UNDERWRITING AGREEMENT between FINTECH ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: January 19, 2017 FINTECH ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2017 • Fintech Acquisition Corp. II • Blank checks • New York
The undersigned, FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“CF&CO”) and with the other underwriters named on Schedule I hereto, for which CF&CO is acting as representative (CF&CO, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2017, is by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) also referred to as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 23rd, 2016 • Fintech Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________, 201[__], by and between FINTECH ACQUISITION CORP. II, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 23rd, 2016 • Fintech Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 23rd day of December 2016, by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 110 East 59th Street, New York, New York 10022.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 7, 2018 and as amended and restated as of June 24, 2021 among INTERMEX WIRE TRANSFER, LLC, as the Revolver Borrower, INTERMEX HOLDINGS, INC., as the Term Borrower, INTERNATIONAL MONEY EXPRESS,...Credit Agreement • June 28th, 2021 • International Money Express, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 24, 2021, among Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolver Borrower”), Intermex Holdings, Inc. (the “Term Borrower”), International Money Express, Inc. a Delaware corporation (“Holdings”), International Money Express Sub 2, LLC, a Delaware limited liability company (“Intermediate Holdings”), each other Guarantor from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and KeyBank National Association, as Administrative Agent and L/C Issuer.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2016 • Fintech Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2017 by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
January 19, 2017Letter Agreement • January 25th, 2017 • Fintech Acquisition Corp. II • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 17,595,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of a warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). The Co
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2017 • Fintech Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2017 by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2023 • International Money Express, Inc. • Services-business services, nec • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of May 20th, 2022 (the “Effective Date”), between INTERNATIONAL MONEY EXPRESS, INC., a Delaware corporation (“Employer”), and ERNESTO LUCIANO (“Executive”) and shall replace and supersede in its entirety, as of the Effective Date, Executive’s prior employment agreement dated as November 30th, 2020 (the “Prior Employment Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2016 • Fintech Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________________, 201[__], is made and entered into by and among each of FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), FinTech Investor Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co., a New York general partnership (“Cantor”), and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
FinTech Acquisition Corp. II Philadelphia, PA 19104-2870 Attention: James McEnteeFintech Acquisition Corp. II • October 31st, 2016 • Blank checks
FinTech Investor Holdings II, LLC (“Lender”) hereby agrees to make to FinTech Acquisition Corp. II (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • December 14th, 2023 • International Money Express, Inc. • Services-business services, nec • Delaware
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made as of December 12th, 2023, by and between International Money Express, Inc., a Delaware corporation (the “Company”), and SPC Intermex, LP, a Delaware limited partnership (the “Selling Stockholder”).
January 19, 2017Letter Agreement • January 25th, 2017 • Fintech Acquisition Corp. II • Blank checks • New York
This letter (“Letter Agreement”), by and between FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), is being delivered in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between the Company and Cantor Fitzgerald, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 17,595,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of a warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and E
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of this 26th day of July 2018, by and between International Money Express, Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).
INTERNATIONAL MONEY EXPRESS, INC. 2020 OMNIBUS EQUITY COMPENSATION PLAN PSU AGREEMENTOmnibus Equity Compensation Plan • March 15th, 2023 • International Money Express, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (this “Agreement”), dated _________ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and __________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to Grantee. All terms used but not defined herein shall have the meanings given them in Exhibit I, or if such term is not defined in Exhibit I, the Plan.
CREDIT AGREEMENT AMONG INTERMEX HOLDINGS II, INC. as Holdings INTERMEX HOLDINGS, INC., INTERMEX WIRE TRANSFER, LLC, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, MC ADMIN CO LLC, as ADMINISTRATIVE AGENT AND COLLATERAL AGENTCredit Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of August 23, 2017 among INTERMEX HOLDINGS II, INC, a Delaware corporation (“Holdings”), INTERMEX HOLDINGS, INC., a Delaware corporation (the “Term Borrower”), INTERMEX WIRE TRANSFER, LLC, a Florida limited liability company (the “Revolving Borrower” and together with the Term Borrower, the “Borrowers”), the Lenders party hereto from time to time, MC ADMIN CO LLC, as Administrative Agent and Collateral Agent, and MC ADMIN CO LLC, as Lead Arranger. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
International Money Express, Inc. 2018 Omnibus Equity Compensation Plan Form of Incentive Stock Option AgreementIncentive Stock Option Agreement • March 27th, 2018 • Fintech Acquisition Corp. II • Blank checks • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between International Money Express, Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Robert Lisy)Employment Agreement • January 6th, 2021 • International Money Express, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of January 1, 2021 (the “Effective Date”), by and between Robert Lisy, an individual (“Executive”), and Intermex Holdings, Inc., a Delaware corporation (“Employer”), and shall replace and supersede in its entirety, as of the Effective Date, Executive’s prior employment agreement dated as of December 19, 2017 (the “Prior Employment Agreement”).
International Money Express, Inc. 2018 Omnibus Equity Compensation PlanQualified Stock Option Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between International Money Express, Inc., a Delaware corporation (the “Company”), and Robert Lisy (the “Participant”).
COWEN AND COMPANY, LLC DEALER MANAGER AGREEMENTDealer Manager Agreement • March 28th, 2019 • International Money Express, Inc. • Services-business services, nec • New York
EMPLOYMENT, TRANSITION AND SEPARATION AGREEMENTEmployment, Transition and Separation Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT, TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered by and between Intermex Holdings, Inc. (hereinafter “Intermex Holdings”), Intermex Wire Transfer, LLC (hereinafter “Intermex, LLC”) and Interwire Topco, LLC (hereinafter “Interwire”), on the one hand, and Darrell Ebbert together with his heirs, executors, administrators, representatives, agents, successors and assigns (Darrell Ebbert, together with his heirs, executors, administrators, representatives, agents, successors and assigns shall be collectively referred to herein as “Executive” or “Ebbert”), on the other. Intermex LLC and Intermex Holdings shall collectively be referred to herein as “Intermex” or the “Employer”. Intermex LLC, Intermex Holdings and Interwire shall be collectively referred to herein as the “Company”. Each of Ebbert, Interwire, Intermex Holdings or Intermex LLC may hereinafter be referred to as a “Party” or, collectively, the “Parties.”
INTERNATIONAL MONEY EXPRESS, INC. 2020 OMNIBUS EQUITY COMPENSATION PLAN RSU AGREEMENT [EMPLOYEE VERSION]Rsu Agreement • March 15th, 2021 • International Money Express, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (this “Agreement”), dated ____________________, 20___ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and ____________ (the “Grantee”), is made pursuant and subject to the provisions of the Company’s 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein but not defined herein shall have the meaning set forth in the Plan.
SHAREHOLDERS AGREEMENTShareholders Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
This Shareholders Agreement (this “Agreement”) is made as of July 26, 2018, by and among International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the “Company”), certain former direct or indirect stockholders of Intermex Holdings II, Inc. identified on the signature pages hereto as Intermex Holders (the “Intermex Holders”), SPC Intermex Representative LLC, solely in its capacity as the Intermex Representative (the “Intermex Representative”), and the other individuals and entities signatory hereto identified on the signature pages hereto as Founding Shareholders (the “Founding Shareholders”) (each party to this Agreement is referred to singly as a “Voting Party” and collectively as the “Voting Parties”).
OMNIBUS EQUITY COMPENSATION PLAN RSU AGREEMENTOmnibus Equity Compensation Plan • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (this “Agreement”), dated ____________________, 2018 _______ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and ____________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2018 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
FinTech Acquisition Corp. II Philadelphia, PA 19104-2870 Attention: James McEntee Dated: January 19, 2017Fintech Acquisition Corp. II • January 25th, 2017 • Blank checks • New York
FinTech Investor Holdings II, LLC (“Lender”) hereby agrees to make to FinTech Acquisition Corp. II (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
INTERNATIONAL MONEY EXPRESS, INC. 2018 OMNIBUS EQUITY COMPENSATION PLAN STOCK AWARD AGREEMENTStock Award Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT, dated __________________, 20 ___ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and __________________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
INTERNATIONAL MONEY EXPRESS, INC. 2020 OMNIBUS EQUITY COMPENSATION PLAN RSU AGREEMENT NON-EMPLOYEE DIRECTOR VERSIONRsu Agreement • August 6th, 2020 • International Money Express, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (this “Agreement”), dated ____________________, 2020 _______ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and ____________ (“Grantee”), is made pursuant and subject to the provisions of the Company’s 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
REGISTRATION RIGHTS AGREEMENT WAIVERRegistration Rights Agreement Waiver • August 23rd, 2019 • International Money Express, Inc. • Services-business services, nec
This Registration Rights Agreement Waiver (this “Waiver”) is made and entered into effective as of August 23, 2019, by and among FinTech Investor Holdings II, LLC (“Sponsor”), International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the “Company”) and SPC Intermex, LP (“SPC”).
INTERNATIONAL MONEY EXPRESS, INC. 2018 OMNIBUS EQUITY COMPENSATION PLAN STOCK AWARD AGREEMENTStock Award Agreement • March 27th, 2018 • Fintech Acquisition Corp. II • Blank checks • Delaware
THIS AGREEMENT, dated , 20 (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”), and (“Grantee”), is made pursuant and subject to the provisions of the Company’s Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
International Money Express, Inc. 2018 Omnibus Equity Compensation PlanIncentive Stock Option Agreement • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between International Money Express, Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”).
AGREEMENT AND PLAN OF MERGER by and among FINTECH ACQUISITION CORP. II, FINTECH II MERGER SUB INC., FINTECH II MERGER SUB 2 LLC, INTERMEX HOLDINGS II, INC. and SPC INTERMEX REPRESENTATIVE LLC Dated as of December 19, 2017Agreement and Plan of Merger • September 28th, 2018 • International Money Express, Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of December 19, 2017, among FINTECH ACQUISITION CORP. II, a Delaware corporation (“Parent”), FINTECH II MERGER SUB INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), FINTECH II MERGER SUB 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2,” together with Merger Sub 1, the “Merger Subs” and each, a “Merger Sub”), INTERMEX HOLDINGS II, INC., a Delaware corporation (“Intermex” or the “Company”), and SPC Intermex Representative LLC, a Delaware limited liability company (the “Stockholder Representative”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • International Money Express, Inc. • Services-business services, nec • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amended & Restated Agreement”) dated as of October 1st, 2023 (the “Effective Date”), between INTERNATIONAL MONEY EXPRESS, INC., a Delaware corporation (“Employer” or “Company”), and RANDALL NILSEN, a Florida resident (“Executive” or “Mr. Nilsen”).
SHAREHOLDERS AGREEMENT WAIVERShareholders Agreement Waiver • November 6th, 2020 • International Money Express, Inc. • Services-business services, nec • Delaware
This Shareholders Agreement Waiver (this “Waiver”) is entered into as of October 5, 2020 (the “Waiver Effective Date”) by and among International Money Express, Inc. (the “Company”), FinTech Investor Holdings II, LLC (the “Sponsor”), and SPC Intermex Representative LLC (“Intermex Representative”).
INCREASE JOINDER NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 30th, 2019 • International Money Express, Inc. • Services-business services, nec • New York
INCREASE JOINDER NO. 1, dated as of March 25, 2019 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2018 (as amended by Amendment No. 1, dated as of December 7, 2017 and as may be further amended, restated, supplemented or otherwise modified prior to the date hereof), among Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolver Borrower”), Intermex Holdings, Inc. (the “Term Borrower”), International Money Express, Inc., a Delaware corporation (“Holdings”), International Money Express Sub 2, LLC, a Delaware limited liability company (“Intermediate Holdings”), each Guarantor from time to time party thereto, KeyBank National Association, as Administrative Agent and L/C Issuer and each lender from time to time party thereto (the “Credit Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2017 • Fintech Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2017, is made and entered into by and among each of FinTech Acquisition Corp. II, a Delaware corporation (the “Company”), FinTech Investor Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald Co., a New York general partnership (“Cantor”) and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
