Exhibit 10.5


 


July
29, 2016


 


FinTech
Acquisition Corp.


712 Fifth Avenue


12th
Floor


New
York, New York 10019


 


Ladies
and Gentlemen:


 


This
letter (“Letter Agreement”), by and among FinTech Acquisition Corp., a Delaware corporation (the “Company”),
certain former stockholders of FTS Holding Corporation, a Delaware corporation (“FTS”), identified on
Exhibit A-1 hereto, who immediately following the Merger (as defined below) are stockholders of the Company (the “FTS
Stockholders”), and certain other stockholders of the Company identified on Exhibit A-2 hereto (the “Founding
Stockholders” and, together with the FTS Stockholders, the “Stockholders”), is being delivered
in accordance with the Agreement and Plan of Merger, dated March 7, 2016 (the “Merger Agreement”), by
and among the Company, FinTech Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger
Sub”), and FTS Holding Corporation, a Delaware corporation (“FTS”). Pursuant to the Merger
Agreement, FTS will be merged with and into Merger Sub (the “Merger”) and, in connection with and upon
closing of the Merger, the stockholders of FTS shall receive as partial consideration in the Merger shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”). Exhibits A-1 and A-2 hereto set forth
the units and/or shares of Common Stock held by each of the Stockholders immediately following closing of the Merger (the “Shares”);
provided, however, that the term “Shares” with respect to Cantor Fitzgerald & Co. (“Cantor”)
shall only include the 100,000 units purchased by Cantor in the private placement that occurred simultaneous with the Company’s
initial public offering. For the purposes of this Letter Agreement, the term “Shares” shall also be
deemed to include any Shares that a Stockholder acquires pursuant and in accordance with Section 2 hereof.


 


Each
undersigned Stockholder hereby agrees as follows:


 


1.  From the date hereof until the earlier of (A) 180 days following the date hereof or (B) the consummation of the Follow-On Offering
(as such term is defined in the registration rights agreement (the “Registration Rights Agreement”),
dated as the date hereof, by and among the Company, FTVENTURES III, L.P., FTVENTURES III-N, L.P., FTVENTURES III-T, L.P. and the
other stockholders of FTS signatory thereto (the “Lock-Up Period”), none of the undersigned Stockholders
shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Exchange Act of 1934, as amended, and the rules and regulations
of the Securities and Exchange Commission (the “Commission”) promulgated thereunder with respect to
the Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any of Shares, whether any such transaction is to be settled by delivery of Shares or other securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in the immediately preceding
subsections (i) or (ii); provided, however, that this Section 1 shall not apply to Shares transferred in accordance with
the Contingent Sale and Assignment of Economic Interest Agreement dated February 12, 2014 between Cohen Sponsor Interests, LLC
and Ithan Creek Master Investors (Cayman) L.P. or Shares transferred in accordance with the limited liability company agreement
of FinTech Investor Holdings, LLC as in effect on the date of the Merger Agreement.


 


2. Notwithstanding the provisions contained in paragraph 1 hereof, each of the undersigned Stockholders may transfer Shares (a) to
the Company’s officers and directors, (b) to an immediate family member or charitable organization or a trust formed for
the benefit of an immediate family member or charitable organization, (c) by bona fide gift, will, intestacy or by virtue of laws
of descent and distribution upon the death of such Stockholder, (d) pursuant to a qualified domestic relations order, (e) if such
Stockholder is a trust, to a trustor or beneficiary of the trust, (f) if such Stockholder is not a natural person, by virtue of
the laws of its jurisdiction of formation upon the dissolution of such Stockholder, (g) in a distribution to partners (direct
or indirect), members or shareholders of the Stockholder, (h) to any corporation, partnership, limited liability company or other
entity all of the beneficial ownership interest of which are held by the Stockholder or the immediate family members of the Stockholder
in a transaction not involving a disposition for value, (i) to any affiliate (as defined in Rule 405 of the Securities Act) of
Cantor, (j) in the event of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property or (k) in the event
of a consolidation, merger or other similar transaction in which the Company is the surviving entity that results in the directors
and officers of the Company ceasing to comprise a majority of the Company’s board of directors (in the case of directors)
or management (in the case of officers) of the surviving entity; provided, however, that, in the case of clauses (a) through
(k), these transferees shall enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
set forth herein. For the avoidance of doubt, the undersigned Stockholders will be permitted to sell their Shares in certain registered
offerings commenced by the Company on the terms and pursuant to the conditions set forth in the Merger Agreement and Registration
Rights Agreement.


 






     

     


    

 


3. Subject to the limitations described herein, each of the undersigned Stockholders shall retain his, her or its respective rights
as a security holder with respect to his, her or its Shares during the Lock-Up Period including, without limitation, the right
to vote the Shares.


 


4. During the Lock-Up Period, all dividends and distributions payable in cash with respect to the Shares shall be paid, as applicable,
to each of the undersigned Stockholders, but all dividends and distributions payable in Common Stock or other equity or securities
convertible into equity shall become subject to restrictions on transfer under this Letter Agreement until the end of the Lock-up
Period.


 


5. Each of the undersigned Stockholders represents and warrants, severally and not jointly, that he, she or it has the full right
and power, or complete corporate or equivalent organizational authority, as applicable, without violating any agreement to which
such Stockholder is bound, to enter into and perform his, her or its obligations under this Letter Agreement.


 


6. Each of the Founding Stockholders hereby agrees not to exercise any of his, her or its registration rights under that certain
Registration Rights Agreement with the Company, dated February 12, 2015 (the “Founders’ Registration Rights
Agreement”), until the earlier of (i) the consummation of the Follow-On Offering and (ii) the date the FTV Shelf
Registration Statement (as such term is defined in the Registration Rights Agreement) is declared effective by the Commission.
Each of the Founding Stockholders hereby agrees not to exercise any of his, her or its rights under the Founders’ Registration
Rights Agreement to participate in the Follow-On Offering or in any offering of securities pursuant to the FTV Shelf Registration
Statement.


 


7. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by each of the parties hereto.


 


8. No party may assign either this Letter Agreement or any of his, her or its rights, interests, or obligations hereunder without
the prior written consent of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on each undersigned party and each of such undersigned party’s, as applicable, heirs, personal representatives, successors
and assigns.


 


9. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable
to contracts entered into within the borders of such state and without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The parties (i) agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in United States
District Court for the District of Delaware or any Delaware State court, and irrevocably submits to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.


 






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10. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Letter
Agreement by any party hereto and, accordingly, that this Letter Agreement shall be specifically enforceable, and that any breach
of this Letter Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each
party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees
that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Letter
Agreement were not carried out in accordance with the terms and conditions hereof.


 


11. In the event that any provision of this Letter Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby


 


12. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery, electronic or facsimile transmission.


 


13. This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument. This Letter Agreement may be executed by facsimile signature or by other electronic
means, which shall be accepted as if they were original execution signatures.


 


14. This Letter Agreement shall terminate on the later of (i) the consummation of the Follow-On Offering and (ii) the date the FTV
Shelf Registration Statement is declared effective by the Commission; provided that, for the purposes of clarity, the restrictions
and other provisions set forth in Section 1 and Section 4 shall terminate upon the expiration of the Lock-Up Period.


 


[Signature
page follows]


  



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	 	Sincerely,
	 	 	 
	 	FINTECH
    ACQUISITION CORP. 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Daniel Cohen
	 	Name:	Daniel
Cohen
	 	Title:	Chief
Executive Officer and President








 


[Letter Agreement]


 






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	 	FTS STOCKHOLDERS:
	 	 
	 	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



 


[Letter Agreement]


 






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	 	CANTOR FITZGERALD & CO.
	 	 
	 	/s/ Nils Horning
	 	Name:	Nils Horning
	 	Title:	Vice President

	 	 	



 


[Letter Agreement]


 






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	 	FOUNDING STOCKHOLDERS:
	 	 
	 	DGC FAMILY FINTECH TRUST
	 	 
	 	/s/ Daniel Cohen
	 	Name:	Daniel Cohen           
	 	Title:	






 


 


	 	FINTECH INVESTOR HOLDINGS,
LLC
	 	 
	 	/s/ Daniel Cohen
	 	Name:	Daniel Cohen
	 	Title:	 Authorized Person








 


	 	COHEN SPONSOR INTERESTS, LLC
	 	 
	 	/s/ Daniel Cohen
	 	Name:	Daniel Cohen
	 	Title:	 Authorized Person








 


[Letter Agreement]


 



    	 	7	 



     


    

 





	 	/s/
    Betsy Z. Cohen
	 	Betsy
Z. Cohen
	 	 
	 	/s/ Daniel
    G. Cohen
	 	Daniel
    G. Cohen
	 	 
	 	 
	 	Walter
    Beach
	 	 
	 	 
	 	William
    Lamb
	 	 
	 	 
	 	Frank
    Mastrangelo
	 	 
	 	 
	 	James J. McEntee, III
	 	 
	 	 
	 	Shami
    Patel
	 	 
	 	 
	 	Alan
    Joseph Ferraro







 


[Letter Agreement]


 






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	 	Betsy
    Z. Cohen
	 	 
	 	 
	 	Daniel
    G. Cohen
	 	 
	 	 
	 	Walter
    Beach
	 	 
	 	 
	 	William
    Lamb
	 	 
	 	 
	 	Frank
    Mastrangelo
	 	 
	 	/s/ James J. McEntee, III
	 	James J. McEntee, III
	 	 
	 	 
	 	Shami
    Patel
	 	 
	 	 
	 	Alan
    Joseph Ferraro


 


[Letter Agreement]


 






    	 	9	 



     


    

 


	 	
	 	Betsy
    Z. Cohen
	 	 
	 	 
	 	Daniel
    G. Cohen
	 	 
	 	/s/
Walter Beach
	 	Walter
    Beach
	 	 
	 	 
	 	William
    Lamb
	 	 
	 	 
	 	Frank
    Mastrangelo
	 	 
	 	
	 	James J. McEntee, III
	 	 
	 	 
	 	Shami
    Patel
	 	 
	 	 
	 	Alan
    Joseph Ferraro





 


[Letter Agreement]


 






    	 	10	 



     


    

 





	 	
	 	Betsy
    Z. Cohen
	 	 
	 	 
	 	Daniel
    G. Cohen
	 	 
	 	
	 	Walter
    Beach
	 	 
	 	/s/
    William Lamb
	 	William
    Lamb
	 	 
	 	 
	 	Frank
    Mastrangelo
	 	 
	 	
	 	James J. McEntee, III
	 	 
	 	 
	 	Shami
    Patel
	 	 
	 	 
	 	Alan
    Joseph Ferraro


 


[Letter Agreement]


 



    	 	11	 



     


    




 


 


	 	
	 	Betsy
    Z. Cohen
	 	 
	 	 
	 	Daniel
    G. Cohen
	 	 
	 	
	 	Walter
    Beach
	 	 
	 	
	 	William
    Lamb
	 	 
	 	/s/
Frank Mastrangelo
	 	Frank
    Mastrangelo
	 	 
	 	
	 	James J. McEntee, III
	 	 
	 	 
	 	Shami
    Patel
	 	 
	 	 
	 	Alan
    Joseph Ferraro





 


[Letter Agreement]


 






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	 	Betsy
    Z. Cohen
	 	 
	 	 
	 	Daniel
    G. Cohen
	 	 
	 	
	 	Walter
    Beach
	 	 
	 	
	 	William
    Lamb
	 	 
	 	 
	 	Frank
    Mastrangelo
	 	 
	 	
	 	James J. McEntee, III
	 	 
	 	/s/
    Shami Patel
	 	Shami
    Patel
	 	 
	 	 
	 	Alan
    Joseph Ferraro





 


[Letter Agreement]


 



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	 	Betsy
    Z. Cohen
	 	 
	 	 
	 	Daniel
    G. Cohen
	 	 
	 	
	 	Walter
    Beach
	 	 
	 	
	 	William
    Lamb
	 	 
	 	 
	 	Frank
    Mastrangelo
	 	 
	 	
	 	James J. McEntee, III
	 	 
	 	 
	 	Shami
    Patel
	 	 
	 	/s/
    Alan Joseph Ferraro
	 	Alan
    Joseph Ferraro


 


[Letter Agreement]


 






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	 	PALESTRA CAPITAL MASTER FUND
    LP
	 	 
	 	/s/ Jeremy schiffman
	 	By:	Jeremy schiffman
	 	Title:	Managing Partner





 


[Letter Agreement]


 






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	 	/s/ BRIAN SHANAHAN
	 	BRIAN SHANAHAN



 


[Letter Agreement]


 






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		MKY INVESTMENTS, LLC
	 	 
	 	


 


By:

	/s/
    Laith Yaldoo
	 	Name:	Laith Yaldoo
	 	Title:	 Member


 


[Letter Agreement]


 






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	 	/s/ JEFFREY SHANAHAN
	 	JEFFREY SHANAHAN





 


[Letter Agreement]


  






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	 	/s/ TIM HUTTEGER
	 	TIM HUTTEGER


 


[Letter Agreement]


 






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	 	/s/ ASHLEY HUTTEGER
	 	ASHLEY HUTTEGER


 


[Letter Agreement]


 






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	 	/s/ PATRICK SHANAHAN
	 	PATRICK SHANAHAN


 


[Letter Agreement]


 






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	 	/s/ KEVIN GAINER
	 	KEVIN GAINER


 


[Letter Agreement]


 






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		THE SDAO FAMILY GRANTOR RETAINED
ANNUITY TRUST
	 	 
	 	


 


By:

	    
	 	Name:	
	 	Title:	 





 


[Letter Agreement]


 



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		SDAO FAMILY II, LLC
	 	 
	 	


 


By:

	
	 	Name:	
	 	Title:	 


 


[Letter Agreement]


 






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	 	/s/ RUSH TAGGART
	 	RUSH TAGGART





 


[Letter Agreement]


 






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	 	/s/ ROBERT NATHAN
	 	ROBERT NATHAN





  


[Letter Agreement]


 



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	 	/s/ RENEE HRITZ
	 	RENEE HRITZ


 


[Letter Agreement]


 






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	 	/s/ RANDY LANGLOIS
	 	RANDY LANGLOIS





 


[Letter Agreement]


 



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	 	/s/ LINDA INTAGLIATA
	 	LINDA INTAGLIATA





 


[Letter Agreement]


 



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	 	/s/ KEVIN MCGUIRE
	 	KEVIN MCGUIRE





 


[Letter Agreement]


 



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	 	/s/ KELLY ARMSTRONG
	 	KELLY ARMSTRONG





 






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	 	/s/ JOHN KATOULA
	 	JOHN KATOULA


 


[Letter Agreement]


 






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	 	/s/ JOHN J. CAUFIELD
	 	JOHN J. CAUFIELD





 


[Letter Agreement]


 






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		J&R MOHR LIMITED PARTNERSHIP
	 	 
	 	


 


By:

	/s/ GREGORY A. MOHR
	 	Name:	GREGORY A. MOHR
	 	Title:	 GENERAL PARTNER





 


[Letter Agreement]


 






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	 	/s/ RYAN GILDERSLEEVE
	 	RYAN GILDERSLEEVE


 


[Letter Agreement]


 






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	 	/s/ ERIC ODEGARD
	 	ERIC ODEGARD





 


[Letter Agreement]


 






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By:

	
	 		ALEX CHAPMAN


 


[Letter Agreement]


 



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	 	/s/ ADAM MOSS
	 	ADAM MOSS


 


[Letter Agreement]


 


38