Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 1.4.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 225,000 200,000 of which are subject to redemptionforfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 225,000 200,000 of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 The 1.4.1 In connection with the Company’s organization, the Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement Xxxxx Xxx Holding Limited (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 1,504,688 shares of Common Stock (the “Insider Founder Shares”) (up to 225,000 192,188 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider Stockholders. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect or earlier, in each case, if, subsequent to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting consummates a transaction which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities property or (2) involving consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityteam. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Insider SharesStockholders will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and including the purchase of the Placement Units (as defined below) by the Sponsor.

Private Placements. 1.3.1 The 1.4.1 In August 2018, the Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement Pivotal Acquisition Holdings LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Insider Founder Shares”) (up to 225,000 750,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) ), in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors in December 2018 and transferred 100,000 Founder Shares to the Company’s chief financial officer in December 2018, in each case at the same per-share purchase price paid by the Sponsor. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Sponsor until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect subsequent to 20% the consummation of such Insider Sharesa Business Combination, (x) when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; or (iiiy) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination date on which the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityproperty. The Insider Shareholders holders of Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders holders of Founder Shares shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Private Placements. 1.3.1 The 1.4.1 In March 2019, the Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement Pivotal Investment Holdings II LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Insider Founder Shares”) (up to 225,000 750,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) ), in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors in April and June 2019 and transferred 100,000 Founder Shares to the Company’s chief financial officer in April 2019, in each case at the same per-share purchase price paid by the Sponsor. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Sponsor until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect subsequent to 20% the consummation of such Insider Sharesa Business Combination, (x) when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; or (iiiy) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination date on which the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityproperty. The Insider Shareholders holders of Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders holders of Founder Shares shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Private Placements. 1.3.1 The 1.4.1 In September 2017, the Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement Mxxxxxx Capital Acquisition Holdings LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Insider Founder Shares”) (up to 225,000 750,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Sponsor until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect subsequent to 20% the consummation of such Insider Sharesa Business Combination, (x) when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; or (iiiy) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination date on which the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityproperty. The Insider Shareholders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Sponsor shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Private Placements. 1.3.1 The 1.3.1. On March [xx], 2008, the Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 1,035,000 (the “Insider Shares”) (up to 225,000 of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; , (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 12 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 14.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iviii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 16.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; and (viii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 20.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityCombination. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption conversion rights with respect to the Insider Shares.Shares Xxxxx & Company Securities, LLC ___________, 2009

Private Placements. 1.3.1 1.4.1 The Company issued to certain persons Xxxxxx X. Xxxxx (“Xxxxx”), Xxxxx X. Xxxxx, DGC Family FinTech Trust, Xxxxx Xxxxxxxxxxx, Xxxxx X. XxXxxxx, III and entities referenced in Part IIFinTech Investor Holdings, Item 7 of the Registration Statement LLC (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,00025,250, 1,725,000 Ordinary Shares 3,933,333 shares of Common Stock (the “Insider Shares”) (up to 225,000 500,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such the Insider Shares, upon the consummation of the Business Combination; , (ii) with respect to 20% of such the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iii) with respect to 20% of the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iv) with respect to 20% of the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , and (v) with respect to the remaining 20% of the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect Combination, or earlier in any case, if, subsequent to 100% of the Insider Shares, immediately if following the Business Combination Combination, the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2i) involving a consolidation, merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team team, and in which the Company is the surviving entityentity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares for cash or other securities. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 500,000 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and after giving effect to the purchase of the Placement Units (as defined below).

Private Placements. 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 2,453,333 ordinary shares (the “Insider Shares”) (up to 225,000 320,000 of which are subject to redemption, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 11.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 12.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 14.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; and (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 15.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityCombination. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 1.4.1 The Company issued to certain persons and entities referenced in Part IIQuinpario Partners I, Item 7 of the Registration Statement LLC (collectively, the “Insider ShareholdersStockholder”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 6,208,333 shares of Common Stock (the “Insider Shares”) (up to 225,000 750,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Over­allotment Option is not exercised in full, and up to 75,000 of which are subject to forfeiture in the event that the Extension Units (as defined below) are not purchased (or 37,500 shares per Extension (as defined below))) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholder until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholder shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholder shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 The 1.4.1 In connection with the Company’s organization, the Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement its initial stockholder (collectively, the “Insider ShareholdersInitial Stockholder”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 2,875,000 shares of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). From June 23, 2014 through the date hereof, the Initial Stockholder transferred shares (the “Insider Share Transfers”) purchased in the Insider Private Placement, in various amounts and to various stockholders (together with the Initial Stockholder, the “Insider Stockholders”), as memorialized in an agreement entered into by and among the Insider Stockholders, Xxxxxxxx Xxxxxx LLP (“Graubard”) and the Company (the “Share Transfer Agreement”). On November 7, 2014, the Company effected a stock dividend of approximately 0.05 shares of Common Stock for each outstanding share of Common Stock (together with the Insider Private Placement and the Insider Share Transfers, “Insider Stockholder Issuances”). The Insider Stockholder Issuances resulted in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 2050% of such Insider Shares, upon the earlier of one year after the date of consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when Combination and the date on which the closing price of the Company’s Ordinary Shares Common Stock equals or exceeds $12.00 12.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day pay period following the consummation of the Business Combination and (viii) with respect to 100the remaining 50% of the such Insider Shares, immediately if following one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) purchased by the Insider Stockholders and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket).

Private Placements. 1.3.1 1.4.1 The Company issued to certain persons and entities referenced in Part IIQuinpario Partners I, Item 7 of the Registration Statement LLC (collectively, the “Insider ShareholdersStockholder”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 6,208,333 shares of Common Stock (the “Insider Shares”) (up to 225,000 750,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full, and up to 75,000 of which are subject to forfeiture in the event that the Extension Units (as defined below) are not purchased (or 37,500 shares per Extension (as defined below))) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholder until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholder shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholder shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares.

Private Placements. 1.3.1 1.4.1 The Company issued to certain persons Xxxxxx X. Xxxxx (“Xxxxx”), Xxxxx X. Xxxxx, DGC Family FinTech Trust, Swarthmore Trust of 2016, Xxxxxx Xxxxxx, III, Xxxxx Xxxxx and entities referenced in Part FinTech Investor Holdings II, Item 7 of the Registration Statement LLC (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,00028,310.79, 1,725,000 Ordinary Shares an aggregate of 6,000,000 shares of Common Stock (the “Insider Shares”) (up to 225,000 760,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement placements (collectively, the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such the Insider Shares, upon the consummation of the Business Combination; , (ii) with respect to 20% of such the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iii) with respect to 20% of the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iv) with respect to 20% of the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , and (v) with respect to the remaining 20% of the Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect Combination, or earlier in any case, if, subsequent to 100% of the Insider Shares, immediately if following the Business Combination Combination, the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2i) involving a consolidation, merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team team, and in which the Company is the surviving entityentity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares for cash or other securities. Notwithstanding the foregoing, the Insider Stockholders may transfer, assign or sell their Insider Shares with the Company’s consent, in connection with the consummation of the Business Combination, to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 760,000 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and after giving effect to the purchase of the Placement Units (as defined below).

Private Placements. 1.3.1 1.4.1 The Company issued to certain persons and entities referenced in Part II, Item 7 members of the Registration Statement Company’s management team or their affiliates (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 3,916,667 shares of Common Stock (the “Insider Shares”) (up to 225,000 500,000 of which are subject to redemption, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon the consummation of the Business Combination; , (ii) with respect to 20% of such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iii) with respect to 20% of the such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iv) with respect to 20% of the such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , and (v) with respect to the remaining 20% of the such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect Combination, in each case, if, subsequent to 100% of the Insider Shares, immediately if following the Business Combination Combination, the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2i) involving a consolidation, merger or other similar transaction resulting in a change in the majority of the Company’s board of directors or management team team, and in which the Company is the surviving entityentity or, (ii) resulting in stockholders having the right to exchange their shares for cash or other securities. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 500,000 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and after giving effect to the purchase of the Placement Units (as defined below) but excluding any shares purchased by the Insider Stockholders in the Offering or the aftermarket).

Private Placements. 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,725,000 Ordinary Shares 3,066,667 ordinary shares (the “Insider Shares”) (up to 225,000 400,000 of which are subject to redemption, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 11.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 12.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 14.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; and (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 15.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entityCombination. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares.