New York County Uses in Resignation Clause

Resignation from Form of Stock Escrow Agreement

This STOCK ESCROW AGREEMENT, dated as of , 2008 (the Agreement) is entered into by and among FinTech Acquisition Corp., a Delaware corporation (Company), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the Initial Stockholders) and American Stock Transfer & Trust Company, a New York corporation (Escrow Agent).

Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Securities held hereunder to a successor escrow agent appointed by the Company. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with a State or Federal court located in New York County, New York, provided the Escrow Agent provides notice of such deposit to the Company and the Initial Stockholders in accordance with Section 6.7 hereof.

Resignation from Form of Stock Escrow Agreement

This STOCK ESCROW AGREEMENT, dated as of , 2008 (the Agreement) is entered into by and among RAI Acquisition Corp., a Delaware corporation (Company), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the Initial Stockholders) and American Stock Transfer & Trust Company, a New York corporation (Escrow Agent).

Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Securities held hereunder to a successor escrow agent appointed by the Company. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with a State or Federal court located in New York County, New York, provided the Escrow Agent provides notice of such deposit to the Company and the Initial Stockholders in accordance with Section 6.7 hereof.

Resignation from Stock Escrow Agreement

This STOCK ESCROW AGREEMENT, dated as of , 2007 (the Agreement) is entered into by and among Dekania Corp., a Delaware corporation (Company), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the Initial Stockholders) and American Stock Transfer & Trust Company, a New York corporation (Escrow Agent).

Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Shares held hereunder to a successor escrow agent appointed by the Company, which appointment shall be subject to the prior written approval of Merrill Lynch and Maxim, such approval not to be unreasonably withheld, conditioned or delayed. Any successor escrow agent appointed by the Company shall be a nationally recognized stock transfer agent or commercial bank. If Merrill Lynch and Maxim have not approved or notified the Company of their disapproval of such qualified successor escrow agent (stating the reasons for such disapproval) within 30 days of written notification from the Company of its appointment of such successor escrow agent, the Companys appointment of such successor escrow agent shall be deemed approved by Merrill Lynch and Maxim. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with a State or Federal court located in New York County, New York.

Resignation from Stock Escrow Agreement

This STOCK ESCROW AGREEMENT, dated as of , 2006 (the Agreement) is entered into by and among Dekania Corp., a Delaware corporation (Company), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the Initial Stockholders) and American Stock Transfer & Trust Company, a New York corporation (Escrow Agent).

Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Shares held hereunder to a successor escrow agent appointed by the Company, which appointment shall be subject to the prior written approval of Merrill Lynch and Maxim, such approval not to be unreasonably withheld, conditioned or delayed. Any successor escrow agent appointed by the Company shall be a nationally recognized stock transfer agent or commercial bank. If Merrill Lynch and Maxim have not approved or notified the Company of their disapproval of such qualified successor escrow agent (stating the reasons for such disapproval) within 30 days of written notification from the Company of its appointment of such successor escrow agent, the Companys appointment of such successor escrow agent shall be deemed approved by Merrill Lynch and Maxim. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with a State or Federal court located in New York County, New York.