UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number of Class of Securities)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) Based on 13,733,333 shares of common stock issued and outstanding as of March 11, 2016.

 

2

 

 

(2) Based on 13,733,333 shares of common stock issued and outstanding as of March 11, 2016.

 

3

 

 

(3) Based on 13,733,333 shares of common stock issued and outstanding as of March 11, 2016.

 

4

 

 

(4) Based on 13,733,333 shares of common stock issued and outstanding as of March 11, 2016.

 

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CUSIP No.  31809H209

SCHEDULE 13D

 

ITEM 1.                SECURITY AND ISSUER

 

This Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of FinTech Acquisition Corp., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 712 Fifth Avenue, 12th Floor, New York, New York 10019.

 

ITEM 2.                IDENTITY AND BACKGROUND

 

The persons filing this Schedule 13D are (i) Wellington Management Group LLP, a Massachusetts limited liability partnership (“WMG”), (ii) Wellington Group Holdings LLP, a Delaware limited liability partnership (“WGH”), (iii) Wellington Investment Advisors Holdings LLP, a Delaware limited liability partnership (“WIAH”) and (iv) Wellington Management Company LLP, a Delaware limited liability partnership (“Wellington Management”).  WMG, WGH, WIAH and Wellington Management are sometimes referred to collectively in this Schedule 13D as the “Reporting Persons.”

 

WMG’s principal business is that of serving as parent holding company, directly or indirectly, for various other holding companies and investment advisers.  WMG is the direct parent of WGH.  Its principal business address is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.

 

WGH’s principal business is that of serving as parent holding company, directly or indirectly, for various other holding companies and investment advisers.  WGH is the direct parent of WIAH.  Its principal business address is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.

 

WIAH’s principal business is that of serving as parent holding company, directly or indirectly, for various other holding companies and investment advisers.  WIAH is the direct parent of Wellington Management.  Its principal business address is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.

 

Wellington Management’s principal business is that of an investment adviser registered under the Investment Advisers Act of 1940, as amended, and its principal business address is 280 Congress Street, Boston, Massachusetts 02210.

 

During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 3 to this Schedule 13D.

 

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CUSIP No.  31809H209

SCHEDULE 13D

 

ITEM 3.                SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

The securities of the Company to which this Statement relates were acquired by investment advisory clients (“Clients”) of Wellington Management, with Wellington Management making the investment decision on behalf of the Clients.  The Clients may be considered to be affiliates of each other and of Wellington Management. Each of the Clients used its own assets to acquire the securities, which in some cases may have included funds borrowed in the ordinary course in margin accounts.  As an investment adviser, Wellington Management may be deemed to beneficially own the shares of the Common Stock that are held by its Clients. WIAH is the direct parent of Wellington Management and, accordingly, may be deemed to beneficially own the securities held by such Clients.  WGH is the direct parent of WIAH and, accordingly, may be deemed to beneficially own the securities held by such Clients. WMG is the direct parent of WGH and, accordingly, may be deemed to beneficially own the securities held by such Clients.

 

In February 2015, in connection with the Company’s initial public offering, a Client acquired 500,000 of the Company’s units (“Units”), each unit consisting of one share of Common Stock and one warrant (each, a “Warrant”) to purchase one share of Common Stock at a purchase price of $10.00 per Unit.  The aggregate amount of funds used to acquire such Units was $5,000,000.  These Units were acquired by the Client in the ordinary course of business for investment purposes.  The Client subsequently sold 410 Units in open market transactions in the ordinary course of business.

 

In February 2015, prior to the Company’s initial public offering, the same Client entered into a Contingent Sale and Assignment of Economic Interest Agreement (the “Contingent Sale Agreement”) with Cohen Sponsor Interests, LLC (“Cohen LLC”) and Daniel G. Cohen (“Cohen”).  Mr. Cohen is the sole member of Cohen LLC.  Mr. Cohen is also the President, Chief Executive Officer and a director of the Company.  Cohen LLC holds membership interests in FinTech Investor Holdings, LLC (the “Sponsor”), which represent interests in shares of Common Stock.  Such shares of Common Stock held by the Sponsor are subject to transfer restrictions (the “Transfer Restrictions”) pursuant to that certain Letter Agreement, dated as of February 12, 2015, by and among the Company, its officers, its directors and certain of its stockholders, including the Sponsor (the “Letter Agreement”). These Transfer Restrictions provide that, subject to certain limited exceptions, such shares are not transferable or salable (i) with respect to 20% of such shares, until consummation of the Company’s initial business combination, (ii) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial business combination, (iii) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial business combination, (iv) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial business combination and (v) with respect to 20% of such shares, when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial business combination or earlier, in any case, if, following a business combination, the Company engages in a subsequent transaction (1) resulting in the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or

 

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CUSIP No.  31809H209

SCHEDULE 13D

 

similar transaction that results in a change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity.

 

Pursuant to the Contingent Sale Agreement, such Client agreed to purchase 100,000 shares of Common Stock (the “Contingent Shares”) from the Cohen LLC, contingent upon the expiration of the Transfer Restrictions (with such shares being acquired in tranches as the applicable Transfer Restrictions lapse).  Cohen LLC also agreed to assign its economic interest in the Contingent Shares to the Client, representing the Cohen LLC’s right to receive dividends and other distributions made by the Sponsor under the Sponsor’s LLC Agreement allocated to such shares represented by Cohen LLC’s interests in the Sponsor.  Until the Contingent Shares are transferred to such Client upon the lapse of the applicable Transfer Restrictions, the Client does not have any voting or investment power with respect to such shares.  The aggregate amount of funds used to acquire, on the contingent basis described above, such shares, as well as the economic interest described above, was $1,474.43. The rights associated with the Contingent Shares were acquired by the Client in the ordinary course of business for investment purposes.

 

On April 4, 2016, the Clients purchased in the open market an aggregate 500,000 shares of Common Stock at a price per share of $10.00.  These transactions were effected on The Nasdaq Stock Market.  The aggregate amount of funds used to acquire such shares of Common Stock was $5,000,000. In addition to investment purposes, these acquisitions were made in support of the Merger (as defined below).

 

ITEM 4.                PURPOSE OF TRANSACTION

 

On March 7, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FinTech Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and FTS Holding Corporation (“FTS”), which provides for the acquisition of FTS by the Company pursuant to the proposed merger of FTS with and into Merger Sub (the “Merger”).

 

In order to enhance the economic returns in connection with the Merger, on April 1, 2016, certain Clients entered into a Stock Purchase Agreement (the “SPA”) with Cohen, in which each such Client stands on the opposite side of a separate contingent buy-sell transaction with Cohen.  Pursuant to the SPA, Cohen agreed that if (i) the Merger is approved by the Company’s stockholders and is consummated, (ii) immediately prior to the effective time of the Merger, such Clients, hold, in the aggregate 500,000 shares of Common Stock, (iii) neither Client redeems any shares of Common Stock in connection with the Merger and (iv) each Client agrees to be subject to the Transfer Restrictions with respect to the Founder Shares (as defined below) subject to the SPA, then concurrent with the closing of the Transaction, Cohen will sell to each Client additional shares of Common Stock (the “Founder Shares”) at a purchase price of $0.0064 per share.  The SPA covers an aggregate of 125,000 Founder Shares for an aggregate purchase price of $800.00. The Company is also a party to the SPA for the sole purpose of (i) agreeing to not respect any transfer of the Founder Shares prior to the termination of the SPA and instructing the transfer agent in that regard and (ii) representing that until the Merger is consummated there are material conditions to the consummation of the Merger.

 

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CUSIP No.  31809H209

SCHEDULE 13D

 

On April 4, 2016, the Clients purchased in the open market an aggregate 500,000 shares of Common Stock at a price per share of $10.00.  These transactions were effected on The Nasdaq Stock Market.  In addition to investment purposes, these acquisitions were made in support of the Merger.

 

The foregoing description of the terms of the SPA and the Contingent Sale Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the SPA and the Contingent Sale Agreement, copies of which is are filed as Exhibit 1 and Exhibit 2 hereto, respectively, and are incorporated herein by reference.

 

Each Reporting Person expressly disclaims “beneficial ownership” of any Founder Shares or Contingent Shares as of the date hereof.  In addition, none of the Reporting Persons is a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, with Cohen, Cohen LLC or any other person.

 

Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in the Company’s securities, or to change its intention with respect to any or all of the matters referred to in this Item 4.

 

Other than as described above in this Item 4, no Reporting Person has any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

 

ITEM 5.                                                INTEREST IN SECURITIES OF THE ISSUER

 

(a) and (b)

 

(i)                                     As of the date hereof, Wellington Management, in its capacity as investment adviser, may be deemed to be the beneficial owner of 999,590 shares of Common Stock held by Clients.  Such shares represent 7.28% of the issued and outstanding shares of Common Stock of the Company as of March 11, 2016.

 

(ii)                                  As of the date hereof, WIAH, as the direct parent of Wellington Management, may be deemed to be the beneficial owner of 999,590 shares of Common Stock held by Clients of Wellington Management.  Such shares represent 7.28% of the issued and outstanding shares of Common Stock of the Company as of March 11, 2016.

 

(iii)                               As of the date hereof, WGH, as the direct parent of WIAH, may be deemed to be the beneficial owner of 999,590 shares of Common Stock held by Clients of Wellington Management.  Such shares represent 7.28% of the issued and outstanding shares of Common Stock of the Company as of March 11, 2016.

 

(iv)                              As of the date hereof, WMG, as the direct parent of WGH, may be deemed to be the beneficial owner of 999,590 shares of Common Stock held by Clients of

 

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CUSIP No.  31809H209

SCHEDULE 13D

 

Wellington Management.  Such shares represent 7.28% of the issued and outstanding shares of Common Stock of the Company as of March 11, 2016.

 

Each Reporting Person has shared power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

 

In addition, the Clients hold Warrants to acquire 499,590 shares of Common Stock at a price per share of $12.00 that are not currently exercisable.  The Warrants will become exercisable 30 days after the consummation of the Company’s initial business combination, and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption of Common Stock or liquidation.

 

(c)                                            Other than as set forth in Item 4, no transactions were effected by the Reporting Persons during the 60 day period immediately preceding April 4, 2016.

 

(d)                                           The Clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Common Stock.  No Client is known by the Reporting Persons to have such right or power with respect to more than five percent of this class of securities.

 

(e)                                            Not applicable.

 

ITEM 6.                                                CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

 

Except as otherwise expressly described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among any of the Reporting Persons and any person or entity.

 

ITEM 7.                                                MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit No.		Description
Exhibit 1		Stock Purchase Agreement, dated April 1, 2016, by and among the Company, Cohen, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P.
Exhibit 2		Contingent Sale and Assignment of Economic Interest Agreement, dated February 12, 2015, by and among the Cohen LLC, Cohen and Ithan Creek Master Investors (Cayman) L.P.
Exhibit 3		Joint Filing Agreement, dated April 7, 2016.

 

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CUSIP No.  31809H209

SCHEDULE 13D

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 7, 2016
	WELLINGTON MANAGEMENT GROUP LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person
	WELLINGTON GROUP HOLDINGS LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person
	WELLINGTON INVESTMENT ADVISORS HOLDINGS LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person
	WELLINGTON MANAGEMENT COMPANY LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person

 

11

Exhibit 1

 

STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this “Agreement”) is entered as of April 1, 2016 by and among Daniel G. Cohen (“Cohen”), Bay Pond Partners, L.P. (“Bay Pond Partners”) and Bay Pond Investors (Bermuda) L.P (“Bay Pond Investors” and, together with Bay Pond Partners, the “Investors”), and, solely with respect to Section 1.4, Section 12 and Section 13, FinTech Acquisition Corp. (the “Company”).

 

RECITALS

 

WHEREAS,  the Company and FTS Holding Corporation (“Seller”) have entered into an agreement and plan of merger, dated as of March 7, 2016 (the “Merger Agreement”), whereby the Company will acquire Seller through the merger of Seller with and into a wholly owned subsidiary of the Company (the “Merger”);

 

WHEREAS, pursuant to certain provisions in the Company’s Amended and Restated Certificate of Incorporation, a holder of public shares may demand that the Company redeem such public shares in connection with the Merger for the right to receive his or her pro rata share of the amounts held in the trust account established in connection with the Company’s initial public offering (“Redemption Rights”);

 

WHEREAS, Cohen holds shares of common stock (“Common Stock”) of the Company and desires to sell to each Investor, and each Investor, severally and not jointly, desires to purchase from Cohen, that number of shares of Common Stock set forth opposite such Investor’s name on Exhibit A (which aggregate number of shares for all Investors together shall be 125,000 shares of Common Stock (the “Shares”)), pursuant to the terms set forth herein; and

 

WHEREAS, the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are subject to certain restrictions, including restrictions on transfer (the “Transfer Restrictions”), under that certain Letter Agreement, dated February 12, 2015 (the “Letter Agreement”), by and among the Company, its officers, its directors, FinTech Investor Holdings, LLC (the “Sponsor”) and certain other stockholders of the Company.

 

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Investor and Cohen hereby agree as follows:

 

1.              Terms of Sale and Purchase.

 

1.1.         Sale and Purchase. Upon the terms and subject to the conditions of this Agreement, Cohen hereby agrees that if (i) neither Investor exercises its Redemption Rights in connection with the Merger, (ii) immediately prior to the effective time of the Merger, Investors hold, in the aggregate, at least 500,000 shares of Common Stock (other than the acquisition of the Shares contemplated hereunder), (iii) the Merger is approved by the Company’s stockholders and consummated, and (iv) each Investor agrees in writing to be bound by  Sections 3(b), (d), (e), (f) and (g) and Sections 16 through 21 of the Letter Agreement solely with respect to the Shares by signing the Joinder attached hereto as Exhibit B (the “Joinder”), then Cohen will, at the closing of the Merger (“Closing”),

 

 

sell to each Investor (the “Transfer”) that number of shares of Common Stock set forth opposite such Investor’s name on Exhibit A  at a per share price equal to $0.0064 .  With respect to each Investor, the aggregate amount to be paid for the Shares purchased by it hereunder shall be the amount set forth opposite such Investor’s name on Exhibit A (such Investor’s “Purchase Price”).

 

1.2.         Delivery of Shares; Consideration.  At Closing, (i) Cohen shall deliver the Shares to Investors via electronic delivery through the Company’s transfer agent and (ii) upon receipt thereof, each Investor shall pay to Cohen an amount equal to such Investor’s Purchase Price.  Each Investor shall deliver its Purchase Price to Cohen in immediately available funds by wire transfer.

 

1.3.         Assignment of Registration Rights.  Concurrent with the Transfer, Cohen hereby assigns all of its rights, duties and obligations with respect to the Shares under that certain Registration Rights Agreement, dated February 12, 2015, by and among the Company, Cantor Fitzgerald & Co. and certain other stockholders of the Company (the “Registration Rights Agreement”) and hereby represents and confirms to each Investor that, upon such Investor’s receipt of such Shares and execution of the Joinder, (i) each Investor shall be a “Holder” under the Registration Rights Agreement and (ii) the Shares shall be “Registrable Securities” under the Registration Rights Agreement.  Cohen shall provide written notice to the Company of such assignment in accordance with Section 5.2.5 of the Registration Rights Agreement.  Each Investor shall provide to the Company a written agreement in accordance with Section 5.2.5 of the Registration Rights Agreement (which shall be satisfied by the execution of the Joinder) agreeing to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Shares (upon acquisition thereof) as “Registrable Securities” thereunder.

 

1.4.         Restrictions on Transfer; Joinder.  Cohen shall not transfer or assign any interest in the Shares prior to the termination of this Agreement (other than in accordance with this Agreement).   The Company shall not respect any transfer of the Shares prior to the termination of this Agreement (other than in accordance with this Agreement).  Promptly following execution of this Agreement (but no later than the date hereof), the Company and Cohen shall deliver to Continental Stock Transfer & Trust Company, LLC, the Company’s transfer agent, a letter instructing the transfer agent that the Shares are subject to transfer restrictions pursuant to this Agreement and to place appropriate stop transfer restrictions on the Shares, and that any transfer of the Shares must be made in accordance with this Agreement. In addition, the Company shall promptly countersign the Joinder after the Investors have signed the Joinder.

 

1.5.         Adjustment to Share Amounts.  If at any time the number of outstanding shares of Common Stock is increased or decreased by a consolidation, combination, stock split, reverse stock split or reclassification of Common Stock or other similar event, then, as of the effective date of such consolidation, combination, stock split, reverse stock split, reclassification or similar event, any number of shares of Common Stock referenced in

 

 

this Agreement shall be adjusted in proportion to such increase or decrease in outstanding shares of Common Stock.

 

1.6.         Other Documents. The parties to this Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

 

1.7.         Termination.  This Agreement and each of the obligations of the undersigned parties shall terminate on earlier of (a) the termination of the Merger Agreement or (b) Closing of the Merger and the transfer of the Shares.

 

2.              Representations and Warranties of Investor.  Each Investor represents and warrants to, and agrees with, the Company that:

 

2.1.         No Government Recommendation or Approval.  Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the offering of the Shares.

 

2.2.         Accredited Investor.  Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

 

2.3.         Intent.  Investor is purchasing the Shares solely for investment purposes, for such Investor’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof and Investor has no present arrangement to sell the Shares to or through any person or entity except as may be permitted hereunder.

 

2.4.         Restrictions on Transfer.

 

2.4.1.            Investor acknowledges and agrees that, prior to their transfer hereunder, the Shares are subject to the Transfer Restrictions and certain other restrictions as set forth in the Letter Agreement.

 

2.4.2.            Investor acknowledges and understands the Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future Investor decides to offer, resell, pledge or otherwise transfer Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction.  Investor agrees that, if any transfer of its Shares or any interest

 

 

therein is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to the Company an opinion of counsel satisfactory to the Company that registration is not required with respect to the Shares to be transferred. Absent registration or another available exemption from registration, Investor agrees it will not transfer the Shares.

 

2.5.                Sophisticated Investor.  Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Shares.

 

2.6.                Risk of Loss.  Investor is aware that an investment in the Shares is highly speculative and subject to substantial risks.  Investor is cognizant of and understands the risks related to the purchase of the Shares, including those restrictions described or provided for in this Agreement and the applicable provisions of the Letter Agreement pertaining to transferability.  Investor is able to bear the economic risk of its investment in the Shares for an indefinite period of time and able to sustain a complete loss of such investment.

 

2.7.                Independent Investigation.  Investor, in making the decision to purchase the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from Cohen or any other representatives or agents of Cohen, other than as set forth in this Agreement. Investor is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s management concerning the Company and the terms and conditions of the proposed sale of the Shares and has had full access to such other information concerning the Company as Investor has requested. Investor confirms that all documents that it has requested have been made available and that Investor has been supplied with all of the additional information concerning this investment which Investor has requested.

 

2.8.                Organization and Authority.  Investor is duly organized and existing under the laws of the jurisdiction in which it was organized and it possesses all requisite power and authority to purchase the Shares, enter into this Agreement and perform all the obligations required to be performed by Investor hereunder.

 

2.9.                Authority. This Agreement has been validly authorized, executed and delivered by Investor and (assuming due authorization, execution and delivery by Cohen and the Company) is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

 

 

2.10.         No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or any order, judgment or decree to which Investor is subject.

 

2.11.         No Legal Advice from Cohen.  Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Letter Agreement with Investor’s own legal counsel and investment and tax advisors.  Except for any statements or representations of Cohen  made in this Agreement, Investor is relying solely on such counsel and advisors and not on any statements or representations of Cohen or any of his representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

 

2.12.         Reliance on Representations and Warranties.  Investor understands the Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that Cohen is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

 

2.13.         No General Solicitation.  Investor is not subscribing for the Shares as a result of or subsequent to any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio.

 

2.14.         Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the purchase of the Shares nor is Investor entitled to or will accept any such fee or commission.

 

2.15.         Other Information.  Investor acknowledges and understands that (i) Cohen may possess material nonpublic information regarding the Company not known to Investor that may impact the value of the Shares, including, without limitation, (x) information received by Cohen in his capacities as a director, officer and significant stockholder of the Company, (y) information otherwise received from the Company on a confidential basis, and (z) information received on a privileged basis from the attorneys and financial advisers representing the Company, (collectively, the “Information”), and (ii) Cohen  is unable to disclose the Information to Investor. Investor understands, based on its experience, the disadvantage to which it is subject due to the disparity of information between Cohen and Investor. Notwithstanding such disparity, Investor has deemed it appropriate to consummate the Transfer.  Investor agrees that Cohen shall have no liability to it whatsoever due to or in connection with Cohen’s use or non-disclosure of the Information or otherwise as a result of the Transfer, and Investor hereby irrevocably

 

 

waives any claim that it might have based on the failure of Cohen to disclose the Information.

 

3.              Representations and Warranties of Cohen.  Cohen represents and warrants to, and agrees with, each Investor that:

 

3.1.         Authorization. This Agreement has been duly executed and delivered by Cohen and (assuming due authorization, execution and delivery by each Investor) constitutes Cohen’s legal, valid and binding obligation, enforceable against Cohen in accordance with its terms.

 

3.2.         Title to Securities.  The Shares as of the date hereof are, and immediately prior to the transfer to Investors will be, owned of record and beneficially by Cohen, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind, other than restrictions pursuant to applicable sections of the Letter Agreement and the Voting Agreement dated March 7, 2016 between Cohen, the Company and the other parties signatory thereto.   The Shares, when transferred to the Investors as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions under applicable securities laws and applicable restrictions under the Letter Agreement to the extent set forth in the Joinder).

 

3.3.         No Conflicts.  The execution, delivery and performance of this Agreement and the consummation by Cohen of the transactions contemplated hereby do not (i) conflict with, or constitute a default under any agreement or instrument to which Cohen is a party or by which it is bound or (ii) violate any law statute, rule or regulation to which Cohen is subject or any order, judgment or decree to which Cohen is subject. Other than any SEC or state securities filings which may be required to be made by Cohen subsequent to the transfer of Shares, and any registration statement which may be filed pursuant thereto, Cohen is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or transfer the Shares in accordance with the terms hereof.

 

3.4.         No General Solicitation.  Cohen has not offered the Shares by means of any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio.

 

3.5.         Sophisticated Investor.  Cohen is sophisticated in financial matters and able to evaluate the risks and benefits of selling the Shares.

 

 

3.6.         Independent Investigation.  Cohen, in making the decision to sell the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Investors or any other representatives or agents of the Investors, other than as set forth in this Agreement. Cohen is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s management concerning the Company and the terms and conditions of the proposed sale of the Shares and has had full access to such other information concerning the Company as Cohen has requested. Cohen confirms that all documents that it has requested have been made available and that Cohen has been supplied with all of the additional information concerning this investment which Cohen has requested.

 

3.7.         Purchase Price.   Cohen acknowledges and understands that the Purchase Price was determined through arms-length negotiations between Cohen and each Investor and may not reflect the current fair market value of the Shares and the Shares may increase in value after the date hereof and that Cohen shall not realize the upside potential with respect to the Shares.

 

3.8.         No Legal Advice from the Investors.  Cohen has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Cohen’s own legal counsel and investment and tax advisors.  Except for any statements or representations of the Investors made in this Agreement, Cohen is relying solely on such counsel and advisors and not on any statements or representations of the Investors or any of their respective representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

 

3.9.         Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Cohen in connection with the sale of the Shares nor is Cohen entitled to or will accept any such fee or commission.

 

3.10.        Reliance on Representations and Warranties.  Cohen understands and acknowledges that the Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Cohen set forth in this Agreement.

 

4.              Governing Law; Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.  With respect to any suit, action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the federal or state courts located in the Borough of Manhattan in New York City, which submission shall be exclusive.

 

 

5.              Assignment; Entire Agreement; Amendment

 

5.1.         Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either Cohen or either Investor to any person that is not an affiliate of such party shall require the prior written consent of the other party.

 

5.2.         Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

 

5.3.         Amendment.  Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

 

5.4.         Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.

 

6.              Notices.  Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other.  Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party.

 

7.              Counterparts.  This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

8.              Survival; Severability

 

8.1.               Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated hereby.

 

 

8.2.               Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

 

9.              Headings.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

10.       No Publicity. Cohen agrees that, other than as required by Cohen or the Company under the Securities Act, the Securities Exchange Act of 1934, as amended, or other applicable laws and regulations, including the rules of any national securities exchange on which the Company’s securities are listed, Cohen will not, without the prior written consent of an Investor, publicly disclose the name of such Investor or any of its affiliates or investment advisors.

 

11.       Non-Circumvention.  Cohen and each Investor each hereby covenant and agree that such party will not, through any reorganization, transfer of assets, transfer of equity interests, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any terms of this Agreement, and will at all times in good faith carry out all of the provisions of this Agreement and take all action as may be required to protect the rights of Cohen and the Investors hereunder.

 

12.       Closing of Merger.  The Company represents and warrants to the Investors that until the Merger is consummated, there are material conditions to the consummation of the Merger.

 

13.       Independent Nature of Rights and Obligations.  The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement.  The decision of each Investor to purchase Shares pursuant to this Agreement has been made by such Investor independently of any other Investor.  Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute the Investors and Cohen as, and the Company and Cohen acknowledge that the Investors and Cohen do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors and Cohen are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Company and Cohen acknowledge that the Investors and Cohen are not acting in concert or as a group, and neither the Company nor Cohen shall assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.  Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.  Each Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined

 

 

as an additional party in any proceeding for such purpose.  It is expressly understood and agreed that each provision contained in this Agreement is between Cohen and an Investor, solely, and not between Cohen and the Investors collectively and not between and among the Investors.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

 

	By:	/s/ Daniel G. Cohen
		Name:  Daniel G. Cohen

 

 

	BAY POND PARTNERS, L.P.
	By:  Wellington Management Company LLP, as investment adviser
	By:	/s/ Emily Babalas
		Name:	Emily Babalas
		Title:	Managing Director and Counsel

 

	BAY POND INVESTORS (BERMUDA) L.P.
	By: Wellington Management Company LLP, as investment adviser

 

	By:	/s/ Emily Babalas
		Name:	Emily Babalas
		Title:	Managing Director and Counsel

 

[Signature Page to Stock Purchase Agreement]

 

 

	FINTECH ACQUISITION CORP.
	By:	/s/ James J. McEntee, III
		Name: James J. McEntee, III
		Title: Chief Financial Officer and Chief Operating Officer

 

 

Exhibit A

 

Investor		Shares Purchased		Consideration
Bay Pond Partners, L.P.		65,210		$	417.34
Bay Pond Investors (Bermuda) L.P.		59,790		$	382.66

 

 

Exhibit B

 

Joinder

 

 

FINTECH ACQUISITION CORP.

 

JOINDER

 

LETTER AGREEMENT

 

REGISTRATION RIGHTS AGREEMENT

 

, 2016

 

Reference is made to that certain Stock Purchase Agreement, dated as of April 1, 2016 (the “Purchase Agreement”), by and among Daniel G. Cohen, Bay Pond Partners, L.P., Bay Pond Investors (Bermuda) Partners L.P. and FinTech Acquisition Corp. (the “Company”) pursuant to which each of the undersigned entities acquired Shares from Daniel G. Cohen.  Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

 

By executing this joinder, each undersigned entity hereby agrees, as of the date first set forth above, that such entity (i) shall become a party to that certain Letter Agreement, dated February 12, 2015 (the “Letter Agreement”), by and among the Company, and FinTech Investor Holdings, LLC, DGC Family FinTech Trust, Betsy Z. Cohen, Daniel G. Cohen, Walter T. Beach, Frank Mastrangelo, James J. McEntee, III, Shami Patel and Alan Joseph Ferraro (the “Initial Stockholders”), solely with respect to Sections 3(b), (d), (e), (f) and (g) and Sections 16 through 21 of the Letter Agreement, and shall be bound by, and entitled to the rights provided under, the terms and provisions of such sections of the Letter Agreement as an Insider (as defined therein) solely with respect to the Shares; and (ii) shall become a party to that certain Registration Rights Agreement, dated February 12, 2015 (the “Registration Rights Agreement”), by and among the Company, the Initial Stockholders and Cantor, Fitzgerald & Co., and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Shares shall be “Registrable Securities” thereunder.

 

 

This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.

 

	Bay Pond Partners, L.P.
	By: Wellington Management Company LLP, as investment adviser
	By:
	Name:
	Title:
	Bay Pond Investors (Bermuda) Partners L.P.
	By:  Wellington Management Company LLP, as investment adviser
	By:
	Name:
	Title:

 

[Joinder to Letter Agreement and Reg Rights Agreement — Bay Pond Entities]

 

 

ACKNOWLEDGED AND AGREED:

 

FINTECH ACQUISITION CORP.
By:
	Name: James J. McEntee, III
	Title: Chief Financial Officer and Chief Operating Officer

 

[Joinder to Letter Agreement and Reg Rights Agreement — Bay Pond Entities]

 

Exhibit 2

 

Execution Version

 

CONTINGENT SALE AND ASSIGNMENT OF ECONOMIC INTEREST

 

This Contingent Sale and Assignment of Economic Interest Agreement (this “Agreement”) is entered as of February 12, 2015 by and among Cohen Sponsor Interests, LLC (the “Company”), Ithan Creek Master Investors (Cayman) L.P. (“Investor”) and Daniel G. Cohen (“Cohen”).

 

RECITALS

 

WHEREAS, the Company holds membership interests (as defined below) in FinTech Investor Holdings, LLC (the “Sponsor”) which represent interests in shares of common stock (“Common Stock”) of FinTech Acquisition Corp. (“FinTech”) (such membership interests are referred to herein as “Founder Share Membership Interests”);

 

WHEREAS, the shares of Common Stock held by the Sponsor are or will be subject to certain restrictions on transfer (the “Transfer Restrictions”) as set forth in Section 4.01(b)(ii) of the Amended and Restated Limited Liability Company Agreement of the Sponsor, dated as of February 4, 2015, as may be amended from time to time (the “Sponsor LLC Agreement”) and Section 3(b) of the Letter Agreement to be entered into by and among FinTech, its officers, its directors, certain of its stockholders and the Sponsor (the “Letter Agreement”), and will be subject to certain other transfer and other restrictions under the Letter Agreement;

 

WHEREAS, the Company desires to sell to Investor, and Investor wishes to purchase 100,000 shares of Common Stock (the “Assigned Shares”), to be transferred to the Investor upon lapse of the applicable Transfer Restrictions;

 

WHEREAS, prior to the transfer of the Assigned Shares to Investor, the Company desires to assign an economic interest in the Assigned Shares to Investor; and

 

WHEREAS, Cohen is the sole member and the managing member of the Company.

 

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Investor, the Company and Cohen hereby agree as follows:

 

1.              Certain Defined Terms.

 

1.1.         “Initial Business Combination” shall mean the initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination between FinTech and one or more businesses.

 

1.2.         “IPO” shall mean the initial public offering of FinTech’s units, each unit consisting of shares of Common Stock and warrants to purchase shares of Common Stock.

 

 

1.3.         “Founder Shares” shall mean the 2,403,333, shares of Common Stock held by the Sponsor as of the date hereof.

 

1.4.         “Lockup Expiration Date” shall mean the date that is 180 days after the effective date of the Underwriting Agreement for IPO.

 

1.5.         “Registration Rights Agreement” shall mean that certain Registration Rights Agreement to be entered into at the closing of the IPO, by and among each of FinTech, the Sponsor, Cantor Fitzgerald & Co. and certain other stockholders of the Company.

 

1.6.         “Restriction Expiration Date” shall mean, with respect to any shares of Common Stock held by the Sponsor, the date on which the Transfer Restrictions no longer apply to such shares of Common Stock.

 

1.7.         “Subsequent Acquisition” shall mean any transaction by FinTech following FinTech’s Initial Business Combination that (1) results in FinTech’s stockholders having the right to exchange their shares for cash or other securities or (2) involves a consolidation, merger or other change in the majority of FinTech’s board of directors or management team in which FinTech is the surviving entity.

 

1.8.         “Underwriter’s Lock Up” shall mean the restrictions set forth in Section 4 of the Letter Agreement.

 

2.              Terms of Sale and Purchase.

 

2.1.         Sale and Purchase. Upon the terms and subject to the conditions of this Agreement, Investor hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Investor an aggregate of 100,000 Founder Shares, and the Company agrees to assign to Investor the Economic Interest (as defined below), for aggregate consideration of $1,474.43 (the “Purchase Price”).

 

2.2.         Consideration.  Investor shall pay to the Company an amount equal to the Purchase Price within three Business Days following the date of this Agreement.  Investor shall deliver the Purchase Price to the Company in immediately available funds by wire transfer.

 

2.3.         Transfer(s) of Common Stock upon Lapse of Transfer Restrictions.  The Company’s obligation to transfer Assigned Shares to Investor is contingent upon the expiration of the Transfer Restrictions with respect to such shares, the expiration of the Underwriter’s Lockup and the delivery by Investor of the Purchase Price in accordance with this Agreement.  The Assigned Shares shall be transferred to Investor as follows:

 

 

2.3.1.                  If any Restriction Expiration Date(s) occur(s) prior to the Lockup Expiration Date, the Company shall, within 15 days following the Lockup Expiration Date, transfer to Investor all of the Company’s right, title and interest in a number of Founder Shares equal to the product of (a) 20,000 multiplied by (b) the number of Restriction Expiration Dates that occurred prior to the Lockup Expiration Date, up to a maximum of 100,000 Founder Shares.

 

2.3.2.                  For any Restriction Expiration Dates occurring subsequent to the Lockup Expiration Date, the Company shall, within 15 days following each applicable Restriction Expiration Date,  transfer to Investor all of the Company’s right, title and interest in 20,000 Founder Shares, until the Company has transferred to Investor pursuant to Sections 2.3.1 and 2.3.2 an aggregate of 100,000 shares of Common Stock.

 

2.3.3.                  Subject to and contingent upon the consummation of a Subsequent Acquisition, within 15 days following the closing date of a Subsequent Acquisition, the Company shall transfer to Investor all of the Company’s right, title and interest in a number of shares of Common Stock equal to 100,000 shares less the aggregate number of shares of Common Stock previously transferred to Investor pursuant to this Agreement.

 

2.3.4.                  Subject to Sections 2.4 and 2.6 hereof, for the avoidance of doubt, in no event shall the aggregate number of shares of Common Stock transferred by the Company to Investor pursuant to this Agreement exceed 100,000 shares.

 

2.4.         Adjustment to Share Amounts.  If at any time the number of outstanding shares of Common Stock is increased or decreased by a consolidation, combination, stock split, reverse stock split or reclassification of Common Stock or other similar event, then, as of the effective date of such consolidation, combination, stock split, reverse stock split, reclassification or similar event, the number of shares of Common Stock to be transferred to the Investor pursuant to this Agreement shall be adjusted in proportion to such increase or decrease in outstanding shares of Common Stock.

 

2.5.         Merger or Reorganization, etc.  If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving FinTech in which the Common Stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of Common Stock, the Company shall transfer, with respect to each share of Common Stock to be transferred hereunder, upon the Company’s receipt thereof, the kind and amount of securities, cash or other property into which a share of Common Stock was converted or exchanged.

 

 

2.6.         Forfeiture in Connection with Initial Business Combination.  If the Sponsor forfeits or transfers Founder Shares held by it pursuant to Section 3.07 of the Sponsor LLC Agreement, and as a result the number of Founder Shares in which the Company has an interest is reduced to less than 100,000 Founder Shares, the maximum aggregate number of Founder Shares to be transferred to Investor pursuant to this Agreement shall be equal to the number of Founder Shares in which the Company holds an interest immediately following the forfeiture pursuant to Section 3.07 of the Sponsor LLC Agreement.

 

2.7.         Other Documents. At the time of each transfer of Assigned Shares hereunder, the Company shall deliver to the Investor original stock certificates evidencing such Assigned Shares, together with a stock power assigning all of the Company’s right, title and interest in and to such Assigned Shares to the Investor (such obligation may also be satisfied by the delivery to the Investor of newly issued stock certificates of FinTech for such Assigned Shares registered in the name of the Investor).  The parties to this Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

 

2.8.         Assignment of Registration Rights.  Concurrently with each transfer of Founder Shares to Investor under this Agreement, the Company shall assign all of its rights, duties and obligations with respect to such transferred Founder Shares under the Registration Rights Agreement and hereby represents and confirms to the Investor that, upon the Investor’s receipt of such Founder Shares, (i) the Investor shall be a “Holder” under the Registration Rights Agreement and (ii) the transferred Founder Shares shall be “Registrable Securities” under the Registration Rights Agreement.  The Company shall provide written notice to FinTech of such assignment in accordance with Section 5.2.5 of the Registration Rights Agreement.  Investor shall provide to FinTech a written agreement in accordance with Section 5.2.5 of the Registration Rights Agreement agreeing to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Shares (upon acquisition thereof) as “Registrable Securities” thereunder.

 

2.9.         Termination.  This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the fulfillment of all obligations of parties hereto or (b) the liquidation or dissolution of FinTech.

 

3.              Assignment of Economic Interest.

 

3.1.         The Company hereby assigns to Investor all of its economic right, title and interest in and to 100,000 Founder Shares represented by Founder Share Membership Interests held by the Company (the “Economic Interest”), subject

 

 

to adjustment as set forth in Sections 3.2 and 3.3.  The Economic Interest represents the Company’s right to receive dividends and other distributions made by the Sponsor pursuant to Section 4.01 of the Sponsor LLC Agreement allocated to 100,000 of the Founder Shares represented by Founder Membership Interests held by the Company.

 

3.2.         The number of Founder Shares underlying the Economic Interest shall initially be 100,000 shares and, effective as of the date of any transfer to Investor pursuant to Section 2.3, the number of Founder Shares underlying the Economic Interest shall be reduced by the number of shares so transferred.  Furthermore, if the Company’s interest in Founder Shares is reduced to less than 100,000 Founder Shares as described in Section 2.6, immediately following such reduction the number of Founder Shares underlying the Economic Interest shall be reduced by an amount equal to 100,000 less the number of Founder Shares in which the Company holds an interest.

 

3.3.         If at any time the number of outstanding shares of Common Stock is increased or decreased by a consolidation, combination, stock split, reverse stock split or reclassification of Common Stock or other similar event, then, as of the effective date of such consolidation, combination, stock split, reverse stock split, reclassification or similar event, the number of shares of Common Stock underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding shares of Common Stock.

 

3.4.         Investor acknowledges and agrees that it is not a member of the Sponsor or the Company, it has no right to vote on matters of the Company or to vote with respect to any Assigned Shares, and it has no right to vote Founder Shares prior to transfer of any such shares to Investor pursuant to this Agreement.

 

3.5.         Investor acknowledges and agrees that if Investor has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in Common Stock or other non-cash property that is subject to the Transfer Restrictions and/or the Underwriters’ Lockup, the Company shall transfer all of its right, title and interest in such dividends or distributions to Investor upon the later of the expiration of Underwriters’ Lockup or the date on which the applicable Transfer Restrictions lapse.

 

4.              Representations and Warranties of Investor.  Investor represents and warrants to, and agrees with, the Company that:

 

4.1.         No Government Recommendation or Approval.  Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the offering of the Assigned Shares.

 

4.2.         Accredited Investor.  Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as

 

 

amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

 

4.3.         Intent.  Investor is purchasing the Assigned Shares solely for investment purposes, for such Investor’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof and Investor has no present arrangement to sell the Assigned Shares to or through any person or entity except as may be permitted hereunder.

 

4.4.         Restrictions on Transfer; Trust Account Redemption Rights.

 

4.4.1.            Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Shares are subject to the Transfer Restrictions and certain other restrictions as set forth in the Letter Agreement.

 

4.4.2.            Investor acknowledges and agrees that the Founder Shares that are to be transferred to Investor pursuant to this Agreement are not entitled to, and have no right, interest or claim of any kind in or to, any monies held in the Trust Account or distributed as a result of any liquidation of the Trust Account.

 

4.4.3.            Investor waives, with respect to any Founder Shares transferred to Investor pursuant to this Agreement, any redemption rights it may have (i) in connection with the consummation of an Initial Business Combination, (ii) if FinTech fails to consummate its Initial Business Combination or liquidates within 18 months from the completion of the Offering or (iii) if the FinTech seeks an amendment to its amended and restated certificate of incorporation that would affect the substance or timing of FinTech’s obligation to redeem 100% of shares sold in the IPO.

 

4.4.4.            Investor acknowledges and understands the Assigned Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future Investor decides to offer, resell, pledge or otherwise transfer the Assigned Shares, such Assigned Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction.  Investor agrees that, if any transfer of its Assigned Shares

 

 

or any interest therein is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to FinTech an opinion of counsel satisfactory to FinTech that registration is not required with respect to the Assigned Shares to be transferred. Absent registration or another available exemption from registration, Investor agrees it will not transfer the Assigned Shares.

 

4.5.                Sophisticated Investor.  Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Assigned Shares.

 

4.6.                Risk of Loss.  Investor is aware that an investment in the Assigned Shares is highly speculative and subject to substantial risks.  Investor is cognizant of and understands the risks related to the purchase of the Assigned Shares, including those restrictions described or provided for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining to transferability.  Investor is able to bear the economic risk of its investment in the Assigned Shares for an indefinite period of time and able to sustain a complete loss of such investment.

 

4.7.                Independent Investigation.  Investor, in making the decision to purchase the Assigned Shares, has relied upon an independent investigation of FinTech and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company or any other representatives or agents of the Company, other than as set forth in this Agreement. Investor is familiar with the business, operations and financial condition of FinTech and has had an opportunity to ask questions of, and receive answers from FinTech’s management concerning FinTech and the terms and conditions of the proposed sale of the Assigned Shares and has had full access to such other information concerning FinTech as Investor has requested. Investor confirms that all documents that it has requested have been made available and that Investor has been supplied with all of the additional information concerning this investment which Investor has requested.

 

4.8.                Organization and Authority.  Investor is duly organized and existing under the laws of the Cayman Islands and it possesses all requisite power and authority to purchase the Assigned Shares, enter into this Agreement and perform all the obligations required to be performed by Investor hereunder.

 

4.9.                Authority. This Agreement has been validly authorized, executed and delivered by Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and

 

 

contribution may be limited by federal and state securities laws or principles of public policy.

 

4.10.         No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or any order, judgment or decree to which Investor is subject.

 

4.11.         No Legal Advice from Company.  Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement, the Sponsor LLC Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors.  Except for any statements or representations of the Company made in this Agreement, Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

 

4.12.         Reliance on Representations and Warranties.  Investor understands the Assigned Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

 

4.13.         No General Solicitation.  Investor is not subscribing for the Assigned Shares as a result of or subsequent to any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio.

 

4.14.         Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the purchase of the Assigned Shares nor is Investor entitled to or will accept any such fee or commission.

 

5.              Representations and Warranties of the Company.  The Company represents and warrants to, and agrees with, Investor that:

 

5.1.                Authorization. The Company has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The Company has obtained

 

 

all necessary limited liability company approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Investor) constitutes the Company’s legal, valid and binding obligation, enforceable against The Company in accordance with its terms.

 

5.2.                Organization and Qualification. The Company is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

 

5.3.                Title to Securities.  The Assigned Shares, immediately prior to the transfer to Investor, will be owned of record and beneficially by the Company, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind.   The Assigned Shares, when transferred to the Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions under applicable securities laws).

 

5.4.                No Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s certificate of formation or limited liability company agreement in effect as of the date hereof, (ii) conflict with, or constitute a default under any agreement or instrument to which the Company is a party or by which it is bound or (iii) violate any law statute, rule or regulation to which the Company is subject or any order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to the transfer of Assigned Shares, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or transfer the Assigned Shares in accordance with the terms hereof.

 

5.5.                No General Solicitation.  The Company has not offered the Assigned Shares by means of any general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio.

 

 

5.6.                Sophisticated Investor.  The Company is sophisticated in financial matters and able to evaluate the risks and benefits of selling the Assigned Shares.

 

5.7.                Independent Investigation.  The Company, in making the decision to sell the Assigned Shares, has relied upon an independent investigation of FinTech and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Investor or any other representatives or agents of the Investor, other than as set forth in this Agreement. The Company is familiar with the business, operations and financial condition of FinTech and has had an opportunity to ask questions of, and receive answers from FinTech’s management concerning FinTech and the terms and conditions of the proposed sale of the Assigned Shares and has had full access to such other information concerning FinTech as the Company has requested. The Company confirms that all documents that it has requested have been made available and that the Company has been supplied with all of the additional information concerning this transaction which the Company has requested.  The Company acknowledges and understands that the Purchase Price was determined through arms-length negotiations between the Company and the Investor and may not reflect the current fair market value of the Assigned Shares and the Assigned Shares may increase in value after the date hereof and that the Company shall not realize the upside potential with respect to the Assigned Shares.

 

5.8.                No Legal Advice from the Investor.  The Company has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Company’s own legal counsel and investment and tax advisors.  Except for any statements or representations of the Investor made in this Agreement, the Company is relying solely on such counsel and advisors and not on any statements or representations of the Investor or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

 

5.9.                Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Company in connection with the sale of the Assigned Shares nor is the Company entitled to or will accept any such fee or commission.

 

5.10.   Transfer Restrictions.  Until termination of this Agreement, the Company shall not transfer any of its Founder Share Membership Interests.

 

5.11.   Reliance on Representations and Warranties.  The Company understands and acknowledges that the Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Company set forth in this Agreement.

 

 

6.              Governing Law; Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.  With respect to any suit, action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the federal or state courts located in the Borough of Manhattan in New York City, which submission shall be exclusive.

 

7.              Assignment; Entire Agreement; Amendment

 

7.1.                Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either the Company or Investor to any person that is not an affiliate of such party shall require the prior written consent of the other party.

 

7.2.                Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

 

7.3.                Amendment.  Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

 

7.4.         Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.

 

8.              Notices.  Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other.  Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party.

 

 

9.              Counterparts.  This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

10.       Survival; Severability

 

10.1.         Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated hereby.

 

10.2.         Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

 

11.       Headings.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

12.       Cohen Obligations.  Cohen represents that he is the sole member and the managing member of the Company.  Cohen hereby agrees to cause the Company to take all actions necessary for the Company to comply with its obligations under this Agreement.

 

13.       No Publicity. The Company agrees that it will not, without the prior written consent of the Investor, publicly disclose the name of the Investor or any of its affiliates or investment advisors.

 

14.       Non-Circumvention.  Each of the Company and Cohen hereby covenants and agrees that such party will not, by amendment of the Company’s limited liability company agreement or the Sponsor LLC Agreement or through any reorganization, transfer of assets, transfer of equity interests, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any terms of this Agreement, and will at all times in good faith carry out all of the provisions of this Agreement and take all action as may be required to protect the rights of the Investor hereunder.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	COHEN SPONSOR INTERESTS, LLC
	By:	/s/ Daniel G. Cohen
		Name:	Daniel G. Cohen
		Title:	Managing Member
	ITHAN CREEK MASTER INVESTORS (CAYMAN) L.P.
	By: Wellington Management Company LLP, as investment adviser
	By:	/s/ Emily Babalas
		Name:	Emily D. Babalas
		Title:	Vice President and Counsel
	By:	/s/ Daniel G. Cohen
		Name:	Daniel G. Cohen

 

[Signature Page to Wellington Contingent Sale Agreement]

 

 

CUSIP No.  31809H209

SCHEDULE 13D

 

EXHIBIT 3

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of FinTech Acquisition Corp. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.  It is understood and agreed that the joint filing of the Schedule 13D shall not be construed as an admission that the persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940.

 

Dated: April 7, 2016
	WELLINGTON MANAGEMENT GROUP LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person
	WELLINGTON GROUP HOLDINGS LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person
	WELLINGTON INVESTMENT ADVISORS HOLDINGS LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person
	WELLINGTON MANAGEMENT COMPANY LLP
	By:	/s/ Emily Babalas
		Name: Emily D. Babalas
		Title: Authorized Person

 

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