UNDERWRITING AGREEMENT between FINTECH ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: November 15, 2018 FINTECH ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
The undersigned, FinTech Acquisition Corp. III, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • November 2nd, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2018, is by and between FinTech Acquisition Corp. III, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2018 • Fintech Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2018, by and between FINTECH ACQUISITION CORP. III, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 15, 2018 by and between FinTech Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 9th day of November 2018, by and between FinTech Acquisition Corp. III, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
WARRANT AGREEMENTWarrant Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 15, 2018, is by and between FinTech Acquisition Corp. III, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 20 , is made and entered into by and among each of FinTech Acquisition Corp. III, a Delaware corporation (the “Company”), FinTech Investor Holdings III, LLC, a Delaware limited liability company, FinTech Masala Advisors, LLC, a Delaware limited liability company, and 3FIII, LLC, a Delaware limited liability company (collectively, 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”).
November 15, 2018Letter Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • 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. III, 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 34,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole 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 Commi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2018, is made and entered into by and among each of FinTech Acquisition Corp. III, a Delaware corporation (the “Company”), FinTech Investor Holdings III, LLC, a Delaware limited liability company, FinTech Masala Advisors, LLC, a Delaware limited liability company, and 3FIII, LLC, a Delaware limited liability company (collectively, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 15th day of November 2018, by and between FinTech Acquisition Corp. III, 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.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2020 • Fintech Acquisition Corp. III • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [----------], 2020, by and among FinTech Acquisition Corp. III, a Delaware corporation (the “Issuer”), the subscriber party set forth on the signature page hereto (“Subscriber”) and FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (“Holdings”).
November 12, 2018Fintech Acquisition Corp. III • November 13th, 2018 • Blank checks • New York
This Agreement (this “Agreement”) will confirm the basis upon which FinTech Acquisition Corp. III (the “Company”) has engaged Deutsche Bank Securities Inc. (“Deutsche Bank”) to provide capital markets advisory and related services in connection with the Company’s initial public offering of units (“IPO”) and any potential business combination (“Business Combination”) as contemplated by the registration statement in connection with the IPO (the “Engagement”).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • May 14th, 2019 • Fintech Acquisition Corp. III • Blank checks
This Amendment No. 1 to the Letter Agreement (this “Amendment”), entered into as of May 13, 2019, is by and among FinTech Acquisition Corp. III (the “Company”) and the security holders, officers and directors of the Company that are signatories hereto.
FINTECH ACQUISITION CORP. IIILetter Agreement • November 2nd, 2018 • Fintech Acquisition Corp. III • Blank checks • Pennsylvania
FINTECH ACQUISITION CORP. IIILetter Agreement • November 21st, 2018 • Fintech Acquisition Corp. III • Blank checks • Pennsylvania
This letter agreement by and between FinTech Acquisition Corp. III (the “Company”) and Cohen Sponsor Interests II, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 3rd, 2020 • Fintech Acquisition Corp. III • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Support Agreement”) is dated as of August 3, 2020, by and among the Persons set forth on Schedule I hereto (each, a “Sponsor” and, together with the Key Sponsors, the “Sponsors”), FinTech Acquisition Corp. III, a Delaware corporation (“Acquiror”), GTCR-Ultra Holdings II, LLC, a Delaware limited liability company (the “Company”), FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (“Holdings”) and GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Seller”), Daniel Cohen and Betsy Cohen, either directly or through one or more immediate family members or one or more affiliated family trusts (the “Key Sponsors”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
