Exhibit
4.6


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2016, is made and entered
into by and among FinTech Acquisition Corp., a Delaware corporation (the “Company”), FTVENTURES III,
L.P., a Delaware limited partnership (“FTVIII”), FTVENTURES III-N, L.P., a Delaware limited partnership
(“FTVIIIN”),FTVENTURES III-T, L.P., a Delaware limited partnership (“FTVIIIT”
and, together with FTVIII and FTVIIIN, the “FTV Holders”), and the other stockholders
of the Company signatory hereto (the “CC Shareholders” and, together with the FTV Holders, the “Holders”).


 


RECITALS





 WHEREAS,
the Company, FinTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub”), and FTS, have entered into an Agreement and Plan of Merger, dated March 7, 2016 (as amended from time to
time, the “Merger Agreement”), pursuant to which FTS is to merge with and into Merger Sub (the “Merger”);


 


WHEREAS,
the Holders are shareholders of FTS and in connection with and upon the closing of the Merger (the “Closing”),
will receive an aggregate of 17,000,000 shares of the Company’s common stock, $0.001 par value per share (“Common
Stock”) as a portion of the consideration paid to the Holders in the Merger (the “Shares”);


 


WHEREAS,
the parties hereto desire to enter into this Agreement in order to grant the Holders certain registration rights 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
1.

DEFINITIONS


 


		1.1.	Definitions.
                                         The terms defined in this Article 1 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 (upon the advice of legal counsel)
                                         (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.	“CC
                                         Shareholders” shall have the meaning given in the Preamble.



 


		1.1.5.	“Closing”
                                         shall have the meaning given in the Recitals hereto.



 


		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 4.1.1.



 


		1.1.10.	“Demanding
                                         Holders” shall have the meaning given in subsection 4.1.1.



 


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



 


		1.1.12.	“Follow-On
                                         Offering” shall have the meaning given in Section 2.1.1.



 


		1.1.13.	“Follow-On
                                         Registration Statement” shall have the meaning given in Section 2.1.1.



 


		1.1.14.	“Follow-On
                                         Underwriting Agreement” shall have the meaning given in subsection 2.1.4



 


		1.1.15.	“Founder
                                         Registration Rights Agreement” shall mean the registration rights agreement
                                         dated as of February 12, 2015, by and among the Company, Daniel G. Cohen, Betsy Z. Cohen,
                                         DGC Family FinTech Trust, Frank Mastrangelo, James J. McEntee, III, Shami Patel, Walter
                                         Beach and FinTech Investor Holdings, LLC.



 


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



 


		1.1.17.	“Maximum
                                         Number of Securities” shall have the meaning given in subsection 4.2.2.



 


		1.1.18.	“Merger”
                                         shall have the meaning given in the Recitals hereto.



 


		1.1.19.	“Merger
                                         Agreement” shall have the meaning given in the Recitals hereto.



 


		1.1.20.	“Merger
                                         Sub” shall have the meaning given in the Recitals hereto.



 


		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 the light of the circumstances under which they were made, not misleading.



 


		1.1.22.	“Piggy-back
                                         Registration” shall have the meaning given in Section 4.2.1.



 


		1.1.23.	“Pro
                                         Rata” shall mean the proportion calculated by dividing the respective number
                                         of Registrable Securities that each Demanding Holder has requested be included in a Registration
                                         and the aggregate number of Registrable Securities that the Demanding Holders collectively
                                         requested be included in such Registration.



 


		1.1.24.	“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.



 


		1.1.25.	“Registrable
                                         Security” shall mean (a) the Shares, (b) any other shares of Common
                                         Stock issued or issuable with respect to any Shares 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 and (c) any other Common Stock acquired by the Holders
                                         prior to the consummation of the Follow-On Offering; provided, however, that, as to any
                                         particular Registrable Security, such securities shall cease to be Registrable Securities
                                         when: (i) such securities shall have been sold or distributed in accordance with a Registration
                                         Statement or Rule 144 under the Securities Act; (ii) such securities shall have
                                         ceased to be outstanding; (iii) such securities have been sold to, or through, a
                                         broker, dealer or underwriter in a public distribution or other public securities transaction
                                         or (iv) such securities have been repurchased by the Company.



 


		1.1.26.	“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.



 






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		1.1.27.	“Registration
                                         Expenses” shall mean the out-of-pocket expenses of a Registration, including,
                                         without limitation, the following:



 


(A) all
registration, qualification 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);


 


(C) printing,
messenger, telephone and delivery expenses;


 


(D) reasonable
fees and disbursements of counsel for the Company;


 


(E) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 


(F)
in connection with each Demand Registration, Follow-On Offering, Piggy-back Registration or Shelf Takedown, the Company shall
reimburse the Holders of Registrable Securities included in such registration or offering for reasonable fees and disbursements
of one counsel designated by the holders of a majority of the Registrable Securities included in such registration or offering
(the “Counsel Fees”) up to $25,000 for each such Demand Registration, Piggyback Registration or Shelf
Takedown and up to $50,000 in the Follow-On Offering; provided, however that the aggregate amount of such reimbursements shall
not exceed $125,000 (the “Counsel Fee Cap”); provided, further, that, for the avoidance of doubt, the
Holders of Registrable Securities included in any such Demand Registration, Follow-On Offering, Piggyback Registration or Shelf
Takedown shall bear and pay all Counsel Fees incurred in connection with such registration or offering in excess of the Counsel
Fee Cap. For the avoidance of doubt, each Holder that sells securities pursuant to a Demand Registration, Follow-On Offering,
Piggy-back Registration or Shelf Takedown hereunder shall bear and pay all underwriting discounts and commissions and brokerage
fees applicable to the securities sold for such Holder’s account.


 


		1.1.28.	“Registration
                                         Statement” shall mean any registration statement that covers the Registrable
                                         Securities (including the Follow-On Registration Statement and FTV Shelf Registration
                                         Statement, as applicable) 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.



 


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



 


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



 


		1.1.31.	“Shelf
                                         Supplement” shall have the meaning given in subsection 3.1.2.



 


		1.1.32.	“Shelf
                                         Takedown” shall have the meaning given in subsection 3.1.2.



 


		1.1.33.	“Shelf
                                         Takedown Notice” shall have the meaning given in subsection 3.1.2.



 


		1.1.34.	“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.



 


		1.1.35.	“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.



 






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ARTICLE
2.

FOLLOW-ON OFFERING


 


		2.1.	Follow-On
                                         Registration Statement.



 


		2.1.1.	The
                                         Company shall: (i) no later than 180 days following the Closing file with the Commission
                                         a Registration Statement on Form S-1 or Form S-3, if available, or any successor form
                                         (the “Follow-On Registration Statement”); (ii) use commercially
                                         reasonable best efforts and act in good faith to cause the Follow-On Registration Statement
                                         to be declared effective by the Commission as soon as practicable thereafter; and (iii)
                                         use commercially reasonable best efforts to consummate within twelve months following
                                         the Closing a registered underwritten public offering of Common Stock, including the
                                         Registrable Securities then held by the Holders set forth on Annex I hereto
                                         for an offering to be made in accordance with the methods of distribution elected by
                                         such Holders and set forth in the Follow-On Registration Statement (the “Follow-On
                                         Offering”).



 


		2.1.2.	The
                                         Company shall give written notice of the proposed filing of the Follow-On Registration
                                         Statement to Holders as soon as practicable but not less than thirty (30) days before
                                         the anticipated filing date of the Follow-On Registration Statement, which notice shall
                                         (a) describe the proposed amount of Common Stock to be registered in the Follow-On
                                         Offering and the name of the proposed managing underwriter or underwriters and (b) offer
                                         to all Holders the opportunity to register the sale of such number of Registrable Securities
                                         as such Holders may request in writing within fifteen (15) business days after receipt
                                         of such written notice.



 


		2.1.3.	The
                                         Follow-On Offering shall be in the form of an Underwritten Offering. The Holders shall
                                         have the right to select the underwriter(s), investment banker(s) and/or manager(s) to
                                         administer the Follow-On Offering, subject to the consent of the Company, which consent
                                         shall not be unreasonably withheld.



 


		2.1.4.	The
                                         aggregate number of shares or dollar amount of Common Stock to be registered and sold
                                         in the Follow-On Offering shall be determined by the Company in consultation with the
                                         Underwriters, based on market conditions at the time of the Follow-On Offering. The consummation
                                         of the Follow-On Offering shall be subject to the satisfaction of any terms and conditions
                                         set forth in the underwriting agreement entered into with respect to the Following-On
                                         Offering (the “Follow-On Underwriting Agreement”).



 


		2.1.5.	For
                                         the avoidance of doubt, any Registration effected pursuant to Section 2.1 hereof shall
                                         not be counted as a Registration pursuant to a Demand Registration effected under Section
                                         4.1.1. hereof.



 


		2.1.6.	Price
                                         and Underwriting Discounts. The price per share of Common Stock to be sold in the
                                         Follow-On Offering shall be proposed by the underwriter(s) for the Follow-On Offering
                                         immediately prior to the execution of the Follow-On Underwriting Agreement, subject to
                                         approval by the holders of a majority of the Shares of Common Stock included in the Follow-On
                                         Offering. The underwriting discount and other financial terms set forth in the Follow-On
                                         Underwriting Agreement shall be agreed upon by the Underwriter(s) of the Follow-On Offering
                                         and the holders of a majority of the Registrable Securities included in the Follow-On
                                         Offering.



 


		2.1.7.	No
                                         Cut-Back. The number of shares a Holder intends to sell in the Follow-On Offering
                                         shall not be reduced pursuant to any attempt by other holders attempting to exercise
                                         their rights under the Founder Registration Rights Agreement or separate written contractual
                                         arrangements. The Company shall not be permitted to sell shares in the Follow-On Offering.



 






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ARTICLE
3.

SHELF REGISTRATION


 


		3.1.	Shelf
                                         Registration Statement.



 


		3.1.1.	As
                                         promptly as reasonably practicable following the earlier of (a) the one-year anniversary
                                         of this Agreement, or (b) the consummation of the Follow-On Offering, the Company shall
                                         (i) prepare and file with (or confidentially submit to) the Commission a Registration
                                         Statement on Form S-3 or any successor form for an offering to be made on a delayed or
                                         continuous basis pursuant to Rule 415 under the Securities Act or any successor rule
                                         thereto (the “FTV Shelf Registration Statement”) that covers
                                         all Registrable Securities then held by the FTV Holders for an offering to be made on
                                         a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor
                                         rule thereto in accordance with the methods of distribution elected by such FTV Holders
                                         and set forth in the FTV Shelf Registration Statement as permitted by this Agreement
                                         and (ii) use commercially reasonable best efforts and act in good faith to cause the
                                         FTV Shelf Registration Statement to be declared effective by the Commission as soon as
                                         practicable thereafter (the date the FTV Shelf Registration Statement is declared effective
                                         by the Commission being the “FTV Shelf Effective Date”); provided,
                                         however, that the Company shall not be obligated to effect a Registration pursuant to
                                         Section 3.1 hereof if a Form S-3 is not available for such offering. The Company shall
                                         prepare and file with the Commission such amendments, post-effective amendments and supplements,
                                         including Shelf Supplements, to such Registration Statement and the Prospectus used in
                                         connection therewith as may be necessary to keep such Registration Statement effective
                                         and to comply with the provisions of the Securities Act with respect to the disposition
                                         of all Registrable Securities subject thereto for a period ending on the earlier of 36
                                         months after effective date of such Registration Statement and the date on which all
                                         the Registrable Securities subject thereto have been sold or distributed pursuant to
                                         such Registration Statement.



 


		3.1.2.	At
                                         any time that the FTV Shelf Registration Statement is effective, if an FTV Holder of
                                         Registrable Securities covered by the FTV Shelf Registration Statement delivers a notice
                                         to the Company (a “Shelf Takedown Notice”) stating that the
                                         holder intends to effect an offering of all or part of its Registrable Securities included
                                         in the FTV Shelf Registration Statement (a “Shelf Takedown”)
                                         and the Company is eligible to use the FTV Shelf Registration Statement for such Shelf
                                         Takedown, then the Company shall take all actions reasonably required, including amending
                                         or supplementing (a “Shelf Supplement”) the FTV Shelf Registration
                                         Statement, to enable such Registrable Securities to be offered and sold as contemplated
                                         by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of
                                         Registrable Securities to be offered and sold under the Shelf Takedown. Except as set
                                         forth in Section 3.1.3 hereof, the Company shall not be obligated to effect requests
                                         set forth in a Shelf Takedown Notice through an Underwritten Offering.



 


		3.1.3.	A
                                         majority-in-interest of the Demanding Holders initiating any Shelf Takedown shall have
                                         the right to demand an offering in the form of an Underwritten Offering if the proceeds
                                         of such offering is reasonably expected to exceed $25,000,000 in the aggregate. If any
                                         Shelf Takedown is an Underwritten Offering, the holders of a majority of the Registrable
                                         Securities participating in such Underwritten Offering shall have the right to select
                                         the investment banker(s) and manager(s) to administer the offering related to such Shelf
                                         Takedown, subject to the consent of the Company, which consent shall not be unreasonably
                                         withheld.



 


		3.1.4.	If
                                         an FTV Holder of Registrable Securities wishes to engage in an underwritten block trade
                                         off an FTV Shelf Registration Statement (a “Block Trade”),
                                         then such FTV Holder shall notify the Company of such Block Trade not less than five
                                         (5) business days prior to the day such offering is to commence. The Company shall use
                                         commercially reasonable best efforts to facilitate and consummate such offering (which
                                         may close as early as three business days after the date it commences); provided that
                                         the FTV Holder shall use commercially reasonable best efforts to work with the Company
                                         and the Underwriters prior to making such request in order to facilitate preparation
                                         of the Registration Statement, Prospectus and other offering documentation related to
                                         the Block Trade. The Company shall, at the request of the FTV Holder, file any prospectus
                                         supplement or any post-effective amendments and otherwise take any reasonable action
                                         necessary to include therein all disclosure and language deemed necessary or advisable
                                         by the FTV Holder to effect such Block Trade. An FTV Holder of Registrable Securities
                                         shall be entitled to engage in underwritten Block Trades without any limitation based
                                         on the expected proceeds of such transaction; provided, however, that the applicable
                                         FTV Holder(s) shall (i) be entitled to two underwritten Block Trades representing proceeds
                                         of less than $25,000,000 each under this Agreement with all reasonable fees and expenses
                                         paid for by the Company as otherwise set forth herein and (ii) to the extent there are
                                         more than two (2) underwritten Block Trades representing proceeds of less than $25,000,000,
                                         the applicable FTV Holder(s) shall reimburse the Company for the reasonable fees and
                                         expenses of the Company’s independent registered public accountants and counsel
                                         for the Company incurred in connection with any such additional underwritten Block Trades.



 






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		3.1.5.	Price
                                         and Underwriting Discounts. In the case of an underwritten Shelf Takedown or Block
                                         Trade, the price, underwriting discount and other financial terms of the underwriting
                                         agreement for the Shelf Takedown or Block Trade shall be determined by the holders of
                                         a majority of the Registrable Securities included in such Underwritten Offering.



 


		3.1.6.	No
                                         Cut-Back. The number of Shares an FTV Holder intends to sell pursuant to a Shelf
                                         Takedown shall not be reduced pursuant to any attempt by other holders attempting to
                                         exercise their rights under the Founder Registration Rights Agreement or separate written
                                         contractual arrangements.



 


		3.1.7.	Restrictions
                                         on Shelf Takedowns. The Company may postpone for up to 60 days the filing of any
                                         Shelf Supplement if the Shelf Supplement or related Registration Statement is required
                                         under applicable law, rule or regulation to contain (i) financial statements that are,
                                         in the Company’s reasonable belief (upon advice of legal counsel), 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 FTV
                                         Holders requesting the Shelf Takedown or Block Trade 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 (upon advice of legal counsel) that such Shelf Supplement would (x) materially
                                         interfere with a pending significant acquisition, corporate organization or pending offering
                                         of the Company’s debt or equity securities, (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 Shelf Takedown shall
                                         be entitled to withdraw such request and, if such request is withdrawn, such Shelf Takedown
                                         shall not count as one of the permitted Shelf Takedowns for the purposes of Section 3.1.3
                                         and the Company shall pay all Registration Expenses in connection with such Shelf
                                         Takedown, if any. The Company may delay a Shelf Takedown hereunder twice in any period
                                         of twelve consecutive months.



 


ARTICLE
4.

DEMAND AND PIGGYBACK REGISTRATION RIGHTS


 


If
(i) the FTV Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 120 days
after the consummation of the Follow-On Offering, or (ii) at any time during the 24 month period following the FTV Shelf Effective
Date, the FTV Shelf Registration Statement is not available to the FTV Holders (except for any unavailability resulting from information
supplied by or on behalf of an FTV Holder for use in the FTV Shelf Registration Statement being incorrect or incomplete), the
FTV Holders shall have the registration rights set forth in this Article 4. 


 


		4.1.	Demand
                                         Registration Rights.



 


		4.1.1.	Request
                                         for Registration. Subject to the provisions of Section 4.3 hereof, any FTV Holders
                                         may make a written demand (the “Demanding Holders”) 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, 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 with respect to all Registrable Securities requested by the Demanding Holders
                                         pursuant such Demand Registration, and shall use commercially 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.



 






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		4.1.2.	Effective
                                         Registration. Notwithstanding the provisions of Section 4.1.1 or any other part of
                                         this Agreement, a Registration pursuant to a Demand Registration shall not count as a
                                         Registration unless and until (A) the Registration Statement filed with the Commission
                                         with respect to a Registration pursuant to a Demand Registration has been declared effective
                                         by the Commission and remains in effect for 12 months and the Company has complied with
                                         all of its obligations under this Agreement with respect thereto; 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 or on behalf of a Demanding Holder 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, (i) such
                                         stop order or injunction is removed, rescinded or otherwise terminated, and (ii) 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 (B)
                                         all Registrable Securities requested to be registered are registered under the Securities
                                         Act; 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. In the event that the Company has given the applicable
                                         FTV Holders notice of suspension of sales pursuant to Section 5.4 hereof, a Registration
                                         pursuant to a Demand Registration shall not count as a Registration unless and until
                                         the Registration Statement has been declared effective by the Commission and remains
                                         in effect for 12 months, as extended by the number of days during the period from and
                                         including the date of the giving of such suspension notice to and including the date
                                         on which such Holders receive notice in writing from the Company that the use of the
                                         Prospectus may be resumed.



 


		4.1.3.	Underwritten
                                         Offering. A majority-in-interest of the Demanding Holders initiating any Demand Registration
                                         shall have the right to demand an offering in the form of an Underwritten Offering if
                                         the proceeds of such offering are reasonably expected to exceed $25,000,000 in the aggregate.
                                         The holders of a majority of the Registrable Securities included in any Demand Registration
                                         shall have the right to select the investment banker(s) and manager(s) to administer
                                         the offering, subject to the consent of the Company, which consent shall not be unreasonably
                                         withheld.



 


		4.1.4.	Demand
                                         Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating
                                         a Demand Registration pursuant to a Registration under subsection 4.1.1 shall have the
                                         right in their sole discretion to withdraw 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 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 with a Registration pursuant to a Demand Registration prior to withdrawal
                                         by the applicable FTV Holders under this subsection 4.1.4.



 


		4.1.5.	Price
                                         and Underwriting Discounts. In the case of an underwritten Demand Registration requested
                                         by FTV Holders pursuant to this Agreement, the price, underwriting discount and other
                                         financial terms of the underwriting agreement for the Registrable Securities shall be
                                         determined by the holders of a majority of the Registrable Securities included in such
                                         Underwritten Offering.



 


		4.1.6.	No
                                         Cut-Back. The number of Shares an FTV Holder intends to sell pursuant to a Demand
                                         Registration shall not be reduced pursuant to any attempt by other holders attempting
                                         to exercise their rights under the Founder Registration Rights Agreement or separate
                                         written contractual arrangements.



 






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		4.2.	Piggy-back
                                         Registration Rights.



 


		4.2.1.	Piggy-back
                                         Rights. If the Company proposes to file a Registration Statement under the Securities
                                         Act with respect to an offering of Common Stock, or securities or other obligations exercisable
                                         or exchangeable for, or convertible into Common Stock, for its own account or for the
                                         account of stockholders of the Company (or by the Company and by the stockholders of
                                         the Company), 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 the FTV Holders of Registrable Securities as soon as practicable but not less
                                         than fifteen (15) 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 FTV Holders of Registrable Securities the opportunity to register the sale of
                                         such number of Registrable Securities as such FTV Holders may request in writing within
                                         ten (10) 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 commercially
                                         reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed
                                         Underwritten Offering to permit the Registrable Securities requested by the FTV Holders
                                         pursuant to this subsection 4.2.1 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 FTV Holders proposing to
                                         distribute their Registrable Securities through an Underwritten Offering under this subsection
                                         4.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s)
                                         selected for such Underwritten Offering. The Company may postpone or withdraw the filing
                                         or the effectiveness of a Piggy-back Registration at any time in its sole discretion.



 


		4.2.2.	Reduction
                                         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 FTV 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 FTV Holders of Registrable Securities hereunder,
                                         (ii) the Registrable Securities as to which registration has been requested pursuant
                                         Section 4.2.1 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 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:



 


(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 shares of Common Stock or other equity securities, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights pursuant to the Founder Registration Rights Agreement, 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 Registrable Securities of FTV Holders exercising their rights
to register their Registrable Securities pursuant to Section 4.2.1 hereof, Pro Rata, 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, 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


  



    	 	8	 



     


    

 


(b)
If the Registration is pursuant to a request by persons or entities other than the FTV 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 shares of Common
Stock or other equity securities, if any, as to which Registration has been requested pursuant to written contractual piggy-back
registration rights pursuant to the Founder Registration Rights Agreement, 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 Registrable Securities of FTV Holders exercising their rights to register their Registrable Securities pursuant
to Section 4.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (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 that the Company desires to sell which can be sold without exceeding the Maximum Number of Securities;
and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),
(B), (C) and (D), 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.


 


		4.2.3.	Piggy-back
                                         Registration Withdrawal. Any FTV 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 4.2.3.



 


		4.2.4.	Unlimited
                                         Piggy-back Registration Rights. For purposes of clarity, any Registration effected
                                         pursuant to Section 4.2 hereof shall not be counted as a Registration pursuant to
                                         a Demand Registration effected under Section 3.1 hereof.



 


		4.3.	Restrictions
                                         on Registration Rights. The Company shall not be obligated to effect more than three
                                         (3) Registrations pursuant to a Demand Registration under this Agreement, and furthermore
                                         the Company shall not be obligated to effect any Demand Registration within
                                         90 days after the effective date of a previous Demand Registration or a previous
                                         Piggy-back Registration in which FTV Holders of Registrable Securities were permitted
                                         to register, and actually sold, 80% of the Registrable Securities requested to be included
                                         therein. The Company may postpone for up to 60 days the filing or effectiveness of a
                                         Registration Statement for a Demand Registration if the Registration Statement is required
                                         under applicable law, rule or regulation to contain (i) financial statements that are,
                                         in the Company’s reasonable belief (upon advice of legal counsel), 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 FTV
                                         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 (upon advice of legal counsel) that such Demand Registration would
                                         (x) materially interfere with a pending significant acquisition, corporate organization
                                         or pending offering of the Company’s debt or equity securities, (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 FTV Holders 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 twice in any period of
                                         twelve consecutive months.



 






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ARTICLE
5.

COMPANY PROCEDURES


 


		5.1.	General
                                         Procedures. At any time during which the Company is required to effect the Registration
                                         of Registrable Securities pursuant to this Agreement, the Company shall use commercially
                                         reasonable 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: 



 


		5.1.1.	prepare
                                         and file with the Commission as soon as practicable a Registration Statement with respect
                                         to such Registrable Securities and use commercially reasonable best efforts to cause
                                         such Registration Statement to become effective and remain effective until the earlier
                                         of (i) (A) with respect to a Demand Registration, 12 months after the effective date
                                         of the Registration Statement, extended as necessary in accordance with Section 5.4.,
                                         and (B) with respect to the FTV Shelf Registration Statement, 36 months after the effective
                                         date thereof; and (ii) the date on which all the Registrable Securities subject thereto
                                         have been sold or distributed pursuant to such Registration Statement.;



 


		5.1.2.	prepare
                                         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 (i) (A) with respect to a Demand Registration, 12 months after the
                                         effective date of the Registration Statement, extended as necessary in accordance with
                                         Section 5.4., and (B) with respect to the FTV Shelf Registration Statement, 36 months
                                         after the effective date thereof; and (ii) the date on which all the Registrable Securities
                                         subject thereto have been sold or distributed pursuant to such Registration Statement;



 


		5.1.3.	prior
                                         to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
                                         furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities
                                         included in such Registration, and such Holders’ legal counsel, copies of such
                                         documents as proposed to be filed with 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
                                         and the legal counsel for any such Holders may reasonably request in order to facilitate
                                         the disposition of the Registrable Securities owned by such Holders.



 


		5.1.4.	permit
                                         the Holders, the Underwriters, if any, and any counsel or accountant of the Holders or
                                         Underwriters to participate in the preparation of the Registration Statement and any
                                         documents in connection therewith, and cause the Company’s directors, officers
                                         and employees to supply all information required by applicable law, rule or regulation
                                         to be included in the Registration Statement or reasonably requested by any such Holder,
                                         Underwriter, counsel or accountant. The Underwriters, Holders of Registrable Securities
                                         included in such registration and such Holders’ legal counsel shall have the opportunity
                                         to review and comment on all such documents proposed to be filed in connection with a
                                         Registration, including pursuant to this Article 5;



 






    	 	10	 



     


    

 


		5.1.5.	prior
                                         to any public offering of Registrable Securities, use commercially reasonable best efforts
                                         to (A) 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 (B) 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;



 


		5.1.6.	use
                                         commercially reasonable best 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;



 


		5.1.7.	provide
                                         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;



 


		5.1.8.	advise
                                         each participating Holder 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 commercially reasonable best efforts
                                         to prevent the issuance of any stop order or to obtain its withdrawal if such stop order
                                         should be issued;



 


		5.1.9.	at
                                         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 participating Holder of such Registrable Securities or
                                         its counsel;



 


		5.1.10.	notify
                                         the participating 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 5.4 hereof;



 


		5.1.11.	in
                                         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;



 


		5.1.12.	in
                                         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;



 


		5.1.13.	in
                                         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;



 


		5.1.14.	make
                                         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;



 


		5.1.15.	if
                                         the Registration involves the Registration of Registrable Securities involving gross
                                         proceeds in excess of $25,000,000, use its commercially 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 or Holder in any Underwritten
                                         Offering; and



 


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



 






    	 	11	 



     


    

 


		5.2.	Registration
                                         Expenses. The Registration Expenses of all Registrations shall be borne by the Company.



 


		5.3.	Requirements
                                         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 the Holders, as applicable, 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.



 


		5.4.	Suspension
                                         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 under applicable law, rule or regulation the Registration Statement
                                         to contain (i) financial statements that are, in the Company’s reasonable belief
                                         (upon advice of legal counsel), 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 applicable Holders 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 (upon advice of legal counsel) that such Registration Statement would
                                         (x) materially interfere with a pending significant acquisition, corporate organization
                                         or pending offering of the Company’s debt or equity securities, (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, 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 a reasonable period of time, as
                                         determined in good faith by the Company, but in no event for more than 60 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 5.4.
                                         In the event that the Company has given Holders notice of suspension of sales pursuant
                                         to this Section 5.4, the applicable time period set forth in Section 4.1.1 during which
                                         a Registration Statement is to remain effective shall be extended by the number of days
                                         during the period from and including the date of the giving of such suspension notice
                                         to and including the date on which such Holders receive notice in writing from the Company
                                         that the use of the Prospectus may be resumed.



 


		5.5.	Reporting
                                         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 commercially
                                         reasonable 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 at the expense borne by the
                                         Company. 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.



 






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ARTICLE
6.

INDEMNIFICATION AND CONTRIBUTION


 


		6.1.	The
                                         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 (i) 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, (ii) any omission
                                         or alleged omission of a material fact required to be stated therein or necessary to
                                         make the statements therein not misleading or (iii) any violation or alleged violation
                                         by the Company of the Securities Act, the Exchange Act, any state securities law or any
                                         rule or regulations promulgated under the Securities Act, the Exchange Act or any state
                                         securities law in connection with an offering covered by such registration statement,
                                         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. 



 


		6.2.	In
                                         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 is required to disclose under the Securities Act 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 (i) untrue statement of material fact contained
                                         in the Registration Statement, Prospectus or preliminary Prospectus or any amendment
                                         thereof or supplement thereto, (ii) any omission of a material fact required to be stated
                                         therein or necessary to make the statements therein not misleading or (iii) any violation
                                         by the Holders of the Securities Act, the Exchange Act, any state securities law or any
                                         rule or regulations promulgated under the Securities Act, the Exchange Act or any state
                                         securities law in connection with an offering covered by such registration statement,
                                         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 (after deducting
                                         underwriting discount, commissions, taxes and other transaction fees and expenses) 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.



 


		6.3.	Any
                                         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.



 






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		6.4.	The
                                         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.



 


		6.5.	If
                                         the indemnification provided under Section 6.1 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 6.5 shall be limited to the amount of the net proceeds (after deducting
                                         underwriting discount, commissions, taxes and other transaction fees and expenses) 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 6.1, 6.2 and 6.3
                                         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 6.5 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 6.5. 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 6.5 from any person
                                         who was not guilty of such fraudulent misrepresentation.



 


ARTICLE
7.

MISCELLANEOUS


 


		7.1.	Notices.
                                         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, 8th Floor


New
York, New York 10019


Email:
jmce@stbwell.com


with
a copy to:


 






    	 	14	 



     


    

 


Ledgewood


2001
Market Street, Suite 3400


Two
Commerce Square


Philadelphia,
Pennsylvania 19103


Attention:
J. Baur Whittlesey


Email:
JWhittlesey@ledgewood.com


Facsimile:
(215) 735-2513


 


and
to the FTV Holders at:


 


FTV
Capital


555 California Street Suite 2900


San Francisco, CA 94109


Attention: Chris Winship and David Haynes


Phone: (415) 229-3000


Email: cwinship@ftvcapital.com and dhaynes@ftvcapital.com


Facsimile: (415) 229-3005


 


with a copy to:


 


Kirkland
& Ellis LLP


555
California Street


San
Francisco, CA 94104


Attention:
Jeffrey B. Golden, P.C.


Email: jgolden@kirkland.com


Facsimile: (415) 439-1331


 


and
to the CC Shareholders at the respective addresses set forth on Annex I.


 


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 6.1.


 


		7.2.	Assignment;
                                         No Third Party Beneficiaries.



 


		7.2.1.	This
                                         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 without the prior consent of
                                         the Holders of Registrable Securities, which consent shall not be unreasonably withheld.
                                         A Holder may assign or delegate its rights, duties or obligations under this Agreement
                                         in whole or in part, and the rights of the Holders of Registrable Securities hereunder
                                         shall be assignable, delegable or transferable in conjunction with and or to the extent
                                         of any transfer of Registrable Securities by any such Holder, only with the prior written
                                         consent of the Company, which consent shall not be unreasonably withheld; provided, however,
                                         that no consent of the Company shall be required if a Holder of Registrable Securities
                                         assigns or delegates its rights, duties or obligations under this Agreement to any of
                                         its affiliates, partners (direct or indirect), members, equityholders or shareholders.



 


		7.2.2.	This
                                         Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
                                         of each of the Holders.



 


		7.2.3.	This
                                         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.



 






    	 	15	 



     


    

 


		7.3.	Counterparts.
                                         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.



 


		7.4.	Governing
                                         Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
                                         OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED
                                         BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, 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 United States District Court for the District of Delaware or
                                         any Delaware State court, and each party irrevocably submits to the exclusive jurisdiction
                                         of such courts in any such suit, action or proceeding.



 


		7.5.	Amendments
                                         and Modifications. Upon the written consent of the Company and the Holders, 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.
                                         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.



 


		7.6.	Termination.
                                         This Agreement shall terminate upon the earlier of (i) the date as of which all
                                         of the Registrable Securities have either been sold or distributed pursuant to a Registration
                                         Statement, (ii) the date as of which all of the Registrable Securities cease to be Registrable
                                         Securities or (iii) the date that is 36 months following the expiration of the FTV Shelf
                                         Registration Statement; provided, however, that if this Agreement is to be terminated
                                         pursuant to clause (iii) and the during the term of this Agreement the Company has delayed
                                         the initial filing or effectiveness of, or suspended the use of, any Registration Statement
                                         pursuant to Sections 3.1.7, 4.1.2, 4.3 or 5.4, the term of this Agreement shall be extended
                                         for the period required to ensure that any such delayed or suspended Registration Statement
                                         shall remain effective for a period of 12 months. The provisions of Section 5.5
                                         and Article 6 shall survive any termination.



 


		7.7.	Remedies.
                                         The Company acknowledges and agrees that any failure by the Company to comply with its
                                         obligations hereunder will result in material irreparable injury to the Holders for which
                                         there is no adequate remedy at law, that it will not be possible to measure damages for
                                         such injuries precisely and that, in the event of any such failure, the Holders may obtain
                                         such relief as may be required to specifically enforce the Company’s obligations
                                         hereunder. The Company further agrees to waive the defense in any action for specific
                                         performance that a remedy at law would be adequate.



 


		7.8.	Other
                                         Registration Rights. The Company represents and warrants that no person, other than
                                         a Holder of Registrable Securities and the holders with rights under the Founder Registration
                                         Rights Agreement, has any rights 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. After the date of this Agreement, the Company shall not, without
                                         the prior written consent of each Holder, enter into any agreement with any holder or
                                         prospective holder of any securities of the Company that would grant such holder registration
                                         rights pari passu with or senior to those granted to the Holders hereunder.



 


		7.9.	Further
                                         Assurances. If the Holders or any of its affiliates seek to effectuate a distribution
                                         in kind of all or part of their respective Registrable Securities to their respective
                                         affiliates, partners (direct or indirect), members, equityholders or shareholders, the
                                         Company shall, subject to any applicable contractual transfer restrictions, work with
                                         the foregoing persons to facilitate such distribution in kind in the manner reasonably
                                         requested.



 


[SIGNATURE
PAGES FOLLOW]


 






    	 	16	 



     


    

 


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/
    Daniel Cohen
	 	 	Name:
        Daniel Cohen

        Title:
        Chief Executive Officer and President






 


[Registration Rights Agreement]


 






    	 	17	 



     


    

 





	 	HOLDERS:
	 	 
		FTVENTURES
        III, L.P. 

         

        By:
        FTVentures Management III, LLC

        Its: General Partner

         

	 	By:	/s/
    Richard Garman
	 	 	Name:
    Richard Garman
	 	 	Title:
    Managing Member


 


	 	FTVENTURES
III-N, L.P. 

        

        By: FTVentures Management III, LLC

        Its: General Partner

         

	 	By:	/s/
    Richard Garman
	 	 	Name:
    Richard Garman
	 	 	Title:
    Managing Member
	 	 

        FTVENTURES
        III-T, L.P. 

        

        By: FTVentures Management III, LLC

        Its: General Partner

         

	 	By:	/s/
    Richard Garman
	 	 	Name:
    Richard Garman
	 	 	Title:
    Managing Member


 


[Registration Rights Agreement] 


 






    	 	18	 



     


    

 








	 	/s/
    Brian Shanahan
	 	Brian
    Shanahan
	 	 
	 	The
    SDAO Family Grantor Retained Annuity Trust
	 	 
	 	/s/
    J. Sdao
	 	Trustee
	 	 
	 	SDAO
    FAMILY II, LLC
	 	 
	 	/s/
    J. Sdao
	 	Authorized
    Person
	 	 
	 	/s/
    Rush Taggart
	 	Rush
    Taggart
	 	 
	 	/s/
    Renee Hritz
	 	Renee
    Hritz
	 	 
	 	/s/
    Randy Langlois
	 	Randy
    Langlois
	 	 
	 	MKY
    INVESTMENTS, LLC
	 	 
	 	/s/
    Laith Yaldoo
	 	Laith
    Yaldoo
	 	Member
	 	 
	 	/s/
    Linda Intagliata
	 	Linda
    Intagliata
	 	 
	 	/s/
    Kevin McGuire
	 	Kevin
    McGuire
	 	 
	 	/s/
    Kevin Gainer
	 	Kevin
    Gainer
	 	 
	 	/s/
    Kelly Armstrong
	 	Kelly
    Armstrong
	 	 
	 	/s/
    John Katoula
	 	John
    Katoula
	 	 
	 	/s/
    John J. Caufield
	 	John
    J. Caufield





 






    	 	19	 



     


    




 


	 	J&R
    MOHR LIMITED PARTNERSHIP
	 	 
	 	/s/
    Gregory Mohr
	 	Gregory
    Mohr
	 	General
    Partner
	 	 
	 	/s/
    Tim Hutteger
	 	Tim
    Hutteger
	 	 
	 	/s/
    Ashley Hutteger
	 	Ashley
    Hutteger
	 	 
	 	/s/
    Ryan Gildersleeve
	 	Ryan
    Gildersleeve
	 	 
	 	/s/
    Eric Odegard
	 	Eric
    Odegard
	 	 
	 	/s/
    Alex Chapman
	 	Alex
    Chapman
	 	 
	 	/s/
    Adam Moss
	 	Adam
    Moss


 


 


20