Exhibit 10.19


 


CARDCONNECT, LLC


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (the “Agreement”) is made as of [________], 2016, by and between CardConnect Corp.
(f/k/a FinTech Acquisition Corp.), a Delaware corporation (“Parent”), CardConnect, LLC (f/k/a Financial
Transaction Services, LLC), a Delaware limited liability company and indirect wholly-owned subsidiary of Parent (the “Company”),
and Abraham Marciano (“Executive”).


 


WHEREAS, effective as of
the date hereof, FTS Holding Corporation, the Company’s parent corporation, merged with and into FinTech Merger Sub, Inc.
(the “Merger”), a wholly-owned subsidiary of Parent, and the entity surviving the merger changed its name to
FTS Holding Corporation (“FTS”);


 


WHEREAS, in connection with
the Merger, the Company and the Executive desire to modify certain terms of the Employment Agreement between such parties dated
as of April 11, 2016 (the “Original Employment Agreement”); and


 


WHEREAS, this Agreement
amends and restates in its entirety the Original Employment Agreement.


 


In consideration of the
mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.Employment.
Parent and the Company shall employ Executive, and Executive hereby accepts employment with Parent and the Company, upon the terms
and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in Section 4
hereof (the “Employment Period”).


 


2.Position and Duties.


 


(a)During the Employment
Period, Executive shall serve as the Chief Information Officer of Parent, the Company and their Subsidiaries (as defined below)
and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction
of Parent’s Chief Executive Officer and Parent’s board of directors (the “Board”).


 


(b)Executive shall report
to Parent’s Chief Executive Officer and the Board and shall devote his best efforts and full business time and attention
(except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent,
the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company
and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient
manner and shall comply with Parent’s , the Company’s and their Subsidiaries’ policies and procedures in all
material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent
of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation;
provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare,
social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services
and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not
materially interfere with Executive’s services and obligations hereunder.


 






     


     


    

 


(c)Executive shall perform
his duties hereunder at the Company’s offices in King of Prussia, Pennsylvania. It is understood that Executive shall undertake
such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities.


 


(d)For purposes of this
Agreement “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership
interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination,
owned by Parent or the Company, directly or through one of more Subsidiaries.


 


3.Compensation and
Benefits.


 


(a)During the Employment
Period, Executive’s base salary shall be three hundred and forty thousand dollars ($340,000) per annum, subject to increase
as approved by Parent’s compensation committee (the “Base Salary”), which salary shall be payable by
Parent in regular installments in accordance with Parent’s general payroll practices (in effect from time to time). In
addition, during the Employment Period, Executive shall be entitled to participate in all of Parent’s and the Company’s
vacation, paid holidays, medical and other employee benefit programs for which members of Parent, the Company and their Subsidiaries’
executive management team are generally eligible. Executive shall be entitled to six (6) weeks of paid time off each calendar
year, which if not taken during any year may not be carried forward to any subsequent year and no compensation shall be payable
in lieu thereof, except as otherwise required by law. For the 2016 calendar year, Executive shall be entitled to 23 days paid
time off, representing a pro-rated time off period based on the start date of Executive’s Employment Period.


 


(b)During the Employment
Period, Parent shall reimburse Executive for all reasonable business expenses incurred by Executive in the course of performing
his duties and responsibilities under this Agreement which are consistent with Parent’s policies in effect from time to
time with respect to travel, entertainment and other business expenses, subject to Parent’s requirements with respect to
reporting and documentation of such expenses, provided that Executive shall be entitled to travel business class on all flights
taken by Executive in the course of performing his duties and responsibilities under this Agreement.


 


(c)All expenses or other
reimbursements under this Agreement which would be deemed taxable income to the Executive shall be made on or prior to the last
day of the taxable year following the taxable year in which such expenses were incurred by Executive. Any right to reimbursement
or in-kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement, expenses eligible
for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other taxable year.


 


(d)In addition to the
Base Salary, Executive shall be eligible to receive, in respect of each full calendar year, subject to his continued employment
through the last day of each calendar year and at the discretion of Parent’s compensation committee (except as otherwise
provided herein), a bonus based on the performance of the Company, as measured by the Company’s achievement of certain target(s)
approved by Parent’s compensation committee (the “Annual Bonus”). During the Employment Period, Executive’s
target Annual Bonus shall not be less than forty percent (40%) of the Base Salary. The amount of the Annual Bonus for the 2016
calendar year shall be determined in accordance with the terms and conditions of the annual incentive plan under which Executive
participated immediately prior to the Merger. For the avoidance of doubt, Executive’s bonus for the calendar year 2016 will
not be pro-rated to reflect the start date of Executive’s Employment Period. All amounts payable pursuant to this subsection
shall be payable in cash to Executive within fourteen (14) days following completion of the annual accounting audit of Parent
and the Company, but in any event no later than the fifteenth (15th) day of the third month following the fiscal year in respect
of which such payment is earned or as soon as administratively practicable within the meaning of Code Section 409A (as defined
below).


 






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4.Term.


 


(a)The Employment Period
shall end on the fifth (5th) anniversary of the date hereof and shall automatically be renewed on the same terms and conditions
set forth herein as modified from time to time by the parties hereto for additional one-year periods beginning on such fifth (5th)
anniversary unless either party notifies the other no later than sixty (60) days prior to the end of the then current term that
it does not wish to renew the Agreement; provided, that (i) the Employment Period shall terminate immediately upon Executive’s
resignation with Good Reason or without Good Reason, death or Disability, and (ii) the Employment Period may be terminated by
Parent at the sole discretion of the Board at any time for Cause or without Cause. Any termination of the Employment Period by
Parent shall be effective as specified in a written notice from Parent to Executive.


 


(b)If the Employment
Period is terminated by Parent without Cause (other than as a result of Executive’s Disability) or by Executive with Good
Reason, Executive shall be entitled to (i) a lump sum cash payment within fourteen (14) days following the date of his termination
of employment equal to the sum of (A) his accrued but unused vacation, (B) Base Salary payable through the date of termination,
(C) any accrued but unpaid bonus or incentive compensation earned by Executive for a prior fiscal year, (D) the target Annual
Bonus for the year in which the Employment Period was terminated, to the extent it would have been payable to Executive under
Section 3(d),, prorated on the basis of the number of full days of service rendered by Executive during such year, and
(E) any unreimbursed business expenses that are reimbursable in accordance with Section 3(b), and (ii) an amount equal
to twelve (12) months of Executive’s Base Salary, less applicable withholdings and deductions, such amount payable in regular
installments in accordance with Parent’s normal payroll practices at the time of termination over a period of twelve (12)
months commencing on the date the Employment Period is terminated (the “Severance Period”), in each case if
and only if Executive has executed and delivered to Parent and the Company the Parent’s standard, a general release in form
and substance satisfactory to the Board (the “Release”) within thirty (30) days of such termination and only
so long as Executive has not revoked or breached the provisions of such Release or breached the provisions of Sections 5,
6 and 7 hereof during the Severance Period. Executive shall forfeit all rights to payment under clause (ii) of this
Section 4(b) unless the Release is signed and delivered (and no longer subject to revocation, if applicable) within thirty
(30) days following the date of Executive’s termination of employment. Subject to the provisions of Section 24, if
the general release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then
payments under clause (ii) of this Section 4(b) shall be made or commence upon the thirtieth (30th) day following
Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would
have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination
of employment, and any payments made thereafter shall continue in accordance with Parent ’s payroll practices at the time
of termination. In addition, if Executive elects to continue and pays his health insurance coverage under Section 4980B of the
Internal Revenue Code of 1986, as amended (“COBRA”), following the termination of Executive’s employment,
then Parent shall pay or reimburse Executive for the portion of the monthly premium under COBRA for such coverage in excess of
the portion paid by active employees for similar coverage until the earliest of (x) the expiration of the Severance Period
and (y) the date Executive receives substantially equivalent health insurance coverage in connection with new employment
or self-employment.


 






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(c)If the Employment
Period is terminated (i) by Parent for Cause, (ii) due to Executive’s death or Disability, or (iii) by Executive’s
resignation without Good Reason, Executive shall be entitled to receive his Base Salary through the date of such termination,
any accrued but unused vacation, any accrued but unpaid bonus or incentive compensation earned by Executive for a prior fiscal
year, and unreimbursed business expenses that are reimbursable in accordance with Section 3(b), all of which shall be payable
in a lump sum cash payment within fourteen (14) days following the date of his termination of employment.


 


(d)Except as otherwise
expressly provided herein, Executive shall not be entitled to any other salary, bonuses, employee benefits or compensation from
Parent, the Company or their Subsidiaries after the termination of the Employment Period and all of Executive’s rights to
salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination
of the Employment Period (other than vested retirement or other benefits accrued on or prior to the termination of the Employment
Period (including, without limitation, any vested rights under any equity incentive plan of Parent or the Company (and any successor
plans)) or other amounts owing hereunder as of the date of such termination that have not yet been paid) shall cease upon such
termination, other than those expressly required under applicable law (such as COBRA).


 


(e)Parent, the Company
and their Subsidiaries may offset any amounts Executive owes Parent, the Company or such Subsidiaries against any amounts Parent,
the Company or such Subsidiaries, as applicable, owes Executive hereunder, except as provided in Section 24(e) or under
applicable law.


 


(f)For purposes of this
Agreement, “Cause” shall mean with respect to Executive one or more of the following: (i) the conviction of,
or plea of no contest by, Executive with respect to a felony or other crime involving moral turpitude offense if, and only if,
it is determined by the Board that such event has occurred and merits termination of the Executive’s employment pursuant
to this Agreement, (ii) the commission of any other act or omission by Executive involving misappropriation, embezzlement, dishonesty,
theft or fraud with respect to Parent, the Company or any of their Subsidiaries or any of their business relationships, (iii)
Executive’s illegal possession of a controlled substance, use of illegal drugs or repetitive abuse of alcohol or other behavior
which materially interferes with the performance of his duties to Parent, the Company or any Subsidiary or which compromises the
integrity and reputation of Executive, Parent, the Company or any Subsidiaries, (iv) Executive’s failure to substantially
perform material duties as reasonably directed by Parent’s Chief Executive Officer or the Board in accordance with this
Agreement continuing beyond thirty (30) days’ prior written notice of such failure, (v) Executive’s willful act
or omission aiding or abetting a competitor of Parent, the Company or any of their Subsidiaries to the material disadvantage or
detriment of Parent, the Company and their Subsidiaries, (vi) Executive’s willful failure to comply in all material respects
with Parent and the Company’s material policies, procedures and guidelines, including corporate governance and human relations
policies, and applicable laws with respect to Parent’s and the Company’s business operations, (vii) Executive’s
breach of fiduciary duty, gross negligence or willful misconduct with respect to Parent, the Company or any of their Subsidiaries,
or (viii) any other material breach by Executive of this Agreement which is not cured to the Board’s reasonable satisfaction
within thirty (30) days after written notice thereof to Executive. For purposes of clauses (v), (vi) and (vii) above, no act or
failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by
Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of Parent
or the Company.


 






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(g)The Executive’s
“Disability” shall be deemed to have occurred only if, as a result of his incapacity due to physical or mental
illness, Executive is considered disabled under the Company’s or Parent’s long-term disability insurance plans.


 


(h)For purposes of this
Agreement, “Good Reason” shall mean if Executive resigns from employment with Parent or the Company prior to
the end of the Employment Period as a result of one or more of the following reasons: (i) any material breach by Parent or the
Company of this Agreement including a reduction in Executive’s Base Salary or target Annual Bonus opportunity or a material
reduction in Executive’s employee benefits in the aggregate under this Agreement, (ii) a material reduction or diminution
of Executive’s duties, authority or responsibilities (including any change in his reporting requirements), or (iii) a material
change in Executive’s principal place of employment to a location more than 25 miles outside of King of Prussia, Pennsylvania.
Notwithstanding the above, the occurrence of any of the events described in (i), (ii) or (iii) above will not constitute a “Good
Reason” unless Executive gives Parent written notice, within sixty (60) calendar days after the occurrence of any such events
that such circumstances constitute “Good Reason,” and Parent or the Company thereafter fails to cure such circumstances
within 30 days after receipt of such notice. The termination of the Employment Period for Cause shall preclude Executive’s
resignation with Good Reason.


 


(i)Executive shall not
be required to mitigate the severance benefits contemplated by this Agreement, nor will any earnings that Executive may receive
from any other source reduce any such severance benefits.


 


5.Confidential Information.


 


(a)Executive acknowledges
that the continued success of Parent, the Company and their Subsidiaries and affiliates, depends upon the use and protection of
a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or
to be developed in the future will be referred to in this Agreement as “Confidential Information.” Confidential
Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied
in a tangible or intangible form) that is (i) related to Parent’s, the Company’s or their Subsidiaries’
or affiliates’ current or potential business, and (ii) is not generally or publicly known. Confidential Information
includes, without specific limitation, the information, observations and data obtained by him whether before or after the date
of this Agreement concerning the business and affairs of Parent, the Company and their Subsidiaries and affiliates, information
concerning acquisition opportunities in or reasonably related to Parent, the Company’s or their Subsidiaries’ or affiliates’
business or industry of which Executive becomes aware, the persons or entities that are current, former or prospective business
relations, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic,
marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists
and telephone numbers, locations of sales agents, new and existing programs and services, prices and terms, merchant service,
integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that he
shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Board’s
prior written consent, unless and to the extent that any Confidential Information (i) becomes generally known to and available
for use by the public other than as a result of Executive’s acts or omissions to act, or (ii) is required to be disclosed
pursuant to any applicable law or court order. Executive agrees to deliver to Parent at the end of the Employment Period, or at
any other time the Board may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies
thereof) relating to the business of Parent, the Company or their Subsidiaries or affiliates (including, without limitation, all
Confidential Information) that he may then possess or have under his control.


 






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(b)During the Employment
Period, Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or
any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of Parent, the
Company or their Subsidiaries or affiliates any unpublished documents or any property belonging to any former employer or any
other person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or person.
Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with
training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise
legally in the public domain, (ii) otherwise provided or developed by Parent, the Company or their Subsidiaries or affiliates,
or (iii) in the case of materials, property or information belonging to any former employer or other person to whom Executive
has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at any time during
employment with Parent, the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will
be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers or other persons, Executive
shall immediately advise the Board so that Executive’s duties can be modified appropriately.


 


(c)Executive shall immediately
notify the Board of any intended or unintended, unauthorized disclosure or use of any trade secrets or Confidential Information
by Executive or any other person or entity of which Executive becomes aware. Executive shall cooperate fully with the Company
in the procurement of any protection of Parent or the Company’s rights to or in any of the trade secrets or Confidential
Information.


 


(d)Executive understands
that Parent, the Company and their Subsidiaries and affiliates will receive from third parties confidential or proprietary information
(“Third Party Information”) subject to a duty on Parent’s, the Company’s and their Subsidiaries’
and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes.
During the Employment Period and thereafter, and without in any way limiting the provisions of Section 5(a) above,
Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel
of Parent, the Company or their Subsidiaries and affiliates who need to know such information in connection with their work for
Parent, the Company or such Subsidiaries and affiliates) or use, except in connection with his work for Parent, the Company or
their Subsidiaries and affiliates, Third Party Information unless expressly authorized by the Board’s written consent.


 


6.Intellectual Property,
Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or
not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information
and all similar or related information (whether or not patentable) which relate to Parent’s, the Company’s or any
of their Subsidiaries’ actual or anticipated business, research and development or existing or future products or services
and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by Parent, the Company
or any Subsidiary, whether before or after the date of this Agreement (“Work Product”), shall be deemed to
be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended)
and belong exclusively to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board
and, at Parent’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment
Period) to establish and confirm such title and ownership (including, without limitation, assignments, consents, powers of attorney
and other instruments).


 






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7.Non-Compete, Non-Solicitation.


 


(a) In further consideration
of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with Parent,
the Company and their Subsidiaries (including predecessors of such entities) Executive has and shall become familiar with Parent’s,
the Company’s and their Subsidiaries’ trade secrets and with other Confidential Information concerning Parent, the
Company and their Subsidiaries and affiliates and that his services have been and shall be of special, unique and extraordinary
value to Parent, the Company and their Subsidiaries and affiliates, and, therefore, Executive agrees that, during the Employment
Period and for twenty-four (24) months thereafter (the “Noncompete Period”), Executive shall not directly or
indirectly, either for himself or for any other person, partnership, corporation, company or other entity, own any interest in,
manage, control, participate in, consult with, render services for, or in any other manner engage in any business or enterprise
which (i) is engaged in the business of developing, marketing, licensing and maintaining payment, security and encryption software
solutions, including payment acceptance, authorization, settlement and reconciliation of funds functionality or (ii) provides
payment processing services to merchants (provided directly and indirectly through independent sales organizations and agents)
and related operations, including, but not limited to, facilitating the exchange of information and funds between merchants and
cardholders’ financial institutions, providing end-to-end electronic payment processing services to merchants, including
merchant set-up and training, transaction authorization and electronic draft capture, clearing and settlement, merchant accounting,
merchant assistance and support and risk management or provides products, or services which are similar to or compete with any
other products or services of Parent, the Company or any of their Subsidiaries (or any products or services Parent, the Company
or any of their Subsidiaries are currently in the process of developing), as of the expiration date or earlier termination of
the Employment Period, anywhere within the United States of America (any of the foregoing, a “Competitive Activity”).
For purposes of this Agreement, “participate” includes any direct or indirect interest in any enterprise, whether
as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, executive, franchisor,
franchisee, creditor, owner or otherwise; provided, that the foregoing activities shall not include the passive ownership
(i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than
two (2)% of the stock of a publicly-traded corporation.


 


(b)During the Employment
Period and for twenty-four (24) months thereafter (the “Nonsolicit Period”), Executive shall not directly or
indirectly through another person or entity (i) induce or attempt to induce any employee of Parent, the Company or any Subsidiary
to leave the employ of Parent, the Company or such Subsidiary, or in any way interfere with the relationship between Parent, the
Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of Parent, the Company or any Subsidiary
at any time during the twelve (12) months preceding such hiring, (iii) induce or attempt to induce any merchant, agent, independent
sales organization, or other business relation of Parent, the Company or any Subsidiary to cease doing business with Parent, the
Company or such Subsidiary, or in any way interfere with the relationship between any such merchant, agent, independent sales
organization, or other business relation and Parent, the Company or any Subsidiary (including, without limitation, making any
negative or disparaging statements or communications about Parent, the Company or their Subsidiaries) or (iv) service, engage
in business with or provide products or services to any merchant, agent, independent sales organization, or other business relation
of Parent, the Company or any Subsidiary with respect to any product or service provided or rendered by Parent, the Company or
any of their Subsidiaries or which Parent, the Company or any of their Subsidiaries is in the process of developing, as of the
expiration date or earlier termination of the Employment Period. For purposes of this Section 7(b), the term “employee”
shall include consultants and independent contractors of Parent, the Company and their Subsidiaries.


 






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(c)If, at the time of
enforcement of Section 5, 6 or 7, a court shall hold that the duration, scope or area restrictions stated
herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable
under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the
restrictions contained in this Section 7 are reasonable and that he has reviewed the provisions of this Agreement
with his legal counsel.


 


(d)In the event of the
breach or a threatened breach by Executive of any of the provisions of this Section 7, Parent and the Company would suffer
irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, each of Parent and the
Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction
in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition,
in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period and/or Nonsolicit
Period shall be tolled until such breach or violation has been duly cured.


 


(e)Executive agrees
that the aforementioned covenants are reasonable with respect to their duration, geographical area and scope. In particular, Executive
acknowledges and agrees that the geographic scope of these restrictions is necessary to protect the goodwill and Confidential
Information of Parent, the Company and their Subsidiaries.


 


8.Executive’s
Representations. Executive hereby represents and warrants to Parent and the Company that (i) the execution, delivery and performance
of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party
to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity, and
(iii) upon the execution and delivery of this Agreement by Parent and the Company, this Agreement shall be the valid and binding
obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and agrees that Executive is
not entitled to receive any payments pursuant to Section 4 of the Original Employment Agreement in connection with Executive’s
execution and delivery of this Agreement and the amendment and restatement of the Original Employment Agreement. Executive hereby
acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this
Agreement and that he fully understands the terms and conditions contained herein.


 


9.Survival. Sections
4 through 24 (other than Section 22) shall survive and continue in full force in accordance with their terms
notwithstanding the termination of the Employment Period.


 






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10.Notices. Any
notice provided for in this Agreement will be in writing and will be either personally delivered, delivered by certified mail
(return receipt requested), sent by reputable overnight courier service (charges prepaid), delivered by means of electronic mail
(with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day), or transmitted
by facsimile (transmission confirmed) to the address, facsimile number or electronic mail address set forth below or at any address
listed in the Company’s records, or at such address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally,
sent by facsimile (with receipt confirmed) or electronic mail on a business day during regular business hours of the recipient
(or, if not, on the next succeeding business day), three (3) days after deposit in the U.S. mail and one day after deposit with
a reputable overnight courier service.


 


Notices to Executive:


 


Abraham Marciano


1000 Continental Drive


Suite 300


King of Prussia, PA 19406


Facsimile: (216) 682-2416


 


Notices to Parent or the Company:


 


CardConnect, LLC


1000 Continental Drive


Suite 300


King of Prussia, PA 19406


Attention: Chief Executive Officer


Facsimile: (216)
682-2401 


 


or such other address or to the attention
of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under
this Agreement shall be deemed to have been given when so delivered, sent, mailed or faxed.


 


11.Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained herein.


 


12.Complete Agreement.
This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement
and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter hereof in any way. Nothing
contained herein shall diminish or abrogate (i) Executive’s rights under any indemnification agreements between Parent,
the Company or any of their Subsidiaries on the one hand, and Executive on the other, (ii) the provisions of any such entity’s
charter, bylaws, memorandum and articles of association, agreement, policies, resolutions or similar documents or statements which
provide for indemnification, advancement of expenses, or contribution, or relieve Executive from fiduciary duties or standards
of care, (iii) any agreement with a third party, or (iv) Executive’s rights under any insurance policy or similar arrangement.


 


13.No Strict Construction.
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent,
and no rule of strict construction shall be applied against any party.


 






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14.Counterparts.
This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original
and all of which taken together constitute one and the same agreement.


 


15.Successors and
Assigns. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including
without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company
whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company”
for the purposes of this Agreement). This Agreement will inure to the benefit of and be enforceable by Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but otherwise will not otherwise
be assignable, transferable or delegable by Executive. This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except
as otherwise expressly provided in this Section 15.


 


16.Choice of Law.
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits
and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without
giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania.


 


17.Amendment and
Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved
by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing
or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the
Employment Period for Cause or, except as otherwise stated herein, Executive’s right to terminate this Agreement for Good
Reason) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of
any provision of this Agreement.


 


18.Insurance.
The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance
on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination,
supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary
to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable
at rates now prevailing for healthy men of his age.


 


19.Taxes. Parent,
the Company and their Subsidiaries shall be entitled to deduct or withhold from any amounts owing from Parent, the Company or
any of their Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes
imposed with respect to Executive’s compensation or other payments from Parent, the Company or any of their Subsidiaries
or Executive’s ownership interest in Parent or the Company (including, without limitation, wages, bonuses, dividends, the
receipt or exercise of equity options and/or the receipt or vesting of restricted equity).


 



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20.Dispute Resolution.
Except with respect to disputes or claims under Sections 5, 6 or 7 hereof (which may be pursued in any court
of competent jurisdiction and with respect to which each party shall bear the cost of its own attorney’s fees and expenses
except as otherwise required by applicable law), this Agreement and the rights of any and all parties hereto pursuant hereto shall
be settled by arbitration in Philadelphia, Pennsylvania, before three (3) arbitrators pursuant to the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the “Association”). Arbitration may be commenced
at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to
arbitration under this Section 20. Each of the parties hereto shall select one (1) arbitrator within twenty (20) days after
the date of the notice referred to above and the third arbitrator shall be a state or federal court judge selected by the two
arbitrators appointed by the parties hereto, but if the two arbitrators do not so agree within twenty (20) days after their selection
by the parties hereto, the selection shall be made pursuant to the rules of, and from the panels of arbitrators maintained by,
the Association. Any award rendered by the arbitrators shall be conclusive and binding upon the parties hereto; provided,
however, that any such award shall be accompanied by a written opinion of the arbitrators giving the reasons for the award.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrators in accordance
herewith shall be final and binding and there shall be no right of appeal therefrom. Each party shall pay its own expenses of
arbitration and the expenses of the arbitrators shall be equally shared; provided, however, that if in the opinion
of the arbitrators any claim for indemnification or any defense or objection thereto was unreasonable, the arbitrators may assess,
as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’
fees) and of the arbitrators against the party raising such unreasonable claim, defense or objection. To the extent that arbitration
may not be legally permitted hereunder and the parties to any dispute hereunder may not at the time of such dispute mutually agree
to submit such dispute to arbitration, the resolution of such dispute shall be subject to the other provisions of this Agreement.
Nothing contained in this Section 20 shall prevent the parties from settling any dispute by mutual agreement at any time.


 


21.Waiver of Jury
Trial. As a specifically bargained for inducement for each of the parties hereto to
enter into this Agreement (after having the opportunity to consult with counsel), each
party hereto expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this
Agreement or the matters contemplated hereby.


 


22.Corporate Opportunity.
During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers
presented to Executive or of which Executive becomes aware which relate to the business of providing payment processing services
to merchants (provided directly and indirectly through independent sales organizations and agents) and related operations, including,
but not limited to, facilitating the exchange of information and funds between merchants and cardholders’ financial institutions,
providing end-to-end electronic payment processing services to merchants, including merchant set-up and training, transaction
authorization and electronic draft capture, clearing and settlement, merchant accounting, merchant assistance and support and
risk management or provides products at any time during the Employment Period (“Corporate Opportunities”).
Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s
own behalf.


 


23.Executive’s
Cooperation. During the Employment Period and for one (1) year thereafter, Executive shall, subject to the Company reimbursing
Executive for out-of-pocket expenses, cooperate with Parent, the Company and their Subsidiaries in any internal investigation
or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive
being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s
request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent
information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all
at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments).


 






    	 	-11-	 



     


    

 


24.Section 409A Compliance.


 


(a)The intent of the
parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations
and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable
for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply
with Code Section 409A.


 


(b)A termination of
employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any
amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.”


 


(c)Notwithstanding any
other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply:


 


(i)With regard
to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from
service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period
measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death
(the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period,
all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments
in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall
be paid or provided in accordance with the normal payment dates specified for them herein; and


 


(ii)To the
extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided
on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive
shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such
costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by
the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period,
and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein.


 


(d)For purposes of Code
Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right
to receive a series of separate and distinct payments.


 


(e)Notwithstanding any
other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred
compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable
to Executive unless otherwise permitted by Code Section 409A.


 


* * * * *


 




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IN WITNESS WHEREOF, the
parties hereto have executed this Amended and Restated Employment Agreement as of the date first written above.


 


	 	CARDCONNECT
    CORP.
	 	 	 
	 	By:	 
	 	 	                   
	 	Its:	 
	 	 	 
	 	CARDCONNECT,
    LLC
	 	 	 
	 	By:	 
	 	 	 
	 	Its:	 
	 	 	 
	 	 	 
	 	Abraham
    Marciano


 


 




{Employment Agreement
- Abraham Marciano}