has insufficient funds to make such payment; provided that the interest provisions of Section
5,2 shall apply to such late payment (unless the Parent Corporation does not have sufficient cash to make such payment as a
result of limitations imposed by existing credit agreements to which Parent Corporation or any Subsidiary of Parent Corporation
is a party, in which case Section 5,2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided
further that it shall be a breach of this Agreement, and the provisions of Section 4.2(a) shall apply as of the original
due date of the Tax Benefit Payment, if the Parent Corporation makes any distribution of cash or other property to its shareholders
while any Tax Benefit Payment is due and payable but unpaid.


 






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Section 4.3
Acceleration Upon Change of Control. In the event of a Change of Control, all obligations hereunder shall be accelerated
and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the
closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date
of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations
shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered
on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Parent Corporation and the TRA Holders
as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending
prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses
(2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Section 4.4 and Section 4.5 shall apply
to a Change of Control, mutatis mutandis.


 


Section
4.4 Early Termination Notice. If the Parent Corporation chooses to exercise its right of early termination under Section
4,1 above, the Parent Corporation shall deliver to Seller notice of such intention to exercise such right (the “Early
Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail
the calculation of the Early Termination Payment; provided, that in the case of an Early Termination to which the last sentence
of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Seller
in preparing the Early Termination Schedule in accordance with the last sentence of the definition of “Valuation Assumptions”
prior to delivering such schedule to Seller pursuant to the first part of this sentence. The Early Termination Schedule
shall become final and binding on all parties thirty (30) calendar days from the first date on which Seller has received such Schedule
or amendment thereto unless Seller (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides
the Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”)
or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above,
in which case such Schedule becomes binding on the date the waiver is received by the Parent Corporation (the “Early Termination
Effective Date”). If the Parent Corporation and Seller, for any reason, are unable to successfully resolve the issues
raised in such notice within thirty (30) calendar days after receipt by the Parent Corporation of the Material Objection Notice,
the Parent Corporation and Seller shall employ the Reconciliation Procedures.


 


Section 4.5 Payment
upon Early Termination.


 


(a) Subject
to its right to withdraw any notice of Early Termination pursuant to Section 4,1, within five (5) Business Days after the
Early Termination Effective Date, the Parent Corporation shall pay to Seller, for the benefit of the TRA Holders, the aggregate
amount of Early Termination Payments to which the TRA Holders are entitled hereunder. Such payment shall be made by check, by wire
transfer of immediately available funds to a bank account or accounts designated by Seller, or as otherwise agreed by the Parent
Corporation and Seller.


 


(b) The
“Early Termination Payment” shall equal, with respect to each TRA Holder, the present value, discounted at the
Early Termination Rate as of the Early Termination Date, of all Tax Benefit Payments that would be required to be paid by the Parent
Corporation to such TRA Holder beginning from the Early Termination Date (including, for the avoidance of doubt, any Tax Benefit
Payment due and unpaid for the Taxable Year ending with or including the date of the Early Termination Notice) and assuming that
the Valuation Assumptions are applied.


 


ARTICLE V

SUBORDINATION AND LATE PAYMENTS


 


Section 5.1
Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early Termination
Payment or any other payment required to be made by the Parent Corporation to any TRA Holder under this Agreement shall rank subordinate
and junior in right of payment to any principal, interest or other amounts due and payable in respect of any secured obligations
or obligations in respect of indebtedness for borrowed money of the Parent Corporation and its Subsidiaries (such obligations,
“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of the Parent
Corporation that are not Senior Obligations. For the avoidance of doubt, notwithstanding the above, the determination of whether
it is a breach of this Agreement if the Parent Corporation fails to make any Tax Benefit Payment when due is governed by Section
42(a).


 


Section
5.2 Late Payments by the Parent Corporation. The amount of all or any portion of any Tax Benefit Payment, Early Termination
Payment or any other payment under this Agreement not made to Seller for the benefit of the TRA Holders when due under the
terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate (or, if so provided in
Section 4.2(a), at the Agreed Rate) and commencing from the date on which such Tax Benefit Payment, Early Termination Payment
or any other payment under this Agreement was due and payable.


 


ARTICLE VI


NO DISPUTES;
CONSISTENCY; COOPERATION; BOARD ACTION


 


Section 6.1 Participation
in the Parent Corporation Group’s Tax Matters. Except as otherwise provided herein, the Parent Corporation shall have
full responsibility for, and sole discretion over, all Tax matters concerning the Parent Corporation Group, including without limitation
the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding
the foregoing, the Parent Corporation shall notify Seller of, and keep Seller reasonably informed with respect to, the portion
of any audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) of any member
of the Parent Corporation Group by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations
of the TRA Holders under this Agreement, and shall provide to Seller reasonable opportunity to provide information and other input
to the members of the Parent Corporation Group and their respective advisors concerning the conduct of any such portion of such
Tax Proceeding.


 






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Section 6.2 Consistency.
The Parent Corporation and the TRA Holders agree to report and cause to be reported for all purposes, including U.S. federal, state
and local Tax purposes and financial reporting purposes, all Tax-related items (including the Designated Tax Attributes and each
Tax Benefit Payment) in a manner consistent with that set forth in any Schedule or Amended Schedule required to be provided by
or on behalf of the Parent Corporation under this Agreement, as finally determined pursuant to Section 2.3. If the Parent Corporation
and any TRA Holder, for any reason, are unable to successfully resolve any disagreement concerning such treatment within thirty
(30) calendar days, the Parent Corporation and such TRA Holder shall employ the Reconciliation Procedures.


 


Section 6.3 Cooperation.
Each TRA Holder shall (i) furnish to the Parent Corporation in a timely manner such information, documents and other materials
as the Parent Corporation may reasonably request for purposes of making any determination or computation necessary or appropriate
under this Agreement, preparing any Tax Return or contesting or defending any Tax Proceeding (for the avoidance of doubt, excluding
any information, documents or materials relating to the owners of a TRA Holder), (ii) make itself available to the Parent Corporation
and its representatives to provide explanations of the documents and materials and such other information as the Parent Corporation
or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and (iii) reasonably
cooperate in connection with any such matter.


 


Section 6.4 Board
Action. To the extent the Parent Corporation would, acting in accordance with its usual governance arrangements, require its
Board to approve or take an action with respect to this Agreement, the Parent Corporation shall instead or in addition obtain the
approval of the audit committee of its Board for such approval or action.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.1
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed
duly given and received (i) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission
by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day) or (ii) on the first Business
Day following the date of dispatch if delivered by a recognized next- day courier service. All notices hereunder shall be delivered
as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:


 


If to the Parent Corporation, to:


 


FinTech Acquisition Corp. Ill Parent Corp.


303 Perimeter Center North, Suite 600


Atlanta, GA 30346


 


with a copy (which shall not constitute
notice to the Parent Corporation) to:


 


If to TRA Holders, to:


 


GTCR-Ultra Holdings, LLC


c/o GTCR Management XI LLC


300 North LaSalle Street, Suite 5600


Chicago, Illinois 60654


Attention: Collin E. Roche and Aaron D.
Cohen


Email: croche@gtcr.com and aaron.cohen@gtcr.com


 






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with a copy to:


 


Kirkland & Ellis
LLP


300 North LaSalle


Chicago, Illinois 60654


Attention: Mark A. Fennell, P.C.,
Christian O. Nagler and Christopher M. Thomas, P.C. Facsimile: (312) 862-2200


 


E-mail: mfennell@kirkland.com,
christian.nagler@kirkland.com and christopher.thomas@kirkland.com


 


Any party may change its address or fax number
by giving the other party written notice of its new address or fax number in the manner set forth above.


 


Section
7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature
page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


Section 7.3
Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement
shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns,
and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.


 


Section 7.4
Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware,
without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.


 


Section 7.5
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long
as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated
to the greatest extent possible.


 


Section 7.6 Successors;
Assignment.


 


(a) Following
a written consent of the Parent Corporation (such consent not to be unreasonably withheld, conditioned or delayed) a TRA Holder
may assign this Agreement to any person without the prior written consent of the Parent Corporation as long as such transferee
executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to the Parent Corporation, agreeing
to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder. Any and
all payments payable or that may become payable to a TRA Holder pursuant to this Agreement may be assigned to any Person or Persons
as long as any such Person executes and delivers a joinder to this Agreement, in form and substance reasonably satisfactory to
the Parent Corporation, agreeing to be bound by Section 7,12 and acknowledging specifically the terms of Section 7.6(b).


 






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(b) Notwithstanding
the foregoing provisions of this Section 7,6, no assignee described in the second sentence of Section 7.6(a) shall
have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.


 


(c) Except
as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Parent Corporation shall cause any direct or indirect successor (whether by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Parent Corporation, by written agreement, expressly
to assume and agree to perform this Agreement in the same manner and to the same extent that the Parent Corporation would be required
to perform if no such succession had taken place.


 


Section 7.7
Amendments; Waivers. No provision of this Agreement may be amended unless such amendment is approved in writing by each
of the Parent Corporation and by the TRA Holders who would be entitled to receive a majority of the Early Termination Payments
payable to all TRA Holders hereunder as of the date of the proposed amendment (excluding, for purposes of this sentence, all payments
made to any TRA Holder pursuant to this Agreement as of the date of the proposed amendment). No provision of this Agreement may
be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.


 


Section 7.8
Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.


 


Section 7.9 Resolution
of Disputes.


 


(a) Any
and all disputes which are not governed by Section 7,10, including any ancillary claims of any party, arising out of, relating
to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement
(including the validity, scope and enforceability of this Section 7,9 and Section 7,10) (each a “Dispute”)
shall be governed by this Section 7,9. The parties hereto shall attempt in good faith to resolve all Disputes by negotiation.
If a Dispute between the parties hereto cannot be resolved in such manner, such Dispute shall be finally settled by arbitration
conducted by a single arbitrator in the State of Delaware in accordance with the then-existing Rules of Arbitration of the International
Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator within ten (10) calendar days
of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator
shall be a lawyer admitted to the practice of law in the State of Delaware and shall conduct the proceedings in the English language.
Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. In addition to monetary
damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of any obligation
under this Agreement. The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby
irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The award shall be
the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral
tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets.


 






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(b) Notwithstanding
the provisions of Section 7.9(a), the Parent Corporation may bring an action or special proceeding in any court of competent
jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration
hereunder, and/or enforcing an arbitration award and, for the purposes of this Section 7.9(b), Seller and each TRA Holder
(i) expressly consents to the application of Section 7.9(c) to any such action or proceeding, (ii) agrees that proof shall
not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and
that remedies at law would be inadequate, and (iii) irrevocably appoints the Parent Corporation as agent of such party for service
of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly
advise such party in writing of any such service of process, shall be deemed in every respect effective service of process upon
such party in any such action or proceeding.


 


(c) EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN DELAWARE, FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING
BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7,9, OR ANY JUDICIAL PROCEEDING ANCILLARY TO
AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial
proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in
aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this Section 7.9(c)
have a reasonable relation to this Agreement, and to the parties’ relationship with one another.


 


(d) The
parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to
personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred
to in Section 7.9(c) and such parties agree not to plead or claim the same.


 


Section
7.10 Reconciliation. In the event that the Parent Corporation and Seller (with respect to matters governed by the definition
of “Valuation Assumptions”, Section 2,3 and Section 4.4) or any TRA Holder (with respect to matters governed
by Section 6,2) (as applicable, the “Disputing Party”) are unable to resolve a disagreement with respect
to such matters within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation
Dispute shall be submitted to the Expert. The Expert shall be a partner or principal in a nationally recognized accounting or law
firm, and unless the Parent Corporation and the Disputing Party agree otherwise, the Expert shall not, and the firm that employs
the Expert shall not, have any material relationship with the Parent Corporation or the Disputing Party or other actual or potential
conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s)
of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for
Expertise. The Expert shall resolve any matter relating to the Early Termination Schedule or an amendment thereto within thirty
(30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15)
calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert
for resolution; provided that in resolving any matter, the Expert shall not require the Parent Corporation or any Affiliate thereof
to take a position, or to make any payment based on a position, that is not “more likely than not” to be sustained.
Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement
would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed
amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Parent Corporation,
subject to adjustment or amendment upon resolution. The Parent Corporation and the Disputing Party shall each bear its own
costs and expenses of such proceeding, unless (i)the Expert adopts such Disputing Party’s position, in which case the Parent
Corporation shall reimburse such Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii)
the Expert adopts the Parent Corporation’s position, in which case such Disputing Party shall reimburse the Parent Corporation
for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation
Dispute within the meaning of this Section 7,10 shall be decided by the Expert. The Expert shall finally determine any Reconciliation
Dispute and the determinations of the Expert pursuant to this Section 7,10 shall be binding on the Parent Corporation and
its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.


 






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Section 7.11
Admission of the Parent Corporation into a Consolidated Group; Transfers of Corporate Assets.


 


(a) If
the Parent Corporation becomes a member of an affiliated or consolidated group of corporations that files a consolidated income
Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of U.S. state or local Tax law,
then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments,
Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income
of the group as a whole to the extent that any applicable Designated Tax Attributes can be used against such consolidated taxable
income of the group as a whole.


 


(b) If
the Parent Corporation (or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder)
or any of its direct or indirect Subsidiaries (a “Transferor”) transfers one or more Reference Assets to a corporation
(or a Person classified as a corporation for U.S. federal income Tax purposes) with which the Transferor does not file a consolidated
Tax Return pursuant to Section 1501 of the Code, the Transferor, for purposes of calculating the amount of any Tax Benefit Payment
or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such
entity) due hereunder, shall be treated as having disposed of such Reference Assets in a fully taxable transaction on the date
of such contribution. The consideration deemed to be received by the Transferor shall be equal to the fair market value of the
transferred Reference Assets, plus (i) the amount of debt to which any such Reference Asset is subject, in the case of a transfer
of an encumbered Reference Asset or (ii) the amount of debt allocated to any such Reference Asset, in the case of a contribution
of a partnership interest. For purposes of this Section 7.11(b), a transfer of a partnership interest shall be treated as
a transfer of the Transferor’s share of each of the assets and liabilities of that partnership.


 






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Section 7.12 Confidentiality.


 


(a)
Each TRA Holder and each of its assignees acknowledges and agrees that the information of the Parent Corporation Group is confidential
and, except in the course of performing any duties as necessary for the Parent Corporation Group and its Affiliates, as required
by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence
and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Parent Corporation
Group and its Affiliates and successors or the TRA Holders, learned by any TRA Holder heretofore or hereafter. This Section
7,12 shall not apply to (i) any information that has been made publicly available by the Parent Corporation or any of its Affiliates,
becomes public knowledge (except as a result of an act of a TRA Holder in violation of this Agreement) or is generally known to
the business community and (ii) the disclosure of information (A) as may be proper in the course of performing such TRA Holder’s
obligations, or monitoring or enforcing such TRA Holder’s rights, under this Agreement, (B) as part of such TRA Holder’s
normal reporting, rating or review procedure (including normal credit rating and pricing process), or in connection with such TRA
Holder’s or such TRA Holder’s Affiliates’ normal fund raising, marketing, informational or reporting activities,
or to such TRA Holder’s (or any of its Affiliates’) Affiliates, auditors, accountants, attorneys or other agents, (C)
to any bona fide prospective assignee of such TRA Holder’s rights under this Agreement, or prospective merger or other business
combination partner of such TRA Holder, provided that such assignee or merger partner agrees to be bound by the provisions
of this Section 7,12, (D) as is required to be disclosed by order of a court of competent jurisdiction, administrative body
or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; provided that any TRA Holder
required to make any such disclosure to the extent legally permissible shall provide the Parent Corporation prompt notice of such
disclosure, or to regulatory authorities or similar examiners conducting regulatory reviews or examinations (without any such notice
to the Parent Corporation), or (E) to the extent necessary for a TRA Holder to prepare and file its Tax Returns, to respond to
any inquiries regarding the same from any Taxing Authority or to prosecute or defend any Tax Proceeding with respect to such returns.


 


(b) If a TRA Holder
or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7,12, the Parent
Corporation shall have the right and remedy to have the provisions of this Section 7,12 specifically enforced by injunctive
relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged
and agreed that any such breach or threatened breach shall cause irreparable injury to the Parent Corporation or any of its Subsidiaries
or the TRA Holders and the accounts and funds managed by the Parent Corporation and that money damages alone shall not provide
an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and
remedies available at law or in equity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Parent Corporation
and the TRA Holders have duly executed this Agreement as of the date first written above.


 


	 	PARENT CORPORATION:
	 	 	 	 
	 	FinTech Acquisition Corp. Ill Parent Corp.
	 	 	 	 
	 	By:	/s/ James J. McEntee, III
	 	 	Name:	James J. McEntee, III
	 	 	Title:	President and Chif Financial Officer
	 	 	 	 
	 	SELLER:
	 	 	 	 
	 	GTCR-Ultra Holdings, LLC
	 	 	 	 
	 	By:	/s/ Jeffrey Hack
	 	 	Name: 	Jeffrey Hack
	 	 	Title:	Chief Executive Officer


 


	 	BLOCKER SELLER:
	 	 	 	 
	 	GTCR Fund XI/C LP
	 	 	 	 
	 	By:	GTCR Partners XI/A&C LP
	 	Its:	General Partner
	 	 	 	 
	 	By:	GTCR Investment XI LLC
	 	Its:	General Partner
	 	 	 	 
	 	By:	/s/ Aaron Cohen
	 	 	Name: 	Aaron Cohen
	 	 	Title:	Authorized Signatory


 




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	 	BLOCKER:
	 	 	 	 
	 	GTCR/Ultra Blocker, Inc.
	 	 	 	 
	 	By:	/s/ Aaron Cohen
	 	 	Name:	Aaron Cohen
	 	 	Title:	Vice President & Treasurer
	 	 	 	 
	 	COMPANY:
	 	 	 	 
	 	GTCR-Ultra Holdings II, LLC
	 	 	 	 
	 	By:	/s/ Jeffrey Hack
	 	 	Name: 	Jeffrey Hack
	 	 	Title:	Chief Executive Officer


  




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Schedule A


 


In accordance with Section 3,1,
the entire Net Tax Benefit for each Taxable Year shall be paid within five (5) Business Days after a Tax Benefit Schedule for such
Taxable Year becomes final in accordance with Section 2.3(a).


 


The Net Tax Benefit shall be allocated among
the TRA Holders in accordance with their relative percentages, as set forth below:


 


Seller- 85.5328% 


Blocker Seller - 14.4672%


 


 

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