S-1/A

As filed with the Securities and Exchange Commission on May 29, 2008

File No. 333-149977

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FINTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	6770	26-1961550
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

405 Silverside Road

Wilmington, DE 19809

(302) 385-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Betsy Z. Cohen

c/o The Bancorp, Inc.

405 Silverside Road

Wilmington, DE 19809

(302) 385-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

J. Baur Whittlesey, Esq.
Mark E. Rosenstein, Esq.
Julie H. Wilson, Esq.
Ledgewood
1900 Market Street, Suite 750
Philadelphia, PA 19103
(215) 731-9450
(215) 735-2513—Facsimile Jay L. Bernstein, Esq.
Andrew S. Epstein, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
(212) 878-8375—Facsimile

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS Subject to Completion May 29, 2008

$100,000,000

FinTech Acquisition Corp.

10,000,000 Units

FinTech Acquisition Corp. is a newly organized blank check company organized under the laws of the State of Delaware on February 12, 2008 by TBBK Acquisitions I, LLC, one of our initial stockholders, which we refer to as our sponsor, a wholly-owned subsidiary of The Bancorp, Inc., a NASDAQ listed financial holding company, which we refer to as Bancorp. FinTech Acquisition Corp. was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses, which we refer to as our initial business combination. We will seek to acquire non-bank businesses whose activities are within those permitted to be undertaken by financial holding companies under the applicable provisions of the Bank Holding Company Act of 1956, as amended, and applicable regulations and policies of the Board of Governors of the Federal Reserve System with an initial focus on financial technology businesses. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussion, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. We do not have any specific initial business combination under consideration.

This is the initial public offering of our securities. We are offering 10,000,000 units. We expect that the public offering price will be $10.00 per unit. Each unit consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $7.50, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of the completion of our initial business combination or 12 months from the closing of this offering, provided in each case that we have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. The warrants will expire five years from the date of this prospectus, unless earlier redeemed or exercised. We have granted the underwriters a 30-day option to purchase up to 1,500,000 additional units to cover over-allotments, if any.

Our sponsor, officers and directors and several officers and employees of The Bancorp, Inc. and The Bancorp Bank, purchased in a private placement 2,875,000 of our units for an aggregate purchase price of $25,000. Each unit consists of one share of common stock and one warrant. We refer to these units as the founders’ units. The founders’ units include up to 375,000 units that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option or exercise it only in part so that the holders of our founders’ units will collectively own 20% of our units after consummation of this offering and exercise or expiration of the over-allotment option (assuming none of them purchase units in this offering).

Our sponsor has also agreed to purchase an aggregate of 3,300,000 warrants at a price of $1.00 per warrant ($3,300,000 in the aggregate) in a private placement that will occur immediately prior to this offering. We refer to these warrants as the private placement warrants. We will deposit the proceeds from the sale of the private placement warrants into a trust account maintained by American Stock Transfer & Trust Company, as trustee. These proceeds will be part of the funds distributed to our public stockholders if we are unable to complete our initial business combination.

Currently, there is no public market for our units, common stock or warrants. We intend to apply to have the units listed on the American Stock Exchange, or AMEX, under the symbol “FAQ .U” on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option, its exercise in full, or the announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, subject to our filing a current report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We also have applied to have the common stock and warrants listed on the AMEX under the symbols “ “ and “ .W,” respectively. We cannot assure you, however, that our securities will be or will continue to be listed on the AMEX.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 23 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Unit		Total Proceeds
Public offering price	$	10.00	$	100,000,000
Underwriting discounts and commissions(1)	$	0.70	$	7,000,000
Proceeds, before expenses, to us	$	9.30	$	93,000,000

(1) Includes $0.35 per unit, or $3,500,000 in the aggregate ($4,025,000 if the underwriters exercise their over-allotment option in full), payable to the underwriters for deferred underwriting discounts and commissions from the funds to be placed in a trust account maintained by American Stock Transfer & Trust Company, acting as trustee. Such funds will be released to the underwriters only upon completion of an initial business combination as described in this prospectus.

The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about , 2008. Of the proceeds we receive from this offering and the sale of the private placement warrants, approximately $9.90 per unit, or $99,000,000 in the aggregate (approximately $9.87 per unit or $113,475,000 if the underwriters exercise their over-allotment option in full) will be deposited into the trust account maintained by American Stock Transfer & Trust Company. These proceeds include $3,500,000 in deferred underwriting discounts and commissions (or $4,025,000 if the underwriters exercise their over-allotment option in full).

UBS Investment Bank

The date of this prospectus is          , 2008

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

Prospectus summary	1
The offering	4
Risks	16
Summary financial data	17
Risk factors	18
Cautionary note regarding forward-looking statements	42
Use of proceeds	43
Dilution	48
Capitalization	50
Management’s discussion and analysis of financial condition and results of operations	51
Proposed business	55
Management	75
Principal stockholders	81
Certain transactions	83
Description of securities	85
Material U.S. federal income and estate tax consequences	95
Underwriting	101
Legal matters	105
Experts	105
Where you can find additional information	106
FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
FORM OF AMENDED AND RESTATED BYLAWS
SPECIMEN UNIT CERTIFICATE
SPECIMEN COMMON STOCK CERTIFICATE
SPECIMEN WARRANT CERTIFICATE
FORM OF WARRANT AGREEMENT
OPINION OF LEDGEWOOD
TAX OPINION
PURCHASE AGREEMENT
SPONSOR SECURITIES PURCHASE AGREEMENT
FORM OF STOCK ESCROW AGREEMENT
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
SERVICES AGREEMENT
FORM OF REGISTRATION RIGHTS AGREEMENT
FIRST REVIEW AGREEMENT
INSIDE LETTER WITH D & O'S
INSIDE LETTER WITH SPONSOR
FORM OF CODE OF ETHICS
CONSENT OF GRANT THORNTON LLP
AUDIT COMMITTEE CHARTER
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
COMPENSATION COMMITTEE CHARTER

Prospectus summary

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and in our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Unless otherwise stated in the prospectus:

Ø	references in this prospectus to “we,” “us” or “our company” refer to FinTech Acquisition Corp., a Delaware corporation;
Ø	references to “TBBK Acquisitions” or our “sponsor” refer to our corporate stockholder and sponsor, TBBK Acquisitions I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of The Bancorp, Inc.;
Ø	references to Bancorp refer to The Bancorp, Inc., a NASDAQ listed financial holding company and sole member of TBBK Acquisitions;
Ø	the term “existing holders” refers to those persons who owned our units immediately before the completion of this offering and includes our sponsor, our officers and directors and several officers and employees of Bancorp and any of their permitted transferees;
Ø	references to “public stockholders” refer to purchasers in this offering or in the secondary market, including any of our officers or directors and their affiliates to the extent that they purchase or acquire shares in this offering or in the secondary market;
Ø	“BHCA” refers to the Bank Holding Company Act of 1956, as amended; and
Ø	the term “Federal Reserve Board” refers to the Board of Governors of the Federal Reserve System.

OVERVIEW

We are a blank check company organized under the laws of the State of Delaware on February 12, 2008. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses or assets, which we refer to as our “initial business combination.” To date, our efforts have been limited to organizational activities as well as activities related to this offering. We were organized by our sponsor, TBBK Acquisitions, a wholly-owned subsidiary of Bancorp. Bancorp is a registered bank holding company whose wholly-owned subsidiary, The Bancorp Bank, which we refer to as the Bank, is a Delaware state chartered banking corporation. Through the Bank, Bancorp provides a wide range of commercial and retail banking products and services to both regional and national markets. Bancorp’s common stock trades on The NASDAQ Stock Market, or Nasdaq, under the symbol “TBBK.”

Under the BHCA, we may be deemed to be an indirect subsidiary of Bancorp, a registered bank holding company that has elected to be treated as a financial holding company, because of common management. As a result, we are limited to engaging only in activities that are within those permitted to be undertaken by financial holding companies under the BHCA and Federal Reserve Board regulations and policies. In general, these activities must be financial in nature or incidental to such financial activities. Our primary focus will be on financial technology businesses which principally provide data processing, storage and transmission services, databases and payment and payment processing services in support of businesses in the financial services industry. We believe that these types of businesses are in line with the extensive combined financial services industry experience of our sponsor’s management team and the focus of Bancorp and the Bank on delivering technology-enabled financial services. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussion, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or representative to identify or locate any suitable acquisition

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candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We do not intend to acquire start-up companies, companies with speculative business plans or companies that are excessively leveraged.

While we may seek to acquire more than one business, which we refer to as our “target business” or “target businesses,” our initial business combination must involve one or more target businesses having a fair market value, individually or collectively, equal to at least 80% of the sum of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable and net of amounts previously disbursed to us for working capital purposes). We will not consider any transaction that does not meet this criterion.

If we do not consummate a business combination within the allotted time periods set forth in this prospectus, we will implement our dissolution and liquidation plan, which we expect will include the distribution of the proceeds held in the trust account to our public stockholders in an amount we expect to be approximately $9.90 per share of common stock held by them (or approximately $9.87 per share if the underwriters exercise their over-allotment option).

MANAGEMENT EXPERIENCE

We will seek to capitalize on the significant banking, financial services and financial technology experience and contacts of our Chairman and Chief Executive Officer, Betsy Z. Cohen, our President, Frank M. Mastrangelo and our other directors and executive officers. Each of our executive officers and directors has significant networks of contacts throughout the investment community and with a variety of sources of potential targets. In addition to the experience and contacts of our management team and board of directors, we will have access to the resources of our sponsor, Bancorp. Bancorp is an independent financial services firm with a focus on providing technology-enabled financial services. We believe that Bancorp’s relationships with technology providers and its management’s deep understanding of financial services technology will aid in our sourcing and evaluating of acquisition candidates.

Mrs. Cohen has over 37 years of experience in the financial services industry and is currently Chief Executive Officer of Bancorp and Chief Executive Officer and Chairman of the Bank. Mrs. Cohen’s extensive background in financial services and in running public companies includes her roles as a director of Aetna, Inc., a New York Stock Exchange listed insurance and financial services company and Chairman of the Board of Trustees of RAIT Financial Trust, a New York Stock Exchange listed real estate investment trust. Mrs. Cohen was also founder and Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception through its sale to another bank.

Mr. Mastrangelo has over 16 years of experience in the financial services industry and is currently President, Chief Operating Officer and director of both Bancorp and the Bank. Mr. Mastrangelo also served as Senior Vice President and Chief Technology Officer for Jefferson Bank and had technology related roles with PNC Bank, ROI Computer Services and The Annenberg Foundation.

CONFLICTS OF INTEREST, RIGHT OF FIRST REVIEW

Investors should be aware of the following potential conflicts of interest:

Ø  Members of our management team and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. These conflicts could impair our ability to consummate a business combination.

Ø  Our sponsor or members of our management team and our directors are or may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us. In particular, Mr. Johnson is currently a director of two financial institutions, chairman of a third financial institution and chairman of a financial consulting and investment

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banking firm; and Mr. Moyer is currently the president and chief executive officer of a provider of integrated payment solutions and payment security services. Also, following our initial business combination, our right of first review agreement with Bancorp, of which Mrs. Cohen and Messrs. Egan and Mastrangelo are officers or directors, will expire. See “Management — Directors and Executive Officers.” As a result, they may have conflicts of interest in allocating business opportunities to us.

Ø  The interest of members of our management team and directors in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a conflict of interest in determining whether a particular target business is appropriate for an initial business combination and in the public stockholders’ best interest.

Ø  Members of our management team and directors may have a conflict of interest with respect to evaluating a particular initial business combination if the retention or resignation of any such member of our management team or director were included by a target business as a condition to any agreement with respect to an initial business combination.

We have entered into a business opportunity right of first review agreement with Bancorp that provides that from the date of this prospectus until the earlier of the consummation of our initial business combination or our liquidation in the event we do not consummate an initial business combination, we will have a right of first review with respect to business combination opportunities identified by Bancorp or any of its affiliates relating to companies that are not publicly traded on a stock exchange or over-the-counter market with an enterprise value of over $60 million. Bancorp will first offer, or cause to be offered, any such business opportunity to us, and Bancorp will not, and will cause each other business entity under its management not to, pursue such opportunity, unless and until a majority of our disinterested directors have determined for any reason that we will not pursue such opportunity.

We have also agreed that we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA, that a business combination with such target business is fair to our stockholders from a financial point of view.

PRIVATE PLACEMENTS

Our sponsor, officers and directors and several officers and employees of Bancorp and the Bank, purchased in a private placement 2,875,000 of our units for an aggregate purchase price of $25,000. Each unit consists of one share of common stock and one warrant. We refer to these units as the founders’ units. The founders’ units include up to 375,000 units that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option or exercise it only in part so that the holders of our founders’ units will collectively own 20% of our units after consummation of this offering and exercise or expiration of the over-allotment option (assuming none of them purchase units in this offering).

Our sponsor has also agreed to purchase 3,300,000 warrants at a price of $1.00 per warrant concurrently with the closing of this offering. Our sponsor will pay for the private placement warrants in cash. The $3,300,000 of proceeds from this investment and the proceeds of this offering will be held in the trust account pending our completion of an initial business combination on the terms described in this prospectus. If we do not complete a business combination, then the $3,300,000 will be part of the liquidating distribution to our public stockholders and the warrants will expire worthless.

Our executive offices are located at 405 Silverside Road, Wilmington, Delaware 19089 and our telephone number is (302) 385-5000.

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The offering

In making your decision on whether to invest in our securities, you should take into account not only the background of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, or the “Securities Act.” You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth under “Risk Factors” beginning on page 23 of this prospectus.

Securities offered:	10,000,000 units, at $10.00 per unit, each unit consisting of:
	Ø one share of common stock, and
	Ø one warrant.

Trading commencement and separation of common stock and warrants: The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option, its exercise in full or the announcement by the underwriters of their intention not to exercise all or any portion of the over-allotment option, subject to our having filed a Form 8-K containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and having issued a press release announcing when such separate trading will begin.

Number of securities to be outstanding:

	Before this		After this
	offering(1)		offering(2)
Units		2,875,000		12,500,000
Common Stock		2,875,000		12,500,000
Warrants		2,875,000		15,800,000	(3)

(1)	Includes an aggregate of 375,000 units, and the underlying shares of common stock and warrants that are subject to forfeiture to the extent that the over-allotment option is not exercised or is exercised in part by the underwriters.
(2)	Assumes the underwriters have not exercised their over-allotment option and an aggregate of 375,000 units, and the underlying shares of common stock or warrants, have been forfeited by the holders thereof.
(3)	Includes 3,300,000 private placement warrants described below

Warrants:

Exercisability: Each warrant is exercisable for one share of common stock, subject to adjustment as described in “Warrants—Public Stockholders’ Warrants.”

Exercise price: $7.50 per share. Holders will not be entitled to receive a net cash settlement upon exercise of the warrants.

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Exercise period for the warrants included in the units sold in this offering:	The warrants included in the units sold in this offering will become exercisable on the later of:
	Ø the completion of our initial business combination, or
	Ø 12 months from the closing of this offering,
	provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants.
	We have agreed to use our best efforts to have an effective registration statement covering shares of common stock issuable upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to that common stock until the warrants expire or are redeemed. The warrants will expire at 5:00 p.m., New York time, on the date that is five years from the date of this prospectus or earlier upon redemption or liquidation of the trust account.
Redemption:	Once the warrants become exercisable, except as described below with respect to the founders’ warrants or the private placement warrants, we may redeem the outstanding warrants:
	Ø in whole and not in part,
	Ø at a price of $0.01 per warrant,
	Ø upon a minimum of 30 days’ prior written notice of redemption, and
	Ø if, and only if, the last sale price of our common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption,
	provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.
	If we call the warrants for redemption as described above, we will have the right to require all holders that wish to exercise warrants to do so on a “cashless basis.” The warrants underlying the units sold in this offering may not be settled on a cashless basis unless they have been called for redemption and we have required all warrants to be settled on that basis. If we choose to require holders to exercise their warrants on a cashless basis, an exercising holder will receive fewer shares of common stock upon exercise than he would have received had he exercised his warrant for cash.

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Reasons for redemption limitations:	We have established the above conditions to our exercise of redemption rights with the intent of:
	Ø providing warrant holders with adequate notice of redemption, and allowing them to exercise their warrants before redemption at a time when there is a reasonable premium to the warrant exercise price; and
	Ø providing a sufficient differential between the then-prevailing common stock price and the warrant exercise price so there is a buffer to absorb any negative market reaction to our redemption of the warrants.

Founders’ Units: Our sponsor, officers and directors and several officers and employees of Bancorp and the Bank, purchased in a private placement 2,875,000 of our units for an aggregate purchase price of $25,000.

Each unit consists of one share of common stock and one warrant. We refer to the shares of common stock and warrants included in the founders’ units as founders’ shares and founders’ warrants, respectively, throughout this prospectus. The founders’ units include an aggregate of 375,000 units that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option or exercise it only in part so that the existing holders will collectively own 20% of our units after consummation of this offering and exercise or expiration of the over-allotment option (assuming none of them purchase units in this offering).

The founders’ units are identical to the units sold in this offering, except that:

Ø the existing holders have agreed to vote their founders’ shares in the same manner as a majority of the public stockholders who vote at the special or annual meeting called for the purpose of approving our initial business combination,

Ø the existing holders have agreed that the founders’ shares will not participate with the common stock included in the units sold in this offering in any liquidating distribution, and

Ø the founders’ warrants will:

     Ø only become exercisable after our consummation of our initial business combination if and when the last sales price of our common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination, and

     Ø be non-redeemable so long as they are held by the existing holders and their permitted transferees.

The holders of the warrants purchased in this offering will not be able to exercise those warrants unless we have an effective registration statement covering the shares issuable upon their exercise and a related current prospectus available.

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If we increase or decrease the number of units we offer to the public from the number shown in this prospectus before we complete this offering, then the founders’ units will be adjusted in the same proportion as the increase or decrease in the units offered in order to maintain their percentage ownership.

We will not make or receive any cash payment in respect of any such adjustment.

In addition, the existing holders have agreed that if any of them acquire shares of common stock in or following this offering, they will vote all such acquired shares in favor of our initial business combination. As a result, these persons will not be able to exercise the conversion rights (as described below) with respect to any of our shares that they may acquire before, in or after this offering.

Private Placement Warrants: Our sponsor has agreed to purchase 3,300,000 warrants at a price of $1.00 per warrant, upon the consummation of this offering. We refer to these warrants as the private placement warrants throughout this prospectus. We will add the purchase price of the private placement warrants to the proceeds from this offering to be held in the trust account to be maintained by American Stock Transfer & Trust Company pending our completion of an initial business combination. If we do not complete an initial business combination that meets the criteria described in this prospectus, then the $3,300,000 purchase price of the private placement warrants will become part of the liquidation distribution to our public stockholders and the private placement warrants will expire worthless.

The private placement warrants are identical to the warrants sold in this offering, except that the private placement warrants:

Ø will be exercisable by payment of cash or on a cashless basis so long as they are held by the original purchaser or its permitted transferees, and

Ø are not subject to redemption by us.

The private placement warrants may not be exercised unless an effective registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering is effective and a related current prospectus is available.

Registration rights: Each holder of the founders’ units and the private placement warrants will have the following registration rights:

Ø the right to demand that we register the resale of the founders’ units, the founders’ shares, the founders’ warrants as well as the shares of common stock issuable upon the exercise of the founders’ warrants; and

Ø the right to demand that we register the resale of the private placement warrants and the shares of common stock issuable upon exercise of the private placement warrants.

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The registration rights will be exercisable with respect to the founders’ units, founders’ shares, founders’ warrants (including shares issuable upon exercise of such warrants), at any time commencing three months before the date on which they are no longer subject to the transfer restrictions described below and with respect to the private placement warrants and the shares of common stock issuable upon exercise of such warrants, at any time after the consummation of our initial business combination. Please see “Description of Securities—Securities Eligible for Future Sale—Registration Rights” for more information.

Right of first review: We have entered into a business opportunity right of first review agreement with Bancorp that provides that from the date of this prospectus until the earlier of the consummation of our initial business combination or our liquidation in the event we do not consummate an initial business combination, we will have a right of first review with respect to business combination opportunities identified by Bancorp or any of its affiliates relating to companies that are not publicly traded on a stock exchange or over-the-counter market with an enterprise value of over $60 million. Bancorp will first offer, or cause to be offered, any such business opportunity to us, and Bancorp will not, and will cause each other business entity under its management not to, pursue such opportunity unless and until a majority of our disinterested directors have determined for any reason that we will not pursue such opportunity.

Proposed AMEX symbols for our:

  Units: “FAQ.U”

  Common stock: “FAQ”

  Warrants: “FAQ.W”

Proceeds from the offering and the sale of the private placement warrants to be held in trust account; amounts payable prior to trust account distribution or liquidation: $99,000,000, or approximately $9.90 per unit (or approximately $113,475,000 or $9.87 per unit, if the underwriters exercise their over-allotment option in full) of the proceeds of this offering and the sale of the private placement warrants will be placed in a trust account maintained by American Stock Transfer & Trust Company, acting as trustee, pursuant to an investment management trust agreement. These proceeds include $3,500,000 in deferred underwriting discounts and commissions (or $4,025,000 if the underwriters exercise their over-allotment option in full). We believe that the inclusion in the trust account of the purchase price of the private placement warrants and the deferred underwriting discounts and commissions is a benefit to our stockholders because additional proceeds will be available for distribution to investors if a liquidation of our company occurs. Proceeds in the trust account will not be released until the earlier of

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completion of an initial business combination or our liquidation. Unless and until we consummate our initial business combination, proceeds held in the trust account will not be available for our use for any purpose, including the payment of expenses related to this offering or the investigation, selection and negotiation of an agreement with one or more target businesses, except that there may be released to us from the trust account:

Ø interest income earned on the trust account balance to pay any income taxes on such interest, and

Ø interest income earned of up to $2.0 million on the trust account balance to fund our working capital requirements.

Limited payments to insiders: There will be no fees, reimbursements, cash payments or any other forms of compensation, including but not limited to stock options, made to Bancorp, our sponsor, our or their officers, directors or our or their affiliates other than:

Ø repayment of a loan in the amount of $100,000 plus interest, made to us by our sponsor, to cover offering-related and organizational expenses;

Ø a payment of an aggregate of $7,500 per month to Bancorp for office space, secretarial and administrative services; and

Ø reimbursement for any out-of-pocket expenses related to this offering and identifying, investigating and consummating an initial business combination.

Release of amounts held in trust account at close of initial business combination:

At the time we complete an initial business combination, following our payment of amounts due to any public stockholders who duly exercise their conversion rights (as described below), deferred underwriting discounts and commissions that are equal to 3.5% of the gross proceeds of this offering, or $3,500,000 ($4,025,000 if the over-allotment option is exercised in full) will be released to the underwriters from the trust account. The balance of the funds in the trust account will be released to us and may be used to pay all or a portion of the purchase price of our initial business combination. We may apply any funds released to us from the trust account not used to pay the purchase price—for example, because we paid all or a portion of the purchase price for our initial business combination using stock or debt securities—for general corporate purposes, including for maintenance or expansion of the operations of acquired business(es), the payment of principal or interest due on indebtedness incurred in consummating our initial business combination or to fund the purchase of other companies or for working capital.

Stockholders must approve our initial business combination:

We will seek stockholder approval before effecting our initial business combination, even if the business combination would not ordinarily require stockholder approval under applicable

9

state law. Holders of founders’ shares have agreed to vote those shares and any shares they acquire following this offering as described in “Founders’ Units,” above. In connection with the vote required for our initial business combination, a majority of our issued and outstanding common stock (whether or not held by public stockholders), present in person or by proxy, will constitute a quorum.

Conditions to consummating our initial business combination: Our initial business combination must occur with one or more target businesses that have a fair market value of at least 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions of $3,500,000 or $4,025,000 if the over-allotment option is exercised in full) at the time of such initial business combination. There is no limitation on our ability to raise funds privately or through loans that would allow us to acquire a target business or businesses with a fair market value considerably greater than 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions as described above) at the time of our initial business combination. If we acquire less than 100% of one or more target businesses in our initial business combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions as described above) at the time of such initial business combination. The fair market value of a portion of a target business will be calculated by multiplying the fair market value of the entire business by the percentage of the target business we acquire. We will allow public stockholders owning not more than 30% of the shares (minus one share) sold in this offering to vote against the business combination and exercise conversion rights.

In addition, we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA that a business combination with such target business is fair to our stockholders from a financial point of view.

Conversion rights for stockholders voting to reject our initial business combination: Public stockholders voting against our initial business combination will be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting discounts and commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to $2.0 million on the trust account balance

10

previously released to us to fund our working capital requirements) if our initial business combination is approved and completed. Redeeming public stockholders will continue to have the right to exercise any warrants they own.

We expect that the initial per-share conversion price will be approximately $9.90 per share (or approximately $9.87 per share if the over-allotment option is exercised in full), which is less than the $10.00 per unit price in this offering and may be lower than the market price of the common stock on the date of conversion. Because converting stockholders will receive their proportionate share of the deferred underwriting compensation and the underwriters will be paid the full amount of the deferred underwriting compensation at the time of closing of our initial business combination, the non-converting stockholders will bear the financial effect of such payments to both the converting stockholders and the underwriters. This could have the effect of reducing the amount distributed to us from the trust account by up to approximately $29.7 million (assuming conversion of the maximum of 2,999,999 shares of common stock).

Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 10% of the shares included in the units being sold in this offering. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares of common stock owned by him or his affiliates. We believe this restriction will prevent stockholders from accumulating large blocks of stock before the vote held to approve a proposed business combination and attempting to use the conversion right as a means to force us or our management to purchase their stock at a premium to the then current market price or transfer to them some of management’s shares. Absent this provision, for example, a public stockholder who owns 15% of the shares included in the units being sold in this offering could threaten to vote against a proposed business combination and seek conversion, regardless of the merits of the transaction. By limiting a stockholder’s ability to convert to 10% of the shares included in the units being sold in this offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block a transaction that is favored by our other public stockholders. However, we are not restricting the stockholders’ ability to vote all of their shares against the transaction.

An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but we will not grant the request unless the stockholder votes against the business combination and the business combination is approved and completed. Additionally, we may require public

11

stockholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The principal factor we may consider in deciding whether to require physical tender is how much time would be available to shareholders to elect to convert their shares. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise its conversion rights. After the business combination was approved, the company would contact such stockholder to arrange for him, her or it to deliver his, her or its certificate to verify ownership. As a result, the stockholder then had an “option window” after the consummation of the business combination during which he, she or it could monitor the price of the stock in the market. If the price rose above the conversion price, the stockholder could sell his, her or its shares in the open market before actually delivering his, her or its shares to the company for cancellation. The requirement for physical or electronic delivery prior to the meeting ensures that a converting holder’s election to convert is irrevocable once the business combination is approved. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35.00 and it would be up to the broker whether or not to pass this cost on to the converting holder.

The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time we send out our proxy statement through the vote on the business combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his, her or its conversion rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his, her or its broker and requesting delivery of his, her or its shares through the DWAC system, we believe this time period is sufficient for a typical investor.

Voting against our initial business combination alone will not result in conversion of a stockholder’s shares into a pro rata share of the trust account; to convert a stockholder’s shares,

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the stockholder must also exercise the conversion rights described above.

In connection with a vote on our initial business combination, public stockholders may elect to vote a portion of their shares for and a portion of their shares against the initial business combination. If the initial business combination is approved and consummated, public stockholders who elected to convert the portion of their shares voted against the initial business combination will receive the conversion price with respect to those shares and may retain any other shares they own.

Dissolution and liquidation if no business combination: If we are unable to complete a business combination by          , 2010 [24 months from completion of this offering], our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Delaware law, the plan of distribution must provide for all of such claims to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. If there are insufficient assets to provide for all such claims, the plan must provide that such claims and obligations be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of legally available assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, from the $50,000 of proceeds held outside the trust account and from any remaining amounts of the $2.0 million of interest income earned on the trust account available to us for working capital, we cannot assure you those funds will be sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. We have not engaged any such third parties or asked for or obtained any such waiver agreements at this time. It is also possible that such waiver agreements would be held unenforceable, and there is no guarantee that the third parties would not otherwise challenge the agreements and later bring claims against the trust account for monies owed them. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Bancorp and our sponsor have agreed that they will be jointly and severally liable to us if and to the extent any claims by a third party for services rendered or products sold, or by a prospective business target, reduce the amounts in the trust account available for distribution to our stockholders in the event of a liquidation, except (1) as to any claimed amounts owed to a third party

13

who executed a legally enforceable waiver, or (2) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Furthermore, there could be claims from parties other than vendors, third parties with which we entered into a contractual relationship or target businesses that would not be covered by the indemnity from Bancorp and our sponsor, such as stockholders and other claimants who are not parties in contract with us who file a claim for damages against us.

We expect that all costs and expenses associated with implementing our plan of distribution, as well as payments to any creditors, will be funded by us from amounts remaining out of the $50,000 of proceeds held outside the trust account and from the $2.0 million in interest income on the balance of the trust account that will be released to us to fund our working capital requirements. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of distribution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request that the trustee release to us an additional amount of up to $75,000 of such accrued interest to pay those costs and expenses. Should there be no such interest available or should those funds still not be sufficient, our sponsor and Bancorp have agreed jointly and severally to reimburse us for our out-of-pocket costs associated with our dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to the dissolution and liquidation. The excluded costs will remain our obligation and, as discussed below, may become claims against the trust account.

If we do not complete an initial business combination and the trustee must distribute the balance of the trust account, the underwriters have agreed to forfeit any rights or claims to their deferred underwriting discounts and commissions then in the trust account, and those funds will be included in the pro rata liquidation distribution to the public stockholders. There will be no distribution from the trust account with respect to any of our warrants, which will expire worthless if we are liquidated.

If we are unable to conclude an initial business combination and we expend all of the $50,000 of net proceeds of this offering held outside the trust account, without taking into account any interest earned on the trust account or claims of creditors, if any, we expect that the initial per-share liquidation price will be approximately $9.90 (or approximately $9.87 per share if the over- allotment option is exercised in full), or approximately $0.10 less than the per-unit offering price of $10.00 (approximately $0.13 less if the over-allotment is exercised in full). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary

14

bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, we cannot assure you that the actual per-share liquidation price will not be less than approximately $9.90 (or approximately $9.87 per share if the over-allotment option is exercised in full). See “Risk Factors—If third parties bring claims against us, or if we go bankrupt, the proceeds held in trust could be reduced and the per-share liquidation price received by you will be less than approximately $9.90 per share (or approximately $9.87 per share if the over-allotment option is exercised in full).”

Escrow of founders’ units and private placement warrants On the date of this prospectus, the existing holders will place their founders’ units and, in the case of the sponsor, the private placement warrants, into an escrow account maintained by American Stock Transfer & Trust Company, acting as escrow agent. Subject to limited exceptions described in “Principal Stockholders—Transfer Restrictions,” the founders’ units, private placement warrants or shares of common stock issued on exercise of the private placement warrants will not be transferable during the escrow period and will not be released from escrow until one year after the consummation of a business combination, or earlier if the over-allotment option is not exercised in full or in part in order to have up to 375,000 units cancelled as described above or if we were to consummate a transaction after the business combination that results in all of the stockholders of the transaction having the right to exchange their shares of common stock for cash, securities or other property. If we are forced to liquidate, all of the existing holder’s units will be cancelled.

Additional transfer restrictions: In addition to the restrictions described in “—Escrow of founders’ units and private placement warrants” above, the existing holders have agreed not to sell or transfer any of their founders’ units, founders’ shares or founders’ warrants (including the common stock to be issued upon the exercise of the founders’ warrants) for a period of one year from the date we consummate our initial business combination. Our sponsor also has agreed not to sell or transfer the private placement warrants (including the common stock to be issued upon exercise of the private placement warrants) until after we complete our initial business combination, other than to permitted transferees.

Each of our existing holders who is an employee of our sponsor, Bancorp or the Bank has agreed to resell his founders’ units to our sponsor at the original purchase price of $0.0087 per unit in the event that his employment with our sponsor, Bancorp or the Bank terminates for any reason prior to the time we consummate an initial business combination.

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Risks

We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 23 of this prospectus.

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Summary financial data

The following table summarizes relevant financial data for our company and should be read with our financial statements, which are included in this prospectus. The table does not give effect to the exercise of the underwriters’ over-allotment option. We have not had any significant operations to date, so only balance sheet data is presented.

	March 24, 2008
Balance sheet data:	Actual			As adjusted(1)
Working capital (deficiency)	$	(52,000	)	$	95,561,427
Total assets		188,427			99,061,427
Total liabilities		177,000			3,500,000
Value of common stock which may be converted to cash ($9.90 per share)(2)		—			29,699,990
Stockholders’ (deficiency) equity		11,427			65,861,437

(1)

The “as adjusted” information gives effect to the sale of units in this offering including the application of the related gross proceeds and the payment of expenses related to this offering as well as the receipt of $3,300,000 from the sale of the private placement warrants. The “as adjusted” total assets include $3,500,000 being held in the trust account ($4,025,000 if the underwriters’ over-allotment option is exercised in full) representing deferred underwriting discounts and commissions.

(2)

Assumes no exercise of the over-allotment option. Assuming the underwriters exercise their over-allotment option in full, the value of common stock which may be converted to cash is $34,051,490 (approximately $9.87 per share).

The working capital (as adjusted) amount, combined with the $3,500,000 of deferred underwriting discounts and commissions, include $99,000,000 to be held in the trust account, which will be distributed on the closing date of our initial business combination (i) to any public stockholders who exercise their conversion rights in an amount we expect to be approximately $9.90 per share (or approximately $9.87 per share if the underwriters exercise their over-allotment option in full), (ii) to the underwriters in the amount of $3,500,000 ($4,025,000 if the underwriters exercise their over-allotment option in full) in payment of their deferred underwriting discounts and commissions and (iii) to us in the amount remaining in the trust account following the payment to any public stockholders who exercise their conversion rights and payment of deferred discounts and commission to the underwriters. All such proceeds will be distributed from the trust account only upon consummation of our initial business combination within the time period described in this prospectus. If we do not consummate an initial business combination, we will dissolve and the proceeds held in the trust account (including the deferred underwriting discounts and commission and all interest thereon, net of income taxes on such interest and net of interest income of up to $2.0 million on the trust account balance previously released to us to fund working capital requirements, as well as interest of up to $75,000 that may be released to us should we have no or insufficient working capital remaining to fund the costs and expenses of liquidation) and any net assets remaining outside the trust account will be distributed pro rata to our public stockholders. Subject to our obligations under Delaware law to provide for the claims of creditors, our existing holders have agreed to waive their rights to participate in any liquidating distributions occurring upon our failure to consummate a business combination and subsequent liquidation with respect to the founders’ shares.

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Risk factors

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

RISKS ASSOCIATED WITH OUR BUSINESS

We are a development stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently incorporated development stage company with no operating results, and we will not commence operations until we obtain funding through this offering and the sale of the private placement warrants. Because we lack an operating history, you have no basis on which to evaluate our ability to achieve our business objective of completing an initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target businesses concerning an initial business combination and may be unable to complete an initial business combination. We will not generate any revenues from operating activities until, at the earliest, after completing an initial business combination. We cannot assure you as to when, or if, an initial business combination will occur. If we expend all of the $50,000 in proceeds from this offering not held in trust and interest income earned of up to $2.0 million on the balance of the trust account that may be released to us to fund our working capital requirements in seeking an initial business combination, but fail to complete such an initial combination, we may never generate any operating revenues.

We may not be able to consummate our initial business combination within the required time frame, in which case we would be forced to dissolve and liquidate.

We must complete our initial business combination within 24 months after the consummation of this offering. If we fail to consummate a business combination within the required time frame, we will be forced to dissolve and liquidate. We may not be able to find suitable target businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of an initial business combination. We do not have any specific initial business combination under consideration and we have not, nor has anyone on our behalf, contacted any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

If we are unable to consummate a business combination, our public stockholders will be forced to wait the full 24 months before receiving liquidation distributions.

We have 24 months in which to complete a business combination. We have no obligation to return funds to investors before such date unless we consummate a business combination and only then in cases where investors have voted against the business combination and sought redemption of their shares. Only after the expiration of this full time period will public stockholders be entitled to

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Risk factors

liquidation distributions if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until such date.

Although, historically, blank check companies have used a 20% threshold for conversion rights, we have used a 30% threshold. This higher threshold will make it easier for us to consummate a business combination with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

We will proceed with our initial business combination only if a majority of the shares of common stock voted by the public stockholders is voted in favor of the business combination and public stockholders owning less than 30% of the shares included in the units being sold in this offering vote against the business combination and exercise their conversion rights. Accordingly, public stockholders holding approximately 29.99% of the shares included in the units being sold in this offering may vote against the initial business combination and exercise their conversion rights and we could still consummate the business combination. Historically, blank check companies have had a conversion threshold of 20%, which makes it more difficult for those companies to consummate their business combination. Thus, because we permit a larger number of stockholders to vote against the business combination and exercise their conversion rights, it will be easier for us to consummate a business combination with a target business that you may believe is not suitable for us, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

Because of our limited resources and the significant competition for business combination opportunities, including numerous companies with a business plan similar to ours, it may be more difficult for us to complete a business combination.

Based on publicly available information, approximately 156 similarly structured blank check companies have completed initial public offerings since 2003, and numerous others have filed registration statements. Of these companies, only 48 companies have consummated a business combination, while 23 other companies have announced that they have entered into definitive agreements or letters of intent with respect to potential business combinations, but have not yet consummated such business combinations and another 13 have liquidated. Accordingly, there are approximately 72 blank check companies with approximately $13.5 billion in the trust account that have filed registration statements and are or will be seeking to enter into a business combination. In addition, a number of blank check companies may consummate their business combinations in any industry they choose. This, compounded with the fact that we may consider business combinations in other sectors, will subject us to competition from a considerable number of other companies seeking to consummate a business combination within any of our target sectors, which, in turn, will result in an increased demand for privately-held companies in these industries. Because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time period. Further, the fact that only 71 of such companies have either consummated a business combination or entered into a definitive agreement for a business combination may indicate that there are fewer attractive target businesses available to such entities or that many privately-held target businesses are not inclined to enter into these types of transactions with publicly-held blank check companies like ours.

It may be more difficult for us to effectuate a business combination because we are limited to acquiring businesses whose activities are within those permitted to be undertaken by financial holding companies.

Because Bancorp is a registered bank holding company that elected to be treated as a financial holding company, and because we may be deemed to be an indirect subsidiary of Bancorp due to common management, we may only acquire businesses whose activities are within those permitted to be undertaken by financial holding companies under the applicable provisions of the BHCA as well as

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Risk factors

Federal Reserve Board regulations and policies. These limitations may significantly reduce the number of businesses that we have to select from when effecting a business combination. As a result, we cannot assure you that we will be able to find an appropriate target business and effectuate a business combination within the required time periods. See “Proposed Business—Overview.”

Because we may be deemed to be a subsidiary of a financial holding company under the BHCA, we may be subject to Federal Reserve Board examination and supervision.

Because Bancorp is a registered bank holding company, the Federal Reserve Board has the authority to examine and supervise its operations, including the operations of its subsidiaries. Federal Reserve Board supervisory directives intended to mitigate systemic risk to the Bancorp could adversely affect our operations. As Bancorp elected to be treated as a financial holding company and because under the BHCA we may be deemed to be an indirect subsidiary of Bancorp due to common management, our activities will be limited to those permissible for a financial holding company. Moreover, the failure of Bancorp to maintain well-managed or well-capitalized status of the Bank could result in limitations on Bancorp and its subsidiaries, and could require Bancorp to cease to engage in any activity permissible for a financial holding company that is not an activity that is closely related to banking and permissible for a bank holding company which could result in the resignation of our senior management and Bancorp being required to divest itself of its interest in us.

If we liquidate before concluding an initial business combination, our public stockholders will likely receive less than $10.00 per share on distribution of trust account funds and our warrants will expire worthless.

If we are unable to complete an initial business combination and must liquidate our assets, the per-share liquidation distribution will likely be less than $10.00 because of the expenses of this offering, our general and administrative expenses and the planned costs of seeking an initial business combination. Furthermore, our outstanding warrants are not entitled to participate in a liquidation distribution and the warrants will therefore expire worthless if we liquidate before completing an initial business combination. As a result, purchasers of our units will have paid the full unit purchase price solely for the share of common stock included in each unit. For a more complete discussion of the effects on our stockholders if we are unable to complete an initial business combination, please see “Proposed Business—Effecting a Business Combination—Liquidation if no business combination.”

An effective registration statement must be in place in order for a warrant holder to be able to exercise the warrants.

No warrants will be exercisable and we will not be obligated to issue shares of common stock upon exercise of warrants by a holder unless, at the time of such exercise, we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. Although we have undertaken in the warrant agreement, and therefore have a contractual obligation, to use our best efforts to have an effective registration statement covering shares of common stock issuable upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to that common stock until the warrants expire or are redeemed, and we intend to comply with our undertaking, we cannot assure you that we will be able to do so. Our founders’ warrants are identical to the warrants sold in this offering except that (i) they only become exercisable after our consummation of our initial business combination if and when the last sales price of our common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination and (ii) they are non-redeemable. Our private placement warrants are identical to the warrants sold in this offering except that they may be exercised on a cashless basis and they are non-redeemable. Holders of warrants may not be able to exercise their warrants, the market

20

Risk factors

for the warrants may be limited and the warrants may be deprived of any value if there is no effective registration statement covering the shares of common stock issuable upon exercise of the warrants or the prospectus relating to the common stock issuable upon the exercise of the warrants is not current. In such event, the holder of a unit will have paid the entire unit purchase price for the common stock contained in the unit as the warrant will be worthless. Holders of warrants will not be entitled to a cash settlement for their warrants if we fail to have an effective registration statement or a current prospectus available relating to the common stock issuable upon exercise of the warrants, and the holders’ only remedies in such event will be those available if we are found by a court of law to have breached our contractual obligation to them by failing to do so.

An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No warrants will be exercisable and we will not be obligated to issue shares of common stock unless the common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Because the exemptions from qualification in certain states for resales of warrants and for issuances of common stock by the issuer upon exercise of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance of common stock upon an exercise and the holder will be precluded from exercise of the warrant. Nevertheless, we expect that resales of the warrants as well as issuances of common stock by us upon exercise of a warrant may be made in every state because at the time that the warrants become exercisable (following our completion of an initial business combination), we expect to either continue to be listed on a national securities exchange, which would provide an exemption from registration in every state, or we would register the warrants in every state (or seek another exemption from registration in such states). To the extent an exemption is not available, we will use our best efforts to register the underlying common stock in all states where the holders of our warrants reside. Accordingly, we believe holders in every state will be able to exercise their warrants as long as our prospectus relating to the common stock issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. As a result, the warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants and they may expire worthless if the common stock issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

You will not be entitled to protections normally afforded to investors in blank check companies.

Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed a “blank check” company under U.S. securities laws. However, because on successful consummation of this offering we will have net tangible assets in excess of $5.0 million and will at that time file a Form 8-K with the SEC that includes an audited balance sheet demonstrating this fact, the SEC has taken the position that we are exempt from Rule 419 under the Securities Act which is designed to protect investors in blank check companies. Accordingly, investors in this offering will not receive the benefits or protections of Rule 419. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete a business combination in some circumstances than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our consummation of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

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Risk factors

Under Delaware law, a court could invalidate the requirement that certain provisions of our amended and restated certificate of incorporation be amended only by unanimous consent of our stockholders; amendment of those provisions could reduce or eliminate the protections they afford to our stockholders.

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial business combination. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

Ø	upon the consummation of this offering, $99,000,000, or $113,475,000 if the underwriters’ over- allotment option is exercised in full (comprised of (i) $92,200,000 of the net proceeds of this offering (or $106,150,000 if the underwriters’ over-allotment option is exercised in full), (ii) $3,500,000 of deferred underwriting discounts and commissions (or $4,025,000 if the underwriters’ over-allotment option is exercised in full) and (iii) $3,300,000 of the proceeds from the sale of the private placement warrants), shall be placed into the trust account;
Ø	prior to the consummation of our initial business combination, we must submit the initial business combination to our stockholders for approval;
Ø	we may consummate our initial business combination if approved by a majority of the shares of common stock voted by our public stockholders at a duly held stockholders meeting, and public stockholders owning no more than 30% of the shares (minus one share) sold in this offering vote against the business combination and exercise their conversion rights;
Ø	if a proposed initial business combination is approved and consummated, public stockholders who exercised their conversion rights and voted against the initial business combination may convert their shares into cash at the conversion price on the closing date of such initial business combination;

Ø  if we do not consummate our initial business combination within 24 months from the completion of this offering, then our existence will terminate and we will distribute all amounts in the trust account (except for such amounts as are paid to creditors or reserved for payment to creditors in accordance with Delaware law) and any net assets remaining outside the trust account on a pro rata basis to all of our public stockholders;

Ø	we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination;
Ø	prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in this offering on a business combination;
Ø	our audit committee must monitor compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, the audit committee is charged with the immediate responsibility to take all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering; and
Ø	the audit committee must review and approve all payments made to our officers, directors and our and their affiliates, other than the payment of an aggregate of $7,500 per month to Bancorp for office space, secretarial and administrative services, and any payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

In addition, we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion

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from an unaffiliated, independent investment banking firm that is a member of FINRA that a business combination with such target business is fair to our stockholders from a financial point of view.

Our amended and restated certificate of incorporation requires that before we consummate our initial business combination we must obtain unanimous consent of our stockholders to amend these provisions. However, the validity of unanimous consent provisions under Delaware law has not been settled. A court could conclude that the unanimous consent requirement constitutes a practical prohibition on amendment in violation of the stockholders’ statutory rights to amend the corporate charter. In that case, these provisions could be amended without unanimous consent, and any such amendment could reduce or eliminate the protection these provisions afford to our stockholders. However, we view all of the foregoing provisions as obligations to our stockholders. Neither we nor our board of directors will propose any amendment to these provisions, or support, endorse or recommend any proposal that stockholders amend any of these provisions at any time prior to the consummation of our initial business combination (subject to any fiduciary obligations our management or board may have). In addition, we believe we have an obligation in every case to structure our initial business combination in a way that will allow us to proceed only if not more than 30% of the shares sold in this offering (minus one share) vote against the proposed business combination and elect to be converted to cash.

If third parties bring claims against us, or if we go bankrupt, the proceeds held in trust could be reduced and the per-share liquidation price received by you will be less than approximately $9.90 per share (or approximately $9.87 per share if the over-allotment option is exercised in full).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although before we complete our initial business combination, we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. We have not engaged any such third parties or asked for or obtained any such waiver agreements at this time. It is also possible that such waiver agreements would be held unenforceable and there is no guarantee that the third parties would not otherwise challenge the agreements and later bring claims against the trust account for monies owed them. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Accordingly, the proceeds held in trust could be subject to claims that would take priority over the claims of our public stockholders and, as a result, the per-share liquidation price could be less than approximately $9.90 (or approximately $9.87 per share if the over-allotment option is exercised in full). Bancorp and our sponsor have agreed that they will be jointly and severally liable to us if and to the extent claims by third parties reduce the amounts in the trust account available for payment to our stockholders in the event of a liquidation and the claims are made by a vendor for services rendered, or products sold, to us or by a prospective business target. However, the agreement entered into by Bancorp and our sponsor specifically provides for two exceptions to the indemnity given: there will be no liability (1) as to any claimed amounts owed to a third party who executed a legally enforceable waiver, or (2) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Furthermore, there could be claims from parties other than vendors, third parties with which we entered into a contractual relationship or target businesses that would not be covered by the indemnity from Bancorp and our sponsor, such as stockholders and other claimants who are not parties in contract with us who file a claim for damages against us. To the extent that Bancorp and our sponsor refuse to indemnify us for a claim we believe should be indemnified, our officers and directors by virtue of their fiduciary obligations will be obligated to bring a claim against Bancorp and our sponsor to enforce such

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indemnification. We have not asked Bancorp or our sponsor to reserve for such an eventuality, and we cannot assure you that they would be able to satisfy those obligations.

In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you that we will be able to return at least approximately $9.90 per share (or approximately $9.87 per share if the over-allotment option is exercised in full) to our public stockholders.

Since we have not yet selected a particular target business with which to complete our initial business combination, you will be unable to currently ascertain the merits or risks of the business in which we may ultimately operate.

Because we have not yet selected a particular target business with which to complete our initial business combination,, there is no current basis for you to evaluate the possible merits or risks of the target business or businesses with which we may ultimately enter an initial business combination. Although the members of our management team will evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risks present in that target business. Even if we properly assess those risks, some of them may be outside of our control or ability to affect. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of a target business, please see “Proposed Business—Effecting a Business Combination.”

Our stockholders may be held liable for third parties’ claims against us to the extent of distributions received by them following our dissolution.

Our amended and restated certificate of incorporation provides that we will continue in existence only until          , 2010 [24 months from the completion of this offering]. When we seek approval of an initial business combination, we will also seek to amend this provision to permit our continued existence. If we have not completed our initial business combination by that date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law. Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by those stockholders in a dissolution. However, if the corporation complies with procedures intended to ensure that it makes reasonable provision for all claims against it, the liability of stockholders with respect to any claim against the corporation is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder. In addition, if the corporation undertakes additional specified procedures, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidation distributions are made to stockholders, any liability of stockholders would be barred with respect to any claim on which an action, suit or proceeding is not brought by the third anniversary of the dissolution (or such longer period directed by the Delaware Court of Chancery). While we intend to adopt a plan of distribution making reasonable provision for claims against the company in compliance with the Delaware General Corporation Law, we do not intend to comply with the additional procedures, as we instead intend to distribute the balance in the trust account to our public stockholders as promptly as practicable following termination of our corporate existence. Accordingly, any liability our stockholders may have could extend beyond the third anniversary of our dissolution. We cannot assure you that any reserves for claims and liabilities that we believe to be reasonably

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Risk factors

adequate when we adopt our plan of dissolution and distribution will suffice. If such reserves are insufficient, stockholders who receive liquidation distributions may subsequently be held liable for claims by creditors of our company to the extent of the distributions they receive.

A decline in interest rates could limit the amount available to fund our search for a target business or businesses and complete a business combination since we will depend on interest earned on the trust account to fund our search, to pay our tax obligations and to complete a business combination.

Of the net proceeds of this offering, no more than $50,000 will be available to us initially outside the trust account to fund our working capital requirements. We will depend on sufficient interest being earned on the proceeds held in the trust account to provide us with additional working capital we will need to identify one or more target businesses and to complete a business combination. The funds held in trust will be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or the Investment Company Act, having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. While we are entitled to have released to us for such purposes interest income earned on the funds in the trust account up to a maximum of $2.0 million, a substantial decline in interest rates may result in our having insufficient funds available with which to structure, negotiate or close a business combination. In such event, we would need to borrow funds or raise additional investments from our officers and directors or others to operate, although our officers and directors are under no obligation to advance funds to, or to invest in, us. If we have insufficient funds available, we may be forced to liquidate.

Because of our limited resources and the significant competition for business combination opportunities we may not be able to consummate an attractive initial business combination.

We expect to encounter intense competition from other entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds, private equity funds and public and private companies (including blank check companies like ours). Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. In addition, the fact that only a limited number of blank check companies have completed a business combination may be an indication that there are only a limited number of attractive target businesses available to such entities or that many privately-held target businesses may not be inclined to enter into business combinations with publicly held blank check companies like ours. Further:

Ø	our obligation to seek shareholder approval of a business combination may materially delay the consummation of a transaction;
Ø	our obligation to convert into cash up to 30% of the shares of common stock held by public stockholders (minus one share), if exercised by dissenting stockholders, may materially reduce the resources we have available for a business combination; and
Ø	our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by some target businesses.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. We cannot assure you that we will be able to successfully compete for an

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Risk factors

attractive business combination. Additionally, because of these factors, we cannot assure you that we will be able to effectuate a business combination within the required time periods. If we are unable to find a suitable target business within the required time periods, we will be forced to liquidate.

We may be unable to obtain additional financing if necessary to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

We believe that the net proceeds of this offering, the sale of the founders’ units and the sale of the private placement warrants will be sufficient to allow us to consummate our initial business combination. However, because we have no oral or written agreements or letters of intent to engage in a business combination with any entity, we cannot assure you that we will be able to complete our initial business combination or that we will have sufficient capital with which to complete a combination with a particular target business. If the net proceeds of this offering, and the sale of the additional founder’s warrants and the proceeds we will receive from the sale of the co-investment units are not sufficient to facilitate a particular business combination because:

Ø	of the size of the target business;
Ø	the offering proceeds not in trust and funds available to us from interest earned on the trust account balance are insufficient to fund our search for and negotiations with a target business; or
Ø	the conversion rights of dissenting stockholders,

we will be required to seek additional financing which may not be available on acceptable terms, or at all. If we cannot obtain additional financing to consummate a particular business combination, we would be compelled to restructure or abandon the transaction and seek an alternative target business.

In addition, it is possible that we could use a portion of the funds not in the trust account (including amounts we borrowed, if any) to make a deposit, down payment or fund a “no-shop” provision with respect to a particular proposed business combination, although we do not have any current intention to do so. If we were ultimately required to forfeit such funds, and we had already used up the funds allocated to due diligence and related expenses in connection with the abandoned transaction, we could be left with insufficient funds to continue searching for, or conduct due diligence with respect to, other potential target businesses.

Even if we do not need additional financing to consummate an initial business combination, we may require additional capital—in the form of debt, equity, or a combination of both—to operate or grow any potential business we may acquire. We may be unable to obtain such additional capital. Other than the co-investment, none of our officers or directors or any other party is required to provide any financing to us in connection with, or following, our initial business combination.

If we issue capital stock or convertible debt securities to complete our initial business combination, your equity interest in us could be reduced or there may be a change in control of our company.

Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option and forfeiture of the 375,000 founders’ units), there will be 71,700,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants, including the founders’ warrants and the private placement warrants), and all of the shares of preferred stock available for issuance. Other than the units sold in this offering and the private placement warrants, we have no other commitments as of the date of this offering to issue any additional

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Risk factors

securities. We may issue a substantial number of additional shares of our common stock or may issue preferred stock, or a combination of both, including through convertible debt securities, to complete an initial business combination. Our issuance of additional shares of common stock or any preferred stock:

Ø	may significantly reduce your equity interest in us;
Ø	will likely cause a change in control if a substantial number of our shares of common stock are issued, which may, among other things, limit our ability to use any net operating loss carry-forwards we have, and may result in the resignation or removal of our officers and directors; and
Ø	may cause the market price for our common stock to decline.

The value of your investment in us may decline if any of these events occur.

If we issue debt securities to acquire or finance a target business, our liquidity may be reduced and the combined business may face significant interest expense.

We may elect to enter into a business combination that requires us to issue debt securities as part of the purchase price for a target business or to finance the purchase price. If we issue debt securities, such issuances will increase interest expense for the post-combination business and may reduce our liquidity if:

Ø	there is a default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay principal and interest obligations on our debt;
Ø	there is an acceleration of interest or principal, which could occur even if we are then current in our debt service obligations, if the debt securities have covenants that require us to meet certain financial ratios or maintain designated reserves and such covenants are breached without waiver or renegotiation;
Ø	we are required to make immediate payment of all principal and accrued interest, if any, if the debt securities are payable on demand;
Ø	we are unable to obtain any additional financing, if necessary, if the debt securities contain covenants restricting our ability to incur indebtedness; or
Ø	the debt securities contain covenants that limit our ability to pay dividends on our common stock, to acquire capital assets or make additional acquisitions.

For a more complete discussion of alternative structures for a business combination and the possibility that we may incur debt to finance our initial business combination, please see “Proposed Business—Effecting a Business Combination—Selection of a target business and structuring of an initial business combination.”

The existing holders will collectively own approximately 20% of our shares of common stock and may influence certain actions requiring a stockholder vote.

The existing holders will collectively own approximately 20% of our issued and outstanding shares of common stock when this offering is completed. This ownership interest, together with any other acquisitions of our shares of common stock (or warrants which are subsequently exercised), could allow the sponsor to influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions after completion of our initial business combination. The interests of our existing holders and your interests may not always align and taking actions which require approval of a majority of our stockholders, such as selling the company, may be more difficult to accomplish.

In addition, the existing holders have agreed, in connection with the stockholder vote required to approve our initial business combination, to vote all of their founders’ shares either for or against the initial business combination as determined by the totality of the stockholder vote and each of them

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Risk factors

together has agreed that if any of them acquire additional shares of common stock in or following this offering, they will vote all such acquired shares in favor of our initial business combination. Accordingly, shares of common stock owned by the existing holders will not have the same voting or conversion rights as our public stockholders with respect to a potential initial business combination, and none of the existing holders will be able to exercise the conversion rights with respect to any of our shares that it, he or she may acquire prior to, in or after this offering. Any purchases of stock in the offering or following this offering will be based solely upon the judgment of such person or entity (and may be made to impact the shareholder vote to approve a business combination) and are expected to be effected through open market purchases or privately negotiated transactions. However, none of our existing holders has indicated to us any intent to purchase our securities in the offering or following the offering. Moreover, following the offering, we believe that our existing holders will often be in possession of material non-public information about us that will restrict their ability to make purchases of our securities.

Since our sponsor will lose its entire investment in us if a business combination is not consummated and may be required to pay costs associated with our liquidation, our sponsor may purchase shares of our common stock from stockholders who would otherwise choose to vote against a proposed business combination or exercise their redemption rights in connection with such business combination.

The existing holders own 2,875,000 units (375,000 of which will be forfeited if the over-allotment is not exercised) which, assuming a value equal to the offering price of the units in this offering, would have an aggregate value of $28,750,000. These units will be worthless if we do not consummate a business combination. In addition, our sponsor entered into an agreement with us to purchase 3,300,000 warrants exercisable for our common stock (for an aggregate of $3,300,000), which will also be worthless if we do not consummate a business combination. Additionally, in the event we are forced to liquidate, to the extent the funds necessary to complete our liquidation are not available from the $50,000 held outside of the trust account or from the $2.0 million of interest earned that we may withdraw from the trust account, we may request that the trustee release to us an additional amount of up to $75,000 of such accrued interest to pay those costs and expenses. Should there be no such interest available or should those funds still not be sufficient, our sponsor and Bancorp have agreed jointly and severally to reimburse us for our out-of-pocket costs associated with our dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to the dissolution and liquidation. The excluded costs will remain our obligation and may become claims against the trust account.

Given the interest that our sponsor, Bancorp, and our and their officers and directors have in a business combination being consummated, it is possible that they will acquire securities from public stockholders (in the open market and/or in privately negotiated transactions) who would otherwise have elected to redeem their shares of our common stock in order to vote in favor of the proposed business combination and insure that the business combination will be approved, which could result in a business combination being approved even if, after the announcement of the business combination, 30% or more of our public stockholders would have elected to exercise their redemption rights, or more than 50% of our public stockholders would have voted against the business combination but for the purchases made by our sponsor. Any privately negotiated transaction with a stockholder would include a contractual acknowledgement that such stockholder, although still the record holder of our common stock, is no longer the beneficial owner thereof and therefore agrees to vote such shares of common stock as directed by our sponsor. If our sponsor Bancorp or any of our or their officers and directors purchase shares in privately negotiated transactions from stockholders who have already cast votes against the proposed business acquisition and requested redemption of their shares, such selling stockholders would be required to revoke their prior votes against the proposed acquisition and to revoke their prior elections to redeem their shares and to cast new votes in favor of the proposed

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Risk factors

acquisition. The revocation of prior negative votes and substitution therefor of votes in favor of the proposed acquisition would have the effect of reducing redemptions and increasing votes in favor of the proposed acquisition, thereby making it more likely that a proposed business combination would be approved. Any purchases by our sponsor or its officers and directors could therefore be deemed to be contrary to the intent of the foregoing shareholder protection mechanisms. All such purchases will be reported as required by applicable law and SEC regulations.

Because the founders’ shares will not participate in liquidation distributions by us, our sponsor, officers, directors and our management team may have a conflict of interest in deciding if a particular target business is a good candidate for an initial business combination.

Our sponsor, officers and directors have waived their right to receive distributions with respect to the founders’ shares if we liquidate because we fail to complete a business combination. In addition, our sponsor has entered into an agreement with us to purchase 3,300,000 warrants in a private placement. Those shares of common stock and all of the warrants owned by them will be worthless if we do not consummate our initial business combination.

The exercise of discretion by our officers and directors in identifying and selecting one or more suitable target businesses may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

We may enter into agreements with consultants or financial advisers that provide for the payment of fees upon the consummation of a business combination, and, therefore, such consultants or financial advisers may have conflicts of interest.

If we agree to pay consultants or financial advisers fees that are tied to the consummation of a business combination, they may have conflicts of interests when providing services to us, and their interests in such fees may influence their advice with respect to a potential business combination.

In certain circumstances, our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing itself and our company to claims of punitive damages.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders

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Risk factors

promptly after the termination of our existence by operation of law, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

We may have only limited ability to evaluate the management of the target business.

We may have only limited ability to evaluate the management of the target business. Although we intend to closely scrutinize the management of a prospective target business in connection with evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of management will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company and the securities laws, which could increase the time and resources we must expend to assist them in becoming familiar with the complex disclosure and financial reporting requirements imposed on U.S. public companies, including the requirement to maintain an effective system of internal controls. This could be expensive and time-consuming and could lead to various regulatory issues that may adversely affect the price of our stock.

We will not be required to obtain an opinion from an investment banking firm as to the fair market value of a proposed business combination if our board of directors independently determines that the target business has sufficient fair market value except where Bancorp or our or their affiliates, officers or directors has a financial interest. It is possible that any opinion that we do obtain could only be relied upon by our board of directors and not by our stockholders.

The initial target business that we acquire must have a fair market value equal to at least 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions of $3,500,000 or $4,025,000 if the over-allotment option is exercised in full) at the time of our initial business combination. There is no limitation on our ability to raise funds privately or through loans that would allow us to acquire a target business or businesses with a fair market value in an amount considerably greater than 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions as described above) at the time of our initial business combination. We have not had any preliminary discussions nor do we have any plans, agreements or commitments, with respect to financing arrangements with any third party. The fair market value of such business will be determined by our board of directors based on all relevant information available at the time, which may differ on a case-by-case basis depending on the specific nature of the target and the structure of the transaction, including the projected performance of the target based on its potential under our business plan (as determined in part upon standards generally accepted by the financial community). If our board is not able to independently determine that the target business has a sufficient fair market value, or if Bancorp or our or their affiliates, officers or directors has a financial interest in the target business, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA with respect to the satisfaction of such criteria. We expect that any such opinion would be included in our proxy solicitation materials furnished to our stockholders in connection with the stockholder vote on our initial business combination, and that such independent investment banking firm will be a consenting expert. Although management has not consulted with any investment banker in connection with such an opinion, it is anticipated that the opinion shall only be relied upon by our board of directors and not by our stockholders. We will not be required to obtain an opinion from an investment banking firm as to the fair market value of the business if our board of directors independently determines that the target business or businesses has sufficient fair market value to meet the threshold criterion. In addition, if our board of directors has informed stockholders that it

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believes that a target business meets the 80% threshold criterion, the board will provide stockholders with valuations or quantify the value of any target. Further, if we issue shares in order to acquire a target and such issuance causes the investors in this offering to collectively become minority stockholders, we will not be required to obtain an opinion or independently opine on whether the transaction is fair to our stockholders.

We may require stockholders who wish to convert their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

We may require public stockholders who wish to convert their shares in connection with a proposed business combination either to tender their certificates to our transfer agent at any time prior to the vote taken at the stockholder meeting relating to such initial business combination or to deliver their shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC system, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares. In addition, there is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker approximately $35.00 and it would be up to the broker whether or not to pass this cost on to the converting holder.

Certain of our officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. These conflicts could impair our ability to consummate a business combination.

Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. We do not intend to have any full time employees prior to the consummation of a business combination. Our executive officers are engaged in several other business endeavors, which we describe in “Management—Directors and Executive Officers,” and are not obligated to contribute any specific number of hours per week to our affairs. If our executive officers’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could impair our ability to consummate a business combination. For a discussion of the potential conflicts of interest of which you should be aware, see “Management—Conflicts of interest.” We cannot assure you that these conflicts will be resolved in our favor. As a result, we may miss out on a potential transaction.

Our sponsor or members of our management team and our directors are or may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time and business opportunities.

Our sponsor or members of our management and our directors are or may in the future become affiliated with other entities including other blank check companies engaged in business activities similar to those intended to be conducted by us. Due to these affiliations, they and our other directors

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may have fiduciary obligations to present potential business opportunities to those entities prior to presenting them to us, which could cause them to have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a discussion of our management’s business affiliations and the potential conflicts of interest of which you should be aware, see “Management—Conflicts of Interest.” We cannot assure you that these conflicts will be resolved in our favor. As a result, we may miss out on a potential transaction.

We may engage in a business combination with one or more target businesses that have relationships or are affiliated with our existing stockholder, directors or officers, which may raise potential conflicts.

We may engage in a business combination with one or more target businesses that have relationships or are affiliated (as defined in Rule 405 of the Securities Act) with our existing stockholders, sponsor, directors or officers, which may raise potential conflicts. Also, the completion of a business combination between us and an entity owned by a business in which one of our directors or officers may have an interest could enhance their prospects for future business from such client. To minimize potential conflicts of interest, we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA, that a business combination with such target business is fair to our stockholders from a financial point of view. For a discussion of our management’s business affiliations and the potential conflicts of interest of which you should be aware, see “Management—Conflicts of Interest.”

Our officers, directors, securityholders and their respective affiliates may have a pecuniary interest in certain transactions in which we are involved, and may also compete with us.

We have adopted certain policies to reduce conflicts of interest including the following:

Ø	In the event we seek to complete a business combination with affiliates, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA, that such a business combination is fair to our stockholders from a financial point of view.
Ø	We will not to enter into any transaction with affiliates without the prior approval by a majority of our disinterested, independent directors who had access, at our expense, to our attorneys or independent legal counsel, and unless our disinterested, independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
Ø	Our audit committee will review and approve all payments made to affiliates, other than the payment of an aggregate of $7,500 per month to Bancorp for office space, secretarial and administrative services, and any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

However, we have not adopted a policy that expressly prohibits our directors, officers, securityholders or affiliates from having a direct or indirect pecuniary interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

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We may use resources in pursuing initial business combinations that are not consummated, which will reduce the resources available to pursue a subsequent initial business combination.

We expect that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, and others. If we decide not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if we agree to acquire a specific target business, we may fail to consummate the transaction for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred, which will reduce the resources available to us to pursue subsequent attempts to consummate an initial business combination.

Our officers’ and directors’ interests in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a conflict of interest in determining whether a particular target business is appropriate for an initial business combination and in the public stockholders’ best interest.

Unless we consummate our initial business combination, our officers, directors and sponsor and our sponsor’s employees will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and the up to $2.0 million of interest income from the trust account that may be released to us as working capital. These amounts are based on management’s estimates of the funds needed to finance our operations for the next 24 months and to pay expenses in identifying and consummating our initial business combination. Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment in connection with our initial business combination or pay exclusivity or similar fees or if we expend a significant portion in pursuit of an initial business combination that is not consummated. Our officers and directors may, as part of any business combination, negotiate the repayment of some or all of any such expenses. If the target business’s owners do not agree to such repayment, this could cause our management to view such potential business combination unfavorably, thereby resulting in a conflict of interest. The financial interest of our officers, directors and sponsor could influence our officers’ and directors’ motivation in selecting a target business and therefore there may be a conflict of interest when determining whether a particular business combination is in the stockholders’ best interest.

We will probably complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, meaning our operations will depend on a single business.

The net proceeds from this offering and the sale of the additional founder’s warrants will provide us with approximately $95,500,000 (approximately $109,450,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination. Our initial business combination must be with a target business or businesses with a fair market value of at least 80% of the sum of the balance in the trust account at the time of such business combination (excluding deferred underwriting discounts and commissions of $3,500,000 or $4,025,000 if the underwriters’ over-allotment option is exercised in full). Because of the amount available to us, and the uncertainty of the availability of additional financing or the willingness of a target’s stockholders to accept our securities as part of the acquisition consideration, it is likely that we will acquire only one target business as our initial business combination. Other factors that may limit our initial business combination to one target business include the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on

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a combined basis. Additionally, we may encounter numerous logistical issues if we pursue multiple target businesses, including the difficulty of coordinating the timing of negotiations, proxy statement disclosure and closings. We may also be exposed to the risk that our inability to satisfy conditions to closing with one or more target businesses would reduce the fair market value of the remaining target businesses in the combination below the required 80% threshold. Accordingly, the prospects for our success may depend solely on the performance of a single business. If this occurs, our operations will be highly concentrated and we will be exposed to higher risk than other entities that have the resources to complete several business combinations, or that operate in diversified industries or industry segments.

If we do not conduct an adequate due diligence investigation of a target business with which we combine, we may be required subsequently to take write downs or write-offs, restructuring, and impairment or other charges.

In order to meet our disclosure and financial reporting obligations under the federal securities laws, and in order to develop and seek to execute strategic plans for how we can increase the profitability of a target business, realize operating synergies or capitalize on market opportunities, we must conduct a due diligence investigation of one or more target businesses. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. We may have limited time to conduct such due diligence due to the requirement that we complete our initial business combination within 24 months after the consummation of this offering. Even if we conduct extensive due diligence on a target business with which we combine, it may not uncover all material issues relating to a particular target business; moreover, factors outside of the target business and outside of our control may later arise. If our diligence fails to identify issues specific to a target business or the environment in which the target business operates, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

You will experience immediate and substantial dilution from the purchase of our common stock.

The difference between the public offering price per share of our common stock (allocating all of the unit purchase price to the common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and other investors in this offering. The fact that our sponsor and officers and directors acquired their founders’ shares at a nominal price significantly contributes to this dilution. Assuming this offering is completed and no value is ascribed to the warrants included in the units, you and the other new investors will incur an immediate and substantial dilution of approximately 30.7% or $3.07 per share (the difference between the pro forma net tangible book value per share after this offering of $6.93, and the initial offering price of $10.00 per unit). Please see “Dilution” for additional information.

Our outstanding warrants may reduce the market price at which our common stock would otherwise trade and make it more difficult to effect our initial business combination.

The units being sold in this offering include warrants to purchase 10,000,000 shares of common stock (or 11,500,000 shares of common stock if the over-allotment option is exercised in full). The existing holders collectively hold warrants to purchase an aggregate of 6,175,000 shares of our common stock (including shares purchasable upon exercise of the 2,875,000 founders’ warrants, of which up to

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375,000 may be forfeited if the underwriters’ over-allotment option is not exercised or is exercised in part, and the shares purchasable upon exercise of the 3,300,000 private placement warrants). If we seek to issue common stock to complete our initial business combination, the potential issuance of additional shares of common stock on exercise of these warrants could make us a less attractive acquisition vehicle to some target businesses. This is because exercise of any warrants will increase the number of our outstanding shares and which may reduce the value of the shares we seek to issue to complete our initial business combination. Our warrants may make it more difficult to complete our initial business combination or increase the purchase price sought by one or more target businesses. Additionally, the sale or possibility of the sale of the shares underlying the warrants could have an adverse effect on the market price for our common stock or our units, or on our ability to obtain other financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

The grant of registration rights to our existing holders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our common stock.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, (i) the existing holders can demand that we register the resale of the founders’ units, the founders’ shares and the founders’ warrants, and the shares of common stock issuable upon exercise of those warrants and (ii) our sponsor can demand that we register the private placement warrants and the shares of common stock issuable upon exercise of those warrants. The registration rights will be exercisable with respect to the founders’ units, the founders’ shares, the founders’ warrants and shares of common stock issuable upon exercise of those warrants, at any time commencing three months prior to the date on which the relevant securities are no longer subject to transfer restrictions, and with respect to the private placement warrants and the underlying shares of common stock at any time after the execution of a definitive agreement for an initial business combination. We will bear the cost of registering these securities. If the existing holders exercise their registration rights in full, there will be an additional 2,500,000 shares of common stock (assuming no exercise of the over-allotment option and assuming forfeiture of 375,000 founders’ units) and up to 5,800,000 shares (assuming no exercise of the over-allotment option and assuming forfeiture of 375,000 founders’ units) of common stock issuable on exercise of the warrants eligible for trading in the public market. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our common stock that is expected when the securities owned by our sponsor and our officers and directors are registered.

If adjustments are made to the warrants, you may be deemed to receive a taxable distribution without the receipt of any cash.

U.S. holders of units or warrants may, in certain circumstances, be deemed to have received distributions includible in income if adjustments are made to the warrants, even though holders have not received any cash or property as a result of such adjustments. In certain circumstances, the failure to provide for such an adjustment may also result in a constructive distribution to you. In addition, non-U.S. holders of units or warrants may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal withholding tax requirements. See “Material U.S. Federal Income and Estate Tax Consequences” for more detailed information.

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There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Investors therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to our reports of operating losses, one or more potential business combinations, the filing of periodic reports with the SEC, and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

If we are deemed to be an investment company, we must meet burdensome compliance requirements and restrictions on our activities, which may increase the difficulty of completing a business combination.

If we are deemed to be an investment company under the Investment Company Act, the nature of our investments and the issuance of our securities may be subject to various restrictions. These restrictions may make it difficult for us to complete our initial business combination. In addition, we may be subject to burdensome compliance requirements and may have to:

Ø	register as an investment company;
Ø	adopt a specific form of corporate structure; and
Ø	report, maintain records and adhere to voting, proxy, disclosure and other requirements.

We do not believe that our planned principal activities will subject us to the Investment Company Act. In this regard, our agreement with the trustee states that proceeds in the trust account will be invested only in “government securities” and one or more money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. This investment restriction is intended to facilitate our not being considered an investment company under the Investment Company Act. If we are deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would increase our operating expenses and could make our initial business combination more difficult to complete.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 10% of the shares included in the units being sold in this offering.

When we seek stockholder approval of a proposed business combination, we will offer each public stockholder (but not our sponsor or holders of founders’ shares or their permitted transferees with respect to any shares of common stock they owned before this offering) the right to have their shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated. Notwithstanding the foregoing, a public stockholder, together with any affiliate or any other person with whom it is acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 10% of the shares included in the units being sold in this offering. Accordingly, if you purchase more than 10% of the shares included in the units being sold in this offering and a proposed business combination is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold your additional shares or sell them in the open market. We cannot assure you that the value of your additional shares will appreciate over time following a business combination or that the market price of the common stock will exceed the per-share conversion price.

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A determination as to whether a stockholder is acting in concert or as a “group” will be made by our management in the good-faith exercise of their business judgment by reference to filings of such public stockholders and their affiliates under the Exchange Act and applicable rules, regulations and judicial and regulatory interpretations thereof.

The loss of Betsy Cohen could impair our ability to identify and complete our initial business combination.

Our ability to consummate a business combination will depend to a large degree upon Betsy Cohen. We believe that our success depends on her continued service to us, at least until we have consummated a business combination. Due to her managerial roles and partial ownership of our sponsor, Mrs. Cohen has incentives to remain with us. Nevertheless, we do not have an employment agreement with her, or key-man insurance on her life. She may choose to devote her time to other affairs, or may become unavailable to us for reasons beyond her control, such as death or disability. The unexpected loss of her services for any reason could impair our ability to identify and complete our initial business combination.

The AMEX may delist our securities, which could limit investors’ ability to transact in our securities and subject us to additional trading restrictions.

We will seek to have our securities approved for listing on the AMEX upon consummation of this offering. We cannot assure you that our securities will be listed and, if listed, will continue to be listed on the AMEX. Additionally, it is likely that the AMEX would require us to file a new initial listing application and meet its initial listing requirements, as opposed to its more lenient continued listing requirements, at the time of our initial business combination. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the AMEX does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

Ø	a limited availability for market quotations for our securities;
Ø	reduced liquidity with respect to our securities;
Ø	a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;
Ø	limited amount of news and analyst coverage for our company; and
Ø	a decreased ability to issue additional securities or obtain additional financing in the future.

In addition, we would no longer be subject to AMEX rules, including rules requiring us to have a certain number of independent directors and to meet other corporate governance standards.

The determination of the offering price of our units is arbitrary.

Before this offering, there has been no public market for any of our securities. The public offering price of the units, the terms of the warrants, the aggregate proceeds we are raising and the amount to be placed in the trust account were the results of a negotiation between the underwriters and us. The determination of our per-unit offering price and aggregate proceeds was more arbitrary than would typically be the case if we were an operating company.

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Risk factors

If we acquire a target business with operations located outside the United States, we may encounter risks specific to other countries in which such target business operates.

If we acquire a company that has operations outside the United States, we will be exposed to risks that could negatively impact our future results of operations following our initial business combination. The additional risks we may be exposed to in these cases include, but are not limited to:

Ø	tariffs and trade barriers;
Ø	regulations related to customs and import/export matters;
Ø	tax issues, such as tax law changes and variations in tax laws as compared to the United States;
Ø	cultural and language differences;
Ø	foreign exchange controls;
Ø	crime, strikes, riots, civil disturbances, terrorist attacks and wars;
Ø	deterioration of political relations with the United States; and
Ø	changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupation health and safety laws.

If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of U.S. courts predicated upon civil liabilities and criminal penalties against our directors and officers under Federal securities laws.

Foreign currency fluctuations could adversely affect our business and financial results.

In addition, a target business with which we combine may do business and generate sales within other countries. Foreign currency fluctuations may affect the costs that we incur in such international operations. It is also possible that some or all of our operating expenses may be incurred in non-U.S. dollar currencies. The appreciation of non-U.S. dollar currencies in those countries where we have operations against the U.S. dollar would increase our costs and could harm our results of operations and financial condition.

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Because we must furnish our stockholders with target business financial statements prepared in accordance with and reconciled to U.S. generally accepted accounting principles, we will not be able to complete an initial business combination with some prospective target businesses unless their financial statements are first reconciled to U.S. generally accepted accounting principles.

The federal securities laws require that a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports and proxy materials submitted to stockholders. Our initial business combination must be with a target business that has a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of $3,500,000 or $4,025,000 if the over-allotment option is exercised in full) at the time of our initial business combination. We will be required to provide historical and/or pro forma financial information to our stockholders when seeking approval of a business combination with one or more target businesses. These financial statements must be prepared in accordance with, or be reconciled to, U.S. generally accepted accounting principles, or GAAP, and the historical financial statements must be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. If a proposed target business, including one located outside of the United States, does not have financial statements that have been prepared in accordance with, or that can be reconciled to, U.S. GAAP and audited in accordance with the standards of the PCAOB, we will not be able to acquire that proposed target business. These financial statement requirements may limit the pool of potential target businesses with which we may combine.

RISKS RELATED TO FINANCIAL TECHNOLOGY BUSINESSES

Business combinations with financial technology businesses may involve special considerations and risks. If we complete our initial business combination with a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business we acquire:

We may be subject to claims from both the firms to whom we provide our products and services and the clients they serve.

If the products or services we provide relate to the facilitation of financial transactions, such as funds or securities settlement systems, and a failure or compromise of our product or service results in loss to a customer or its clients, we may be liable for such loss. The amount of the loss could be significantly greater that the revenues we derived from providing the product or service.

If we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects may decline.

We expect that the markets for the products and services of any target business we acquire will likely be characterized by rapid technological change, frequent new product introductions and evolving industry standards. The introduction of products and services embodying new technologies and the emergence of new industry standards can render existing products and services obsolete and unmarketable in short periods of time. We expect new products and services, and enhancements to existing products and services, will be developed and introduce by others, which will compete with the products and services that we offer. Our success will depend upon our ability to enhance current products and services and to develop and introduce new products and services that keep pace with technological developments and emerging industry standards. If we are unable to develop and introduce new products and services or enhancements in a timely manner, or if a release of a new product or service does not achieve market acceptance, our revenues and future prospects may decline.

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Risk factors

Our ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes.

We expect that the customer base for our products or services will be principally banks and other financial institutions such as insurance companies and securities firms, all of which are subject to extensive regulation. Any product or service we supply to these firms will likely be affected by and designed to comply with the customer’s regulatory environment. If the regulatory environment affecting a particular product or service changes, the product or service could become obsolete or unmarketable, or require extensive and expensive modification. As a result, regulatory changes may impair our revenues and our profitability. If we only provide a single product or service, a change in the applicable regulatory environment could cause a significant business interruption and loss of revenue until appropriate modifications are made. Moreover, if the regulatory change eliminates the need for the product or service, or if the expense of making necessary modifications exceeds our resources or available financing, we may be unable to continue in business.

Difficulties with any products or services we provide could damage our reputation and business.

We expect that market acceptance of our products and services will depend upon the reliable operation and security of our systems and their connection to the systems of our customers. Any operational or connectivity failures, system outages or security breaches would likely result in revenue loss to us until corrected and could result in client dissatisfaction, causing them to terminate or reduce their business dealings with us. It may also damage our business reputation, making it more difficult for us to obtain new customers and maintain or expand our business.

A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business.

Depending upon the type of financial technology business we acquire, in the course of providing services to our customers we may collect, process and retain sensitive and confidential information on our customers and their clients. A failure of our systems due to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other causes could result in the misappropriation, loss or other unauthorized disclosure of confidential customer information. Any such failure could result in damage to our reputation with our customers, expose us to the risk of litigation and liability, disrupt our operations, and impair our ability to operate profitably.

We may not be able to protect our intellectual property and we may be subject to infringement claims.

We expect to rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect any proprietary technology of a target business. Although we intend to protect vigorously any intellectual property we acquire, third parties may infringe or misappropriate our intellectual property or may develop competitive technology. Our competitors may independently develop similar technology, duplicate our products or services or design around our intellectual property rights. We may have to litigate to enforce and protect our intellectual property rights, trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our business and ability to compete.

40

Risk factors

We also may be subject to claims by third parties for infringement of another party’s proprietary rights, or for breach of copyright, trademark or license usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages. An adverse determination in any litigation of this type could require us to design around a third party’s intellectual property, obtain a license for that technology or license alternative technology from another party. None of these alternatives may be available to us at a price which would allow us to operate profitably. In addition, litigation is time consuming and expensive to defend and could result in the diversion of the time and attention of management and employees. Any claims from third parties may also result in limitations on our ability to use the intellectual property subject to these claims.

41

Cautionary note regarding forward-looking statements

The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “approximate,” “shall” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

Ø	our ability to complete our initial business combination;
Ø	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
Ø	the allocation by our officers and directors of their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
Ø	our potential ability to obtain additional financing to complete a business combination;
Ø	the pool of prospective target businesses;
Ø	the ability of our officers and directors to generate a number of potential investment opportunities;
Ø	potential changes in control if we acquire one or more target businesses for stock;
Ø	the potential liquidity and trading of the securities we issue in the offering;
Ø	the listing or delisting of our securities from the AMEX or our ability to have our securities listed on the AMEX following our initial business combination;
Ø	our use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
Ø	our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. We cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We caution you therefore to not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. The forward-looking statements contained in this prospectus are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

42

Use of proceeds

We estimate that the net proceeds of this offering, together with our sponsor’s $3,300,000 investment in the private placement warrants that will be held in the trust account, will be used as set forth in the following table:

	Without over-			Over-allotment
	allotment option			option exercised
Offering gross proceeds	$	100,000,000		$	115,000,000
Additional founder’s warrants		3,300,000			3,300,000
Total gross proceeds	$	103,300,000		$	118,300,000
Offering expenses(1)(2)
Underwriting discount (7.0% of offering gross proceeds)(3)	$	7,000,000		$	8,050,000
Legal fees and expenses		400,000			400,000
Printing and engraving expenses		100,000			100,000
Accounting fees and expenses		50,000			50,000
SEC registration fee		4,520			4,520
FINRA registration fee		12,000			12,000
American Stock Exchange fees		70,000			70,000
Miscellaneous expenses		113,480			113,480
Total offering expenses	$	7,750,000		$	8,800,000
Proceeds after offering expenses	$	95,550,000		$	109,500,000
Net proceeds not held in trust account		(50,000	)		(50,000	)
Deferred underwriting discounts and commissions held in trust account(3)		3,500,000			4,025,000
Total held in trust account(3)	$	99,000,000		$	113,475,000
Proceeds held in trust account net of deferred underwriting discounts and commissions	$	95,500,000		$	109,450,000

43

Use of proceeds

			Percent of net proceeds
			not in trust and interest income
	Amount		earned on the trust account
Use of net proceeds not held in the trust account ($50,000) and up to $2.0 million of the interest income earned on the trust account that may be released to us to cover our working capital requirements(4)
Legal, accounting and other expenses, including due diligence expenses, and due diligence of the prospective target business by our affiliates, advisors, directors and officers, and reimbursement of out-of-pocket expenses incurred in connection with the investigation, structuring and negotiation of our initial business combination	$	1,000,000		48.78	%
Payment to Bancorp for office space, administrative and support services (approximately $7,500 per month for up to two years)		180,000		8.78	%
Legal and accounting fees relating to SEC reporting obligations		200,000		9.76	%
Working capital to cover miscellaneous expenses (potentially including deposits or down payments for a proposed initial business combination), director and officer liability insurance premiums, brokers’ retainer fees, finder’s fees, consulting fees or other similar compensation		670,000		32.68	%
Total(4)	$	2,050,000		100	%

(1)	A portion of the expenses have been or will be paid from a loan we received from our sponsor. This loan will be repaid out of the proceeds of this offering not being placed in the trust account or with interest income earned on the trust account balance.
(2)	Some of these expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth in this table. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring an initial business combination based upon the level of complexity of that initial business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.
(3)	The amount of underwriting discount and the amount held in the trust account include $3,500,000 (or $4,025,000 if the underwriters exercise their over-allotment option in full) that will be paid to the underwriters upon consummation of the initial business combination and will not be available to us. In the event that we do not consummate our initial business combination within the required time period, the underwriters will forfeit any right to that amount, which will be included in the liquidation distribution to our public stockholders.
(4)	We expect to fund our operating expenses from interest earned on the trust account and the initial $50,000 of net proceeds not held in the trust account. An aggregate $2.0 million of the interest income earned on the trust account will be released to us to fund our working capital requirements.

A total of approximately $99,000,000 (or approximately $113,475,000 if the underwriters exercise their over-allotment option in full), including $95,500,000 of the net proceeds from this offering and

44

Use of proceeds

the sale of the private placement warrants (or $109,450,000 if the underwriters exercise their over-allotment option in full) and $3,500,000 (or $4,025,000 if the underwriters exercise their over-allotment option in full) of deferred underwriting discounts and commissions will be placed in a trust account maintained by American Stock Transfer & Trust Company, as trustee. Except for a portion of the interest income to be released to us (as described in more detail below), the proceeds held in trust will not be released from the trust account until the earlier of the completion of our initial business combination or our liquidation. If we consummate an initial business combination, all amounts held in the trust account (excluding deferred underwriting discounts and commissions of $3,500,000 (or $4,025,000 if the underwriters exercise their over-allotment option in full), which will be paid to the underwriters) that are not (i) paid to public stockholders exercising their conversion rights or (ii) previously released to us as described below to pay income taxes or as working capital, will be released to us upon the closing of our initial business combination, which must involve one or more target businesses with a fair market value of at least 80% of the sum of the balance in the trust account. The funds released to us may be used to pay all or a portion of the purchase price of our initial business combination. We may apply any funds released to us from the trust account not used to pay the purchase price—for example, because we paid all or a portion of the purchase price for our initial business combination using stock or debt securities—for general corporate purposes, including for maintenance or expansion of operations of an acquired business or businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies, or for working capital. We intend to use the excess working capital for director and officer liability insurance premiums, with the balance being held in reserve for use if due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our existing stockholders in connection with activities on our behalf as described below. Such working capital may include brokers’ retainer fees, finder’s fees, consulting fees or other similar compensation and reserves.

We have allocated $50,000 of the offering proceeds to fund a portion of our working capital. We intend to fund the majority of our working capital requirements from a portion of the interest earned on the proceeds being held in the trust account. Under the terms of the investment management trust agreement, up to $2.0 million of interest may be released to us in such amounts and at such intervals as we request, subject to availability and to the maximum cap of $2.0 million. Although we do not know the rate of interest to be earned on the trust account and are unable to predict an exact amount of time it will take to complete an initial business combination, we believe that, following the completion of this offering, it will take some time to find a prospective target and take all of the steps necessary to complete an initial business combination. We anticipate that, even at an interest rate of 3% per annum, the interest that will accrue on the trust account during the time it will take to identify a target and complete an acquisition will be sufficient to fund our working capital requirements. However, if interest payments are not sufficient to fund these requirements, or are not available to fund the expenses at the time we incur them, we may be required to seek additional capital from third parties. In such event, we might seek loans or additional investments from our officers or directors or other third parties. However, our officers and directors are under no obligation to advance funds to us or to invest in us.

We expect that due diligence of prospective target businesses will be performed by some or all of our existing holders and other Bancorp or Bank employees. We may engage market research firms or third-party consultants to assist us with performing due diligence and valuations of the target company. No compensation of any kind (including finder’s and consulting fees) will be paid to any of our officers or directors, or any of our or their affiliates, for services rendered to us prior to or in connection with the consummation of our initial business combination, including in connection with such due diligence activities. However, our officers and directors and our sponsor and its employees will receive reimbursement for any out-of-pocket expenses (such as travel expenses) incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due

45

Use of proceeds

diligence on a suitable initial business combination, and Bancorp will be entitled to receive payments of an aggregate of $7,500 per month for office space, secretarial and administrative services. Our audit committee will review and approve all payments made to our officers, directors, sponsor or our or their affiliates, other than the $7,500 per month payment described above, and any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Reimbursement for such expenses will be paid by us out of the funds not held in trust as well as the interest income of up to $2.0 million earned on the trust account.

In addition, it is also possible that we could use a portion of the funds not in the trust account to pay finder’s fees, consulting fees or other similar compensation, or make a deposit, down payment or fund a “no-shop” provision with respect to a particular proposed initial business combination, although we do not have any current intention to do so. In the event that we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), if the amount were large enough and we had already used up the other funds available to us, we could be left with insufficient funds to continue searching for other potential target businesses or otherwise fund our business. In such case, if we were unable to secure additional financing, we would most likely fail to consummate an initial business combination in the allotted time and be forced to liquidate.

We believe that amounts not held in trust as well as the interest income of up to $2.0 million earned on the trust account balance that may be released to us will be sufficient to pay the costs and expenses for which such proceeds have been allocated. This belief is based on the fact that in-depth due diligence will most likely be undertaken only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount of such costs, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. To the extent that such expenses exceed the amounts not held in the trust account and the interest income of up to $2.0 million that may be released to us from the trust account, such out-of-pocket expenses could not be reimbursed by us unless we consummate an initial business combination. Since the role of present management after an initial business combination is uncertain, we have no current ability to determine what remuneration, if any, will be paid to present management after our initial business combination. Our officers and directors may, as part of any such combination, negotiate the repayment of some or all of the out-of-pocket expenses incurred by them that have not been reimbursed prior to the initial business combination’s closing. If the target business’s owners do not agree to such repayment, this could cause our officers and directors to view such potential initial business combination unfavorably and result in a conflict of interest.

As of March 24, 2008, our sponsor had loaned us a total of $100,000 evidenced by a promissory note, which was used to pay a portion of the expenses of this offering referenced in the line items above, including certain organizational expenses. This loan bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009. The promissory note defines ‘prime’ as the Prime Rate as published in the Money Rates section of the Wall Street Journal, Eastern Edition, printed edition. This note will be repaid out of the proceeds of this offering not being placed in the trust account.

We have agreed to pay Bancorp a total of $7,500 per month for office space, administrative services and secretarial support. This fee will commence once we complete this offering. We believe, based on rents and fees for similar services in the Philadelphia/Wilmington area that the fee charged by our sponsor is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of a business combination or the distribution of the trust account to our public stockholders.

46

Use of proceeds

The allocation of the net proceeds available to us outside of the trust account, along with the available interest earned on the funds held in the trust account, represents our best estimate of the intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above described categories.

To the extent that our capital stock or debt financing is used in whole or in part as consideration to effect our initial business combination, any proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the combined business.

The $50,000 of net proceeds of this offering not held in the trust account and not immediately required for the purposes set forth above will be invested only in U.S. “government securities” within the meaning of section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and one or more money market funds, selected by us, which invest principally in either short-term securities issued or guaranteed by the United States having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition or tax exempt municipal bonds issued by governmental entities located within the United States, so that we are not deemed to be an investment company under the Investment Company Act.

A public stockholder will be entitled to receive funds from the trust account only in the event of our liquidation if we fail to complete our initial business combination within the allotted time or if the public stockholder converts such shares into cash in connection with an initial business combination that the public stockholder voted against and that we actually complete. In no other circumstances will a public stockholder have any right or interest of any kind in or to funds in the trust account. The funds a public stockholder will be entitled to receive from the trust account would include interest earned on his, her or its portion of the trust account, net of taxes payable with respect to such interest, less interest income released to us from the trust account in the manner described above, and, in the event of our liquidation for failure to consummate an initial business combination within the allotted time, less interest of up to $75,000 that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. Should there be no such interest available or should those funds still not be sufficient, our sponsor and Bancorp have agreed jointly and severally to reimburse us for our out-of-pocket costs associated with our dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to the dissolution and liquidation. The excluded costs will remain our obligation and may become claims against the trust account.

On completion of an initial business combination, the underwriters will receive the deferred underwriters’ discounts and commissions held in the trust account. If we do not complete an initial business combination and the trustee must distribute the balance in the trust account on our liquidation, the underwriters have agreed (i) to forfeit any rights or claims to the deferred underwriting discounts and commissions, together with any accrued interest thereon, in the trust account, and (ii) that the trustee is authorized to distribute the deferred underwriting discounts and commissions, together with any accrued interest thereon, net of income taxes payable on such interest, on a pro rata basis to the public stockholders.

47

Dilution

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash), by the number of outstanding shares of our common stock. The information below assumes the payment in full of the underwriters’ discounts and commissions, including amounts held in the trust account, and no exercise of the over-allotment option.

At March 24, 2008, our net tangible book value was a deficiency of $52,000 or approximately $(0.02) per share of common stock. After giving effect to the sale of 10,000,000 shares of common stock included in the units offered hereby (but excluding shares underlying the warrants included in the units) (including deferred underwriting discounts and commissions), after deduction of estimated expenses paid in advance of this offering, our pro forma net tangible book value (as decreased by the value of 2,999,999 shares of common stock which may be converted into cash) at March 24, 2008, would have been $65,874,437, or $6.93 per share, representing an immediate increase in net tangible book value of $6.95 per share to the holders of the founders’ shares, and an immediate dilution of $3.07 per share, or 30.7%, to new investors not exercising their conversion rights. For purposes of presentation, our pro forma net tangible book value after this offering is approximately $29,699,990 less than it otherwise would have been because if we effect our initial business combination, the conversion rights of the public stockholders may result in the conversion into cash of up to 30% of the aggregate number of the shares sold in this offering minus one share at a per-share conversion price equal to the amount in the trust account as of two business days prior to the proposed consummation of our initial business combination, inclusive of any interest, net of any taxes due on such interest and net of up to $2.0 million in interest income on the trust account balance previously released to us to fund working capital requirements, divided by the number of shares sold in this offering.

The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants included in the units (because no value is attributed to the warrants, the actual dilution may be higher as a result of the exercise of these warrants):

Public offering price				$	10.00
Net tangible book value before this offering	$	(0.02	)
Increase attributable to new investors		6.95
Pro forma net tangible book value after this offering					6.93
Dilution to new investors				$	3.07

48

Dilution

The following table sets forth information with respect to our existing holders and the new investors, assuming the entire purchase price of the founders’ units is attributable to the founders’ shares and no value is attached to the founders’ warrants:

	Shares purchased					Total consideration					Average price
	Number		Percentage			Amount		Percentage			per share
Existing holders(1)		2,500,000		20.0	%	$	25,000		0.025	%	$	0.01
New investors		10,000,000		80.0	%		100,000,000		99.975	%		10.00
Total		12,500,000		100	%	$	100,025,000		100	%

(1) Assumes the over-allotment option has not been exercised and an aggregate of 375,000 founders’ units have been forfeited.

The pro forma net tangible book value after the offering is calculated as follows:

Numerator:
Net tangible book value before the offering and the sale of the private placement warrants	$	(52,000	)
Net proceeds from this offering and the sale of the private placement warrants		95,550,000
Organizational and offering costs capitalized and excluded from tangible book value before this offering and the sale of the private placement warrants		63,427
Less: proceeds held in the trust account subject to conversion to cash		29,699,990
	$	65,861,437
Denominator:
Shares of common stock outstanding prior to the offering(1)		2,500,000
Shares of common stock included in the units offered in this offering		10,000,000
Less: shares subject to conversion		(2,999,999	)
		9,500,001

(1) Assumes the over-allotment option has not been exercised and an aggregate of 375,000 founders’ units have been forfeited.

49

Capitalization

The following table sets forth our capitalization on:

Ø	an actual basis at March 24, 2008; and
Ø	an as adjusted basis to give effect to the sale of our units, and the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities.

	As of March 24, 2008
	Actual			As adjusted
				(unaudited)
Notes payable(1)	$	100,000		$	—
Deferred underwriting discounts and commissions held in trust account		—			3,500,000
Common stock, $0.0001 par value, 0 and 2,999,999 shares which are subject to possible conversion at conversion value(2)		—			29,699,990
Stockholders’ equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,875,000 shares issued and outstanding; 9,500,001 shares issued and outstanding (excludes 2,999,999 shares subject to possible redemption), as adjusted		288			950
Additional paid-in capital		24,712			65,874,060
Income (loss) accumulated during the development stage		(13,573	)		(13,573	)
Total stockholders’ equity		11,427			65,861,437
Total capitalization	$	111,427		$	99,061,427	(3)

(1) A promissory note was issued in the amount of $100,000 to our sponsor. The note bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009.

(2) If we consummate our initial business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to 2,999,999 shares sold in this offering at a per share conversion price equal to the amount in the trust account (including the amount representing the deferred portion of the underwriters’ discounts and commissions), inclusive of any interest thereon (after taxes payable on such interest income and after amounts disbursed to us of up to $2,000,000 from interest income to fund working capital requirements), divided by the number of shares sold in this offering.

(3) This amounts includes $3,500,000 that will be paid to the underwriters upon consummation of the initial business combination or, in the event we are forced to liquidate the trust account, such amount will be included in the liquidation distribution to our public stockholders.

50

Management’s discussion and analysis of financial condition and results of operations

We are a blank check company organized under the laws of the State of Delaware on February 12, 2008. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses or assets, which we refer to as our ”initial business combination.” To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussion, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The issuance of additional shares of our capital stock:

Ø	may significantly reduce the equity interest of our stockholders;
Ø	will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our current officers and directors; and
Ø	may adversely affect prevailing market prices for our common stock.

Similarly, if we issue debt securities, it could result in:

Ø	default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;
Ø	acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that require the maintenance of certain financial ratios or reserves and any such covenant were breached without a waiver or renegotiation of that covenant;
Ø	our immediate payment of all principal and accrued interest, if any, if the debt security were payable on demand; and
Ø	our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to do so.

RESULTS OF OPERATIONS AND KNOWN TRENDS OR FUTURE EVENTS

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering and the sale of the private placement warrants. Following this offering, we will not generate any operating revenues until after completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering and the sale of the private placement warrants.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity needs have been satisfied to date through the receipt of $25,000 in stock subscriptions from the existing holders and a loan in the amount of $100,000 from our sponsor.

51

Management’s discussion and analysis of financial condition and results of operations

We estimate that the net proceeds from the sale of the units in this offering, after deducting offering expenses of approximately $750,000 and underwriting discounts and commissions of approximately $7,000,000 (or $8,050,000 if the underwriters’ over-allotment option is exercised in full), together with $3,300,000 from our sponsor’s investment in the private placement warrants, will be approximately $95,550,000 (or $109,500,000 if the underwriters’ over-allotment option is exercised in full). Of this amount, $95,500,000 (or $109,450,000 if the underwriters’ over-allotment option is exercised in full) will be held in the trust account and the remaining $50,000, in either case, will not be held in the trust. An additional amount equal to 3.5% of the gross proceeds of this offering, or $3,500,000 ($4,025,000, if the underwriters’ over-allotment option is exercised in full), will also be held in the trust account and be used to pay the underwriters a deferred fee upon the consummation of our initial business combination, and will not be available for our use to effect our initial business combination. We expect that most of the proceeds held in the trust account will be used as consideration to pay the sellers of a target business or businesses with which we ultimately complete our initial business combination. We expect to use substantially all of the net proceeds of this offering not in the trust account to pay expenses in locating and acquiring a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating our initial business combination. To the extent that our capital stock or debt financing is used in whole or in part as consideration to effect our initial business combination, any proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

We believe that, upon consummation of this offering and the sale of the private placement warrants, the funds available to us outside of the trust account ($50,000), together with interest income of up to $2.0 million on the balance of the trust account which may be released to us for working capital requirements, will be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business combination is not consummated during that time. Over this time period, we anticipate making up to $2,050,000 of expenditures as follows:

Ø	approximately $1.0 million of expenditures for legal, accounting and other expenses, including due diligence expenses, and due diligence of the prospective target business by our affiliates, advisors, officers and directors, and reimbursement of out-of-pocket expenses incurred in connection with the investigation, structuring and negotiation of our initial business combination;
Ø	approximately $180,000 of expenditures in fees relating to our office space and certain general and administrative services;
Ø	approximately $200,000 of expenditures in legal and accounting fees relating to our SEC reporting obligations; and
Ø	approximately $670,000 for general working capital that will be used for miscellaneous expenses (potentially including deposits, down payments or funding of a “no-shop” provision with respect to a particular business combination for a proposed initial business combination), director and officer liability insurance premiums, brokers’ retainer fees, finder’s fees, consulting fees or other similar compensation and reserves.

A portion of the expenditures have been or will be paid from a loan in the amount of $100,000 we received from our sponsor. This loan, plus interest, will be repaid out of the proceeds of this offering not being placed in the trust account or with interest income earned on the trust account balance.

We believe the purchase price of $1.00 per warrant for the private placement warrants will represent the fair value of such warrants on the date of purchase and accordingly no compensation expense will be recognized with respect to the issuance of the private placement warrants. This belief is based on an analysis of the trading price of warrants for 73 similarly structured blank check companies where, between August 24, 2006 and February 8, 2008, the median warrant price was $0.74 and the mean warrant price was $0.75.

52

Management’s discussion and analysis of financial condition and results of operations

We do not believe we will need additional financing following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, we will rely on interest earned of up to $2.0 million on the trust account to fund such expenditures and, to the extent that the interest earned is below our expectation, we may have insufficient funds available to operate our business prior to our initial business combination. We may also need additional financing because we become obligated to convert into cash a significant number of shares of public stockholders voting against our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

CONTROLS AND PROCEDURES

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act of 2002. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending as early as December 31, 2009, depending on our market capitalization. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal control. We expect to assess the internal controls of our target business or businesses prior to the consummation of our business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for a business combination may have internal controls that need improvement in areas such as:

Ø	staffing for financial, accounting and external reporting areas, including segregation of duties;
Ø	reconciliation of accounts;
Ø	proper recording of expenses and liabilities in the period to which they relate;
Ø	evidence of internal review and approval of accounting transactions;
Ø	documentation of processes, assumptions and conclusions underlying significant estimates; and
Ø	documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements including Section 404 and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s assessment on internal controls is in process, we will retain our independent registered public accounting firm to audit and render an opinion on the effectiveness of our internal controls when required by Section 404. The independent registered public accounting firm may identify additional issues concerning our internal controls while performing their audit of internal control over financial reporting. The results of management’s assessment and/or the audit of the effectiveness of our internal controls by our independent registered public accounting firm, may result in the identification of additional deficiencies in internal control and we may incur additional expense in designing, enhancing and remediating internal and disclosure controls.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The net proceeds of this offering, including amounts in the trust account, will be invested in U.S. “government securities” within the meaning of section 2(a)(16) of the Investment Company Act

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Management’s discussion and analysis of financial condition and results of operations

having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

RELATED PARTY TRANSACTIONS

As of March 24, 2008, our sponsor had loaned us a total of $100,000 evidenced by a promissory note, which was used to pay a portion of the expenses of this offering referenced in the line items above, including certain organizational expenses. This loan bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009. The promissory note defines ‘prime’ as the Prime Rate as published in the Money Rates section of the Wall Street Journal, Eastern Edition, printed edition. This note will be repaid out of the proceeds of this offering not being placed in the trust account. See also “Certain Transactions” for information on this note. In the ordinary course of business, our sponsor may loan additional funds to us.

We have agreed to pay Bancorp a monthly fee of $7,500 for general and administrative services, including office space and secretarial support. This fee will commence once the proposed offering is completed. We believe that such fees are at least as favorable as we could have obtained from an unaffiliated third party.

OFF-BALANCE SHEET ARRANGEMENTS; COMMITMENTS AND CONTRACTUAL OBLIGATIONS; QUARTERLY RESULTS

As of March 24, 2008, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.

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OVERVIEW

We are a blank check company organized under the laws of the State of Delaware on February 12, 2008. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses or assets, which we refer to as our “initial business combination.” To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We were organized by our sponsor, TBBK Acquisitions, a wholly-owned subsidiary of Bancorp. Bancorp is a bank holding company registered under the BHCA that qualifies and has elected to be treated as a financial holding company. For information concerning Bancorp, see “Proposed business—About Bancorp,” below. Under the BHCA, we may be deemed to be a subsidiary of Bancorp due to common management and, as a result, will be limited to engaging only in activities that are within those permitted to be undertaken by financial holding companies. These activities include the following:

Ø	lending, exchanging, transferring, investing for others, or safeguarding money or securities;
Ø	insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or death, or providing and issuing annuities, and acting as principal, agent, or broker for purposes of the foregoing;
Ø	providing financial, investment, or economic advisory services, including advising an investment company (as defined in section 3 of the Investment Company Act);
Ø	issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly;
Ø	underwriting, dealing in, or making a market in securities;
Ø	other activities that the Federal Reserve Board, by order or regulation that is to be so closely related to banking or managing or controlling banks as to be a proper incident thereto, including:

Ø	activities related to extending credit, including appraisal services, real estate equity financing, check guaranty services, collection services and credit bureau services;
Ø	asset management, servicing and collection activities;
Ø	specified securities brokerage, futures and related transactional services;
Ø	management consulting and counseling activities; and
Ø	data processing, storage and transmission services, facilities, databases, and advice.

Although we may consider a target business engaged in any activity permissible for a financial holding company, we currently intend to concentrate our efforts in identifying businesses that provide technological services to the financial services industry, and in particular businesses providing data processing, storage and transmission services, databases and payment and payment processing services to the extent permissible for a financial holding company.

We believe that these types of businesses are in line with the extensive combined financial services industry experience of our sponsor’s management team and the technology-based focus of Bancorp and the Bank. Bancorp and the Bank provide their banking services principally through the internet, using both proprietary systems developed by their staff as well as systems licensed to them by third parties. Bank customers access the Bank through the Bank’s website and, to a significantly lesser extent, through a call center, and access cash through automated teller machines. Bancorp and the Bank began operations in July 2000; at December 31, 2007, Bancorp had approximately $1.6 billion in total assets.

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We will seek to capitalize on the significant banking, financial services and financial technology experience and contacts of our Chairman and Chief Executive Officer, Betsy Z. Cohen, our President, Frank M. Mastrangelo and our other directors and executive officers. Each of our executive officers and directors has significant networks of contacts throughout the investment community and with a variety of sources of potential targets. In addition to the experience and contacts of our management team and board of directors, we will have access to the resources of our sponsor, Bancorp. Bancorp is an independent financial services firm with a focus on providing technology-enabled financial services. We believe that Bancorp’s relationships with technology providers and its management’s deep understanding of financial services technology will aid in our sourcing and evaluating of acquisition candidates.

Mrs. Cohen has over 37 years of experience in the financial services industry and is currently Chief Executive Officer of Bancorp and Chief Executive Officer and Chairman of the Bank. Mrs. Cohen’s extensive background in financial services and in running public companies includes her roles as a director of Aetna, Inc., a New York Stock Exchange listed insurance and financial services company and Chairman of the Board of Trustees of RAIT Financial Trust, a New York Stock Exchange listed real estate investment trust. Mrs. Cohen was also founder and Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception through its sale to another bank.

Mr. Mastrangelo has over 16 years of experience in the financial services industry and is currently President, Chief Operating Officer and director of both Bancorp and the Bank. Mr. Mastrangelo also served as Senior Vice President and Chief Technology Officer for Jefferson Bank, which was a subsidiary of Jeff Banks, Inc., and had technology-related roles with PNC Bank, ROI Computer Services and The Annenberg Foundation.

About Bancorp

Bancorp’s principal asset is its wholly-owned subsidiary, the Bank, a Delaware state chartered banking corporation. Through the Bank, Bancorp provides a wide range of commercial and retail banking products and services to both regional and national markets. The Bancorp’s regional market is the greater Philadelphia-Wilmington metropolitan area, consisting of 12 contiguous counties in northern Delaware, eastern Pennsylvania and southern New Jersey. To serve these regional customers, the Bancorp provides a full range of commercial banking services, including a variety of deposit accounts, business loans and lines of credit, construction loans and equipment and vehicle leasing programs. Bancorp’s customers access its banking services through its website from any personal computer with a web browser, and obtain cash withdrawals from automated teller machines. As a result, Bancorp does not maintain a branch bank system. Nationally, Bancorp provides banking services to the members and employees of organizations or businesses, which it calls affinity group banking. Bancorp provides online banking under the name of and through the website of the affinity group, referred to as “private label” banking, and offers an affinity group the ability to customize the banking services offered on the website to respond to the needs and preferences of its members. As part of Bancorp’s national affinity group banking operations, it has developed a system for processing credit and debit card transactions for independent sales organizations and their merchant members and acquired a stored value, or prepaid debit, card business in November 2007. As of March 31, 2008, Bancorp had $1.6 billion in total assets, $1.4 billion in total loans, $1.3 billion in total deposits and $180 million of shareholders’ equity. Bancorp’s common stock trades on The NASDAQ Stock Market, or Nasdaq, under the symbol “TBBK.”

General

We are not presently engaged in, and we will not engage in, any operations following this offering until our initial business combination. While substantially all of the net proceeds of this offering are allocated to completing an initial business combination, the proceeds are not otherwise designated for more specific purposes. Accordingly, you will not be provided an opportunity to evaluate the specific merits

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or risks of one or more target businesses at the time of your investment. If we engage in an initial business combination with a target business using our capital stock or debt financing to fund the combination, proceeds from this offering and the sale of the private placement warrants will then be used to undertake additional acquisitions or to fund the operations of the target business on a post-combination basis. We may engage in an initial business combination with a company that does not require significant additional capital but is seeking a public trading market for its shares, and which wants to merge with an already public company to avoid the uncertainties associated with undertaking its own public offering. These uncertainties include time delays, compliance and governance issues, significant expense, a possible loss of voting control, and the risk that market conditions will not be favorable for an initial public offering at the time the offering is ready to be commenced. We may seek to effect a business combination with more than one target business, although our limited resources may serve as a practical limitation on our ability to do so.

We have not identified a target business

We do not have any specific initial business combination under consideration or contemplation and neither we nor any related party have, directly or indirectly, nor has anyone on our or any such party’s behalf, contacted any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

Subject to the requirement that a target business or businesses have a fair market value of at least 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions of $3,500,000, or $4,025,000 if the underwriters’ over-allotment option is exercised in full) at the time of our initial business combination, we have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

Sources of target businesses

We expect that our principal means of identifying potential target businesses will be through the extensive contacts and relationships of our officers and directors. While our officers are not required to commit to our business on a full-time basis and our directors have no commitment to spend any time in identifying or performing due diligence on potential target businesses, our officers and directors believe that the relationships they have developed over their careers will generate a number of potential business combination opportunities that will warrant further investigation.

We are not prohibited from using persons other than our existing holders to assist us in identifying potential target businesses and, accordingly, we may pay fees or compensation to third parties for their efforts in introducing us to potential target businesses that we have not previously identified. Such fees or compensation may be calculated as a percentage of the dollar value of the transaction and/or may involve monthly retainer payments. We will seek to negotiate the lowest reasonable percentage fee consistent with the attractiveness of the opportunity and the alternatives, if any, that are then available to us. Payment of finder’s fees is customarily tied to completion of a transaction. Although it is possible that we may pay finder’s fees in the case of an uncompleted transaction, we consider this possibility to be extremely remote. In no event will we pay any of our officers or directors or any entity with which they or we are affiliated, including Bancorp, any finder’s fee or other compensation for services rendered

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to us prior to or in connection with the consummation of an initial business combination, other than reimbursement for out-of-pocket expenses and an aggregate of $7,500 per month for office space, secretarial and administrative services. In addition, none of our officers or directors or any entity with which they are affiliated, including Bancorp, will receive any finder’s fee, consulting fees or any similar fees from any person or entity in connection with any initial business combination involving us other than any compensation or fees that may be received for any services provided following such initial business combination.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with a fair market value that is at least 80% of the sum of the balance in the trust account (excluding deferred underwriting discounts and commissions of $3,500,000, or $4,025,000 if the over-allotment option is exercised in full) at the time of such initial business combination, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. In addition, we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA that a business combination with such target business is fair to our stockholders from a financial point of view.

In evaluating a prospective target business, our management will consider a variety of factors, including the following:

Ø	financial condition and results of operations;
Ø	growth potential;
Ø	experience and skill of management and availability of additional personnel;
Ø	capital requirements;
Ø	stage of development of the business and its products or services;
Ø	degree of current or potential market acceptance of the products or services;
Ø	costs associated with effecting the business combination;
Ø	industry leadership, sustainability of market share and attractiveness of market sectors in which target business participates; and
Ø	macro competitive dynamics in the industry within which each company competes.

These factors are not intended to be exhaustive and, to the extent relevant, we may analyze other considerations. In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and review of financial and other information.

We cannot currently ascertain the amount of time we will require to select and evaluate a target business and to structure and complete the initial business combination, nor the costs associated with this process. We expect that due diligence of prospective target businesses will be performed by some or all of our existing holders and other Bancorp or Bank employees. We may engage market research firms or third-party consultants to assist us with performing due diligence and valuations of the target company. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a potential or initial business combination is not completed will result in our incurring losses and will reduce the funds available to us to complete an initial business combination.

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Fair market value of target business or businesses and determination of offering amount

The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions). While we anticipate structuring our initial business combination to acquire 100% of the equity interests or assets of the target business, we may, structure a business combination to acquire less than 100% of such interests or assets. If we acquire less than a 100% interest in a target business or businesses, the portion of such business that we acquire must have a fair market value equal to at least 80% of our net assets. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through an offering of debt or equity securities. Any issuance of equity securities could result in a reduction of the equity interest of our existing stockholders and, if a sufficient number of equity securities were issued, result in a change in control of our company. See “Risk Factors—If we issue capital stock or convertible debt securities to complete our initial business combination, your equity interest in us could be reduced or there may be a change in control of our company.” Since we have no specific business combination under consideration, we have not entered into any such fund raising arrangements or formulated any plans to do so.

The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community such as actual and potential sales, earnings and cash flow and/or book value. If our board is not able to independently determine that the target business has a sufficient fair market value or if Bancorp or our or their affiliates, officers or directors has a financial interest in the target business, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

Lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must involve one or more target businesses whose collective fair market value meets the criteria discussed above at the time of such initial business combination. Consequently, we expect to complete only a single initial business combination, although this may entail a simultaneous combination with several operating businesses. At the time of our initial business combination, we may not be able to acquire more than one target business because of various factors, including complex accounting or financial reporting issues. For example, we may need to present pro forma financial statements reflecting the operations of several target businesses as if they had been combined historically.

A simultaneous combination with several target businesses also presents logistical issues, such as the need to coordinate the timing of negotiations, proxy statement disclosure and closings. In addition, if conditions to closings with respect to one or more of the target businesses are not satisfied, the fair market value of the businesses could fall below the required fair market value threshold described above.

Accordingly, while it is possible that our initial business combination may involve more than one target business, we are more likely to choose a single target business if all other factors appear equal. This means that for an indefinite period of time, the prospects for our success may depend entirely on the future performance of a single target business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of diversification may subject us to negative economic, competitive and regulatory developments in the particular industry in which we operate after our initial business combination.

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If we complete our initial business combination structured as a merger in which the consideration is our stock, we could have a significant amount of cash available to make subsequent add-on acquisitions.

Limited ability to evaluate the target business’s management

We will independently evaluate the quality and experience of the existing management of a target business and will make an assessment as to whether or not they should be replaced on a case-by-case basis. As an example, a company in weak financial condition may be experiencing difficulties because of its capitalization and not because of its operations, in which case operating management may not need to be replaced.

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting an initial business combination, we cannot assure you that our assessment of the target business’s management will prove to be correct. In addition, we cannot assure you that management of the target business will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our officers and directors will remain associated in some capacity with us following our initial business combination, a final determination of their continued involvement with the business upon completion of an initial business combination will be made jointly with our board of directors and based on the facts and circumstances at the time. The goal of our board of directors will be to ensure that they select the best management team to pursue our business strategy. If they determine that the incumbent management of an acquired business should be replaced and that one or more of our officers and directors is the best available replacement, it is possible that some of our officers or directors will devote some or all of their efforts to our affairs subsequent to our initial business combination.

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Opportunity for stockholder approval of business combination

Before we complete our initial business combination, we will submit the transaction to our stockholders for approval, even if we are not required to do so under applicable state law. At the same time, we will submit to our stockholders for approval a proposal to amend our amended and restated certificate of incorporation to permit our continued corporate existence if the initial business combination is approved and consummated. The quorum required to constitute this meeting, as for all meetings of our stockholders, is a majority of our issued and outstanding common stock (whether or not held by public stockholders). We will consummate our initial business combination only if the required number of shares are voted in favor of both the initial business combination and the amendment to extend our corporate life. If a majority of the shares of common stock voted by the public stockholders are not voted in favor of a proposed initial business combination and the amendment to extend our corporate life, we may continue to seek other target businesses with which to effect our initial business combination that meet the criteria set forth in this prospectus until the expiration of 24 months from consummation of this offering. In connection with seeking stockholder approval of our initial business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Exchange Act, which, among other matters, will include a description of the operations of the target business and audited historical financial statements of the target business based on U.S. generally accepted accounting principles.

In connection with the stockholder vote required to approve our initial business combination, holders of the founders’ units have agreed to vote all of their founder’s shares in the same manner as a majority of

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the public stockholders who vote at the special or annual meeting called for the purpose of approving our initial business combination. In addition, the existing holders have agreed that if any of them acquire shares of common stock in or following this offering, they will vote all such acquired shares in favor of our initial business combination. Any such purchases of common stock in this offering or following this offering will be based solely upon the judgment of such person or entity (and may be made to impact the shareholder vote to approve a business combination) and are expected to be effected through open market purchases or privately negotiated transactions. As a result, these persons will not be able to exercise the conversion rights with respect to any of our shares that they may acquire prior to, in or after this offering. Following the offering, we believe that our existing holders will often be in possession of material non-public information about us that will restrict their ability to make purchases of our securities. We will proceed with our initial business combination only if a quorum is present at the stockholders’ meeting and, as required by our amended and restated certificate of incorporation, a majority of the shares of common stock voted by the public stockholders are voted, in person or by proxy, in favor of our initial business combination and stockholders owning no more than 30% of the shares sold in this offering (minus one share) vote against the business combination and exercise their conversion rights. Under the terms of the our amended and restated certificate of incorporation, this provision may not be amended without the unanimous consent of the our stockholders before consummation of an initial business consummation. Even though the validity of unanimous consent provisions under Delaware law has not been settled, neither we nor our board of directors will propose any amendment to this 30% threshold, or support, endorse or recommend any proposal that stockholders amend this threshold (subject to any fiduciary obligations our management or board may have). In addition, we believe we have an obligation in every case to structure our initial business combination so that up to 30% of the shares sold in this offering (minus one share) may be converted to cash by public stockholders exercising their conversion rights and the business combination will still be able to go forward. Provided that a quorum is in attendance at the meeting, in person or by proxy, a failure to vote on the initial business combination at the stockholders’ meeting will have no outcome on the transaction. Voting against our initial business combination alone will not result in conversion of a stockholder’s shares into a pro rata share of the trust account. In order to convert a stockholder’s shares, the stockholder must have also exercised the conversion rights described below.

Conversion rights

At the time we seek stockholder approval of our initial business combination, we will offer our public stockholders the right to have their shares of common stock converted to cash if they vote against the business combination and the business combination is approved and completed. Stockholders who wish to exercise their conversion rights must

Ø	vote against the business combination,
Ø	demand that the company convert their shares into cash,
Ø	continue to hold their shares through the closing of the business combination and
Ø	then deliver their shares to our transfer agent.

In lieu of delivering their certificate, shareholders may deliver their shares to the transfer agent electronically using DTC’s DWAC system. The actual per-share conversion price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes payable on such interest, which shall be paid from the trust account, and net of interest income of up to $2.0 million previously released to us to fund our working capital requirements), calculated as of two business days prior to the consummation of the proposed initial business combination, divided by the number of shares sold in this offering. We expect the initial per-share conversion price to be approximately $9.90 (or approximately $9.87 per share if the over-allotment option is exercised in full), or $0.10 less than

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the per-unit offering price of $10.00 (approximately $0.13 less if the over-allotment is exercised in full). As this amount is lower than the $10.00 per unit offering price and it may be less than the market price of a share of our common stock on the date of conversion, there may be a disincentive to public stockholders to exercise their conversion rights. A public stockholder may request conversion at any time after we mail the proxy statement to our stockholders and before the vote on the proposed initial business combination, but the request will not be granted unless the stockholder votes against our initial business combination and our initial business combination is approved and completed. If stockholders vote against our initial business combination but do not properly exercise their conversion rights, such stockholders will not be able to convert their shares of common stock into cash at the conversion price. Additionally, we may require public stockholders, whether they are a record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using the DWAC system, at the holder’s option. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time we send out our proxy statement through the vote on the business combination (which we intend would be a minimum interval of 20 days) to tender his, her or its shares if he, she or it wishes to seek to exercise his, her or its conversion rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his, her or its broker and requesting delivery of his, her or its shares through the DWAC system, we believe this time period is sufficient for an average investor. However, because we do not have any control over this process, it may take significantly longer than we anticipate. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise its conversion rights. After the business combination was approved, the company would contact such stockholder to arrange for him, her or it to deliver his, her or its certificate to verify ownership. As a result, the stockholder then had an “option window” after the consummation of the business combination during which he, she or it could monitor the price of the stock in the market. If the price rose above the conversion price, the stockholder could sell his, her or its shares in the open market before actually delivering his, her or its shares to the company for cancellation. Thus, the conversion right, to which stockholders were aware they needed to commit before the stockholder meeting, would survive past the consummation of the business combination until the converting holder delivered his certificate. For the avoidance of any doubt we will not allow the traditional method of conversion for a blank check company. The requirement for physical or electronic delivery prior to the meeting ensures that a converting holder’s election to convert is irrevocable once the business combination is approved. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35.00 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights to tender their shares prior to the meeting since the need to deliver shares is a requirement of conversion regardless of the timing of when such delivery must be effectuated. Accordingly, assuming a business combination is approved, the exercise of conversion rights would not result in any increased cost to shareholders when compared to the traditional process. However, if a business combination is not approved, shareholders will have incurred additional costs that they would not have otherwise incurred as a result of having already converted their shares.

Any request for conversion, once made, may be withdrawn at any time up to the vote taken with respect to the proposed business combination. Furthermore, if a stockholder delivered his certificate for

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conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically). We anticipate that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who obtained their stock in the form of units and who subsequently convert their stock into their pro rata share of the trust account will still have the right to exercise the warrants that they received as part of the units.

In connection with a vote on our initial business combination, public stockholders may elect to vote a portion of their shares for and a portion of their shares against the initial business combination. If the initial business combination is approved and consummated, public stockholders who elected to convert the portion of their shares voted against the initial business combination will receive the conversion price with respect to those shares and may retain any other shares they own.

If the initial business combination is not approved or completed for any reason, then public stockholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. Those public stockholders would be entitled to receive their pro rata share of the aggregate amount on deposit in the trust account only in the event that the initial business combination they voted against was duly approved and subsequently completed, or in connection with our dissolution and liquidation.

Liquidation if no business combination

Our amended and restated certificate of incorporation provides that we will continue in existence only until          , 2010 [24 months from the completion of this offering]. If we consummate our initial business combination before then, we will seek to amend this provision in order to permit our continued existence. If we have not completed our initial business combination by that date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law. Because of this provision in our amended and restated certificate of incorporation, no resolution by our board of directors and no vote by our stockholders to approve our dissolution would be required for us to dissolve and liquidate. Instead, we will notify the Delaware Secretary of State in writing on the termination date that our corporate existence is ceasing, and include with such notice payment of any franchise taxes then due to or assessable by the state.

As promptly as practicable following dissolution, we will adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law. Section 278 provides that our existence will continue for at least three years after its expiration for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against us, and of enabling us gradually to settle and close our business, to dispose of and convey our property, to discharge our liabilities and to distribute to our stockholders any remaining assets, but not for the purpose of continuing the business for which we were organized. Our existence will continue automatically even beyond the three-year period for the purpose of completing the prosecution or defense of suits begun prior to the expiration of the three-year period, until such time as any judgments, orders or decrees resulting from such suits are fully executed. Section 281(b) will require us to pay or make reasonable provision for all then-existing claims and obligations, including all contingent, conditional, or unmatured contractual claims known to us, and to make such provision as will be reasonably likely to be sufficient to provide compensation for any then-pending claims and for claims that have not been made known to us or that have not arisen but that, based on facts known to us at the time, are likely to arise or to become known to us within 10 years after the date of dissolution. Under Section 281(b), the plan of distribution must provide for all of such claims to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. If there are insufficient assets, the plan must provide that such claims and obligations be paid or provided for according to their priority and, among claims of equal priority,

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ratably to the extent of legally available assets. Any remaining assets will be available for distribution to our stockholders.

We expect that all costs and expenses associated with implementing our plan of distribution, as well as payments to any creditors, will be funded from amounts remaining out of the $50,000 of proceeds held outside the trust account and from the $2.0 million in interest income on the balance of the trust account that may be released to us to fund our working capital requirements. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of distribution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request that the trustee release to us an additional amount of up to $75,000 of such accrued interest to pay those costs and expenses. Should there be no such interest available or should those funds still not be sufficient, our sponsor and Bancorp have agreed jointly and severally to reimburse us for our out-of-pocket costs associated with our dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to the dissolution and liquidation. The excluded costs will remain our obligation and may become claims against the trust account.

Upon its receipt of notice from counsel that our existence has terminated, the trustee will commence liquidating the investments constituting the trust account and distribute the proceeds to our public stockholders. The existing holders have waived their right to participate in any liquidation distribution with respect to the founder’s shares. Additionally, if we do not complete an initial business combination and the trustee must distribute the balance of the trust account, the underwriters have agreed to forfeit any rights or claims to their deferred underwriting discounts and commissions then in the trust account, and those funds will be included in the pro rata liquidation distribution to the public stockholders. There will be no distribution from the trust account with respect to any of our warrants, which will expire worthless if we are liquidated, and as a result purchasers of our units will have paid the full unit purchase price solely for the share of common stock included in each unit.

If we are unable to conclude an initial business combination and expend all of the $50,000 held outside the trust account, and without taking into account any interest earned on the trust account, or claims of creditors, if any, the initial per-share liquidation price will be approximately $9.90 (or approximately $9.87 per share if the over-allotment option is exercised in full), or approximately $0.10 less than the per-unit offering price of $10.00 (approximately $0.13 less if the over-allotment is exercised in full).

The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders, and we therefore cannot assure you that the actual per-share liquidation price will not be less than approximately $9.90 (or approximately $9.87 per share if the over-allotment option is exercised in full). Although before we complete our initial business combination, we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. We have not engaged any such third parties or asked for or obtained any such waiver agreements at this time. It is also possible that such waiver agreements would be held unenforceable, and there is no guarantee that the third parties would not otherwise challenge the agreements and later bring claims against the trust account for monies owed them. If a target business or other third party were to refuse to enter into such a waiver, we would enter into discussions with such target business or engage such other third party only if our management determined that we could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

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Bancorp and our sponsor have agreed that they will be jointly and severally liable to us if and to the extent claims by third parties reduce the amounts in the trust account available for payment to our stockholders in the event of a liquidation and the claims are made by a vendor for services rendered, or products sold, to us, or by a prospective target business. A “vendor” refers to a third party that enters into an agreement with us to provide goods or services to us. However, the agreement entered into by our sponsor and Bancorp specifically provides for two exceptions to the indemnity given: there will be no liability for:

Ø	any claimed amounts owed to a third party who executed a legally enforceable waiver, or
Ø	any claims under our indemnification of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Furthermore, there could be claims from parties other than vendors, third parties with which we entered into a contractual relationship or target businesses that would not be covered by the indemnity from Bancorp and our sponsor, such as shareholders and other claimants who are not parties in contract with us who file a claim for damages against us. To the extent that Bancorp and our sponsor refuse to indemnify us for a claim we believe should be indemnified, our officers and directors by virtue of their fiduciary obligation will be obligated to bring a claim against our sponsor and Bancorp to enforce such indemnification. We have not asked Bancorp or our sponsor to reserve for such an eventuality, and we cannot assure you that it would be able to satisfy those obligations.

Under Delaware law, creditors of a corporation have a superior right to stockholders in the distribution of assets upon liquidation. Consequently, if the trust account is liquidated and paid out to our public stockholders before satisfaction of the claims of all of our creditors, it is possible that our stockholders may be held liable for third parties’ claims against us to the extent of the distributions received by them.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you that we will be able to return at least approximately $9.90 per share (or approximately $9.87 per share if the over-allotment option is exercised in full) to our public stockholders.

A public stockholder will be entitled to receive funds from the trust account only in the event that we do not consummate an initial business combination by               , 2010 [24 months from the completion of this offering] or if the stockholder converts its shares into cash after voting against an initial business combination that is actually completed by us and exercising its conversion rights. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. Before completing an initial business combination or liquidating, we are permitted to have released from the trust account only:

Ø	interest income to pay income taxes on interest income earned on the trust account balance, and
Ø	interest income earned of up to $2.0 million to fund our working capital requirements.

Certificate of Incorporation

Our amended and restated certificate of incorporation contains provisions designed to provide rights and protections to our public stockholders before we consummate a business combination, including:

Ø  upon the consummation of this offering, $99,000,000 ($113,475,000 if the underwriters’ over-allotment option is exercised in full), including $92,200,000 of the net proceeds of this offering, $3,500,000 of deferred underwriting discounts and commissions (or $106,150,000 if the underwriters’ over-allotment option is exercised in full, $4,025,000 of deferred underwriting

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discounts and commissions) and $3,300,000 of the proceeds from the sale of the private placement warrants will be placed into the trust account;

Ø	before we consummate our initial business combination, we must submit it to our stockholders for approval;
Ø	we may consummate our initial business combination only if approved by a majority of the shares of common stock voted by our public stockholders at a duly held stockholders’ meeting, and public stockholders owning no more than 30% of the shares (minus one share) sold in this offering vote against the business combination and exercise their conversion rights;
Ø	if a proposed initial business combination is approved and consummated, public stockholders who exercised their conversion rights and voted against the initial business combination may convert their shares into cash at the conversion price on the closing date of the initial business combination;

Ø  if we do not consummate our initial business combination within 24 months from the completion of this offering, then our existence will terminate and we will distribute all amounts in the trust account (except for such amounts as are paid to creditors or reserved for payment to creditors in accordance with Delaware law) and any net assets remaining outside the trust account on a pro rata basis to all of our public stockholders;

Ø	we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination;
Ø	prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in this offering on a business combination;
Ø	our audit committee must monitor our compliance with the terms of this offering on a quarterly basis and, if it identifies any noncompliance, take all action necessary to cause our compliance;
Ø	the audit committee must review and approve all payments made to our officers, directors and our and their affiliates, other than the payment of an aggregate of $7,500 per month to Bancorp for office space, secretarial and administrative services, and any payments made to members of our audit committee must be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval; and
Ø	we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA, that a business combination with such target business is fair to our stockholders from a financial point of view.

Under our amended and restated certificate of incorporation, we must obtain unanimous consent of our stockholders to amend these provisions before we consummate our initial business combination. However, the validity of unanimous consent provisions under Delaware law has not been settled. A court could conclude that the unanimous consent requirement constitutes a practical prohibition on amendment in violation of the stockholders’ statutory rights to amend the corporate charter. In that case, these provisions could be amended without unanimous consent, and any such amendment could reduce or eliminate the protection these provisions afford to our stockholders. However, we view all of the foregoing provisions as obligations to our stockholders. Neither we nor our board of directors will propose any amendment to these provisions, or support, endorse or recommend any proposal that stockholders amend any of these provisions at any time prior to the consummation of our initial business combination (subject to any fiduciary obligations our management or board may have). In addition, we believe we have an obligation in every case to structure our initial business combination so that not less than 30% of the shares sold in this offering (minus one share) have the ability to be

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converted to cash by public stockholders exercising their conversion rights and the business combination will still go forward. This requirement that public stockholders owning no less than 30% of the shares (minus one share) sold in this offering may exercise conversion rights if we consummate a business combination differentiates us from other blank check companies with similar business plans as ours since such other blank check companies typically only allow public stockholders owning up to 20% of the shares (minus one share) to exercise conversion rights. Depending on how many shares are ultimately converted, this distinction could result in (i) an initial business combination being approved which would not otherwise have been approved if we had the typical conversion threshold (ii) requiring us to use substantially all of the cash in the trust account to pay the purchase price of an initial business combination in case a larger percentage of stockholders exercise their conversion rights than we expect and (iii) less cash available to use in furthering our business plan following a business combination. We have set the conversion percentage at 30% (minus one share) in order to reduce the likelihood that a small group of investors holding a block of our stock will be able to stop us from completing a business combination that is otherwise approved by a large majority of our public stockholders. Accordingly, we believe the 30% threshold benefits those stockholders who ultimately vote to approve a business combination since it will make the requirement to approve a business combination less onerous while at the same time those stockholders who seek to exercise conversion rights will not be significantly impacted since they will still be paid the conversion price on the closing date of our initial business combination and will continue to have the right to exercise any warrants they own. In addition, we believe any shortfall in funds in the trust account as a result of the higher conversion threshold is negated by the proceeds we will receive from the co-investment. If necessary we will seek to obtain additional financing either to consummate our initial business combination and/or to fund our operations following a business combination in which case we may issue additional securities or incur debt.

COMPARISON OF THIS OFFERING TO THOSE OF BLANK CHECK COMPANIES SUBJECT TO RULE 419

The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting discounts and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.

	Terms of our offering	Terms under a Rule 419 offering
Escrow of offering proceeds	$99,000,000 of the proceeds of this offering and the purchase of the private placement warrants, including $3,500,000 in deferred underwriting discounts and commissions, will be deposited into a trust account to be maintained by American Stock Transfer & Trust Company.	$83,700,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

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	Terms of our offering	Terms under a Rule 419 offering
Investment of net proceeds	The $99,000,000 in trust will be invested only in treasury bills issued by the U.S. government having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds	Interest on proceeds from the trust account that may be paid to stockholders in connection with our initial business combination or our liquidation is reduced by (i) any taxes paid or due on the interest generated and, only after such taxes have been paid or funds sufficient to pay such taxes have been set aside, (ii) up to $2.0 million that can be used for working capital purposes, and (iii) in the event of our liquidation for failure to consummate an initial business combination within the allotted time, interest of up to $75,000 that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of our initial business combination.

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	Terms of our offering	Terms under a Rule 419 offering
Limitation on fair value or net assets of target business	The target business that we acquire in our initial business combination must have a fair market value equal to at least 80% of the balance in the trust account (excluding deferred underwriting discounts of $3,500,000) at the time of the acquisition. If we acquire less than 100% of one or more target businesses in our initial business combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions as described above) at the time of such initial business combination. The fair market value of a portion of a target business will be calculated by multiplying the fair market value of the entire business by the percentage of the target business we acquire.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represents at least 80% of the maximum offering proceeds.

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	Terms of our offering	Terms under a Rule 419 offering
Trading of securities issued	The units will commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our having filed the current report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. In no event will separate trading of the common stock and warrants occur until we have filed with the SEC a current report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the filing of the Form 8-K. For more information, please see “Description of Securities—Units.”	No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants	The warrants cannot be exercised until the later of the completion of our initial business combination or 12 months from the closing of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

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	Terms of our offering	Terms under a Rule 419 offering
Election to remain an investor	We will give our stockholders the opportunity to vote on the initial business combination. In connection with seeking shareholder approval, we will send each shareholder a proxy statement containing information required by the SEC. A shareholder following the procedures described in this prospectus is given the right to convert his or her shares for his or her pro rata share of the trust account before payment of deferred underwriting commissions and discounts and including accrued interest, net of income taxes payable on such interest and net of up to $2.0 million previously released to us to fund our working capital requirements. However, a shareholder who does not follow these procedures or a shareholder who does not take any action would not be entitled to the return of any funds.	A prospectus containing information required by the SEC would be filed as part of a post-effective amendment to the original registration statement filed in connection with the offering and would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a shareholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

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	Terms of our offering	Terms under a Rule 419 offering
Business combination deadline	If we are unable to complete a business combination by               , 2010 [24 months from the completion of this offering], we will automatically dissolve and as promptly as practicable thereafter the trustee will commence liquidating the investments constituting the trust account and distribute the proceeds to our public stockholders, including any interest earned on the trust account not used to cover liquidation expenses, net of income taxes payable on such interest and after distribution to us of interest income on the trust account balance as described in this prospectus.	If an acquisition has not been consummated within 18 months after the effective date of the company’s initial registration statement, funds held in the trust or escrow account would be returned to investors.
Release of funds	Except with respect to (i) interest income to pay taxes on interest income earned on the trust account balance and (ii) interest income earned of up to $2.0 million on the balance in the trust account to be released to us to fund working capital requirements, proceeds held in the trust account will not be released to us until the earlier of the completion of our initial business combination or our liquidation upon our failure to effect our initial business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

COMPETITION

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, as well as operating businesses seeking acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. While we believe there are numerous potential target businesses with which we could combine, our ability to acquire larger target businesses will be limited by our available financial resources. This

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inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore:

Ø	our obligation to seek stockholder approval of our initial business combination or obtain necessary financial information may delay the completion of a transaction;
Ø	our obligation to convert into cash shares of common stock held by our public stockholders who vote against the initial business combination and exercise their conversion rights may reduce the resources available to us for an initial business combination;
Ø	our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by some target businesses; and
Ø	the requirement to acquire an operating business that has a fair market value equal to at least 80% of the sum of the balance of the trust account plus the proceeds of the co-investment at the time of the acquisition (excluding deferred underwriting discounts and commissions of $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full)) could require us to acquire the assets of several operating businesses at the same time, all of which sales would be contingent on the closings of the other sales, which could make it more difficult to consummate the business combination.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.

FACILITIES

Our executive offices are currently located at 405 Silverside Road, Wilmington, Delaware 19809. The cost for this space is included in the $7,500 per-month fee described above that Bancorp charges us for general and administrative services. We believe, based on rents and fees for similar services in the Philadelphia/Wilmington area that the fee charged by our sponsor is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space adequate for our current operations.

EMPLOYEES

We currently have three officers. These individuals are not obligated to devote any specific number of hours to our business and intend to devote only as much time as they deem necessary to our business. We do not expect to have any full-time employees prior to the consummation of a business combination.

PERIODIC REPORTING AND FINANCIAL INFORMATION

We have registered our securities under the Exchange Act and after this offering will have public reporting obligations, including the filing of annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements audited and reported on by our independent registered public accounting firm and our quarterly reports will contain financial statements reviewed by our independent registered public accounting firm.

We will not acquire a target business if we cannot obtain audited financial statements based on U.S. generally accepted accounting principles (or reconciled to U.S. GAAP) for such target business. We will provide these financial statements in the proxy solicitation materials sent to stockholders for the purpose of seeking stockholder approval of our initial business combination. Our management believes that the need for target businesses to have, or be able to obtain, audited financial statements may limit the pool of potential target businesses available for acquisition.

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2010. A target company may not be in compliance with the provisions

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of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete and transition any such acquisition.

LEGAL PROCEEDINGS

There is no material litigation currently pending against us or any of our officers or directors in their capacity as such.

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Management

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers as of the date of this prospectus are as follows:

Name	Age		Position(s)
Betsy Z. Cohen		66	Chairman of the Board of Directors and Chief Executive Officer
Frank M. Mastrangelo		40	President and Director
Martin F. Egan		40	Chief Financial Officer and Secretary
Walter T. Beach		41	Director
Michele A. Fitzpatrick		49	Director
T. Stephen Johnson		58	Director
Raymond Moyer		47	Director

Betsy Z. Cohen has been Chief Executive Officer and the Chairman of our Board since our inception. Mrs. Cohen has been Chief Executive Officer of both Bancorp and the Bank since September 2000 and Chairman of the Bank since November 2003. She has served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust (NYSE: RAS) since its founding in August 1997, and as RAIT’s Chief Executive Officer from August 1997 to December 2006. Mrs. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000 and as the chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December 1999, Mrs. Cohen was chairman and chief executive officer of JeffBanks, Inc. from its inception in 1981 and also served as chairman and chief executive officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Mrs. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. In 1969, Mrs. Cohen co-founded a commercial law firm and served as a senior partner until 1984. Mrs. Cohen is also a director of Aetna, Inc. (NYSE: AET), an insurance company.

Frank M. Mastrangelo has been President and a director since our inception. Mr. Mastrangelo has been the President, Chief Operating Officer and a director of both Bancorp and the Bank since 1999. From 1995 through 1999 he was a Senior Vice President and the Chief Technology Officer for Jefferson Bank. From 1993 to 1995, he was an Assistant Vice President and systems specialist with PNC Bank, Family Wealth Management Division. From 1993 to 1994, he was a technical representative for ROI Computer Services, Inc. and, from 1988 to 1993, a systems manager for The Annenberg Foundation.

Martin F. Egan has been Chief Financial Officer and Secretary since our inception. Mr. Egan has been Senior Vice President, Chief Financial Officer and Secretary of both Bancorp and the Bank since 1999. From 1994 through 1999, he was controller of Jefferson Bank of New Jersey and, from 1997, Vice President and Controller of Jefferson Bank. From 1992 to 1994, he was a senior accountant at Hitech Communications, Inc., a telecommunications company.

Walter T. Beach has been a director since February 2008. Mr. Beach has been a director of both Bancorp and the Bank since 1999. Mr. Beach has been the Managing Director of Beach Investment Counsel, Inc., an investment management firm, since 1997. From 1993 to 1997, Mr. Beach was a Senior Analyst and Director of Research at Widmann, Siff and Co., Inc., an investment management firm, where he was, beginning in 1994, responsible for the firm’s investment decisions for its principal equity product. From 1992 to 1993, he was an associate and financial analyst at Essex Financial Group, a consulting and merchant banking firm. From 1991 to 1992 he was an analyst at Industry Analysis

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Group, an industry and economic consulting firm. Mr. Beach is also a director of Resource Capital Corp. (NYSE: RSO), a real estate investment trust and RAI Acquisition Corp., a blank check company that intends to focus on acquisitions in the financial services industry other than extensively regulated businesses such as banks, insurance companies, registered broker-dealers and their holding companies.

Michele A. Fitzpatrick has been a director since February 2008. Since June 2007 Ms. Fitzpatrick has been acting as an independent adviser to The Carlyle Group, Investcorp Technology Partners and other private equity groups. From 2003 to 2006, Ms. Fitzpatrick was Chief Executive Officer of Trema AB, a provider of treasury and capital market management software for businesses and financial institutions, where she oversaw Trema’s merger and integration with WallStreet Systems Inc. From 2001 to 2002, she was President Europe and General Manager of Network Associates Inc., now known as McAfee Inc. (NYSE: MFE), a provider of computer and network security software and services, where she ran the company’s European operations. From 1997 to 2001, she was Senior Vice President for General Business of Oracle Corporation (NASDAQ: ORCL), where she built its European mid-market business and ran its internet direct sales division. Ms. Fitzpatrick is currently serving on the board of a Swiss company, Actant Gmbh, and she has been repeatedly included as an innovator in US “Treasury & Risk” magazine’s annual listing of the 100 most influential leaders in finance.

T. Stephen Johnson has been a director since February 2008. He is currently Chairman of T. Stephen Johnson and Associates, a financial consulting and investment banking firm that he founded in 1986. Mr. Johnson has been the Chairman of Bank of Atlanta since 2006, a director of Avenue Bank, Nashville, Tennessee, since 2007 and a director of NHB Holdings, Salt Lake City, Utah, a bank holding company, since 2005. In addition, in 1998 Mr. Johnson founded and is currently Chairman Emeritus of Directo, Inc., a provider of customized prepaid payment and pay card programs; Chairman of TeamStaff, Inc. (NASDAQ: TSTF), a company specializing in medical staffing and administrative/logistics services, a position he has held since 2001; and, since 2007, Chairman of Deposit Solutions, Inc., a transaction processing company. Since 1987, Mr. Johnson has been a director of eight different federal financial institutions and was a member of the Carter Center Board of Councilors from 1999 to 2007. Mr. Johnson has also been a member of Board of Trustees of the Georgia Tech College of Management since 2004.

Raymond Moyer has been a director since February 2008. Mr. Moyer has been President and Chief Executive Officer of Electronic Payment Exchange, a provider of integrated payment solutions and payment security services, since 2004. From 2002 to 2004 , he was Chief Executive Officer of InterCept Payment Services, a company that provided credit card and debit card transaction processing services. From 1992 to 1999, Mr. Moyer was President of Electronic Check Services, Inc., a payment services company and, from 1999 to 2001, he was Chief Executive Officer of EPX, a company formed for the purpose of acquiring Electronic Check Services. From 1989 to 1992, he was President of Univenture, Inc., a manufacture and distributor to the food service industry. From 1986 to 1989, he was manager of M&A activity for the Mid Atlantic Region for Allied Investment Bankers. Mr. Moyer is also Chairman of the Board of Blue Square Energy, Inc., a manufacturer of solar energy photovoltaic cells and a member of the Board of Directors for Exception Care for Children, a non-profit, providing long term and hospice care to medically fragile children.

PRIOR ACQUISITION EXPERIENCE OF MANAGEMENT

Senior management of our company has significant experience in identifying target financial services businesses, directing the due diligence examination of a target business, negotiating the terms of the transaction and consummating the acquisition. At Bancorp, Mrs. Cohen, Mr. Mastrangelo and Mr. Egan were jointly responsible for the acquisition in 2007 of a stored value card business with approximately $117 million in assets and an automobile leasing business with approximately $27.2 million in assets. While at JeffBanks, Inc., Mrs. Cohen was responsible for the acquisition of five banks, with assets ranging from approximately $61 million to $229.6 million. In addition,

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Mrs. Cohen was responsible for the sale of JeffBanks, Inc., which then had total assets of approximately $1.7 billion, to Hudson United Bancorp.

NUMBER AND TERMS OF OFFICE OF DIRECTORS

Upon the consummation of this offering, our board of directors will consist of six directors. These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating our initial business combination. However, except for Mr. Beach, none of these individuals has been or is currently a principal of or affiliated with a blank check company. Nevertheless, we believe that the skills and expertise of these individuals, their collective access to potential target businesses, and their ideas, contacts, and acquisition expertise should enable them to successfully identify and assist us in completing our initial business combination. However, there is no assurance such individuals will, in fact, be successful in doing so.

EXECUTIVE OFFICER COMPENSATION

None of our executive officers or directors has received or will receive any fees, reimbursements, cash payments or compensation of any kind for service rendered before or in connection with the consummation of our initial business combination other than:

Ø	repayment of a loan in the amount of $100,000, plus interest, made to us by our sponsor to cover offering-related and organizational expenses,
Ø	reimbursement for any out-of-pocket expenses incident to the offering and finding a suitable initial business combination and
Ø	payment to Bancorp of $7,500 per month for office space and secretarial and administrative services.

Our audit committee will review and approve all payments made to our sponsor, officers, directors or our of their affiliates, other than the $7,500 per month payment described above, and any payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

After our initial business combination, our executive officers and directors who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely, however, that the amount of such compensation will be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our Chairman and Chief Executive Officer and other officers following the initial business combination will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board, in accordance with the rules of the AMEX.

DIRECTOR INDEPENDENCE

The AMEX requires that a majority of our board must be composed of “independent directors.” An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of a company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Our board of directors has determined that Messrs. Beach, Johnson and Moyer and Ms. Fitzpatrick, are “independent directors” as such term is defined in the rules of the AMEX and Rule 10A-3 of the Exchange Act.

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Management

We have agreed that we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA that a business combination with such target business is fair to our stockholders from a financial point of view.

BOARD COMMITTEES

Prior to the completion of this offering, our board of directors will form an audit committee and a governance and nominating committee. Each committee will be composed of three directors.

Audit Committee

On completion of this offering, our audit committee will consist of          ,           and           with           serving as chair. As required by the rules of the AMEX, each of the members of our audit committee is able to read and understand fundamental financial statements, and we consider           to qualify as an “audit committee financial expert” and as “financially sophisticated” as defined under SEC and AMEX rules, respectively. The responsibilities of our audit committee will include:

Ø	meeting with our management periodically to consider the adequacy of our internal control over financial reporting and the objectivity of our financial reporting;
Ø	appointing the independent registered public accounting firm, determining the compensation of the independent registered public accounting firm, pre-approving the engagement of the independent registered public accounting firm for audit and non-audit services and monitoring the independence of the independent registered public accounting firm;
Ø	overseeing the independent registered public accounting firm, including reviewing independence and quality control procedures and experience and qualifications of audit personnel that are providing us audit services;
Ø	meeting with the independent registered public accounting firm and reviewing the scope and significant findings of the audits performed by them, and meeting with management and internal financial personnel regarding these matters;
Ø	reviewing our financing plans, the adequacy and sufficiency of our financial and accounting controls, practices and procedures, the activities and recommendations of the auditors and our reporting policies and practices, and reporting recommendations to our full board of directors for approval;
Ø	establishing procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters;
Ø	following the completion of this offering, preparing the report required by the rules of the SEC to be included in our annual proxy statement;
Ø	monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering;
Ø	reviewing and approving all related-party transactions; and

Ø  reviewing and approving all payments made to our sponsor, officers, directors and affiliates, other than the payment of an aggregate of $7,500 per month to Bancorp for office space, secretarial and administrative services, for costs incurred in identifying potential target businesses. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

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Corporate Governance and Nominating Committee

On completion of this offering, our corporate governance and nominating committee will consist of          , and          with           serving as chair. The functions of our corporate governance and nominating committee include:

Ø	recommending qualified candidates for election to our board of directors;
Ø	evaluating and reviewing the performance of existing directors;
Ø	making recommendations to our board of directors regarding governance matters, including our certificate of incorporation, bylaws and charters of our committees; and
Ø	developing and recommending to our board of directors governance and nominating guidelines and principles applicable to us.

The corporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The corporate governance and nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time. The corporate governance and nominating committee does not distinguish among nominees recommended by stockholders and other persons.

CODE OF ETHICS AND COMMITTEE CHARTERS

We will adopt a code of ethics that applies to our officers, directors and employees. We will file copies of our code of ethics and our board committee charters as exhibits to the registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a current report on Form 8-K.

CONFLICTS OF INTEREST

Investors should be aware of the following conflicts of interest:

Ø  Members of our management team and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. These conflicts could impair our ability to consummate a business combination.

Ø  Our sponsor or members of our management team and our directors are or may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us. In particular, Mr. Johnson is currently a director of two financial institutions, chairman of a third financial institution and chairman of a financial consulting and investment banking firm; and Mr. Moyer is currently the president and chief executive officer of a provider of integrated payment solutions and payment security services. Also, following our initial business combination, our right of first review agreement with Bancorp, of which Mrs. Cohen and Messrs. Egan and Mastrangelo are officers or directors, will expire. See “Management — Directors and Executive Officers.” As a result, they may have conflicts of interest in allocating business opportunities to us.

Ø  The interest of members of our management team and directors in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a conflict of interest in determining whether a particular target business is appropriate for an initial business combination and in the public stockholders’ best interest.

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Management

Ø  Members of our management team and directors may have a conflict of interest with respect to evaluating a particular initial business combination if the retention or resignation of any such member of our management team or director were included by a target business as a condition to any agreement with respect to an initial business combination.

Except for the right of first review agreement between us and Bancorp, we do not have a policy that expressly prohibits Bancorp, the Bank, our sponsor, or our or their officers or directors from engaging for their own account in business activities of the type in which we may engage (that is, those activities that are permitted to be undertaken by financial holding companies). Accordingly, these persons may have an interest in transactions in which we are involved and may also compete with us.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

Ø	the corporation could financially undertake the opportunity;
Ø	the opportunity is within the corporation’s line of business; and
Ø	it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, which we describe in “Management—Directors and Executive Officers,” our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board of directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor and we currently do not have in place a policy for resolving such conflicts.

Each of our officers and directors has, or may come to have, to a certain degree, other fiduciary obligations. Members of our management team have fiduciary obligations to other companies on whose board of directors they presently sit, or may have obligations to companies whose board of directors they may join in the future. To the extent that they identify business opportunities that may be suitable for us or other companies on whose board of directors they may sit, our directors will honor those fiduciary obligations. Accordingly, they may not present opportunities to us that come to their attention in the performance of their duties as directors of such other entities unless the other companies have declined to accept such opportunities or clearly lack the resources to take advantage of such opportunities. See “Management—Directors and Executive Officers.”

To minimize certain conflicts of interest, we have agreed that we will not enter into our initial business combination with any target business in which Bancorp or any of our or their affiliates, officers or directors has a financial interest, without the approval of a majority of our independent and disinterested directors and unless we obtain an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA that a business combination with such target business is fair to our stockholders from a financial point of view. We expect that any such opinion would be included in our proxy solicitation materials furnished to our stockholders in connection with the stockholder vote on our initial business combination, and that such independent investment banking firm will be a consenting expert. Although management has not consulted with any investment banker in connection with such an opinion, it is anticipated that the opinion shall only be relied upon by our board of directors and not by our stockholders. See “Risk Factors—We will not be required to obtain an opinion from an investment banking firm as to the fair market value of a proposed business combination if our board of directors independently determines that the target has sufficient fair market value except where Bancorp or our or their affiliates, officers or directors has a financial interest. It is possible that any opinion we do obtain could only be relied upon by our board of directors and not by our stockholders.”

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Principal stockholders

The following table sets forth information regarding the direct and indirect beneficial ownership of our common stock as of March 25, 2008, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming no purchase of units in this offering), by:

Ø	each beneficial owner of more than 5% of our outstanding shares of common stock;
Ø	each of our officers and directors; and
Ø	all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the founder’s warrants or the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.

	Before offering					After offering
	Number of		Percentage					Percentage
	shares before		of					of
	offering and		outstanding					outstanding
	private		common			Number of		common
Name and address of beneficial owners(1)	placement		stock			shares(2)		stock
Directors
Betsy Z. Cohen		287,500		10.00	%		250,000		2.00	%
Frank M. Mastrangelo		215,625		7.50	%		187,500		1.50	%
Walter T. Beach		71,875		2.50	%		62,500			*
Michele A. Fitzpatrick		71,875		2.50	%		62,500			*
T. Stephen Johnson		71,875		2.50	%		62,500			*
Raymond Moyer		71,875		2.50	%		62,500			*
Non-Director Executive Officers
Martin F. Egan		32,344		1.13	%		28,125			*
All directors and officers as a group (7 persons)		822,969		28.63	%		715,625		5.73	%
Other Owners of 5% or More of Outstanding Shares
TBBK Acquisitions I, LLC		1,509,375		52.50	%		1,312,500		10.50	%
Daniel G. Cohen		143,750		5.00	%		125,000		1.00	%

*	Less than 1%.
(1)	Unless otherwise indicated, the business address of each of the individuals or entities is 405 Silverside Road, Wilmington, DE 19809.
(2)	Assumes (i) no exercise of the underwriters’ over-allotment option and (ii) forfeiture of 375,000 of founders’ units.

If the number of units we offer to the public is increased or decreased from the number shown in this prospectus prior to the conclusion of the offering, then the founders’ units will be adjusted in the same proportion as the increase or decrease in the units offered hereby in order to maintain their percentage ownership. We will not make or receive any cash payment in respect of any such adjustment.

Transfer Restrictions

We, our existing holders and Bancorp have entered into a lock-up agreement with the underwriters. Under the terms of this agreement, we may not issue any new units, shares of common stock or

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Principal stockholders

warrants, or publicly announce the intention to do any of the foregoing, without the prior written consent of UBS Securities LLC, until or in connection with the consummation of our initial business combination. Additionally, our existing holders have agreed not to enter into any agreement to sell or transfer any of their common stock held before the completion of this offering, if any, until one year after the consummation of our initial business combination, and any of their private placement warrants, until after the consummation of our initial business combination. This consent may be given at any time without public notice. However, if (i) during the last 17 days of the applicable lock-up period, we issue material news or a material event relating to us occurs or (ii) before the expiration of the applicable lock-up period, we announce that material news or a material event will occur during the 16-day period beginning on the last day of the applicable lock-up period, the applicable lock-up period will be extended for up to 18 days beginning on the issuance of the material news or the occurrence of the material event.

Additionally, other than our sponsor, each of our existing holders has agreed, and their permitted transferees will agree, to resell his, her or its founders’ units to our sponsor at the original purchase price of $0.0087 per unit in the event that his, her or its employment with us, Bancorp or any of our or its affiliates terminates for any reason prior to the time we consummate an initial business combination.

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Certain transactions

On March 10, 2008, we issued 2,875,000 units to the existing holders for $25,000 in cash, an amount customary as the investment upon formation of a blank check company. This includes 375,000 units that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised or is exercised in part so that the existing holders will collectively own 20% of our units after consummation of this offering and exercise or expiration of the over-allotment option (assuming none of them purchase units in this offering).

The founders’ units are identical to those sold in this offering, except that:

Ø	the existing holders have agreed to vote all of their founders’ shares in the same manner as a majority of the public stockholders who vote at the special or annual meeting called for the purpose of approving our initial business combination;
Ø	the existing holders have agreed that the founders’ shares will not participate with the common stock included in the units sold in this offering in any liquidating distribution; and
Ø	the founders’ warrants included therein will:

Ø	only become exercisable after our consummation of our initial business combination if and when the last sales price of our common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination; and
Ø	be non-redeemable so long as they are held by the founders and their permitted transferees.

We have entered into an agreement with our sponsor pursuant to which it will purchase an aggregate of 3,300,000 warrants at a purchase price of $1.00 per warrant for an aggregate purchase price of $3,300,000. The private placement will occur immediately before completion of this offering. The proceeds from the investment in the private placement warrants will be added to the proceeds of this offering and will be held in the trust account pending our completion of an initial business combination on the terms described in this prospectus. If we do not complete such an initial business combination, then the $3,300,000 will be part of the liquidation distribution to our public stockholders, and the warrants will expire worthless. These warrants will be purchased in a private placement pursuant to an exemption from registration contained in Section 4(2) of the Securities Act.

We will also enter into an agreement with each of the existing holders granting them the right to demand that we register (i) the resale of the founders’ units, the founders’ shares, the founders’ warrants as well as the shares of common stock issuable upon the exercise of the founders’ warrants and (ii) with respect to our sponsor, the resale of the private placement warrants and the shares of common stock issuable upon exercise of the private placement warrants. The registration rights will be exercisable with respect to the founders’ units, founders’ shares, founders’ warrants (including shares issuable upon exercise of such warrants), at any time commencing three months before the date on which they are no longer subject to the transfer restrictions described above and with respect to the private placement warrants and the shares of common stock issuable upon exercise of such warrants, at any time after the execution of a definitive agreement for an initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Please see “Description of Securities—Securities Eligible for Future Sale—Registration rights” for additional information.

As of March 24, 2008, our sponsor had loaned us a total of $100,000 evidenced by a promissory note, which was used to pay a portion of the expenses of this offering referenced in the line items above, including certain organizational expenses. This loan bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009. The promissory note defines ‘prime’ as the Prime Rate as published in the Money Rates section of the Wall Street Journal, Eastern Edition, printed edition. This note will be repaid out of the proceeds of this offering not being placed in the trust account.

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Certain transactions

We have agreed to pay Bancorp a monthly fee of $7,500 for office space and administrative services, including secretarial support. This fee will commence once the proposed offering is completed. We believe that such fees are at least as favorable as we could have obtained from an unaffiliated third party.

We will reimburse our officers, directors and affiliates, including Bancorp and its employees, for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. Subject to availability of proceeds not placed in the trust account and interest income of up to $2.0 million on the balance in the trust account, there is no limit on the amount of out-of-pocket expenses that could be incurred. Our audit committee will review and approve all payments made to our officers, directors and affiliates, other than the $7,500 per month payment described above, and any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account and interest income of up to $2.0 million on the balance in the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate an initial business combination.

Members of our management team may become aware of business opportunities that may be appropriate for presentation to us as well as the other entities with which they are or may be affiliated. We have entered into a business opportunity right of first review agreement with Bancorp that provides that from the date of this prospectus until the earlier of the consummation of our initial business combination or our liquidation in the event we do not consummate an initial business combination, we will have a right of first review with respect to business combination opportunities identified by Bancorp or any of its affiliates relating to companies that are not publicly traded on a stock exchange or over-the-counter market with an enterprise value of over $60 million. Bancorp will first offer, or cause to be offered, any such business opportunity to us, and Bancorp will not, and will cause each other business entity under its management not to, pursue such opportunity unless and until a majority of our disinterested directors have determined for any reason that we will not pursue such opportunity. Other than reimbursable out-of-pocket expenses payable to our officers and directors and Bancorp and an aggregate of $7,500 per month paid to Bancorp for office space, secretarial and administrative services, no compensation or fees of any kind, including finder’s and consulting fees or any other forms of compensation, including but not limited to stock options, will be paid to any of our officers or directors or their affiliates.

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Description of securities

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. Assuming no exercise of the underwriters’ over-allotment option and forfeiture of the 375,000 founder’s units, 12,500,000 shares of our common stock will be outstanding following this offering. No shares of preferred stock are or will be outstanding immediately following this offering. The following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of the Delaware General Corporation Law.

UNITS

Public Stockholder Units

Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock at a price of $7.50 per share of common stock, subject to adjustment. Holders of the warrants must pay the exercise price in full upon exercise of the warrants. Holders will not be entitled to receive a net cash settlement upon exercise of the warrants. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of expiration of the underwriters’ over-allotment option, its exercise in full or the announcement by the underwriters of their intention not to exercise all or any portion of the over-allotment option, subject to our having filed the Form 8-K described below and having issued a press release announcing when such separate trading will begin.

In no event will the common stock and warrants be traded separately until we have filed a current report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issued a press release announcing when such separate trading will begin. We will file the Form 8-K upon the consummation of this offering, which is anticipated to take place four business days from the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if such option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised following the initial filing of such Form 8-K, we will file a second or amended Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option.

Founders’ Units

The existing holders purchased an aggregate of 2,875,000 of our units for an aggregate purchase price of $25,000 in a private placement. This includes up to 375,000 units that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised or is exercised in part so that the existing holders will collectively own 20% of our units after consummation of this offering and exercise or expiration of the over-allotment option (assuming none of them purchase units in this offering). Each unit consists of one share of common stock and one warrant. The founders’ units are identical to the units sold in this offering, except that:

Ø  the existing holders have agreed to vote all of their founders’ shares in the same manner as a majority of the public stockholders who vote at the special or annual meeting called for the purpose of approving our initial business combination;

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Description of securities

Ø	the existing holders have agreed that the founders’ shares will not participate with the common stock included in the units sold in this offering in any liquidating distribution;
Ø	the initial founders’ warrants included therein will:

Ø	only become exercisable after our consummation of our initial business combination if and when the last sales price of our common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination; and
Ø	be non-redeemable so long as they are held by the founders and their permitted transferees.

The holders of the warrants purchased in this offering will not be able to exercise those warrants unless we have an effective registration statement covering the shares issuable upon their exercise and a related current prospectus available. Although the shares of common stock issuable pursuant to the founders’ warrants will not be issued pursuant to a registration statement, the warrant agreement provides that the founders’ warrants may not be exercised unless an effective registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering is effective and a related current prospectus is available.

Pursuant to a registration rights agreement between us and the existing holders, the founders’ units, the founders’ shares and the founders’ warrants and shares issuable upon exercise thereof will be entitled to certain registration rights at any time commencing three months prior to the date that they are no longer subject to transfer restrictions.

Our existing holders have agreed, subject to certain exceptions described below, not to sell or otherwise transfer any of their founders’ units, founders’ shares or founders’ warrants (including the common stock to be issued upon exercise of the founders’ warrants) for a period of one year from the date of the consummation of a business combination.

Each of our existing holders who is an employee of our sponsor, Bancorp or the Bank has agreed to resell his founders’ units to our sponsor at the original purchase price of $0.0087 per unit in the event that his employment with our sponsor, Bancorp or the Bank terminates for any reason prior to the time we consummate an initial business combination.

The existing holders are permitted to transfer their founders’ units, founders’ shares or founders’ warrants (including the common stock to be issued upon exercise of the founders’ warrants) to:

Ø	our officers or directors or any affiliates or family members of any of our officers or directors;
Ø	an immediate family member of a holder of founders’ units or a trust, the beneficiary of which is an immediate family member of a holder of founders’ units, an affiliate of the holder of founders’ units or to a charitable organization, who in each case receives such securities as a gift;
Ø	to any person who receives such securities by virtue of the laws or descent and distribution upon death of the existing holder; or
Ø	to any person who receives such securities pursuant to a qualified domestic relations order;

provided, however, that any permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and to vote in accordance with the majority of the shares of common stock voted by our public stockholders in connection with our initial business combination and waive any rights to participate in any liquidation distribution if we fail to consummate an initial business combination and, in the case of the units subject to forfeiture, agree to the forfeiture of such units, pro rata with the other founders’ units, to the extent that the underwriters’ over-allotment option is not exercised in full. For so long as the founders’ units (including founders’ shares and founders’ warrants) are subject to such transfer restrictions they will be held in an escrow account maintained by American Stock Transfer & Trust Company. Any transfer to a permitted transferee will be in a private transaction exempt from registration under the Securities Act.

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Description of securities

Following the date that the common stock and warrants are eligible to trade separately, the units will continue to be listed for trading, and any security holder may elect to separate a unit and trade the common stock or warrants separately or as a unit. Even if the component parts of the units are separated and traded separately, the units will continue to be listed as a separate security, and consequently, any subsequent securityholder owning common stock and warrants may elect to combine them together and trade them as a unit. Securityholders will have the ability to trade our securities as units until such time as the warrants expire or are redeemed.

COMMON STOCK

General

As of the date of this prospectus, there were 2,875,000 shares of our common stock outstanding. This includes an aggregate of up to 375,000 founders’ units that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised or is exercised in part so that the founders’ units constitute 20% of our issued and outstanding units after consummation of this offering. On closing of this offering and the sale of the private placement warrants (assuming no exercise of the underwriters’ over-allotment option and forfeiture of the 375,000 founders’ units), 12,500,000 shares of our common stock will be outstanding. Holders of common stock will have exclusive voting rights for the election of our directors and all other matters requiring stockholder action, except with respect to amendments to our certificate of incorporation that alter or change the powers, preferences, rights or other terms of any outstanding preferred stock if the holders of such affected series of preferred stock are entitled to vote on such an amendment. Holders of common stock will be entitled to one vote per share on matters to be voted on by stockholders and also will be entitled to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefore. After our initial business combination is concluded, if ever, and upon a subsequent liquidation or dissolution, the holders of common stock will be entitled to receive pro rata all assets remaining available for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock at the time outstanding. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

In connection with the vote required for our initial business combination, the existing holders have agreed to vote their founders’ shares in the same manner as a majority of the public stockholders, and each of them have also agreed that if they acquire shares of common stock in or following this offering, they will vote all such acquired shares in favor of our initial business combination. Any such purchases of common stock following this offering will be based solely upon the judgment of such person or entity (and may be made to impact the shareholder vote to approve a business combination) and are expected to be effected through open market purchases or privately negotiated transactions. As a result, none of our existing holders will be able to exercise the conversion rights for any shares they hold if our initial business combination is approved by a majority of our public stockholders who vote in connection with our initial business combination. Following the offering, we believe that our sponsor and our officers and directors will often be in possession of material non-public information about us that will restrict their ability to make purchases of our securities. In connection with the vote required for our initial business combination, a majority of our issued and outstanding common stock (whether or not held by public stockholders), present in person or by proxy, will constitute a quorum. If a quorum is not present, our bylaws permit a majority in voting power of the stockholders present in person or by proxy and entitled to vote at the meeting to adjourn the meeting for 30 days or less from time to time, without notice other than announcement of the date, time and place of the adjourned meeting at the meeting, until the requisite amount of stock entitled to vote shall be present.

We will proceed with an initial business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders

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owning no more than 30% of the shares (minus one share) sold in this offering vote against the business combination and exercise their conversion rights as described below. Voting against the business combination alone will not result in conversion of a stockholder’s shares into a pro rata share of the trust account. The stockholder must have also exercised the conversion rights described below for a conversion to be effective.

If we are forced to liquidate prior to our initial business combination, our public stockholders are entitled to share ratably in the trust account, inclusive of any interest not previously released to us to fund working capital requirements, and net of any income taxes payable on interest on the balance in the trust account, which income taxes, if any, shall be paid from the trust account, and any assets remaining available for distribution to them after payment of liabilities. Liquidation expenses will be paid only from funds held outside of the trust account. If we do not complete an initial business combination and the trustee must distribute the balance of the trust account, the underwriters have agreed that: (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) the deferred underwriters’ discounts and commission will be distributed on a pro rata basis among the public stockholders together with any accrued interest thereon and net of income taxes payable on such interest. Our initial stockholders have waived their rights to participate in any liquidation distribution with respect to the founders’ shares. There will be no distribution from the trust account with respect to any of our warrants, which will expire worthless if we are liquidated, and as a result purchasers of our units will have paid the full unit purchase price solely for the share of common stock included in each unit.

Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that public stockholders have the right to have their shares of common stock converted to cash equal to their pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting discounts and commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to $2.0 million on the trust account balance previously released to us to fund our working capital requirements) if they vote against our initial business combination and our initial business combination is approved and completed. Public stockholders who convert their common stock into their pro rata share of the trust account will retain the right to exercise any warrants they own.

DIVIDENDS

We have not declared or paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of our initial business combination. The payment of dividends in the future will depend on our revenues and earnings, if any, capital requirements and general financial condition after our initial business combination is completed. The payment of any dividends subsequent to a business combination will be within the discretion of our then-board of directors. It is the present intention of our board of directors to retain any earnings for use in our business operations and, accordingly, we do not anticipate the board declaring any dividends in the foreseeable future.

The payment of dividends, if ever, on the common stock will be subject to the prior payment of dividends on any outstanding preferred stock, of which there is currently none.

PREFERRED STOCK

Our amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each

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series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. Our amended and restated certificate of incorporation prohibits us, prior to our initial business combination, from issuing preferred stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock on our initial business combination. We may issue some or all of the preferred stock to effect our initial business combination. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in this offering.

WARRANTS

Public Stockholder Warrants

Each warrant entitles the registered holder to purchase one share of our common stock at a price of $7.50 per share, subject to adjustment, as discussed below, at any time commencing on the later of:

Ø	the completion of our initial business combination; or
Ø	twelve months from the closing of this offering,

provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.

The warrants will expire five years from the date of this prospectus at 5:00 p.m., New York time, or earlier upon redemption or liquidation of the trust account.

Once the warrants become exercisable, we may call the warrants for redemption:

Ø	in whole and not in part,
Ø	at a price of $.01 per warrant,
Ø	upon not less than 30 days’ prior written notice of redemption to each warrant holder, and
Ø	if, and only if, the reported last sale price of the common stock equals or exceeds $14.25 per share for any 20 trading days within a 30-trading-day period ending on the third business day prior to the notice of redemption to warrant holders,

provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants we have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.

We have established the above conditions to our exercise of redemption rights with the intent of:

Ø	providing warrant holders with adequate notice of redemption, and allowing them to exercise their warrants prior to redemption at a time when there is a reasonable premium to the warrant exercise price; and
Ø	providing a sufficient differential between the then-prevailing common stock price and the warrant exercise price so there is a buffer to absorb any negative market reaction to our redemption of the warrants.

If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, there is no guarantee that the price of the common stock will exceed the $14.25 trigger price or the warrant exercise price

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after the redemption notice is issued and the price may in fact decline as a result of the limited liquidity following any such call for redemption. On and after the date specified in the notice of redemption, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrants upon surrender of the warrant.

The warrants will be issued in registered form under the warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions of the warrants.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the exercise price and number of shares of common stock issuable on exercise of the warrants will not be adjusted for issuances of common stock at a price below the warrant exercise price.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. Holders of warrants will not be entitled to a net cash settlement upon exercise of the warrants. Warrant holders do not have the rights or privileges of holders of common stock, including voting rights, until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No warrants will be exercisable unless at the time of exercise we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. Under the warrant agreement, we have agreed to use our best efforts to have an effective registration statement covering shares of common stock issuable on exercise of the warrants and to maintain a current prospectus relating to the common stock from the date the warrants become exercisable to the date the warrants expire or are redeemed. However, we cannot assure you that we will be able to register such common stock or maintain a current prospectus relating to the common stock. The market for the warrants may be limited and the warrants may have no value if the warrants cannot be exercised because we do not have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants. Holders of warrants will not be entitled to a cash settlement for their warrants if we fail to have an effective registration statement or a current prospectus available relating to the common stock issuable upon exercise of the warrants, and holders’ only remedies in such event will be those available if we are found by a court of law to have breached our contractual obligation to them by failing to do so.

Founders’ Warrants

The founders’ warrants are substantially similar to those being issued in this offering, except that the founders’ warrants will:

Ø	only become exercisable after our consummation of a business combination if and when the last sales price of our common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination; and
Ø	be non-redeemable so long as they are held by the initial stockholders or their permitted transferees.

The holders of the warrants purchased in this offering will not be able to exercise those warrants unless we have an effective registration statement covering the shares issuable upon their exercise and a related current prospectus available. Although the shares of common stock issuable pursuant to the founders’

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warrants will not be issued pursuant to a registration statement, the warrant agreement provides that the founders’ warrants may not be exercised unless an effective registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering is effective and a related current prospectus is available.

The holders of the founders’ units have agreed not to sell or otherwise transfer any of their founders’ warrants (including the common stock to be issued upon exercise of the founders’ warrants) for a period of one year from the date of the consummation of a business combination, other than to permitted transferees who agree to be subject to these transfer restrictions. See “Principal Stockholders—Transfer Restrictions.” In addition, at any time commencing three months prior to the time they are no longer subject to transfer restrictions, the founders’ warrants and the shares of common stock issuable upon exercise of the founders’ warrants will be entitled to registration rights under an agreement to be signed on or before the date of this prospectus.

Private Placement Warrants

The private placement warrants are identical to those being issued in this offering, except that the private placement warrants:

Ø	will be exercisable by payment of cash or on a cashless basis so long as they are held by the original purchaser or its permitted transferees; and
Ø	are not subject to redemption by us.

The holders of the warrants purchased in this offering will not be able to exercise those warrants unless we have an effective registration statement covering the shares issuable upon their exercise and a related current prospectus available. Although the shares of common stock issuable pursuant to the private placement warrants will not be issued pursuant to a registration statement, the warrant agreement provides that the private placement warrants may not be exercised unless an effective registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering and a related current prospectus is available.

Our sponsor has agreed that it will not sell or transfer the private placement warrants (including the common stock issuable upon exercise of the private placement warrants) until after we complete our initial business combination, other than to permitted transferees who agree to be subject to these transfer restrictions. See “Principal Stockholders—Transfer Restrictions.” In addition, at any time after the execution of a definitive agreement for an initial business combination, the private placement warrants and the shares of common stock issuable upon exercise of the private placement warrants will be entitled to registration rights under an agreement to be signed on or before the date of this prospectus.

If we do not complete an initial business combination that meets the criteria described in this prospectus, then the $3,330,000 purchase price of the private placement warrants will become part of the liquidation distribution to our public stockholders and the private placement warrants will expire worthless.

Our Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrants is American Stock Transfer & Trust Company.

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CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS

Special meeting of stockholders

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors or by our chairman.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of stockholders. For the first annual meeting of stockholders after the closing of this offering, a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 90th day prior to the scheduled date of the annual meeting of stockholders or the 10th day following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but unissued shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

LIMITATION ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our directors to provide contractual indemnification in addition to the indemnification provided in our amended and restated certificate of incorporation. We believe that these provisions and agreements are necessary to attract qualified directors. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.

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These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

SECURITIES ELIGIBLE FOR FUTURE SALE

Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option and the forfeiture of 375,000 founders’ units), we will have 12,500,000 shares of common stock outstanding. Of these shares, the 10,000,000 shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 2,500,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

Rule 144

On November 15, 2007, the SEC adopted amendments to Rule 144. These amendments became effective on February 15, 2008. Rule 144, as amended, is described below.

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the availability of current information.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through AMEX during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

However, Rule 144 is not generally available for the resale of securities initially issued by a reporting or non-reporting shell company such as us. Despite this general prohibition, Rule 144 does permit reliance on Rule 144 for resales by a securityholder when:

Ø	the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;
Ø	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

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Ø	the issuer of the securities has filed all Exchange Act reports and material required to be filed during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials), other than current reports on Form 8-K; and
Ø	at least one year has elapsed from the time the issuer has filed current Form 10 equivalent information with the SEC reflecting its status as an entity that is not a shell company.

As a result, the founders’ units, the common stock and warrants included in such units, the private placement warrants and the common stock issuable upon exercise of such warrants may not be resold under Rule 144 until our business combination occurs and the conditions set forth in the preceding paragraphs are satisfied.

Registration rights

Concurrently with the issuance and sale of the securities in this offering, we will enter into an agreement with each of the existing holders granting (i) the right to demand that we register the resale of the founders’ units, the founders’ shares, the founders’ warrants as well as the shares of common stock issuable upon the exercise of the founders’ warrants and (ii) the right to demand that we register the resale of the private placement warrants and the shares of commons tock issuable upon exercise of the private placement warrants. The registration rights will be exercisable with respect to the founders’ units, founders’ shares and founders’ warrants (including shares issuable upon exercise of such warrants) at any time commencing three months before the date on which they are no longer subject to the transfer restrictions described in “Principal Stockholders—Transfer Restrictions,” and with respect to the private placement warrants and the shares of common stock issuable upon exercise of such warrants, at any time after the consummation of our initial business combination. In addition, our sponsor and certain of our officers and directors each has “piggy-back” registration rights on registration statements filed subsequent to the date on which the founders’ units and the founders’ shares are no longer subject to the lock-up agreement, or, with respect to the warrants and the underlying shares of common stock, after the warrants become exercisable by their terms. Permitted transferees will, under certain circumstances, be entitled to the registration rights described herein. We will bear the expenses incurred in connection with the filing of any such registration statements.

LISTING

Currently, there is no public market for our units, common units or warrants. We intend to apply to have our units listed on the AMEX under the symbol “FAQ.U” and, once the common stock and warrants begin separate trading, to have our common stock and warrants listed on the AMEX under the symbols “FAQ” and “FAQ.W,” respectively.

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Material U.S. federal income and estate tax consequences

The following are the material U.S. federal income and estate tax considerations with respect to your acquisition, ownership and disposition of our units or components thereof, which we refer to collectively as our securities, assuming you purchase the securities in this offering and will hold them as capital assets within the meaning of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

This discussion does not address all of the U.S. federal income and estate tax considerations that may be relevant to you in light of your particular circumstances, and it does not describe all of the tax consequences that may be relevant to holders subject to special rules, such as:

Ø	certain financial institutions;
Ø	insurance companies;
Ø	dealers and traders in securities or foreign currencies;
Ø	persons holding our securities as part of a hedge, straddle, conversion transaction or other integrated transaction;
Ø	persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
Ø	partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
Ø	persons liable for the alternative minimum tax; and
Ø	tax-exempt organizations.

The following does not discuss any aspect of state, local or non-U.S. taxation. This discussion is based on current provisions of the Code, Treasury regulations, judicial opinions, published positions of the U.S. Internal Revenue Service (“IRS”) and all other applicable authorities, all of which are subject to change, possibly with retroactive effect. This discussion is not intended as tax advice.

If a partnership holds our securities, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our securities, you should consult your tax advisor.

WE URGE PROSPECTIVE HOLDERS TO CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS WITH RESPECT TO ACQUIRING, HOLDING AND DISPOSING OF OUR SECURITIES.

There is no authority addressing the U.S. federal income tax treatment of securities with terms substantially the same as the units and, therefore, such treatment is not entirely clear. We intend to treat each unit for U.S. federal income tax purposes as an investment unit consisting of one share of our common stock and a warrant to acquire one share of our common stock, subject to adjustment. Pursuant to this treatment, in determining your basis for the common stock and warrant composing a unit, you should allocate your purchase price for the unit between the components on the basis of their relative fair market values at the time of issuance.

Our view of the characterization of the units and the purchase price allocation described above is not, however, binding on the IRS or the courts. We have not sought and will not seek any ruling from the IRS with respect to this offering. No assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Unless otherwise stated, the following discussion is based on the assumption that the characterization of the units and the allocation described above are accepted for U.S. federal tax purposes.

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U.S. HOLDERS

This section is addressed to U.S. holders of our securities. For purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner that is:

Ø	a citizen or resident of the United States;
Ø	a corporation, or other entity taxable as a corporation, created or organized in, or under the laws of, the United States or any political subdivision of the United States;
Ø	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
Ø	a trust, if either (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election under applicable Treasury regulations to be treated as a U.S. person.

Dividends and Distributions

As discussed under “Dividend Policy” above, we will not pay cash dividends prior to completion of our initial business combination and do not anticipate that any dividends will be paid in the foreseeable future. In the event that we do make distributions on our common stock, such distributions will be treated as dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. Distributions in excess of our current or accumulated earnings and profits will reduce your basis in the common stock (but not below zero). Any excess over your basis will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described in the first paragraph under “—Sale or Other Disposition or Conversion of Common Stock” below.

If you are a taxable corporation, any dividends we pay to you generally will qualify for the dividends received deduction if the requisite holding period is satisfied. If you are not a corporation, with certain exceptions (including but not limited to dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends you receive will be subject to tax at the maximum U.S. federal income tax rate applicable to capital gains for taxable years beginning on or before December 31, 2010, after which the U.S. federal income tax rate applicable to dividends is scheduled to return to the tax rate generally applicable to ordinary income.

It is unclear whether the conversion feature of the common stock described under “Proposed Business—Effecting a Business Combination—Conversion rights” will affect your ability to satisfy the holding period requirements for the dividends received deduction or the preferential tax rate on qualified dividend income with respect to the time period prior to the approval of an initial business combination.

Sale or Other Disposition or Conversion of Common Stock

Gain or loss you realize on the sale or other disposition of our common stock (other than conversion) and upon liquidation in the event we do not consummate a business combination within the required time will be capital gain or loss. The amount of your gain or loss will be equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the common stock is held as part of a unit at the time of disposition of the unit, the portion of the amount realized on such disposition that is allocated to the common stock based upon the then fair market value of such common stock) and (2) your tax basis in the common stock. Your adjusted tax basis in the common stock generally will equal your acquisition cost (that is, the portion of the purchase price of a unit allocated to that common stock) less any prior return of capital. Any capital gain or loss you realize on a sale or other disposition of our common stock will generally be long-term capital gain or loss if your holding period for the common stock is more than one year. If you

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are not a corporation, long term capital gain generally will be subject to a maximum U.S. federal income tax rate of 15% for tax years beginning on or before December 31, 2010, after which the maximum long term capital gains tax rate is scheduled to increase to 20%. The deduction of capital losses is subject to limitations, as is the deduction for losses upon a taxable disposition of our common stock (whether or not held as part of a unit) if, within a period beginning 30 days before the date of such disposition and ending 30 days after such date, you acquire, or have entered into a contract or option to acquire, substantially identical stock or securities. The conversion feature of the common stock described under “Proposed Business—Effecting a Business Combination—Conversion rights” could affect your ability to satisfy the holding period requirements for the long-term capital gain tax rate with respect to the time period prior to the approval of an initial business combination.

If you convert your common stock into a right to receive cash pursuant to the exercise of a conversion right as described above in “Proposed Business—Effecting a Business Combination—Conversion rights,” the conversion generally will be treated as a sale of common stock described in the preceding paragraph (rather than as a dividend or distribution and taxed as described in “Dividends and Distributions” above) if the conversion (1) is “substantially disproportionate” with respect to you, (2) results in a “complete termination” of your interest in us or (3) is “not essentially equivalent to a dividend” with respect to you.

In determining whether any of the foregoing three tests are satisfied, you must take into account not only stock actually owned by you, but also shares of our stock that you constructively own. You may constructively own stock owned by certain related individuals and entities in which you have an interest or that have an interest in you, as well as any stock you have a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock that you actually and constructively own immediately following the conversion of common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by you immediately before the conversion. There will be a complete termination of your interest if either (1) all of the shares of our stock actually and constructively owned by you are converted or (2) all of the shares of our stock actually owned by you are converted and you are eligible to waive, and effectively waive in accordance with specific rules, the attribution of stock owned by certain family members and you do not constructively own any other stock. The conversion of the common stock will not be essentially equivalent to a dividend if the conversion results in a “meaningful reduction” of your proportionate interest in us. Whether the conversion will result in a meaningful reduction in your proportionate interest will depend on the particular facts and circumstances. However, if you have a relatively minimal stock interest and, taking into account the effect of conversion by other stockholders, your percentage ownership in us is reduced as a result of the conversion, you should generally be regarded as having suffered a meaningful reduction in interest. For example, the IRS has ruled that any reduction in the stockholder’s proportionate interest will constitute a “meaningful reduction” in a transaction in which a holder held less than 1% of the shares of a corporation and did not have management control over the corporation.

You should consult your tax advisor as to whether conversion of your common stock will be treated as a sale or as a dividend under the Code and, if you actually or constructively own 5% or more of our common stock before conversion, whether you are subject to special reporting requirements with respect to such conversion.

Sale or Other Disposition, Exercise or Expiration of Warrants

Upon the sale or other disposition of a warrant, you will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the warrant. This capital gain or loss will be long-term capital gain or loss if, at the time of the sale or

97

Material U.S. federal income and estate tax consequences

exchange, the warrant has been held by you for more than one year. The deductibility of capital losses is subject to limitations.

Except as discussed below with respect to the cashless exercise of a warrant, you should not be required to recognize income, gain or loss upon exercise of a warrant. Your basis in a share of common stock received upon exercise will be equal to the sum of (1) your basis in the warrant and (2) the exercise price of the warrant. Your holding period in the shares received upon exercise will commence on the day after you exercise the warrants.

The U.S. federal income tax consequences of a cashless exercise of a warrant are not clear under current law. A cashless exercise may be tax-free, either because the exercise is not a gain recognition event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, your tax basis in our common stock received upon exercise would equal your aggregate tax basis in the warrants surrendered. If the cashless exercise were not treated as a gain recognition event, your holding period in our common stock received upon exercise would commence on the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of our common stock received upon exercise would include the holding period of the warrant.

It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized for U.S. federal income tax purposes. In such event, you could be deemed to have surrendered a number of warrants with a fair market value equal to the exercise price for the number of warrants deemed exercised (that is, the number of warrants equal to the number of shares of our common stock issued pursuant to the cashless exercise of the warrants). You would recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered to pay the exercise price and your tax basis in such warrants deemed surrendered. Provided that the warrants were held by you for more than a year at the time of such exercise, any such gain or loss would be long-term capital gain or loss. In this case, your tax basis in our common stock received upon exercise would equal the sum of the fair market value of the warrants deemed surrendered to pay the exercise price and your tax basis in the warrants deemed exercised. In such a case, your holding period for our common stock would commence on the day following the date of exercise of the warrant. Moreover, if you are a non-U.S. person and the cashless exercise of a warrant were treated as a taxable exchange for U.S. federal income tax purposes, the U.S. federal income tax treatment of your gain recognized from the cashless exercise would generally correspond to the U.S. federal income tax treatment of gain recognized on a taxable disposition of our common stock, as described under “Non-U.S. Holders—Sale or Other Disposition of Securities” below.

DUE TO THE ABSENCE OF AUTHORITY REGARDING THE U.S. FEDERAL INCOME TAX TREATMENT OF A CASHLESS EXERCISE OF WARRANTS, THERE CAN BE NO ASSURANCE WHICH, IF ANY, OF THE ALTERNATIVE TAX CONSEQUENCES WOULD BE ADOPTED BY THE IRS OR A COURT. ACCORDINGLY, YOU SHOULD CONSULT YOUR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF A CASHLESS EXERCISE OF WARRANTS.

If a warrant expires without being exercised, you will recognize a capital loss in an amount equal to your basis in the warrant. Such loss will be long-term capital loss if, at the time of the expiration, the warrant has been held by you for more than one year. The deductibility of capital losses is subject to limitations.

Constructive Dividends on Warrants

As discussed under “Dividend Policy” above, we have not paid any dividends to date, will not pay cash dividends prior to completion of our initial business combination and do not anticipate that any dividends will be paid in the foreseeable future. If at any time during the period you hold warrants, however, we were to pay a taxable dividend to our stockholders and, in accordance with the anti-

98

Material U.S. federal income and estate tax consequences

dilution provisions of the warrants, the conversion rate of the warrants were increased, that increase would be deemed to be the payment of a taxable dividend to you to the extent of our earnings and profits, notwithstanding the fact that you will not receive a cash payment. If the conversion rate is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a taxable dividend to you. See“Description of Securities—Warrants—Public Stockholders’ Warrants.” You should consult your tax advisor regarding the proper treatment of any adjustments to the warrants.

NON-U.S. HOLDERS

This section is addressed to non-U.S. holders of our securities. For purposes of this discussion, a “non-U.S. holder” is a beneficial owner (other than a partnership) that is not a U.S. holder. A “non-U.S. holder” does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual is urged to consult his or her tax advisor regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our units or the components thereof.

Dividends and Distributions

As discussed under “Dividend Policy” above, we will not pay cash dividends prior to completion of our initial business combination and do not anticipate that any dividends will be paid in the foreseeable future. If, however, we were to pay taxable dividends to you with respect to your shares of common stock (including any deemed distributions treated as a dividend on the warrants as described in “U.S. Holders—Constructive Dividends on Warrants” above), those dividends will generally be subject to U.S. withholding tax at a rate of 30% of the gross amount, unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty and you provide proper certification of your eligibility for such reduced rate (usually on an IRS Form W-8BEN).

Dividends we pay to you that are effectively connected with your conduct of a trade or business within the United States (and, if certain income tax treaties apply, only if such dividends are attributable to a U.S. permanent establishment maintained by you) generally will not be subject to U.S. withholding tax if you comply with applicable certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. persons. If you are a corporation, effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

If you are eligible for a reduced rate of U.S. federal income withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Sale or Other Disposition of Securities

You generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our securities unless:

Ø	the gain is effectively connected with your conduct of a trade or business within the United States (and, under certain income tax treaties, only if such gain is attributable to a U.S. permanent establishment you maintain); or
Ø	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes and (assuming our stock is “regularly traded” within the meaning of the applicable Treasury regulations) (i) you sell or dispose of common stock and you hold or have held, actually or constructively, more than 5% of our common stock at any time during the five-year period ending

99

Material U.S. federal income and estate tax consequences

on the date of such sale or disposition or (ii) you sell or dispose of warrants, our warrants are also “regularly traded” and you hold or have held, actually or constructively, more than 5% of our warrants at any time during the five-year period ending on the date of such sale or disposition.

A corporation is a “U.S. real property holding corporation” if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Because the determination of whether we are a U.S. real property holding corporation is based on the composition of our assets from time to time (including the nature of any assets acquired in any business combination), we can provide no assurance that we will not become a U.S. real property holding corporation.

Gain that is effectively connected with your conduct of a trade or business within the United States generally will be subject to U.S. federal income tax, net of certain deductions, at the same rates applicable to U.S. persons, subject to an applicable treaty providing otherwise. If you are a corporation, the branch profits tax also may apply to such effectively connected gain.

Estate Tax

Individual non-U.S. holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty benefit, units (and components thereof) will be treated as U.S. situs property subject to U.S. federal estate tax.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of securities. U.S. holders must provide appropriate certification to avoid U.S. federal backup withholding.

If you are a non-U.S. holder, you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid information reporting and backup withholding tax requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding tax as well.

The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the IRS in a timely manner.

100

Underwriting

We intend to offer the units described in this prospectus through the underwriters. UBS Securities LLC is acting as representative of the underwriters. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, the underwriters have agreed to purchase, and we have agreed to sell to the underwriters, the number of units set forth opposite its name:

	Number of
Underwriters	units
UBS Securities LLC
Total		10,000,000

The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units.

The underwriters propose to offer some of the units directly to the public at the public offering price set forth on the cover page of this prospectus and some of the units to dealers at the public offering price less a concession not to exceed $      per unit. The underwriters may allow, and dealers may reallow, a concession not to exceed $      per unit on sales to other dealers. If all of the units are not sold at the initial offering price, the representative may change the public offering price and the other selling terms. The underwriters have advised us that they do not intend sales to discretionary accounts to exceed five percent of the total number of units offered by them.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 1,500,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering.

We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the underwriters, offer, sell, contract to sell, transfer, pledge, dispose of, hedge or otherwise dispose of, or enter into any transaction which is designed to, or could be expected to, result in the disposition, directly or indirectly, of any of our units, warrants, shares or other securities convertible into or exercisable, or exchangeable for shares of our common stock, or publicly announce an intention to effect any such transaction.

In addition, each holder of the founder’s units and the private placement warrants has agreed to certain transfer restrictions affecting its shares and warrants as further described in “Principal stockholders—Transfer Restrictions.”

Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units and exercise price for the warrants was determined by negotiations among us and the underwriters. The determination of our per unit offering price and exercise price for the warrants was more arbitrary than would typically be the case if we were an operating company. We cannot assure you that the prices at which the units will trade in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, common stock or warrants will develop and continue after this offering.

We intend to apply to have the units listed on the AMEX under the symbol “FAQ.U” and, once the common stock and warrants begin separate trading, to have our common stock and warrants listed on the AMEX under the symbols “FAQ” and “FAQ.W,” respectively. Trading of the units on the AMEX is expected to commence on          , 2008.

101

Underwriting

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional units.

	No exercise		Full exercise
Per Unit	$	0.70	$	0.70
Total	$	7,000,000	$	8,050,000

The amounts paid by us in the table above include $3,500,000 in deferred underwriting discounts and commissions (or $4,025,000 if the over-allotment option is exercised in full), an amount equal to 3.5% of the gross proceeds of this offering, which will be placed in trust until our completion of a business combination as described in this prospectus. At that time, the deferred underwriting discounts and commissions will be released to the underwriters out of the balance held in the trust account. If we do not complete a business combination and the trustee must distribute the balance of the trust account, the underwriters have agreed that (i) on our liquidation they will forfeit any rights or claims to their deferred underwriting discounts and commissions then in the trust account, and (ii) the deferred underwriters’ discounts and commission will be distributed on a pro rata basis, together with any accrued interest thereon and net of income taxes payable on such interest, to the public stockholders.

Pursuant to Regulation M promulgated under the Exchange Act, the distribution will end and this offering will be completed when all of the units, including any over-allotted units, have been distributed. Accordingly, the distribution of the units in this offering will be completed once all the units have been sold, there are no more selling efforts, all stabilizing transactions have been completed and all penalty bids have either been reclaimed or withdrawn. Rules of the SEC may limit the ability of the underwriters to bid for or purchase units before the distribution of the units is completed. Because the underwriters have agreed that they may only exercise the over-allotment option to cover any short position that the underwriters may have, the exercise of the over-allotment option by the underwriters will not affect the completion of the distribution.

In connection with the offering and subject to the above limitations, the underwriters may purchase and sell units in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of units in excess of the number of units to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered” short sales are sales of units made in an amount up to the number of units represented by the underwriters’ over-allotment option. In determining the source of units to close out the covered syndicate short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which it may purchase units through the over-allotment option. Transactions to close out the covered syndicate short position involve either purchases of the units in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of units in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of units in the open market while the offering is in progress.

Any of these activities may have the effect of preventing or retarding a decline in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the AMEX or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

102

Underwriting

We estimate that our portion of the total expenses of this offering payable by us will be $750,000, exclusive of underwriting discounts and commissions.

The underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their businesses.

A prospectus in electronic format may be made available by the underwriters on a website maintained by the underwriters. The underwriters may allocate a number of units for sale to their respective online brokerage account holders. UBS Securities LLC will allocate units to underwriters that may make Internet distributions on the same basis as other allocations. In addition, units may be sold by the underwriters to securities dealers who resell units to online brokerage account holders.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), an offer of our units described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to our units which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of our units may be made to the public in that Relevant Member State at any time:

Ø	to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or
Ø	to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
Ø	in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of our units described in this prospectus located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For the purpose of this provision, the expression an “offer of units to the public” in relation to any units in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units, as the expression may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The sellers of the units have not authorized and do not authorize the making of any offer of units through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters, is authorized to make any further offer of the units on behalf of the sellers or the underwriters.

103

Underwriting

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”) that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant persons should not act or rely on this document or any of its contents.

NOTICE TO PROSPECTIVE INVESTORS IN FRANCE

Neither this prospectus nor any other offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be

Ø	released, issued, distributed or caused to be released, issued or distributed to the public in France or
Ø	used in connection with any offer for subscription or sale of the units to the public in France.

Such offers, sales and distributions will be made in France only

Ø	to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier or
Ø	to investment services providers authorized to engage in portfolio management on behalf of third parties or
Ø	in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers, does not constitute a public offer ( appel public à l’épargne ).

The units may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

OTHER TERMS

We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future.

104

Legal matters

The validity of the securities offered by this prospectus will be passed upon by Ledgewood, P.C., Philadelphia, Pennsylvania. In connection with this offering, Clifford Chance U.S. LLP, New York, New York is acting as counsel to the underwriters.

Experts

The financial statements of FinTech Acquisition Corp. included in this Prospectus and elsewhere in the registration statement have been audited by Grant Thornton LLP, independent registered public accountants, as indicated in their report with respect thereto (which report expresses an unqualified opinion and contains an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern), and is included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report.

105

Where you can find additional information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

106

FinTech Acquisition Corp. (A Corporation in the Development Stage)

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

F-1

FinTech Acquisition Corp. (A Corporation in the Development Stage)

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
Fintech Acquisition Corp.

We have audited the accompanying balance sheet of FinTech Acquisition Corp. (a Delaware corporation in the development stage) (the “Company”) as of March 24, 2008, and the related statements of operations, stockholders’ equity, and cash flows for the period from February 12, 2008 (date of inception) to March 24, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fintech Acquisition Corp. as of March 24, 2008, and the results of its operations and its cash flows for the period from February 12, 2008 (date of inception) to March 24, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenue to date and its business plan is dependant upon completion of adequate financing through a proposed initial offering. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

March 28, 2008

F-2

FinTech Acquisition Corp. (A Corporation in the Development Stage)

Balance sheet

March 24, 2008

ASSETS
Cash	$	125,000
Deferred offering costs		63,427
	$	188,427
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accrued expenses	$	77,000
Note payable, stockholder		100,000
Total liabilities		177,000
Stockholders’ equity
Preferred stock, $0.0001 par value; authorized 1,000,000; none issued		—
Common stock, $0.0001 par value; authorized 100,000,000 shares; 2,875,000 shares issued and outstanding		288
Additional paid-in capital		24,712
Accumulated deficit during the development stage		(13,573	)
Total stockholders’ equity		11,427
	$	188,427

The accompanying notes are an integral part of this statement.

F-3

FinTech Acquisition Corp. (A Corporation in the Development Stage)

Statement of operations

For the period from February 12, 2008 (date of inception) to March 24, 2008

Revenue	$	—
Formation expenses and professional fees		13,573
Net loss	$	(13,573	)
Net loss per common share, basic and diluted	$	(0.00	)
Weighted average number of common shares, basic and diluted		2,875,000

The accompanying notes are an integral part of this statement.

F-4

FinTech Acquisition Corp. (A Corporation in the Development Stage)

Statement of stockholders’ equity

For the period from February 12, 2008 (date of inception) to March 24, 2008

							Accumulated
							deficit
					Additional		during			Total
					paid-in		development			stockholders’
	Shares		Amount		capital		stage			equity
Balance at February 12, 2008		—	$	—	$	—	$	—		$	—
Issuance of common stock		2,875,000		288		24,712		—			25,000
Net loss		—		—		—		(13,573	)		(13,573	)
Balance at March 24, 2008		2,875,000	$	288	$	24,712	$	(13,573	)	$	11,427

The accompanying notes are an integral part of this statement.

F-5

FinTech Acquisition Corp. (A Corporation in the Development Stage)

Statement of cash flows

For the period from February 12, 2008 (date of inception) to March 24, 2008

Cash flows from operating activities:
Net loss	$	(13,573	)
Adjustments to reconcile net loss to net cash used in operating activities
Increase in accrued expenses		13,573
Net cash used in operating activities		—
Cash flows from financing activities:
Proceeds from notes payable, stockholder		100,000
Proceeds from issuance of common stock		25,000
Net cash provided by financing activities		125,000
Net increase in cash		125,000
Cash, beginning of period		—
Cash, end of period	$	125,000
Non-cash financing activities:
Accrual of deferred offering costs	$	63,427

The accompanying notes are an integral part of this statement.

F-6

FinTech Acquisition Corp. (A Corporation in the Developmental Stage)

Notes to financial statements

Period from February 12, 2008 (inception) to March 24, 2008

NOTE 1—ORGANIZATION, PROPOSED BUSINESS OPERATIONS

FinTech Acquisition Corp. (the “Company”) was incorporated in the State of Delaware on February 12, 2008 as a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses (a “Business Combination”). At March 24, 2008, the Company had not yet commenced any operations. All activity through March 24, 2008 relates to the Company’s formation and the proposed public offering described below. The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 10,000,000 units (“Units”) which is discussed in Note 3 (“Proposed Public Offering”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Proposed Public Offering, although substantially all of the net proceeds of this Proposed Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, at least approximately $9.90 per Unit (or $9.87 if the underwriters’ over-allotment option is exercised in full) sold in the Proposed Public Offering will be held in a trust account (“Trust Account”) and invested in U.S. government securities within the meaning of Section 2(a) (16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting certain conditions under rule 2a-7 promulgated under the Investment Company Act of 1940, until the earlier of (i) the consummation of the Company’s first Business Combination or (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. The Bancorp, Inc. (“Bancorp”) and TBBK Acquisitions I, LLC (“TBBK”) are expected to agree that they will be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of vendors, prospective target businesses or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. The agreement entered into by Bancorp and TBBK will specifically provide for two exceptions to this indemnity: there will be no liability (a) as to any claimed amounts owed to a third party who executed a legally enforceable waiver or (b) as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended. However, there can be no assurance that Bancorp and TBBK will be able to satisfy their obligations under their agreements. The Company will retain $50,000 from the proceeds of the Proposed Public Offering outside of the Trust Account which may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Except with respect to interest income on funds in the Trust Account that may be released to the Company of (i) up to $2,000,000 (in addition to the tax, if any, payable by the Company with respect to such interest, not to exceed the total interest earned) to fund expenses related to investigating and selecting a target business and the Company’s other working capital requirements and (ii) any additional amounts needed to pay income or other tax obligations, the proceeds held in the Trust Account will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

F-7

Notes to financial statements

On March 24, 2008, TBBK loaned the Company $100,000 evidenced by a promissory note for the purpose of paying a portion of the Company’s offering expenses. The loan bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009. The promissory note defines ‘prime’ as the Prime Rate as published in the Money Rates section of the Wall Street Journal, Eastern Edition, printed edition. The loan will be repaid out of the proceeds of the Proposed Public Offering note being placed in the Trust Account.

The Company, after signing a definitive agreement for a Business Combination with a target business or businesses, is required to submit such transaction for stockholder approval. Pursuant to the Company’s amended and restated certificate of incorporation to be in effect upon consummation of the Proposed Public Offering, in the event that stockholders owning 30% or more of the shares sold in the Proposed Public Offering vote against the Business Combination and exercise their stockholder redemption rights described below, the Business Combination will not be consummated. All of the Company’s stockholders and their permitted transferees prior to the Proposed Public Offering, including all of the officers and directors of the Company (“Initial Stockholders”) will agree to vote their founders’ shares (the “Founders’ Shares”) in accordance with the vote of the majority in interest of all other stockholders of the Company (“Public Stockholders”) with respect to any Business Combination and the vote for a proposal to amend the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence in connection therewith.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company redeem his or her shares for cash out of funds available in the Trust Account. The per share redemption price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Proposed Public Offering. Public Stockholders holding up to 30% of the aggregate number of shares owned by all Public Stockholders (minus one share) may seek redemption of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the Founders’ Shares held by Initial Stockholders.

The Company’s certificate of incorporation will be amended prior to the Proposed Public Offering to provide that the Company will continue in existence only until 24 months from the completion of the Proposed Public Offering (“Termination Date”). If the Company has not completed a Business Combination by the Termination Date, its corporate existence will cease except for the purposes of liquidating and winding up its affairs. In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Public Offering.

NOTE 2— BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern considerations:

At March 24, 2008, the Company had $125,000 in cash and a working capital deficiency of $52,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this uncertainty through a Proposed Offering are discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the target business acquisition period. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

F-8

Notes to financial statements

Development stage company:

The Company complies with the reporting requirements of Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reports by Development Stage Enterprises.” The Company expects to incur organizational, accounting and offering costs in pursuit of its financing and acquisition plans. Management has reviewed its cash requirements and believes that its cash on hand is sufficient to cover the required payments of offering costs that are expected to come due before the expected completion of the offering. The offering and other organization costs that are not required to be paid before the offering is completed will be paid out of the proceeds of the offering that are set aside for such purposes. It is the Company’s plan to complete the offering described in Note 3. There can be no assurance that the Company’s plans to raise capital or to complete a Business Combination will be successful or successful within the target business combination period.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities.

Deferred offering costs:

The Company complies with the requirements of the SEC Staff Accounting Bulletin (SAB) Topic 5A “Expenses of Offering.” Deferred offering costs consist of legal costs of $63,427 incurred through the balance sheet date that are related to the Proposed Public Offering and that will be charged to capital upon the completion of the Proposed Public Offering or charged to expense if the Proposed Public Offering is not completed.

New accounting pronouncements:

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). This statement replaces SFAS No. 141, “Business Combinations” (“SFAS 141”). This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (for the Company, its fiscal year beginning January 1, 2009). The Company will evaluate the expected effect, if any, once it completes an acquisition as contemplated by the offering.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”), which is an amendment of Accounting Research Bulletin No. 51. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement changes the way the consolidated income statement is presented, thus requiring consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest. Adoption is required for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (for the Company, its fiscal year beginning January 1,

F-9

Notes to financial statements

2009). The Company will evaluate the expected effect, if any, once it completes an acquisition as contemplated by the offering.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of SFAS 115,” (“SFAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. Entities choosing the fair value option would be required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Adoption is required for fiscal years beginning after November 15, 2007 (for the Company, its fiscal year beginning January 1, 2008). The Company is currently evaluating the expected effect, if any, SFAS 159 will have on its financial statements.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements,” (“SFAS 157”) which provides guidance on measuring the fair value of assets and liabilities. SFAS 157 will apply to other accounting pronouncements that require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard will also require additional disclosures in both annual and quarterly reports. SFAS 157 will be effective for financial statements issued for fiscal years beginning after November 15, 2007 (for the Company, its fiscal year beginning January 1, 2008). In November 2007, the FASB announced that it would defer the effective date of SFAS 157 for one year for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company is currently evaluating the expected effect, if any, SFAS 157 will have on its financial statements.

NOTE 3—PROPOSED PUBLIC OFFERING

Under the terms of the Proposed Public Offering, the Company will offer for public sale 10,000,000 Units at a Proposed Public Offering price of $10.00 per Unit (plus up to an additional 1,500,000 Units solely to cover over-allotments, if any). Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one warrant to purchase one share of the Company’s common stock at an exercise price of $7.50 (“Warrant”). The Warrant exercise period will commence on the later of the completion of an initial Business Combination or one year from the effective date of the registration statement for the Proposed Public Offering (“Effective Date”) and will expire five years from the Effective Date; provided, however, that the Warrants may only be exercised if there is an effective registration statement covering the shares of common stock issuable upon exercise of the Warrants, and a current prospectus is available. The Company may redeem the Warrants, at a price of $0.01 per Warrant, upon 30 days’ written notice after the Warrants become exercisable, only in the event that the last sale price of the Company’s common stock is at least $14.25 per share during any 20 trading days within a 30 trading-day period ending on the third business day prior to the date on which the notice of redemption is given. Under a warrant agreement to be entered into before consummation of the Proposed Public Offering, the Company will be required to use its best efforts to file, and cause to become effective, a registration statement with respect to the common stock underlying the Warrants, and to use its best efforts to maintain the effectiveness of that registration statement. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time a warrant holder seeks to exercise his Warrants. Whether or not a there is a currently effective registration statement and available prospectus, in no event will the Company be required to net cash settle a Warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed.

F-10

Notes to financial statements

NOTE 4—NOTE PAYABLE, STOCKHOLDER

On March 24, 2008, TBBK loaned the Company $100,000 evidenced by a promissory note for the purpose of paying a portion of the Company’s offering expenses. The loan bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009. The loan will be repaid out of the proceeds of the Proposed Public Offering note being placed in the Trust Account.

NOTE 5—COMMITMENTS AND CONTINGENCIES

In connection with the Proposed Public Offering (see Note 3), the Company expects to have a commitment to pay a total underwriting discount of 7% of the public offering price; one-half of the 7% underwriting discount is expected to be deferred until the Company consummates its initial Business Combination.

The Company expects that, pursuant to proposed letter agreements with the Company, the Initial Stockholders will waive their right to receive distributions with respect to the Founders’ Shares upon the Company’s liquidation.

On March 10, 2008, TBBK, one of the Initial Stockholders, agreed to purchase from the Company warrants to purchase 3,300,000 shares of the Company’s common stock for $3,300,000 (the “Private Placement Warrants”). The Company expects that the purchase and issuance of the Private Placement Warrants will occur immediately prior to the consummation of the Proposed Public Offering. The proceeds from the sale of the Private Placement Warrants will be placed in the Trust Account. The Company expects that the Private Placement Warrants will be identical to the Warrants included in the Units, except that (i) they will be exercisable by payment of cash or on a cashless basis so long as they are held by Bancorp or its permitted transferees, and (ii) they will not be subject to redemption by the Company. The Private Placement Warrants will not be exercisable by TBBK at any time when a registration statement is not effective or a prospectus is not available for use by the holders of the Warrants issued in the Proposed Public Offering. The Initial Stockholders and holders of the Private Placement Warrants will be entitled to registration rights with respect to the Founders’ Shares and shares of common stock underlying the Private Placement Warrants pursuant to an agreement that the Company expects will be entered into prior to or on the consummation of the Proposed Public Offering.

The Company has a commitment to pay to Bancorp a monthly fee of $7,500 for general and administrative services, including office space, utilities and secretarial support for up to 24 months beginning upon the completion of the Proposed Public Offering.

NOTE 6—PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

The Company’s amended and restated certificate of incorporation will prohibit the Company, prior to its initial Business Combination, from issuing preferred stock which participates in the proceeds of the Trust Account or which votes as a class with the Company’s common stock on the initial Business Combination.

NOTE 7—COMMON STOCK

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share.

F-11

Notes to financial statements

On March 10, 2008, the Company issued 2,875,000 Founders’ Shares to its Initial Stockholders for $25,000, at a purchase price of approximately $0.0087 per share. This includes 375,000 Founders’ Shares which may be forfeited in part or in full so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering. This redemption right shall terminate on the day after the underwriters’ over-allotment option expires.

Each of the Initial Stockholders and their permitted transferees will agree to (i) waive any right to receive a liquidation distribution with respect to the Founders’ Shares in the event the Company fails to consummate an initial Business Combination and (ii) vote his Founders’ Shares in accordance with the majority of the shares of common stock voted by the Public Stockholders in connection with the vote on any initial Business Combination.

NOTE 8—RELATED PARTY TRANSACTIONS

TBBK is a wholly-owned subsidiary of Bancorp.

On March 24, 2008, TBBK loaned the Company $100,000 evidenced by a promissory note for the purpose of paying a portion of the Company’s offering expenses. The loan bears interest at a rate of prime plus 1%, compounded quarterly, is unsecured and is due no later than March 24, 2009. The loan will be repaid out of the proceeds of the Proposed Public Offering note being placed in the Trust Account.

On March 10, 2008, the Company issued 2,875,000 units (“Founders’ Units”) for proceeds of $25,000 to TBBK, its officers and directors and several officers and directors of Bancorp and The Bancorp Bank. Up to an aggregate of 375,000 of the Founders’ Units are subject to forfeiture to the extent that the underwriters’ over-allotment option (see Note 3) is not exercised in full or in part by the underwriters.

The Company has agreed to pay a monthly fee of $7,500 per month to Bancorp for office space and general and administrative services. This agreement commences on the date of the Proposed Public Offering and shall continue for up to 24 months.

TBBK has agreed to purchase, in a private placement, 3,300,000 Private Placement Warrants at $1.00 per warrant immediately prior to the consummation of the Proposed Public Offering. The aggregate proceeds of this private placement of $3,300,000 will be held in the Trust Account described in Note 1 above. See Note 5 above for terms of the Private Placement Warrants.

The holders of the Founders’ Units, as well as the holders of the Private Placement Warrants (and underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the Proposed Public Offering. The registration rights will be exercisable with respect to the Founders’ Units (and underlying securities) at any time commencing three months before the date on which they are no longer subject to transfer restrictions. The registration rights will be exercisable with respect to the Private Placement Warrants (and underlying securities) at any time after the execution of a definitive agreement for an initial business combination. In addition, the holders of the Founders’ Units each has “piggy-back” registration rights on registration statements filed subsequent to the date on which the Founders’ Units and the underlying securities are no longer subject to lock-up agreement, or, with respect to the warrants and the underlying shares of common stock, after the warrants become exercisable by their terms.

NOTE 9—NET LOSS PER COMMON SHARE

Loss per common share is based on the weighted average number of common shares outstanding. The Company complies with SFAS No. 128, “Earnings Per Share,” which requires dual presentation of basic and diluted earnings per share on the face of the statement of operations, which the Company has adopted. Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average common shares outstanding for the period.

F-12

$100,000,000

FINTECH ACQUISITION CORP.

10,000,000 Units

PROSPECTUS

, 2008

UBS Investment Bank

Until          , 2008 (25 days after the date of this prospectus), all dealers that buy, sell or trade our securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

References to “the company,” “the Registrant,” “we,” “us,” “our” and similar expressions in this Part II refer to FinTech Acquisition Corp.

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than the underwriting discount, payable by us in connection with the offering of the securities being registered. All amounts are estimates except the SEC registration fee, the FINRA filing fee and the trustee’s fee.

SEC registration fee	$	4,520
FINRA filing fee		12,000
American Stock Exchange application and listing fees		70,000
Trustee’s fee(1)		12,000
Accounting fees and expenses		50,000
Legal fees and expenses		400,000
Printing and engraving expenses		100,000
Miscellaneous		101,480
Total	$	750,000

(1) Includes the initial acceptance fee that is charged by American Stock Transfer & Trust Company for acting as transfer agent of the Registrant’s securities, as warrant agent for the Registrant’s warrants and as escrow agent for the founders’ units and private placement warrants. In addition to the initial acceptance fee, the Registrant will be required to pay American Stock Transfer & Trust Company monthly fees of $1,000.

Item 14. Indemnification of Directors and Officers

As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation that will be in effect upon the completion of this offering that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

Ø	any breach of the director’s duty of loyalty to us or our stockholders;
Ø	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
Ø	any act related to unlawful stock repurchases, redemptions or other distributions or payments of dividends; or
Ø	any transaction from which the director derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

II-1

Part II

As permitted by Section 145 of the Delaware General Corporation Law, our bylaws provide that:

Ø	we may indemnify our directors, officers, and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;
Ø	we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and
Ø	the rights provided in our bylaws are not exclusive.

Our amended and restated certificate of incorporation and our bylaws provide for the indemnification provisions described above and elsewhere herein. In addition, we have entered or will enter into contractual indemnity agreements with our directors and officers which may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnity agreements generally require us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers, subject to certain exceptions and limitations. These indemnity agreements also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. In addition, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification provisions and the indemnity agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities arising under the Securities Act, and reimbursement of expenses incurred in connection with such liabilities.

We have agreed to indemnify the several underwriters against specific liabilities, including liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

On March 10, 2008, we issued 2,875,000 of our units to TBBK Acquisitions I, LLC (the “sponsor”), several persons affiliated with The Bancorp, Inc. and our officers and directors for $25,000 in cash, at a purchase price of approximately $0.0087 per unit. Each unit consists of one share of common stock and one warrant. Such units were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. These units include an aggregate of 375,000 units subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full so that the existing holders own 20% of the issued and outstanding units after the offering.

In addition, our sponsor has committed to purchase from us 3,300,000 warrants at $1.00 per warrant (for an aggregate purchase price of $3,300,000). These purchases will take place on a private placement basis immediately before the consummation of our initial public offering and will be made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.

The obligation to purchase the warrants undertaken by our sponsor was made pursuant to a sponsor securities purchase agreement, dated as of March 10, 2008 (the form of which has been filed as Exhibit 10.2 to the Registration Statement on Form S-1). Such obligation was made before the filing of the Registration Statement, and the only conditions to the obligation undertaken by such individuals are conditions outside of the investor’s control. Consequently, the investment decision relating to the purchase of the warrants was made before the filing of the Registration Statement relating to the public offering and therefore the purchase of these warrants constitutes a “completed private placement.”

No underwriting discounts or commissions were paid with respect to such sales.

II-2

Part II

Item 16. Exhibits and Financial Statement Schedules.

(a)  The following exhibits are filed as part of this Registration Statement:

Exhibit No.			Description
	1	.1	Form of Underwriting Agreement.**
	3	.1	Certificate of Incorporation.*
	3	.2	Form of Amended and Restated Certificate of Incorporation.
	3	.3	By-Laws.*
	3	.4	Form of Amended and Restated Bylaws.
	4	.1	Specimen Unit Certificate.
	4	.2	Specimen Common Stock Certificate.
	4	.3	Specimen Warrant Certificate.
	4	.4	Form of Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and the Registrant.
	5	.1	Opinion of Ledgewood.
	8	.1	Opinion of Ledgewood.
	10	.1	Form of Founders’ Units Purchase Agreement between the Registrant and the Existing Holders.
	10	.2	Form of Sponsor Securities Purchase Agreement between the Registrant and the Sponsor.
	10	.3	Form of Stock Escrow Agreement between the Registrant and American Stock Transfer & Trust Company.
	10	.4	Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.
	10	.5	Services Agreement between Bancorp and the Registrant regarding office space and administrative services.
	10	.6	Promissory Note issued to Sponsor.*
	10	.7	Form of Registration Rights Agreement between the Registrant and the Existing Holders.
	10	.8	Business Opportunity Right of First Review Agreement by and among the Registrant and Bancorp.
	10	.9	Form of Letter Agreement by and among the Registrant and Officers, Directors and Existing Holders.
	10	.10	Form of Letter Agreement by and among Registrant, Sponsor and Bancorp.
	14		Form of Code of Ethics.
	23	.1	Consent of Ledgewood (included in Exhibits 5.1 and 8.1).
	23	.2	Consent of Grant Thornton LLP.
	24	.1	Power of Attorney (included on the signature page of this registration statement).
	99	.1	Audit Committee Charter.
	99	.2	Governance and Nominating Committee Charter.
	99	.3	Compensation Committee Charter.

* Previously filed

** To be filed by amendment

(b)  No financial statement schedules are required to be filed with this Registration Statement.

Item 17. Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

II-3

Part II

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)  That, for the purpose of determining liability of the Registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities:

(a)  The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)  Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

II-4

Part II

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)  Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)  The undersigned registrant hereby undertakes that:

(1)  For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)  For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of Philadelphia, and Commonwealth of Pennsylvania, on the 29^th day of May, 2008.

FINTECH ACQUISITION CORP.

By:  /s/  Martin F. Egan

Name:     Martin F. Egan

Title:     Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Betsy Z. Cohen

Chairman and Chief Executive Officer

(principal executive officer)

Frank M. Mastrangelo

President and Director

Martin F. Egan

Chief Financial Officer

(principal financial officer and

principal accounting officer)

Walter T. Beach

Director

Michelle A. Fitzpatrick

Director

T. Stephen Johnson

Director

Raymond Moyer

Director

By:  /s/  Martin F. Egan

Martin F. Egan

Chief Financial Officer

and Attorney-in-fact

(principal financial officer and principal accounting officer)

Dated: May 29, 2008

II-6

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
FINTECH ACQUISITION CORP.

          FinTech Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

          1. The name of the Corporation is FinTech Acquisition Corp. The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was February 12, 2008.

          2. This Amended and Restated Certificate of Incorporation of FinTech Acquisition Corp. has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.

          3. This Amended and Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the Corporation, as heretofore amended or supplemented.

          4. The text of the Certificate of Incorporation is hereby amended and restated to read, in its entirety, as follows:

     FIRST: The name of the corporation is FinTech Acquisition Corp. (the “Corporation”).

     SECOND: The registered office of the Corporation is located at 110 S. Poplar Street, Suite 101, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at that address in charge thereof is Andrew M. Lubin.

     THIRD: Subject to Article Sixth, the purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”); provided, however, that in the event a Business Combination (as defined below) is not consummated prior to the Termination Date (as defined below), then, on and after the Termination Date, the purposes of the Corporation shall automatically, with no action required by the Board of Directors or the stockholders of the Corporation, be limited to effecting and implementing the dissolution and liquidation of the Corporation and the taking of any other actions expressly required to be taken herein, and the Corporation’s powers shall thereupon be limited to those set forth in Section 278 of the DGCL and as otherwise may be necessary to implement the limited purposes of the Corporation as provided herein.

     FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 101,000,000 of which 100,000,000 shares

shall be Common Stock of the par value of $.0001 per share (the “Common Stock”) and 1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share (the “Preferred Stock”).

          (A) Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices as shall be set forth in the Preferred Stock Designation; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series as shall be set forth in the Preferred Stock Designation; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation as shall be set forth in the Preferred Stock Designation; (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments as shall be set forth in the Preferred Stock Designation; or (v) entitled to vote separately as a class, together with the Common Stock as a single class, or both separately as a class and together with the Common Stock as a single class as shall be set forth in the Preferred Stock Designation. The Corporation may not issue Preferred Stock which participates in the proceeds of the Trust Account (as defined below) or which votes as a class with the Common Stock on the Business Combination (as defined below). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

          (B) Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

     FIFTH: The Corporation’s existence shall terminate on [___], 2010 (the “Termination Date”). In the event that the Corporation submits an initial Business Combination (as defined below) to its stockholders for a vote pursuant to Paragraph (A) of Article Sixth below, it shall submit this provision to its stockholders concurrently for

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amendment to permit the Corporation’s continued existence. This provision shall not be amended other than pursuant to the preceding sentence.

     SIXTH: The provisions of this Article Sixth shall apply during the period commencing upon the filing of this Amended and Restated Certificate of Incorporation and shall terminate upon the consummation of any Business Combination, and may not be amended prior to the consummation of a Business Combination without the unanimous consent of the holders of all the Corporation’s outstanding shares of Common Stock. A “Business Combination” shall mean the Corporation’s initial business combination, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination with one or more businesses or assets (collectively, the “Target Business”), having individually or collectively, a fair market value of at least 80% of the balance in the Trust Account (as defined below) (net of amounts theretofore disbursed to the Corporation for working capital purposes to a maximum of $2,000,000, in accordance with Paragraph (B) below, and excluding the amount of the underwriters’ deferred discounts and commissions of $3,500,000, or $4,025,000 if the over-allotment option is exercised in full as set forth in the Underwriting Agreement (the “Underwriting Agreement”) between the Corporation and UBS Securities LLC, acting as representative of the several underwriters (the “Underwriters”), and taxes payable, held in the Trust Account) at the time of the business combination.

For purposes of this Article Sixth, fair market value of the Target Business shall be determined by the Board of Directors based upon standards generally accepted by the financial community. If the Board of Directors is unable independently to determine that the Target Business has a fair market value meeting the threshold criterion, or if one of the Corporation’s executive officers or directors, or The Bancorp, Inc. (“Bancorp”) or its or the Corporation’s affiliates has a financial interest in the Target Business, the Corporation will obtain an opinion from an unaffiliated, independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) with respect to the fair market value of the Target Business. The Corporation is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if its Board of Directors independently determines that the Target Business has sufficient fair market value to meet the threshold criterion and if none of the Corporation’s executive officers or directors, or Bancorp or its or the Corporation’s affiliates has a financial interest in the Target Business.

          (A) Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which would require such stockholder approval under the DGCL. The Corporation shall be authorized to consummate the Business Combination if (i) a majority of shares of Common Stock issued in the Corporation’s initial offering to the public (the “IPO”) of units, consisting of one share of Common Stock and one warrant to purchase one share of Common Stock, as set forth in the Corporation’s registration statement (the “Registration Statement”) on

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Form S-1, registration no. 333-149977 (excluding shares issuable upon exercise of the warrants) (the “IPO Shares”) present and entitled to vote at the meeting to approve the Business Combination are voted for the approval of such Business Combination, and (ii) stockholders owning no more than 30% (minus one share) of the IPO Shares vote against the Business Combination and exercise their conversion rights described in Paragraph (C) below. Following the consummation of a Business Combination, stockholder approval for future business combinations or other similar transactions shall not be required, except as otherwise required pursuant to applicable law.

          (B) Immediately upon completion of the IPO, $99,000,000 ($113,475,000 if the over-allotment option granted to the Underwriters under the Underwriting Agreement (the “Over-allotment Option”) is exercised in full), comprising (i) $92,200,000 of the net proceeds of the IPO, (ii) $3,500,000 of deferred underwriting discounts and commissions (or $4,025,000 if the Over-allotment Option is exercised in full) and (iii) $3,300,000 of the proceeds from the sale of private placement warrants,to TBBK Acquisitions I, LLC (as set forth in the Registration Statement), will be placed into the trust account (the “Trust Account”) established by the Corporation pursuant to an investment management trust agreement between the Corporation and American Stock Transfer & Trust Company, as trustee (the “Trust Agreement”). Neither the Corporation nor any officer, director or employee of the Corporation shall disburse any of the proceeds held in the Trust Account until the earlier of the consummation of a Business Combination or the liquidation of the Corporation as described in Paragraph (D) below; provided, however, that the Corporation shall be entitled to withdraw interest income earned on amounts deposited in the Trust Account from such Trust Account (i) in such amounts as may be required to pay taxes on such income earned on amounts deposited in the Trust Account or any other federal, state or local tax obligations in respect of the Trust Account, (ii) amounts necessary to satisfy the exercise of stockholder conversion rights pursuant to Paragraph (C) below and (iii) up to an aggregate of $2,000,000 of income, after taxes payable, earned on amounts deposited in the Trust Account for working capital purposes, in each case in the manner specified in the Trust Agreement.

          (C) At the time the Corporation seeks stockholder approval of its initial Business Combination, each holder of IPO Shares that votes against such Business Combination shall have the right, if the Business Combination is consummated and such holder holds shares of Common Stock on the date on which the Business Combination is consummated, to convert the shares of Common Stock held by such holder into a cash amount per share equal to the quotient determined by dividing (i) the aggregate amount then on deposit in the Trust Account (net of amounts disbursed to the Corporation for working capital purposes to a maximum of $2,000,000 in accordance with Section 6.3 above, and excluding the amount of the underwriters’ deferred discounts, commissions and taxes payable held in the Trust) and calculated as of two business days prior to the consummation of the Business Combination by (ii) the total number of IPO Shares; provided, however, that any holder of IPO Shares, together with any affiliates of such holder or any other persons with whom such holder is acting in concert or as a “group”

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(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), may collectively only exercise conversion rights with respect to up to 10% of the IPO Shares (notwithstanding that such holder or group of holders may hold in excess of 10% of the IPO Shares). A holder of IPO Shares will not be permitted to exercise any conversion rights unless such holder meets the requirements for the exercise of such conversion rights set forth in the proxy statement sent to the stockholders relating to the approval of a proposed initial Business Combination. Each holder of IPO Shares that does not exercise conversion rights will retain its interest in the Corporation and shall be deemed to have given its consent to the release to the Corporation of all funds in the Trust Account not required to satisfy the exercise of conversion rights. Such funds shall be released from the Trust Account concurrently with the consummation of the initial Business Combination. Payment of amounts necessary to satisfy the conversion rights exercised shall be made no later than three business days after the consummation of the initial Business Combination and the delivery of shares by the holders of IPO Shares exercising conversion rights. Following payment to holders of IPO Shares exercising their conversion rights, any remaining funds in the Trust Account shall be released to the Corporation. If such Business Combination is not consummated, a holder’s conversion right with respect thereto shall terminate.

          (D) In the event that the Corporation does not consummate a Business Combination by the Termination Date, the officers and directors of the Corporation shall take all such action necessary to liquidate the Corporation as soon as reasonably practicable. In the event that the Corporation is so liquidated, only the holders of IPO Shares as of the Termination Date shall be entitled to receive liquidating distributions and the Corporation shall pay no liquidating distributions with respect to any other shares of capital stock of the Corporation.

          (E) A holder of IPO Shares shall be entitled to receive distributions from the Trust Account only in the event (i) such holder of IPO Shares demands conversion of its shares in accordance with Paragraph (C) above (and such right shall not have terminated in accordance with Paragraph (C), above) or (ii) the Corporation has not consummated a Business Combination by the Termination Date as described in Paragraph (D) above, in which case distributions may be made without regard to whether the Corporation has been dissolved and liquidated. Except as may be required under applicable law, in no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account.

          (F) Unless and until the Corporation has consummated a Business Combination as permitted under this Article Sixth, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, stock purchase, asset acquisition, exchangeable share transactions, reorganization or similar transaction or otherwise. The Corporation will not enter into an initial Business Combination with any Target Business in which Bancorp or any of its or the Corporation’s affiliates, officers or directors has a financial interest, without the approval

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of a majority of the Corporation’s independent and disinterested directors and unless the Corporation obtains an opinion from an unaffiliated, independent investment banking firm that is a member of FINRA, that a business combination with such Target Business is fair to its stockholders from a financial point of view.

          (G) The Corporation shall not, and no employee of the Corporation shall, disburse or cause to be disbursed any of the proceeds held in the Trust Account except (i) for the payment of the Corporation’s income tax liability associated with the interest income earned on the proceeds held in the Trust Account, (ii) for the release of interest income of up to $2,000,000 to the Corporation to fund the Corporation’s working capital requirements, (iii) in connection with an initial Business Combination or thereafter, including the payment of any deferred underwriting compensation in accordance with the terms of the Underwriting Agreement, (iv) upon the Corporation’s liquidation (including, without limitation, for the release of an additional amount of interest income of up to $75,000 to pay costs and expenses incurred in connection with dissolution and liquidation, solely on the terms and subject to the conditions set forth in the Trust Agreement) or (v) as otherwise set forth herein.

          (H) The Audit Committee of the Corporation’s Board of Directors will review and approve all payments made by the Corporation which may be released to the Corporation from the Trust Account to its officers, directors and their or the Corporation’s affiliates. Any payment which may be released to the Corporation from the Trust Account made to a member of the Audit Committee will be reviewed and approved by the Board of Directors, with any member of the Board of Directors that has a financial interest in such payment abstaining from such review and approval. In no event will the Corporation pay any of its officers or directors or any entity with which they or it are affiliated, including Bancorp, any finder’s fee or other compensation for services rendered to it prior to or in connection with the consummation of an initial Business Combination; provided that the Corporation’s officers, directors and its and their affiliates shall be entitled to reimbursement from the Corporation for their out-of-pocket expenses incurred in connection with investigating and consummating an initial Business Combination from the amounts not held in the Trust Account and interest income of up to $2,000,000, which may be released to the Corporation from the Trust Account. Payments of an aggregate of $7,500 per month for office space, secretarial and administrative services to Bancorp and repayment of a $100,000 loan plus interest made by TBBK Acquisitions I, LLC to cover IPO-related and organizational expenses shall not be subject to the provisions of this Paragraph (H).

          (I) The members of the Audit Committee shall review the requirements of this Article Sixth at each quarterly meeting of the Audit Committee to determine compliance by the Corporation with the requirements hereof. In addition, the members of the Corporation’s Audit Committee shall review the terms of all agreements (the “IPO Agreements”) between the Corporation and any of its officers or directors included as exhibits to the Registration Statement at each quarterly meeting of the Audit

6

Committee to determine whether the parties to each IPO Agreement are in compliance. If any noncompliance is identified, then the Audit Committee shall immediately take all action necessary to rectify such noncompliance or otherwise cause compliance with the requirements of this Article Sixth or the terms and provisions of each IPO Agreement.

          (J) The Board of Directors may not in any event issue any securities convertible into Common Stock, shares of Common Stock or Preferred Stock prior to an initial Business Combination that participates in or is otherwise entitled in any manner to any of the proceeds in the Trust Account or votes as a class with the Common Stock on an initial Business Combination.

     SEVENTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

          (A) The number of directors of the Corporation shall be such as from time to time shall be fixed and determined by resolution of the Board of Directors. Election of directors need not be by ballot unless the bylaws so provide.

          (B) The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the bylaws of the Corporation as provided in the bylaws of the Corporation.

          (C) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

          (D) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Amended and Restated Certificate of Incorporation, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaw so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

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          (E) The term of office of directors shall expire at each annual meeting of stockholders, and in all cases as to each director when such director’s successor shall be elected and shall qualify or upon such director’s earlier resignation, removal from office, death or incapacity. Except as the DGCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors or upon the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s bylaws), or by the sole remaining director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

          (F) Special meetings of the stockholders, for any purpose or purposes, may be called by a majority of the entire Board of Directors or the Chairman of the Board of Directors.

     EIGHTH:

          (A) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director acting in such capacity, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Paragraph (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

          (B) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another entity or enterprise, including service with respect to employee benefit plans,

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against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Paragraph (D) below, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors.

          (C) To the extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article Eighth or otherwise.

          (D) If a claim for indemnification or advancement of expenses under this Article Eighth is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

          (E) The rights conferred on any Covered Person by this Article Eighth shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, this Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise.

          (F) The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another entity or enterprise shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other entity or enterprise.

          (G) Any amendment or repeal of the foregoing provisions of this Article Eighth shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such amendment or repeal.

          (H) This Article Eighth shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance

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expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

     NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of the DGCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. This Article Ninth is subject to the requirements set forth in Article Sixth, and any conflict arising in respect of the terms set forth hereunder and thereunder shall be resolved by reference to the terms set forth in Article Sixth.

     TENTH: Subject to the business opportunity right of first review agreement by an among the Corporation, Bancorp and certain of the Corporation’s executive officers, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply to, and the Corporation renounces its interest in, corporate opportunities offered to any director, officer to stockholder of the Corporation with respect to any fiduciary duty claims or similar claims regarding such opportunities, unless the opportunity was expressly offered to such person solely in his or her capacity as a director, officer or securityholder of the Corporation.

     ELEVENTH: The Corporation hereby elects not to be governed by Section 203 of the DGCL.

[SIGNATURE APPEARS ON FOLLOWING PAGE]

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          IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on this ___ day of                     .

 

FINTECH ACQUISITION CORP.
By:
	Name:
	Title:

11

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

FINTECH ACQUISITION CORP.

Article I
OFFICES

Section 1. Registered Office. The registered office of FinTech Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 110 S. Poplar Street, Suite 101, Wilmington, County of New Castle, Delaware 19801 and Andrew M. Lubin shall be the registered agent of the corporation in charge thereof.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

Article II
MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these Bylaws (the “Bylaws”).

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), may only be called by a majority of the entire Board of Directors or the Chairman of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice.

Section 4. Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such

meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 4 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 5. Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of this Article II shall be given to each stockholder of record entitled to vote at the meeting.

Section 6. Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation or these Bylaws, at each meeting of stockholders, the presence in person or by proxy of the holders of a majority of the voting power of all outstanding shares of stock entitled to vote at the meeting of stockholders, shall constitute a quorum for the transaction of any business at such meeting, except that, where a separate vote by a class or series of classes is required, a quorum shall consist of no less than a majority in voting power of the shares of such classes or series of classes. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in this Article II, until a quorum shall be present or represented.

Section 7. Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, (i) in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (ii) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and (iii) where a separate vote by a class or classes or series is required, the affirmative vote of the majority of shares of such class or classes or series present in person or represented by proxy at the meeting shall be the act of such class or classes or series. Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

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Section 8. Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three (3) years from its date, unless such proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new proxy bearing a later date.

Section 9. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. If the meeting is to be held solely by means of remote communication then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to (a) examine (i) the stock ledger, (ii) the list required by this Section 9 or (iii) the books of the Corporation, or (b) vote in person or by proxy at any meeting of stockholders.

Section 10. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 11. Conduct of Meetings; Meeting Business. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall

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deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants. At any annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting of stockholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof or (iii) otherwise properly brought before the meeting by a stockholder who was a stockholder of record of the Corporation at the time the notice provided for in this Section 12 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the applicable provisions of Section 12 hereof (business brought before the meeting in accordance with (iii) above is referred to as “Stockholder Business”).

Section 12. Advance Notice of Stockholder Nominees and Stockholder Business. In addition to any other applicable requirements, at any annual or special meeting of stockholders (i) all nominations of stockholder nominees must be made by timely written notice given by or on behalf of a stockholder of record of the Corporation (the “Notice of Nomination”) and (ii) all proposals of Stockholder Business must be made by timely written notice given by or on behalf of a stockholder of record of the Corporation (the “Notice of Business”). To be timely, the Notice of Nomination or the Notice of Business, as the case may be, must be delivered personally to, or mailed to, and received at the principal executive offices of the Corporation, addressed to the attention of the Secretary, (i) in the case of the nomination of a person for election to the Board of Directors or business to be conducted, at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders or (ii) in the case of the nomination of a person for election to the Board of Directors at a special meeting of stockholders, not more than 120 days prior to and not less than the later of (A) 90 days prior to such special meeting or (B) the 10th day following the day on which the notice of such special meeting was made by mail or Public Disclosure (as defined below); provided, however, that in the event that either (i) the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary of the prior year’s annual meeting of stockholders, (ii) no annual meeting was held during the prior year or (iii) in the case of the Corporation’s first annual meeting of stockholders following its initial public offering, notice by the stockholder to be timely must be received no later than the later of 90 days prior to such annual meeting or 10 days following the day the notice of such annual meeting was made by mail or Public Disclosure,

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regardless of any postponement, deferral or adjournment of the meeting to a later date. In no event shall the Public Disclosure of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of the Notice of Nomination or Notice of Business, as applicable.

     Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered at the principal executive offices of the Corporation, addressed to the attention of the Secretary, not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

     The Notice of Nomination shall set forth (i) the name and record address of the stockholder and/or beneficial owner proposing to make nominations, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such stockholder and/or such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee or otherwise to solicit proxies from stockholders in support of such nomination, (v) all information regarding each stockholder nominee that would be required to be set forth in a definitive proxy statement filed with the SEC pursuant to Section 14 of the Exchange Act and the written consent of each such stockholder nominee to being named in a proxy statement as a nominee and to serve if elected and (vi) all other information that would be required to be filed with the SEC if the person proposing such nominations were a participant in a solicitation subject to Section 14 of the Exchange Act. The Corporation may require any stockholder nominee to furnish such other information as it may reasonably require to determine the eligibility of such stockholder nominee to serve as a Director of the Corporation. The person presiding over the meeting may determine and declare to the meeting that any proposed nomination of a stockholder nominee was not made in accordance with the foregoing procedures and, if he or she should so determine, shall so declare to the meeting, and the defective nomination shall be disregarded.

     The Notice of Business shall set forth (i) the name and record address of the stockholder and/or beneficial owner proposing such Stockholder Business, as they appear on the Corporation’s books, (ii) the class and number of shares of stock held of record and beneficially by such stockholder and/or such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business, (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise to solicit proxies

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from stockholders in support of such proposal, (v) a brief description of the Stockholder Business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration) and, in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment, and the reasons for conducting such Stockholder Business at the annual meeting, (vi) any material interest of the stockholder and/or beneficial owner in such Stockholder Business and (vii) all other information that would be required to be filed with the SEC if the person proposing such Stockholder Business were a participant in a solicitation subject to Section 14 of the Exchange Act. Notwithstanding anything else to the contrary in these Bylaws, any Stockholder Business may be excluded if the exclusion of such Stockholder Business is permitted by the applicable regulations of the SEC. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting pursuant to the Corporation’s notice of meeting. The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the foregoing procedures and, if he or she should so determine, shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

     Notwithstanding the foregoing provisions of this Article II, Section 12, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders to present the stockholder Nomination or the Stockholder Business, as applicable, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article II, Section 12, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

     For purposes of this Article II, Section 12, “Public Disclosure” shall be deemed to be first made when disclosure of such date of the annual or special meeting of stockholders, as the case may be, is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article II, Section 12.

Section 13. Stockholder Action by Written Consent without a Meeting. Unless otherwise provided in the Certificate of Incorporation or by the laws of the State of Delaware, any action required to be taken at any annual or special meeting of stockholders of the Corporation (including, without limitation, the election of directors) or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote if: (a) a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes

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that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the procedures prescribed by the laws of Delaware and (ii) prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing to the extent and to in the manner required by the laws of Delaware.

Section 14. Ratification.  Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its stockholders, on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of Common Stock and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

Section 15. Inspectors.  The election of directors and any other vote by ballot at any meeting of the stockholders shall be supervised by at least one inspector. Such inspectors shall be appointed by the Board of Directors in advance of the meeting. If the inspector so appointed shall refuse to serve or shall not be present, such appointment shall be made by the officer presiding at the meeting. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

Article III
DIRECTORS

Section 1. Powers, Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The entire Board of Directors shall consist of not less than one nor more than 13 members, the exact number of which shall be determined from time to time, within the limits specified in this Section 1 and in the Certificate of Incorporation, by resolution adopted by the Board of Directors. The Board may be divided into Classes as more fully described in the Certificate of Incorporation. Directors need not be stockholders. Except as provided in Section 2 of this Article, directors shall be elected at the annual meeting of stockholders. Except as provided by law, the Certificate of Incorporation or

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these Bylaws, each director elected will serve until the next succeeding annual meeting of shareholders at which his Class stands for election and until his successor is elected and qualified, or until such director’s earlier resignation, removal from office, death or incapacity.

Section 2. Vacancies; Removal; Resignation. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and each director so chosen shall hold office until the next annual meeting and until such director’s successor shall be duly elected and shall qualify, or until such director’s earlier resignation, removal from office, death or incapacity. Unless otherwise provided by law or the Certificate of Incorporation, the entire Board of Directors or any individual director may be removed from office with our without cause by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

Section 3. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or the Vice Chairman of the Board, if there be either, the Chief Executive Officer, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than 48 hours before the date of the meeting, by telephone or telegram or electronic means on 24 hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 4. Quorum. Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 5. Actions of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

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Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 6. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 7. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 8. Compensation. The Board of Directors shall have authority to fix the compensation of the directors.

Section 9. Organization of Meetings. Meetings of the Board of Directors or any committee thereof shall be presided over by the Chairman, or in his absence, by the Chief Executive Officer or the President, or in the absence of the Chairman, the Chief Executive Officer or the President, by a director chosen by a majority of the directors or committee members present.

Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their

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relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Article IV
OFFICERS

Section 1. General. The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chairman of the Board, a Vice Chairman of the Board, a President, a Secretary, a Chief Financial Officer and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a chief executive officer, a chief operating officer, one or more executive, senior or other vice presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices may be held by the same person. The officers of the Corporation need not be stockholders of the Corporation, nor need such officers be directors of the Corporation.

Section 2. Appointment of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with Section 3 below, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers. The Board of Directors may appoint, or empower the Chief Executive Officer to appoint, such other officers and agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors or, if so authorized by the Board of Directors, the Chief Executive Officer may from time to time determine.

Section 4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary

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to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. Vacancies in Offices. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him or her by the Board of Directors or as may be prescribed by these Bylaws. If there is no Chief Executive Officer and no President, then the Chairman of the Board shall also be the chief executive officer of the Corporation and shall have the powers and duties prescribed in these Bylaws.

Section 7. Vice Chairman of the Board. The Vice Chairman of the Board, if such an officer be elected, shall preside at all meetings of the stockholders and of the Board of Directors in the absence of the Chairman of the Board. In the absence or disability of the Chairman of the Board, or in the event that it is impractical for the Chairman of the Board to act personally, the Vice Chairman of the Board shall have the powers and duties of the Chairman of the Board. The Vice Chairman of the board shall also have such other powers or duties as shall be assigned to him by the Board of Directors.

Section 8. Chief Executive Officer. Subject to the supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, the Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. In the absence or nonexistence of a Chairman of the Board or Vice Chairman of the Board, the Chief Executive Officer shall preside at meetings of the Board of Directors and stockholders. The Chief Executive Officer shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 9. President. The President shall have general supervision, direction and control of the operations of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors. In the absence of the Chairman of the Board, Vice Chairman of the Board or a Chief Executive Officer, the President shall preside at all meetings of the Board of Directors. If there is no Chief Executive Officer, the President shall be the chief executive officer of the Corporation.

Section 10. Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the Chairman of the Board, the Chief Executive Officer or the President.

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Section 11. Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 12. Secretary. The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation, at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, or such other place as the Board of Directors may direct, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. The Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

Section 13. Treasurer. The Treasurer shall, in the absence of the Chief Financial Officer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws.

Section 14. Assistant Secretary. The Assistant Secretary, or, if there is more than one, the Assistant Secretaries shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws.

Section 15. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

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Section 16. Representation of Shares of Other Corporations. The Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary or the Assistant Secretary of this Corporation, or any other person authorized by the Board of Directors or the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Article V
STOCK

Section 1. Form of Certificates. The shares of stock of the Corporation shall be represented by certificates or all of such shares shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. Every holder of stock in the Corporation shall be entitled to have a certificate signed by (i) the Chairman or the President and (ii) the Treasurer, the Secretary or an Assistant Secretary, or in the name of the Corporation certifying the number of shares owned by such stockholder in the Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “cancelled” with the date of cancellation, by the Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as

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against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than ten (10) days after the date upon which the resolution fixing the record date of action with a meeting is adopted by the Board of Directors, nor more than sixty (60) days prior to any other action. If no record date is fixed:

             (a)   The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

             (b)   The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent is delivered to the Corporation.

             (c)   The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

Section 8. Regulations; Book-Entry System. Except as otherwise provided by law, the Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws,

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as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them. Further, the Corporation may participate in one or more systems under which certificates for shares of stock are replaced by electronic book-entry pursuant to such rules, terms and conditions as the Board of Directors may approve and subject to applicable law, notwithstanding any provisions to the contrary set forth in this Article.

Article VI
NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder. Notice to directors or committee members may also be given personally by telegram, telex or cable or by means of electronic transmission.

Section 2. Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any

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annual or special meeting of stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these Bylaws.

Article VII
GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. If the Board of Directors shall fail t do so, the Chief Executive Officer shall fix the fiscal year.

Section 2. Corporate Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in the form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 3. Reliance on Books and Records. Each Director, each member of any committee designated by the Board of Directors, and each officer of the Corporation, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 4. Maintenance and Inspection of Records. The Corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws, as may be amended to date, minute books, accounting books and other records.

     Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the Delaware General Corporation Law. When records are kept in such manner, a clearly legible paper form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.

     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or

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other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal executive office.

Section 5. Inspection by Directors. Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

Section 6. Dividends. Subject to the provisions of the Certificate of Incorporation, if any, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 7. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 8. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

Section 9. Interpretation of Bylaws. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the General Corporation Law of the State of Delaware, as amended, and as amended from time to time hereafter.

Article VIII
INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with

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respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (d) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person

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reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to the fullest extent permitted by the DGCL upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions

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of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or

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advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

Article IX
AMENDMENTS

Section 1. Amendments. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s Bylaws, but the stockholders may made additional Bylaws and may alter and repeal any Bylaws where such Bylaws were originally adopted by them or otherwise in accordance with the terms of the Certificate of Incorporation.

Section 2. Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-4.1

Exhibit 4.1

SPECIMEN UNIT CERTIFICATE

FINTECH ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

No. U-	UNIT(S)
	CUSIP

EACH CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                          IS THE OWNER OF                                            UNIT(S). EACH UNIT (“UNIT”) CONSISTS OF ONE (1) SHARE OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE (“COMMON STOCK”), OF FINTECH ACQUISITION CORP., A DELAWARE CORPORATION (THE “CORPORATION”), AND ONE WARRANT (EACH, A “WARRANT”). EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE (1) SHARE OF COMMON STOCK FOR $7.50 PER SHARE (SUBJECT TO ADJUSTMENT). EACH WARRANT WILL BECOME EXERCISABLE ON THE LATER OF (1) THE CORPORATION’S COMPLETION OF AN ACQUISITION THROUGH MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION OF ONE OR MORE BUSINESSES OR ASSETS (AN “INITIAL BUSINESS COMBINATION”) OR (2) 12 MONTHS FROM THE CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING (THE “IPO”) AND WILL EXPIRE UNLESS EXERCISED BEFORE 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2013, OR EARLIER UPON REDEMPTION OR LIQUIDATION OF THE CORPORATION’S TRUST ACCOUNT BY AMERICAN STOCK TRANSFER & TRUST COMPANY ACTING AS TRUSTEE (THE “EXPIRATION DATE”). THE COMMON STOCK AND WARRANT COMPRISING EACH UNIT REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE SEPARATELY PRIOR TO FIVE BUSINESS DAYS FOLLOWING THE EARLIER TO OCCUR OF THE EXPIRATION OF THE OVER-ALLOTMENT OPTION OF THE UNDERWRITERS OF THE CORPORATION’S IPO, THE EXERCISE IN FULL BY THE UNDERWRITERS OF SUCH OPTION OR THE ANNOUNCEMENT BY THE UNDERWRITERS OF THEIR INTENTION NOT TO EXERCISE ALL OR ANY PORTION OF THE OVER-ALLOTMENT OPTION, PROVIDED, HOWEVER, IN NO EVENT WILL THE COMMON STOCK AND WARRANTS BEGIN TO TRADE SEPARATELY UNTIL THE CORPORATION FILES A CURRENT REPORT ON FORM 8-K CONTAINING AN AUDITED BALANCE SHEET REFLECTING THE CORPORATION’S RECEIPT OF THE GROSS PROCEEDS OF THE IPO AND ISSUES A PRESS RELEASE ANNOUNCING WHEN SUCH SEPARATE TRADING WILL BEGIN. THE TERMS OF THE WARRANTS ARE GOVERNED BY A WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) BETWEEN THE CORPORATION AND ITS TRANSFER AGENT TO BE ENTERED INTO UPON THE EFFECTIVENESS OF THE CORPORATION’S INITIAL PUBLIC OFFERING, AS AMENDED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, AND ARE SUBJECT TO THE TERMS AND PROVISIONS CONTAINED THEREIN, ALL OF WHICH TERMS AND PROVISIONS THE HOLDER OF THIS CERTIFICATE CONSENTS TO BY ACCEPTANCE HEREOF. COPIES OF THE WARRANT AGREEMENT WILL BE ON FILE AT THE OFFICE OF THE CORPORATION, AND WILL BE AVAILABLE TO ANY WARRANT HOLDER ON WRITTEN REQUEST AND WITHOUT COST. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTRAR OF THE COMPANY.

WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURE OF ITS DULY AUTHORIZED OFFICER.

DATED:

                                                            
PRESIDENT CORPORATE SEAL
DELAWARE                                                             
SECRETARY

Countersigned and Registered by:

American Stock Transfer & Trust Company,
as Transfer Agent and Registrar

By:
	Authorized Signature

     The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	as tenants in common	UNIF GIFT/TRANSFERS MIN ACT	Custodian
TEN ENT	as tenants by the entireties		(Cust)          (Minor)
JT TEN	as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts/Transfers to Minors Act                                                                (State)

Additional Abbreviations may also be used though not in the above list.

This certificate and the units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the units, including, as applicable, the Certificate of Incorporation and all amendments thereto and the Warrant Agreement, to all of which the holder of this certificate by acceptance hereof consents.

     For value received         , hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Units represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

Dated:
	NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EX-4.2

Exhibit 4.2

FINTECH ACQUISITION CORP.

NUMBER
C	SHARES

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK

CUSIP

SEE REVERSE FOR
CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                         

IS THE OWNER OF

          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.0001 PER SHARE, OF

FINTECH ACQUISITION CORP.

(hereinafter, the “Company”) transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the seal of the Company and the facsimile signatures of its duly authorized officers.

Dated:

                                                            
PRESIDENT FINTECH ACQUISITION
CORP.
CORPORATE SEAL 2008
DELAWARE                                                             
SECRETARY

     Counterigned and Registered by:

American Stock Transfer & Trust Company,
as Transfer Agent and Registrar

By:
	Authorized Signature

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	as tenants in common	UNIF GIFT/TRANSFERS MIN ACT	Custodian
TEN ENT	as tenants by the entireties		(Cust)                     (Minor)
JT TEN	as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts/Transfers to Minors Act                                                                   (State)

Additional Abbreviations may also be used though not in the above list.

FINTECH ACQUISITION CORP.

     The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

     For value received                                         , hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Company will full power of substitution in the premises.

Dated:
	NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.

EX-4.3

Exhibit 4.3

NUMBER
W	WARRANTS

(SEE REVERSE SIDE FOR LEGEND)
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW YORK CITY TIME,                              , 2013

FINTECH ACQUISITION CORP.

CUSIP

WARRANT

THIS CERTIFIES THAT, for value received

is the registered holder of a Warrant or Warrants expiring                                         , 2013 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a business combination with a target business or (ii)                                         , 2009, such number of Shares of the Company at the initial exercise price of $7.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

     The Company will use its best efforts to cause a registration statement relating to the Shares issuable upon exercise of the Warrant to become effective on or prior to the commencement of the Warrant Exercise Period and to maintain the effectiveness of such registration statement until the expiration date of the Warrant. The Warrant is not exercisable unless, at the time of exercise, the common stock for which the Warrant may be exercised is the subject of an effective registration statement under the Securities Act of 1933, as amended, and a prospectus relating to the Shares is current and the Shares have been registered or deemed to be exempt from registration under the securities laws of the state of residence of the holder of the Warrant. The Company is not obligated to settle the Warrant for cash, even if the Warrant is not exercisable due to the failure by the Company to maintain an effective registration statement. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise Period nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise, round up to the nearest whole number the number of Shares of Common Stock to be issued to the Warrant holder.

     Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

     Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

     The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

     This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

     The Company reserves the right to call the Warrant at any time during the Warrant Exercise Period and prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of such call is given, provided that on the date such notice of redemption is given and during the entire period thereafter until the time of redemption, there is an effective registration statement covering the shares of common stock issuable upon exercise of the Warrant and a current prospectus relating to the Warrant is available. The call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.01 call price.

Dated:

                                                            
PRESIDENT FINTECH ACQUISITION
CORP.
CORPORATE SEAL
DELAWARE                                                             
SECRETARY

     Counterigned and Registered by:

American Stock Transfer & Trust Company,
as Transfer Agent and Registrar

By:
	Authorized Signature

SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise                                          Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Dated:
	(SIGNATURE)
	(ADDRESS)
	(TAX IDENTIFICATION NUMBER)

ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received,                                                             hereby sell, assign and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)

                                                            of the Warrants represented by this Warrant Certificate, and hereby

irrevocably constitute and appoint                                                                                                                                                                                                    

Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:
	(SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.

EX-4.4

Exhibit 4.4

FORM OF

WARRANT AGREEMENT

FINTECH ACQUISITION CORP.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

     WARRANT AGREEMENT dated as of ____, 2008, between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).

     WHEREAS, the Company has filed a registration statement, Registration No. 333-149977 (the “Registration Statement”) with the Securities Exchange Commission for the initial public offering of units (the “Initial Public Offering”), each unit (“Unit”) consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share.

     WHEREAS, the Company has issued an aggregate of 2,875,000 Units (i) in a private placement that occurred concurrently with the execution of that certain Founders’ Securities Purchase Agreement, dated March 10, 2008, by and among the Company and the purchasers named therein, 1,365,625 Units, each unit consisting of one share of Common Stock, and one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share (the “Founders’ Warrants”) to the several purchasers (the “Initial Stockholders”) and (ii) in a private placement that occurred concurrently with the execution of that certain Sponsor Securities Purchase Agreement, dated March 10, 2008, by and between the Company and TBBK Acquisitions I, LLC (the “Sponsor” and, together with the Initial Stockholders, the “Founding Stockholders”), 1,509,375 Units, each unit consisting of one share of Common Stock, and one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share (the “Sponsor Warrants” and together with the Founders’ Warrants, the “Initial Founders’ Warrants,” which term shall include any additional Units issued by way of dividend prior to issuance of the Public Warrants (as defined below).

     WHEREAS, the Company has agreed to issue (i) in a private placement to occur concurrently with the closing of the Initial Public Offering, 3,300,000 warrants to purchase shares of Common Stock (the “Private Placement Warrants” and together with the Initial Founders’ Warrants, the “Private Warrants”) to the Sponsor and (ii) up to 11,500,000 warrants to purchase shares of Common Stock to be offered to the public pursuant to the Registration Statement (the “Public Warrants” and together with the Private Warrants, the “Warrants”). The shares of Common Stock issuable on exercise of the Warrants are referred to as the “Warrant Shares”).

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, transfer, exchange and exercise of Warrants and other matters as provided herein.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

     SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent

to act as agent for the Company in accordance with the instructions set forth hereinafter in this Agreement, and the Warrant Agent hereby accepts such appointment.

     SECTION 2. Warrant Certificates. The certificates evidencing the Warrants (the “Warrant Certificates”) to be delivered pursuant to this Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto and the warrant certificates for the Private Warrants shall bear the legend set forth in Exhibit B except as set forth herein.

     SECTION 3. Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board or its President or Chief Executive Officer and by its Secretary or an Assistant Secretary. Each such signature upon the Warrant Certificates may be in the form of a facsimile signature of the present or any future Chairman of the Board, President, Chief Executive Officer, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any person who shall have been Chairman of the Board, President, Chief Executive Officer, Secretary or Assistant Secretary, notwithstanding the fact that at the time the Warrant Certificates shall be countersigned and delivered or disposed of he or she shall have ceased to hold such office.

     In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such person had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Amended and Restated Warrant Agreement any such person was not such officer.

     Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.

     SECTION 4. Registration and Countersignature. Warrant Certificates shall be countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President or Chief Executive Officer, the Treasurer or the Chief Financial Officer of the Company, countersign, issue and deliver Warrants as provided in this Agreement.

     The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

     SECTION 5. Registration of Transfers and Exchanges; Transfer Restrictions. The Warrant Agent shall from time to time, subject to the limitations of this Section 5, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner.

     The Initial Founders’ Warrants may not be sold or transferred for a period of one year from the

2

date the Company completes its Initial Business Combination and the Private Placement Warrants may not be sold or transferred until the Company completes its Initial Business Combination, in either event except in each case to a Permitted Transferee who agrees in writing with the Company to be subject to such transfer restrictions. The certificates evidencing the Private Warrants shall bear the legend set forth on Exhibit B hereto. As used herein, “Permitted Transferee” means:

     (a) the Company’s officers, directors or affiliates or family members of any of the Company’s officers or directors;

     (b) an immediate family member of a holder of such securities or a trust, the beneficiary of which is an immediate family member of a holder of such securities, an affiliate of the holder of such securities or a charitable organization who, in each case, receives such securities as a gift;

     (c) any person who receives such securities by virtue of the laws of descent and distribution upon death of the existing holder; or

     (d) any person who receives such securities pursuant to a qualified domestic relations order.

     The holder of any Private Warrants or Warrant Shares issued upon exercise of any Private Warrants further agree prior to any transfer of such securities, to give written notice to the Company expressing his, her or its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the holder agrees not to make any disposition of all or any portion of such securities unless and until:

     (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, in which case the legends set forth in Exhibit B or Section 6(c) hereof, as the case may be (collectively the “Legends”) with respect to such securities sold pursuant to such registration statement shall be removed; or

     (b) if reasonably requested by the Company, (A) the holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the Legends.

     Each Public Warrant shall initially be issued together with one share of Common Stock as a Unit. The shares of Common Stock and Public Warrants comprising a Unit shall not be separately transferable before the later of five Business Days following the earlier to occur of the expiration of the underwriters’ over-allotment option included in the underwriting agreement with respect to the publicly offered Units, the exercise of such option in full or the announcement by the underwriters of their intention not to exercise all or any portion of the over-allotment option, subject to the Company having filed a Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering of the Units and having issued a press release announcing when such separate trading will begin (the later of such dates, the “Detachment Date”). Prior to the Detachment Date, Public Warrants may be transferred or exchanged only together with the Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, prior to the Detachment Date, each transfer of a Public Unit on the register relating to such Units shall operate also to transfer the Public Warrant included in such Unit.

3

     Subject to the terms of this Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner.

     The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

     SECTION 6. Terms of Warrants.

     (a) Exercise Price and Exercise Period.

     The initial exercise price per share that Warrant Shares shall be purchasable upon the exercise of Warrants (the “Exercise Price”) shall be $7.50 per share, and each Warrant shall be initially exercisable to purchase one share of Common Stock.

     Subject to the terms of this Agreement (including, without limitation, Section 6(d) below), each Warrant holder shall have the right, which may be exercised commencing at the opening of business on the first day of the applicable Warrant Exercise Period set forth below and until 5:00 p.m., New York City time, on the last day of such Warrant Exercise Period, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares.

     The “Warrant Exercise Period” shall commence (subject to Section 6(d) below), (A) for all Warrants other than the Initial Founders’ Warrants on the later of: (i) the date that is 12 months from the closing of the Initial Public Offering or (ii) the date on which the Company completes its Initial Business Combination, and (B) for the Initial Founders’ Warrants, on the date that the Closing Price of the Company’s Common Stock exceeds $14.25 per share for any 20 Trading days within a 30 trading day period beginning 90 days after the Initial Business Combination, and shall end on the earlier of: (i) the date that is five years from the date of the final prospectus for the offering of the Public Warrants or (ii) the Business Day preceding the date on which such Warrants are redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(e) below.

     The “Closing Price” of the Common Stock on any date of determination means;

          (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the Common Stock (regular way) on the American Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session);

          (ii) if the Common Stock is not listed for trading on the American Stock Exchange on that date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed;

4

          (iii) if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization; or

          (iv) if the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common Stock from at least three nationally recognized investment-banking firms that the Company selects for this purpose.

     Each Warrant not exercised prior to 5:00 p.m., New York City time, on the last day of the Warrant Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

     (b) Redemption of Warrants.

     The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $14.25 per share for any 20 trading days within a 30 trading day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available.

     Notwithstanding the foregoing, no Initial Founders’ Warrants, as long as such warrants are held by the Founding Stockholders or their permitted transferees, or Private Placement Warrants shall be redeemable at the option of the Company.

     (c) Exercise Procedure.

     A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis.

     Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price.

     The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant

5

Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption.

     All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants.

     The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

     Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

     (d) Registration Requirement. Notwithstanding anything else in this Section 6, no Warrants (including any Private Warrants) may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

     (e) Expiry Upon Liquidation of Trust Account. If the Company is dissolved because it fails to

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effect an Initial Business Combination, all of the rights of holders hereunder shall terminate and all of the Warrants shall expire.

     SECTION 7. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

     SECTION 8. Mutilated or Missing Warrant Certificates. In case any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant Agent shall countersign, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and indemnity, also satisfactory to the Company and the Warrant Agent. Applicants for such new Warrant Certificates must pay such reasonable charges as the Company may prescribe.

     SECTION 9. Reservation of Warrant Shares. The Company will at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant Agent shall have no duty to verify availability of such shares set aside by the Company.

     The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of any of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in Section 12 hereof. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof.

     Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will take any commercially reasonable corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.

     The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof, except for such liens, charges and security interests as have arisen by the actions, or failure to act,

7

of persons other than the Company and its affiliates, including but not limited to, the Sponsor.

     SECTION 10. Obtaining Stock Exchange Listings; State Registration. The Company will from time to time take all commercially reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed. To the extent that the Common Stock is not listed on a national securities exchange or there is no exemption from state “blue sky” securities laws for the issuance of the Warrant Shares, the Company will take all commercially reasonable actions which may be necessary so that the Warrant Shares are registered in all states in which the holders of the Warrants reside.

     SECTION 11. Adjustment of Number of Warrant Shares.

     The number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 11. For purposes of this Section 11, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount.

     (a) Adjustment for Change in Capital Stock.

     If the Company:

          (1) pays a dividend or makes a distribution on its Common Stock in either case in shares of its Common Stock;

          (2) subdivides its outstanding shares of Common Stock into a greater number of shares;

          (3) combines its outstanding shares of Common Stock into a smaller number of shares;

          (4) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

          (5) issues by reclassification of its Common Stock any shares of its capital stock,

          then the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised shall receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.

     (b) Adjustment for Rights Issue.

     If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share, on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall

8

be adjusted in accordance with the formula:

                         

     where:

N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.
O	=	the number of shares of Common Stock outstanding on the record date for such distribution.
A	=	the number of additional shares of Common Stock issuable pursuant to such rights or warrants.
P	=	the purchase price per share of the additional shares.
M	=	the Closing Price per share of Common Stock on the record date.

     The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

     (c) Adjustment for Other Distributions.

     If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

                         

     where:

N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.
M	=	the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution.
F	=	the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith.

     The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

     This subsection (c) does not apply to regular quarterly cash dividends including increases thereof

9

or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

     (d) Adjustment for Common Stock Issue.

     If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

                         

     where:

N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.
O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.
P	=	the aggregate consideration received for the issuance of such additional shares.
M	=	the Closing Price per share on the date of issuance of such additional shares.
A	=	the number of shares outstanding immediately after the issuance of such additional shares.

     The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

     This subsection (d) does not apply to:

          (1) any of the transactions described in subsections (b) and (c) of this Section 11,

          (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,

          (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),

10

          (4) Common Stock issued in a bona fide public offering for cash,

          (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

     (e) Adjustment for Convertible Securities Issue.

     If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:

                         

     where:

N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.
N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.
O	=	the number of shares outstanding immediately prior to the issuance of such securities.
P	=	the aggregate consideration received for the issuance of such securities.
M	=	the Closing Price per share on the date of issuance of such securities.
D	=	the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

     The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

     If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

     This subsection (e) does not apply to:

          (1) convertible securities issued in a bona fide public offering for cash; or

          (2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

     (f) Adjustment for Tender or Exchange Offer. If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock, if the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the number of shares of Common Stock issuable upon exercise of each Warrant will be increased based on the following formula:

11

                         

     where,

N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant;
N o	=	the current number of shares of Common Stock issuable upon exercise of each warrant;
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable for shares purchased in such tender or exchange offer;
OS o	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;
OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires; and
SP’	=	the Closing Price of the Common Stock on the trading day next succeeding the date such tender or exchange offer expires.

     The adjustment shall be made successively and shall become effective immediately following the date such tender or exchange offer expires.

     (g) Consideration Received.

     For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11, the following shall apply:

          (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;

          (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and

          (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).

     (h) Defined Terms; When De Minimis Adjustment May Be Deferred.

     As used in this section 11:

          (1) “ex-dividend date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question;

12

          (2) “trading day” means, with respect to the Common Stock or any other security, a day during which (i) trading in the Common Stock or such other security generally occurs, (ii) there is no market disruption event (as defined below) and (iii) a Closing Price for the Common Stock or such other security (other than a Closing Price referred to in the next to last clause of such definition) is available for such day; provided that if the Common Stock or such other security is not admitted for trading or quotation on or by any exchange, bureau or other organization, “trading day” will mean any Business Day;

          (3) “market disruption event” means, with respect to the Common Stock or any other security, the occurrence or existence of more than one-half hour period in the aggregate or any scheduled trading day for the Common Stock or such other security of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or such other security or in any options, contract, or future contracts relating to the Common Stock or such other security, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York time) on such day; and

          (4) “Business Day” means, any day on which the American Stock Exchange is open for trading and which is not a Saturday, a Sunday or any other day on which banks in the City of New York, New York, are authorized or required by law to close.

     No adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant need be made unless the adjustment would require an increase or decrease of at least 1% in such number. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

     All calculations under this Section 11 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

     (i) When No Adjustment Required.

     No adjustment need be made for a transaction referred to in subsections (b), (c), (d), (e) or (f) of this Section 11 if Warrant holders are to participate, without requiring the Warrants to be exercised, in the transaction on a basis and with notice that the Board of Directors of the Company reasonably determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.

     No adjustment need be made for a change in the par value of the Common Stock or a change of the Common Stock to be stock without par value.

     To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash.

     (j) Notice of Adjustment.

     Whenever the number of shares of Common Stock issuable upon exercise of each Warrant is adjusted, the Company shall provide the notices required by Section 13 hereof.

     (k) Notice of Certain Transactions.

          If:

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          (1) the Company takes any action that would require an adjustment in the Exercise Price pursuant to subsections (a), (b), (c), (d), (e) or (f) of this Section 11 and if the Company does not arrange for Warrant holders to participate pursuant to subsection (i) of this Section 11;

          (2) the Company takes any action that would require a supplemental Warrant Agreement pursuant to subsection (l) of this Section 11; or

          (3) there is a liquidation or dissolution of the Company,

          the Company shall mail to Warrant holders a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

     (l) Reorganization of Company.

     If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that (i) if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of Common Stock in such consolidation or merger that affirmatively make such election or (ii) if a tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive, upon exercise of the Warrant, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 11. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement.

     If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement.

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     If this subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this Section 11 do not apply.

     (m) Warrant Agent’s Disclaimer.

     The Warrant Agent has no duty to determine when an adjustment under this Section 11 should be made, how it should be made or what it should be. The Warrant Agent has no duty to determine whether any provisions of a supplemental Warrant Agreement under subsection (l) of this Section 11 are correct. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible for the Company’s failure to comply with this Section.

     (n) When Issuance or Payment May Be Deferred.

     In any case in which this Section 11 shall require that an adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event (i) issuing to the holder of any Warrant exercised after such record date the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise on the basis of the number of shares of Common Stock issuable upon exercise of each Warrant and (ii) paying to such holder any amount in cash in lieu of a fractional share pursuant to Section 12 hereof; provided, however, that the Company shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment.

     (o) Adjustment in Exercise Price.

     Upon each event that provides for an adjustment of the number of shares of Common Stock issuable upon exercise of each Warrant pursuant to this Section 11, each Warrant outstanding prior to the making of the adjustment shall thereafter have an adjusted Exercise Price (calculated to the nearest ten millionth) obtained from the following formula:

                         

     where:

E’	=	the adjusted Exercise Price.
E	=	the Exercise Price prior to adjustment.
N’	=	the adjusted number of Warrant Shares issuable upon exercise of a Warrant by payment of the adjusted Exercise Price.
N	=	the number of Warrant Shares previously issuable upon exercise of a Warrant by payment of the Exercise Price prior to adjustment.

     Following any adjustment to the Exercise Price pursuant to this Section 11, the amount payable, when adjusted and together with any consideration allocated to the issuance of the Warrants, shall never be less than the par value per Warrant Share at the time of such adjustment. Such adjustment shall be made successively whenever any event listed above shall occur.

     (p) Form of Warrants.

15

     Irrespective of any adjustments in the number or kind of shares issuable upon the exercise of the Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number and kind of shares and Exercise Price as are stated in the Warrants initially issuable pursuant to this Agreement.

     (q) Other Dilutive Events.

     In case any event shall occur affecting the Company, as to which the provisions of this Section 11 are not strictly applicable, but would impact the holders of Warrants adversely as compared to holders of Common Stock, and the failure to make any adjustment would not fairly protect the purchase rights represented by the Warrants in accordance with the essential intent and principles of this Section then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 11, necessary to preserve, without dilution, the purchase rights represented by the Warrants.

     The provisions of this Section 11 shall not apply until issuance of the Public Warrants.

     SECTION 12. Fractional Interests. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 12, be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the fair market value on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction.

     SECTION 13. Notices to Warrant Holders. Upon any adjustment of the Exercise Price pursuant to Section 11, the Company shall promptly thereafter, and in any event within five days, (i) cause to be filed with the Warrant Agent a certificate executed by the Chief Financial Officer or principal financial officer of the Company setting forth the number of Warrant Shares issuable upon exercise of each Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant register written notice of such adjustments by first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section.

     The Warrant Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

     In case:

     (a) the Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or

     (b) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than regular cash dividends or dividends payable in shares of Common Stock or distributions referred to in subsection (b) of Section 11 hereof); or

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     (c) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or

     (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

     (e) the Company proposes to take any action not specified above which would require an adjustment of the Exercise Price pursuant to Section 11 hereof;

     then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant register, at least 10 calendar days prior to the applicable record date hereinafter specified, or as promptly as practicable under the circumstances in the case of events for which there is no record date, by first class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

     Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company.

     SECTION 14. Merger, Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 16. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, and in case at that time any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement.

     In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name has been changed may adopt the countersignature under its prior name, and in case at that time any of the

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Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name, and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement.

     SECTION 15. Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent) upon the following terms and conditions, by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:

     (a) The statements contained herein and in the Warrant Certificates shall be taken as statements of the Company and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant Certificates except as herein otherwise provided.

     (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company.

     (c) The Warrant Agent may consult at any time with counsel of its own selection (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

     (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken in reliance on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

     (e) The Company agrees to pay to the Warrant Agent such compensation for all services rendered by the Warrant Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall agree in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the execution of this Agreement (including fees and expenses of its counsel) and to indemnify the Warrant Agent (and any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel fees and expenses, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of its negligence or willful misconduct. The provisions of this Section 15(e) shall survive the expiration of the Warrants and the termination of this Agreement.

     (f) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with security and indemnity satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the

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Warrant Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear.

     (g) The Warrant Agent, and any stockholder, director, officer or employee of it, may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

     (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action.

     (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto.

     (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares.

     (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of,

19

the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.

     (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights.

     (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

     SECTION 16. Change of Warrant Agent. The Warrant Agent may at any time resign as Warrant Agent upon written notice to the Company. If the Warrant Agent shall become incapable of acting as Warrant Agent, the Company shall appoint a successor to such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or of such incapacity by the Warrant Agent or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Certificate or the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

     SECTION 17. Notices to Company and Warrant Agent. Any notice or demand authorized by this Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant Certificate to or on behalf of the Company shall be sufficiently given or made when and if deposited in the mail, first class or registered, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809

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Attn: Chief Financial Officer

     In case the Company shall fail to maintain such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations may be made and notices and demands may be served at the principal corporate trust office of the Warrant Agent.

     Any notice pursuant to this Agreement to be given by the Company or by the registered holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if deposited in the mail, first-class or registered, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) to the Warrant Agent as follows:

American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, New York 10038
Attn: Compliance Department

     SECTION 18. Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not in any way adversely affect the interests of the holders of Warrant Certificates theretofore issued. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this Section 18, the Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the prior written consent of the Warrant Agent must be obtained in connection with any supplement or amendment that alters the rights or duties of the Warrant Agent. The Company and the Warrant Agent may amend any provision herein with the consent of the holders of Warrants exercisable for a majority of the Warrant Shares issuable on exercise of all outstanding Warrants that would be affected by such amendment; provided that any amendment affecting the Public Warrants must be approved by the holders of a majority of the Public Warrants outstanding. Without limiting the generality of the foregoing, prior to the issuance of any Public Warrants, this Agreement (including Exhibit A hereto) may be amended by the Company and the Warrant Agent, without the consent of any holder of Private Warrants, to modify in any way or provide for the terms of the Public Warrants.

     SECTION 19. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

     SECTION 20. Termination. This Agreement will terminate on any earlier date if all Warrants have been exercised or expired without exercise. The provisions of Section 15 hereof shall survive such termination.

     SECTION 21. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of said State. The parties agree that, all actions and proceedings arising out of this Agreement or any of the transactions contemplated hereby, shall be brought in the United States District Court for the Southern District of New York or in a New York State Court in the County of New York and that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to

21

trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.

     SECTION 22. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Warrant Agent and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of the Warrant Certificates.

     SECTION 23. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     SECTION 24. Force Majeure. In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

[SIGNATURE PAGE FOLLOWS]

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

FINTECH ACQUISITION CORP.

Name:

Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

Name:

Title:

23

EXHIBIT A

NUMBER
W	WARRANTS

(SEE REVERSE SIDE FOR LEGEND)
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW YORK CITY TIME,                              , 2013

FINTECH ACQUISITION CORP.

CUSIP

WARRANT

THIS CERTIFIES THAT, for value received

is the registered holder of a Warrant or Warrants expiring                                         , 2013 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a business combination with a target business or (ii)                                         , 2009, such number of Shares of the Company at the initial exercise price of $7.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

     The Company will use its best efforts to cause a registration statement relating to the Shares issuable upon exercise of the Warrant to become effective on or prior to the commencement of the Warrant Exercise Period and to maintain the effectiveness of such registration statement until the expiration date of the Warrant. The Warrant is not exercisable unless, at the time of exercise, the common stock for which the Warrant may be exercised is the subject of an effective registration statement under the Securities Act of 1933, as amended, and a prospectus relating to the Shares is current and the Shares have been registered or deemed to be exempt from registration under the securities laws of the state of residence of the holder of the Warrant. The Company is not obligated to settle the Warrant for cash, even if the Warrant is not exercisable due to the failure by the Company to maintain an effective registration statement. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise Period nor shall the Company be entitled to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise, round up to the nearest whole number the number of Shares of Common Stock to be issued to the Warrant holder.

     Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

     Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

     The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

     This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

     The Company reserves the right to call the Warrant at any time during the Warrant Exercise Period and prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of such call is given, provided that on the date such notice of redemption is given and during the entire period thereafter until the time of redemption, there is an effective registration statement covering the shares of common stock issuable upon exercise of the Warrant and current prospectus relating to the Warrant is available. The call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.01 call price.

Dated:

                                                            
PRESIDENT FINTECH ACQUISITION
CORP.
CORPORATE SEAL
DELAWARE                                                             
SECRETARY

     Counterigned and Registered by:

American Stock Transfer & Trust Company,
as Transfer Agent and Registrar

By:
	Authorized Signature

SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise                                          Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Dated:
	(SIGNATURE)
	(ADDRESS)
	(TAX IDENTIFICATION NUMBER)

ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received,                                                             hereby sell, assign and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)

                                                            of the Warrants represented by this Warrant Certificate, and hereby

irrevocably constitute and appoint                                                                                                                                                                                                    

Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:
	(SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.

EXHIBIT B

LEGEND FOR PRIVATE WARRANTS

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN CIRCUMSTANCES].¹

SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

No.                                           Warrants

¹ Only applies to Initial Founders’ Warrants.

EX-5.1

Exhibit 5.1

May 29, 2008

 
FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809

Ladies and Gentlemen:

     We have acted as counsel to FinTech Acquisition Corp. (the “Company”), a Delaware corporation, in connection with the preparation and filing by the Company of a registration statement on Form S-1 under the Securities Act of 1933, as amended, file no. 333-149977 (the “Registration Statement”) with respect to the registration, offer and sale of (i) up to 10,000,000 units (the “Units”) issuable to the public, with each Unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and one warrant to purchase one share of Common Stock at an exercise price of $7.50 (the “Warrants”), (ii) up to 1,500,000 Units (the “Over-Allotment Units”) that the Underwriters will have a right to purchase from the Company to cover over-allotments, if any, (iii) all shares of Common Stock and all Warrants issued as part of the Units and the Over-Allotment Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Over-Allotment Units. In connection therewith, our opinion has been requested as to certain matters referred to below.

     In our capacity as such counsel, we have familiarized ourselves with the actions taken by the Company in connection with the registration of the Units, Over-Allotment Units, Common Stock and Warrants. We have examined the originals or certified copies of such records, agreements, forms of agreements, certificates of public officials and others, and such other documents, including the Registration Statement, as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures on original documents and the authenticity of all documents submitted to us as originals, the conformity to original documents of all forms or copies submitted to us as conformed or photostatic copies, and the authenticity of the originals of such documents.

     Based upon and subject to the foregoing, we are of the opinion that:

     1. The Company is a corporation which has been duly formed, is validly existing and is in good standing under the laws of the State of Delaware.

     2. When issued and sold as described in the Registration Statement, the Units, Over-Allotment Units, Common Stock and Warrants will be validly issued, fully paid and non-assessable.

     3. When issued, sold and paid for upon exercise of the Warrants as described in the Registration Statement, the Common Stock underlying the Warrants will be validly issued, fully paid and non-assessable.

     The opinions expressed above are limited to the laws of the Commonwealth of Pennsylvania and the General Corporation Law of the State of Delaware. No opinion is expressed with respect to the laws of any other jurisdiction or to the application of any such laws.

     We consent to the reference to this opinion and to Ledgewood in the prospectus included as part of the Registration Statement, and to the inclusion of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Ledgewood

LEDGEWOOD,
a professional corporation

EX-8.1

Exhibit 8.1

May 29, 2008

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809

Ladies and Gentlemen:

     We have acted as counsel to FinTech Acquisition Corp. (the “Company”), a Delaware corporation, in connection with the preparation and filing by the Company of a registration statement on Form S-1, as amended through the date hereof, under the Securities Act of 1933, as amended, file no. 333-149977 (the “Registration Statement”) with respect to the registration, offer and sale by the Company (the “Offering”) of up to 11,500,000 units (the “Units”), each Unit representing the right to receive one share of common stock of the Company (the “Common Shares”) and one warrant to purchase one Common Share (the “Warrants”). You have requested our opinion requiring certain U.S. federal income tax matters in connection with the Offering.

     For purposes of the opinion set forth below, we have reviewed and relied upon (i) the Registration Statement and (ii) such other documents, records and instruments as we have deemed necessary or appropriate as a basis for our opinion. In addition, in rendering our opinion we have relied upon certain statements contained in the Registration Statement which we have neither investigated nor verified. We have assumed that all such statements and factual representations are true, correct, complete, and not breached, and that no actions that are inconsistent with such statements and factual representations will be taken.

     Any inaccuracy in, or breach of, any of the aforementioned statements, representations and assumptions or any change after the date hereof in applicable law could adversely affect our opinion. No ruling has been (or will be) sought from the Internal Revenue Service (the “IRS”) by the Company as to the United States federal income tax consequences of the Offering and the ownership and disposition of the Units, Common Shares or Warrants. The opinion expressed herein is not binding on the IRS or any court, and there can be no assurance that the IRS or a court of competent jurisdiction will not disagree with such opinion.

     In connection with our representation of the Company, we prepared the discussion (the “Discussion”) set forth under the caption “Material U.S. federal income and estate tax consequences” contained in the Registration Statement. All statements of legal conclusion contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the date hereof.

     In addition, we are of the opinion that the Discussion with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax considerations and ERISA considerations (except for the representations and statements of fact of the Company included in the Discussion, as to which we express no opinion).

     The foregoing opinion is limited to the U.S. federal income tax matters addressed in the Registration Statement, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinion expressed herein or in the Registration Statement after the date of this letter.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name as it appears under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

Very truly yours,

/s/ Ledgewood
LEDGEWOOD
a professional corporation

EX-10.1

Exhibit 10.1

FINTECH ACQUISITION CORP.

FOUNDERS’ SECURITIES PURCHASE AGREEMENT

     THIS FOUNDERS’ SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March ___, 2008, is entered into by and between FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”) and the individuals listed on Exhibits A1-20 (each, a “Purchaser” and, together, the “Purchasers”). Terms used but not otherwise defined in this Agreement shall have the meaning assigned such terms in the Registration Statement (as defined below).

     WHEREAS, the Company intends to file a registration statement (the “Registration Statement”) for the initial public offering of units (the “Initial Public Offering”), each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (a “Share”), and one warrant to purchase one Share at an exercise price of $7.50 per Share.

     WHEREAS, concurrent with the execution and delivery of this Agreement, the Purchasers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, an aggregate of 1,365,625 units (the “Founders’ Units”), in the respective amounts set forth opposite such Purchaser’s name on Schedule A hereto, each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Founders’ Shares”) and one warrant to purchase one Share at an exercise price of $7.50 per share (the “Founders’ Warrants”).

     NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

SECTION 1
Authorization, Purchase and Sale; Terms of the Founders’ Units, Founders’ Shares
and Founders’ Warrants

     A. Authorization of the Founders’ Units, Founders’ Shares, Founders’ Warrants and Shares Underlying the Founders’ Warrants. The Company has duly authorized the issuance and sale to the Purchasers of each of the Founders’ Units, Founders’ Shares and Founders’ Warrants and Shares underlying the Founders’ Warrants (collectively, the “Securities”).

     B. Purchase and Sale of the Founders’ Units. Concurrently with the execution and delivery of this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase from the Company, the number of Founders’ Units listed beside each Purchaser’s name on Exhibits A for a purchase price listed beside each Purchaser’s name on Exhibits A (the “Founders’ Units Purchase Price”). As soon as practicable after

the execution and delivery of this Agreement, the Company shall deliver certificates evidencing the Founders’ Units, Founders’ Shares and Founders’ Warrants to be purchased by the Purchasers hereunder, in each case registered in each Purchaser’s name, upon the payment by the Purchaser of the Founders’ Units Purchase Price, by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions or by such other method as may be reasonably acceptable to the Company.

     C. Terms of the Founders’ Units, Founder’s Shares and Founder’s Warrants.

          (i) Founders’ Units: Each Unit of the Founders’ Units shall consist of one Founders’ Share and one Founders’ Warrant and shall have the terms set forth in the Unit Certificate attached as EXHIBIT B hereto.

          (ii) Founder’s Shares: The Founder’s Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founder’s Share Certificate attached as EXHIBIT C hereto. Without limiting the foregoing, the Purchasers hereby expressly agree that if the Company consummates the Initial Public Offering, then (a) in connection with the stockholder vote required to approve an initial merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the Purchasers agree to vote the Founders’ Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (b) the Purchasers agree to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

          (iii) Founders’ Warrants: The Founders’ Warrants shall have the terms set forth in the Warrant Agreement set forth as EXHIBIT D hereto.

          (iv) Transfer Restrictions: In addition to the restrictions on transfer set forth in Section 6 hereof, the Purchasers shall not sell or transfer the Founders’ Units, Founders’ Shares, Founders’ Warrants and the Shares underlying the Founders’ Warrants for a period of one year from the date the Company completes its Business Combination except to a Permitted Transferee (as defined in the Warrant Agreement) who agrees in writing with the Company to be subject to such transfer restrictions, vote the Founders’ Shares as provided in (ii) above; waive any right to participate in any liquidation distribution as provided in (ii) above and agrees to the forfeiture of the Founders’ Units, Founders’ Shares and Founders’ Warrants as provided in (vi) below. During this period, the Purchasers and their Permitted Transferees shall retain all other rights of holders of Shares, including, without limitation, the right to vote their Shares (except as described above with respect to a Business Combination) and the right to receive cash dividends, if declared. If dividends are declared and payable in Shares, such dividends will also be subject to the restrictions contained in this Section 1.C.(iv).

          (v) Registration Rights: In connection with the closing of the Initial Public Offering, the Company and the Purchasers shall enter into an agreement (the “Registration Rights Agreement”) granting the Purchasers registration rights with respect to the Securities.

          (vi) Forfeiture and Sell-Back of Securities:

          a. Each Purchaser hereby agrees to forfeit, in such proportion as such Purchaser purchased the Securities under this Agreement, a number of Securities necessary to ensure that the aggregate amount of Founders’ Shares held by the Purchasers, together with TBBK Acquisitions I, LLC (the “Sponsor”) and any permitted transferees does not exceed 20% of the issued and outstanding common stock of the Company upon the consummation of the Company’s Initial Public Offering.

          b. Each Purchaser acknowledges and agrees that if, prior to the consummation of the Business Combination, his or her employment or involvement with any of the Company, Bancorp or the Sponsor terminates for any reason, including resignation, or if written notice of termination is given by any such company, the Sponsor shall have the right, for a period of 60 days following such termination, resignation or, if earlier, notice of either thereof, to purchase such Purchaser’s Founders’ Units at the original price set forth on Exhibit A. The Sponsor shall be deemed to have exercised its purchase right hereunder if it shall send notice to the Purchaser of its exercise to the address as it appears on the books and records of Bancorp, or if it shall personally deliver such notice, within such 60-day period. Each Purchaser hereby agrees that if the Sponsor sends notification that it will exercise its right to purchase Founders’ Units, such Purchaser must promptly (and, in any event, within five business days of the date upon which such notice was sent or delivered), tender his or her Founders’ Units to the Sponsor for purchase by it.

SECTION 2
Representations and Warranties of the Company

     As a material inducement to the Purchasers to enter into this Agreement and purchase the Founders’ Units, the Company hereby represents and warrants to the Purchaser that:

     A. Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

     B. Authorization; No Breach.

          (i) The execution and delivery of this Agreement and the Warrant Agreement and the performance of this Agreement and the Warrant Agreement have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. The Warrant Agreement, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Founders’ Warrants, constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms.

          (ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the sale and issuance of each of the Securities and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the bylaws of the Company, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

     C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, each of the Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Purchaser will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b) transfer restrictions under federal and state securities laws, (c) liens, claims or encumbrances imposed due to the actions of the Purchasers and (d) forfeiture requirements pursuant to Section 1(C)(vi) hereunder.

     D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the Warrant Agreement, or the consummation by the Company of any other transactions contemplated hereby.

SECTION 3
Representations and Warranties of the Purchasers

     A. Capacity and State Law Compliance. Each Purchaser hereby represents and warrants as to itself, that they have engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. Each Purchaser understands and acknowledge that the purchase of Shares upon the exercise of the Founders’ Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of

such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

     B. Authorization; No Breach.

          (i) Each Purchaser hereby represents and warrants as to itself, that this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.

          (ii) Each Purchaser hereby represents and warrants as to itself, that the execution and delivery of this Agreement and the fulfillment of and compliance with the respective terms hereof do not and shall not conflict with or result in a breach of the terms, conditions or provisions of any agreements, instruments, orders, judgments or decrees to which any of such Purchasers are subject.

     C. Investment Representations.

          (i) Each Purchaser hereby represents and warrants as to itself, that they are acquiring the Securities for their own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

          (iii) Each Purchaser hereby represents and warrants as to itself, that they understand that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchasers’ compliance with, the representations and warranties of the Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchasers to acquire such Securities.

          (iv) Each Purchaser hereby represents and warrants as to itself, that they did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “Securities Act”).

          (v) Each Purchaser hereby represents and warrants as to itself, that they have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchasers. Each Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchasers understand that their investments in the Securities involve a high degree of risk. The Purchasers have sought such accounting, legal and tax advice as the Purchasers have considered necessary to make an informed investment decision with respect to their acquisitions of the Securities.

          (vi) Each Purchaser hereby represents and warrants as to itself, that they understand that no United States federal or state agency or any other government or

governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchasers nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

          (vii) Each Purchaser hereby represents and warrants as to itself, that they understand that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchasers understand that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. The Purchaser is able to bear the economic risk of its investment in the Securities for an indefinite period of time.

          (viii) Each Purchaser hereby represents and warrants as to itself, that they have such knowledge and expertise in financial and business matters, know of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, are capable of evaluating the merits and risks of an investment in the Securities and are able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. The Purchasers have adequate means of providing for their current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. Each Purchaser hereby represents and warrants as to itself, that they can afford a complete loss of its investment in the Securities.

     D. Waiver of Right to Amounts in the Trust Account and Indemnification.

          (i) Each Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the trust account established by the Company for the deposit of proceeds from the Initial Public Offering, as a result of any liquidation of the trust account, with respect to the Founders’ Shares (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever except for any amounts to which it may be entitled upon liquidation of the Company in respect of such Purchaser’s ownership of Shares other than the Founders’ Shares.

          (ii) Each Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase the units in the Initial Public Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.D. of this Agreement.

          (iii) Each Purchaser agrees that to the extent any waiver of rights under this Section 3.D. is ineffective as a matter of law, such Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Each Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

SECTION 4
Conditions of the Purchasers’ Obligations

     The obligation of the Purchasers to purchase and pay for the Founders’ Units is subject to the fulfillment of each of the following conditions:

     A. Representations and Warranties. The representations and warranties of the Company contained in Section 2, shall be true and correct at and as of the date hereof.

     B. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

SECTION 5
Conditions of the Company’s Obligations

     The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment of each of the following conditions:

     A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the date hereof.

     B. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Founders’ Units.

     C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the

consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

SECTION 6
Miscellaneous

     A. Legends.

          (i) The certificates evidencing the Founders’ Units and the Founders’ Shares will include the legend set forth on EXHIBITS B and C hereto, respectively, which each Purchaser has read and understands. The Founders’ Warrants and Shares issued upon exercise of such warrants will include the legend set forth in Exhibit B to the Warrant Agreement in the case of the Founders’ Warrants and in the Warrant Agreement in the case of the Shares, which each Purchaser has read and understands.

          (ii) By accepting the Securities, each Purchaser agrees, prior to any transfer of the Securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the Purchasers agree not to make any disposition of all or any portion of the Securities unless and until:

          (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, in which case the legends set forth above with respect to the Securities sold pursuant to such registration statement shall be removed; or

          (b) if reasonably requested by the Company, (A) the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the legends referred to in (i) hereof.

Notwithstanding the foregoing, the Purchasers also understand and acknowledge that the transfer of the Founders’ Units, Founders’ Shares and Founders’ Warrants and exercise of the Founders’ Warrants are subject to the specific conditions to such transfer or exercise as outlined herein and the Warrant Agreement as to which the Purchasers specifically assent by their execution hereof.

          (iii) The Company may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the extent its counsel considers it necessary to ensure compliance with federal and state securities laws and the transfer restrictions contained elsewhere in this Agreement and the Warrant Agreement.

     B. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement.

     C. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

     D. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

     E. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

     F. Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.

     G. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent:

If to the Company:	FinTech Acquisition Corp.
	405 Silverside Road
	Wilmington, DE 19809
	Fax No.: (302) 385-5117
With a copy to:	Ledgewood, P.C.
	Attn: Mark Rosenstein, Esq.
	1900 Market Street, Suite 750
	Philadelphia, PA 19103
	Fax No.: (215) 735-2513
If to the Purchasers:	c/o The Bancorp, Inc.

Attn: Marty Egan

405 Silverside Road

Wilmington, DE 19809

Fax No.: (302) 385-5117

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

     H. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties hereto have executed this Founders’ Securities Purchase Agreement on the date first written above.

COMPANY:

FINTECH ACQUISITION CORP.

By:
Name:	Frank M. Mastrangelo
Title:	President

SPONSOR (signing solely in connection with Section 1(C)(vi):

TBBK ACQUISITIONS I, LLC

By: The Bancorp, Inc., its sole member

By:
Name:	Frank M. Mastrangelo
Title:	President and Chief Operating Officer

EX-10.2

Exhibit 10.2

FINTECH ACQUISITION CORP.

SPONSOR SECURITIES PURCHASE AGREEMENT

          THIS SPONSOR SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March ___, 2008, is entered into by and between FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”) and TBBK ACQUISITIONS I, LLC, a Delaware limited liability company (the “Purchaser”).

     WHEREAS, the Company intends to file a registration statement (the “Registration Statement”) for the initial public offering of units (the “Initial Public Offering”), each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (a “Share”), and one warrant to purchase one Share at an exercise price of $7.50 per Share.

     WHEREAS, concurrent with the execution and delivery of this Agreement, the Purchaser desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, at an aggregate purchase price of $13,125 (the “Sponsor Units Purchase Price”), 1,509,375 units (the “Sponsor Units”), each unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Sponsor Shares”) and one warrant to purchase one Share at an exercise price of $7.50 per share (the “Sponsor Warrants”).

     WHEREAS, concurrently with the closing of the Initial Public Offering, the Purchaser desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, for an aggregate purchase price of $3,300,000 (the “Private Placement Warrants Purchase Price”), 3,300,000 warrants to purchase Shares (the “Private Placement Warrants”).

     NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

SECTION 1.
Authorization, Purchase and Sale; Terms of the Sponsor Units, Sponsor Shares,
Sponsor Warrants and Private Placement Warrants

          A. Authorization of the Sponsor Units, Sponsor Shares, Sponsor Warrants, Private Placement Warrants and Shares Underlying each of the Sponsor Warrants and Private Placement Warrants. The Company has duly authorized the issuance and sale to the Purchaser of each of the Sponsor Units, Sponsor Shares, Sponsor Warrants, Private Placement Warrants and Shares underlying each of the Sponsor Warrants and Private Placement Warrants (collectively, the “Securities”).

          B. Purchase and Sale of the Sponsor Units and Private Placement Warrants. Concurrently with the execution and delivery of this Agreement, in the case of the Sponsor Units, and concurrently with the closing of the Initial Public Offering, in the case of the Private Placement Warrants, or as each such date may be extended from time to time by mutual agreement of the parties (in each case, the “Closing Date”), the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company, the Sponsor Units, Sponsor Shares and Sponsor Warrants for the Sponsor Units Purchase Price and the Private Placement Warrants for the Private Placement Warrants Purchase Price, respectively. On the applicable Closing Date, or as soon thereafter as is practicable, the Company shall deliver certificates evidencing the Sponsor Units, Sponsor Shares and Sponsor Warrants, or the Private Placement Warrants, as the case may be, to be purchased by the Purchaser hereunder, in each case registered in the Purchaser’s name, upon the payment by the Purchaser of the Sponsor Units Purchase Price or the Private Placement Warrants Purchase Price, as the case may be, by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions or by such other method as may be reasonably acceptable to the Company.

     C. Terms of the Sponsor Units, Sponsor Shares, Sponsor Warrants and Private Placement Warrants.

          (i) Sponsor Units: Each Unit of the Sponsor Units shall consist of one Sponsor Share and one Sponsor Warrant and shall have the terms set forth in the Unit Certificate attached as EXHIBIT A hereto.

          (ii) Sponsor Shares: The Sponsor Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Sponsor Share Certificate attached as EXHIBIT B hereto. Without limiting the foregoing, the Purchaser hereby expressly agrees that if the Corporation consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the Purchaser agrees to vote the Sponsor Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (ii) the Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.

          (iii) Sponsor Warrants: The Sponsor Warrants shall have the terms set forth in the Warrant Agreement set forth as EXHIBIT C hereto.

          (iv) Private Placement Warrants: The Private Placement Warrants shall have the terms set forth in the Warrant Agreement set forth as EXHIBIT C hereto, as such terms may be amended prior to the applicable Closing Date with the consent of the Purchaser, which consent shall be evidenced by the purchase of the Private Placement Warrants on the applicable Closing Date.

          (v) Transfer Restrictions: In addition to the restrictions on transfer set forth in Section 9 hereof, the Purchaser shall not sell or transfer the Sponsor Units, Sponsor Shares, Sponsor Warrants and the Shares underlying the Sponsor Warrants for a period of

one year from the date the Company completes its initial business combination except to a Permitted Transferee (as defined in the Warrant Agreement) who agrees in writing with the Company to be subject to such transfer restrictions, vote the Sponsor Shares as provided in (ii) above; waive any right to participate in any liquidation distribution as provided in (ii) above and agrees to the forfeiture of the Sponsor Units, Sponsor Shares and Sponsor Warrants as provided in (vii) below. During this period, the Purchaser and its Permitted Transferees shall retain all other rights of holders of Shares, including, without limitation, the right to vote their Shares (except as described above with respect to a Business Combination) and the right to receive cash dividends, if declared. If dividends are declared and payable in Shares, such dividends will also be subject to the restrictions contained in this Section 1.C.(v). In addition to the restrictions on transfer set forth in Section 9 hereof, the Purchaser acknowledges that the Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants are subject to the restrictions on transfer set forth in the Warrant Agreement.

          (vi) Registration Rights: In connection with the closing of the Initial Public Offering, the Company and the Purchaser shall enter into an agreement (the “Registration Rights Agreement”) granting the Purchaser registration rights with respect to the Securities.

          (vii) Forfeiture of Sponsor Units, Sponsor Shares and Sponsor Warrants: The Purchaser hereby agrees to forfeit a number of Securities necessary to ensure that the aggregate amount of Sponsor Shares held by the Purchaser, insiders of the Company and The Bancorp, Inc., and any permitted transferees, does not exceed 20% of the issued and outstanding common stock of the Company upon the consummation of the Initial Public Offering.

SECTION 2
Representations and Warranties of the Company

     As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Units and Private Placement Warrants, the Company hereby represents and warrants to the Purchaser that:

     A. Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

     B. Authorization; No Breach.

          (i) The execution and delivery of this Agreement, the Warrant Agreement, the Sponsor Warrants and the Private Placement Warrants and performance of this Agreement and the Warrant Agreement have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation

of the Company, enforceable in accordance with its terms. The Warrant Agreement, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants and the Private Placement Warrants, constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the applicable Closing Date.

          (ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the sale and issuance of each of the Securities and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets, (iv) result in a violation of, or (v) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the bylaws of the Company, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

     C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, each of the Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Purchaser will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Purchaser.

     D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the Warrant Agreement, or the consummation by the Company of any other transactions contemplated hereby.

SECTION 3
Representations and Warranties of the Purchaser

     As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Units and Private Placement Warrants, the Purchaser hereby represents and warrants to the Company that:

     A. Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement

Warrants and the Sponsor Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

     B. Authorization; No Breach.

          (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms.

          (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Purchaser do not and shall not as of the applicable Closing Date conflict with or result in a breach of the terms, conditions or provisions of the certificate of formation or limited liability company agreement of the Purchaser or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

     C. Investment Representations.

          (i) The Purchaser is acquiring the Securities for its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

          (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.

          (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

          (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “Securities Act”).

          (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision with respect to the Purchaser’s acquisition of the Securities.

          (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

          (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. The Purchaser is able to bear the economic risk of its investment in the Securities for an indefinite period of time.

          (viii) The Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.

     D. Waiver of Right to Amounts in the Trust Account and Indemnification.

          (i) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the trust account established by the Company for the deposit of proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, as a result of any liquidation of the trust account, with respect to the Sponsor Shares (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever except for any amounts to which it may be entitled upon liquidation of the Company in respect of the Purchaser’s ownership of Shares other than the Sponsor Shares.

          (ii) The Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase the units in the Initial Public Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.D. of this Agreement.

          (iii) The Purchaser agrees that to the extent any waiver of rights under this Section 3.D. is ineffective as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

SECTION 4
Conditions of the Purchaser’s Obligations

     The obligation of the Purchaser to purchase and pay for the Sponsor Units and Private Placement Warrants is subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:

     A. Representations and Warranties. The representations and warranties of the Company contained in Section 2, shall be true and correct at and as of the applicable Closing Date as though then made.

     B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the applicable Closing Date.

     C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

SECTION 5
Conditions of the Company’s Obligations

     The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:

     A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the applicable Closing Date as though then made.

     B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the applicable Closing Date.

     C. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Units and the Private Placement Warrants.

     D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

SECTION 6
Termination

     This Agreement may be terminated at any time prior to the applicable Closing Date as it relates only to the Securities to be purchased pursuant to this Agreement on and after such Closing Date upon the mutual written consent of the Company and the Purchaser.

SECTION 7
Survival of Representations and Warranties

     All of the representations and warranties contained herein shall survive the applicable Closing Date.

SECTION 8
Definitions

     Terms used but not otherwise defined in this Agreement shall have the meaning assigned such terms in the Registration Statement.

SECTION 9
Miscellaneous

     A. Legends.

          (i) The certificates evidencing the Sponsor Units and the Sponsor Shares will include the legend set forth on EXHIBITS A AND B hereto, respectively, which the Purchaser has read and understands. The Sponsor Warrants, the Private Placement Warrants and Shares issued upon exercise of the Private Placement Warrants and the Sponsor Warrants (as defined in the Warrant Agreement) will include the legend set forth

in Exhibit B to the Warrant Agreement in the case of the Warrants and in the Warrant Agreement in the case of the Shares, which the Purchaser has read and understands.

          (ii) By accepting the Securities, the Purchaser agrees, prior to any transfer of the Securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until:

(a)

there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, in which case the legends set forth above with respect to the Securities sold pursuant to such registration statement shall be removed; or

(b)

if reasonably requested by the Company, (A) the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the legends referred to in (i) hereof.

Notwithstanding the foregoing, the Purchaser also understands and acknowledges that the transfer of the Sponsor Units, Sponsor Shares, Sponsor Warrants and the Private Placement Warrants and exercise of the Sponsor Warrants and the Private Placement Warrants are subject to the specific conditions to such transfer or exercise as outlined herein and the Warrant Agreement as to which the Purchaser specifically assents by its execution hereof.

          (iii) The Company may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the extent its counsel considers it necessary to ensure compliance with federal and state securities laws and the transfer restrictions contained elsewhere in this Agreement and the Warrant Agreement.

     B. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement.

     C. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law,

such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

     D. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

     E. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

     F. Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.

     G. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent:

If to the Company:	FinTech Acquisition Corp.
	405 Silverside Road
	Wilmington, DE 19809
	Fax No.: (302) 385-5117
With a copy to:	Ledgewood, P.C.
	Attn: Mark Rosenstein, Esq.
	1900 Market Street, Suite 750
	Philadelphia, PA 19103
	Fax No.: (215) 735-2513
If to the Purchasers:	c/o The Bancorp, Inc.
	Attn: Marty Egan
	405 Silverside Road
	Wilmington, DE 19809
	Fax No.: (302) 385-5117

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

     H. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent

or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on the date first written above.

COMPANY:

FINTECH ACQUISITION CORP.

By:
Name:	Frank M. Mastrangelo
Title:	President

PURCHASER:

TBBK ACQUISITIONS I, LLC

By: The Bancorp, Inc., its sole member

By:
Name:	Frank M. Mastrangelo
Title:	President and Chief Operating Officer

EX-10.3

Exhibit 10.3

FORM OF

STOCK ESCROW AGREEMENT

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

     WHEREAS, the Company has entered into an Underwriting Agreement, dated                                         , 2008 (the “Underwriting Agreement”) with UBS Securities LLC acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units (not including the Underwriters’ over-allotment option) (the “Units”) of the Company, with each Unit consisting of one share of the Company’s common stock, par value $.0001 per share (the “Common Stock”), and one warrant (“Warrant”), with each Warrant being exercisable to purchase one share of Common Stock, all as more fully described in the Company’s final prospectus, dated                                         , 2008 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-149977) (as amended, the “Registration Statement”) under the Securities Act of 1933, as amended, declared effective on                                         , 2008 (the “Effective Date”);

     WHEREAS, solely for the purpose of covering over-allotments, the Company has granted to the Underwriters the option to purchase from the Company up to an additional 1,500,000 Units (the “Overallotment Option”);

     WHEREAS, the Initial Stockholders have agreed as a condition of the Underwriters’ obligation to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public to (i) deposit all of their Units of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively, the “Escrow Units”), as well as certificates representing the shares of common stock (the “Escrow Common Shares”) and warrants (the “Escrow Warrants”) underlying the Escrow Units and (ii) deposit the 3,300,000 Warrants TBBK Acquisitions I, LLC has agreed to purchase from the Company at a price of $1.00 per warrant in a private placement pursuant to a warrant agreement between the Company and Escrow Agent as trustee thereunder (the “Warrant Agreement”) immediately before the completion of the offering (collectively, the “Additional Escrow Warrants”, and together with the Escrow Common Shares and the Escrow Warrants, the “Escrow Securities”), in escrow as hereinafter provided; and

     WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.

     NOW, THEREFORE, in consideration of the foregoing, of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of

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which is hereby acknowledged, the Company, each Initial Stockholder and the Escrow Agent hereby agree as follows:

     1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

     2. Deposit of Escrow Securities. On or before the Effective Date, each of the Initial Stockholders shall have delivered to the Escrow Agent certificates representing their respective Escrow Securities as set forth opposite their respective names on Exhibit A hereto, which certificates shall remain in the name of such Initial Stockholder or in the name of such Initial Stockholder’s Permitted Transferee (as defined below), to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing such Initial Stockholder’s Escrow Securities bears a legend to reflect the deposit of such Escrow Securities under this Agreement.

     3. Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Units, Escrow Common Shares and Escrow Warrants until the date that is one year after the consummation of a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation as in effect on the date hereof) and the Additional Escrow Warrants until the completion of a Business Combination (each such period, an “Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Securities to such Initial Stockholder; provided, however, that at the end of the 30-day period in which the Underwriters may exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company (as described in the Registration Statement), the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, such number of Units as directed by the Company in writing, provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during each Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

     4. Rights of Initial Stockholders in Escrow Securities.

          4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during each Escrow Period, including, without limitation, the right to vote the Escrow Common Shares.

          4.2 Dividends and Other Distributions in Respect of the Escrow Securities. During each Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Stockholders, but all dividends or other distributions made by the Company during the Escrow Period payable in shares of Common Stock or other non-cash

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property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

          4.3 Restrictions on Transfer. During each Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Securities except to permitted transferees which includes: (i) the Company’s officers or directors or any affiliates or family members of any of its officers or directors; (ii) a member of an Initial Stockholder’s immediate family or a trust (the beneficiary of which is a member of the Initial Stockholder’s immediate family, an affiliate of the Initial Stockholder or a charitable organization) or a charitable organization, who in each case receives such Escrow Securities as a gift; (iii) any person who receives such Escrow Securities by virtue of the laws of descent and distribution upon death of the Initial Stockholder; or (iv) any person who receives such Escrow Securities pursuant to a qualified domestic relations order (each such transferee, a “Permitted Transferee”); provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter and Warrant Agreement signed by the Initial Stockholder transferring the Escrow Securities. During each Escrow Period, the Initial Stockholders shall not pledge or grant a security interest in the Escrow Securities or grant a security interest in their rights under this Agreement.

          4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement with UBS Securities LLC acting as representative of the Underwriters, and the Company, the form of which is filed as an exhibit to the Registration Statement, regarding the rights and obligations of such Initial Stockholder in certain events described therein, including, without limitation, upon the liquidation of the Company (such letter agreement, the “Insider Letter”).

          4.5 Escrow Warrants. TBBK Acquisitions I, LLC acknowledges that the Escrow Warrants are subject to the restrictions on exercise and transfer during the Escrow Period as specified in the Warrant Agreement.

     5. Concerning the Escrow Agent.

          5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

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     5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

     5.3 Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder, as set forth on Exhibit B hereto. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

     5.4 Further Assurances. From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

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

     5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly; provided, however, that such resignation shall become effective only upon the appointment by a successor escrow agent as provided for in Section 5.5.

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          5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

          5.8 Waiver. The Escrow Agent hereby waives any and all right, title, interest or claim of any kind (each, a “Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

     6. Miscellaneous.

          6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York located in New York County or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 6.6 hereof. Such mailing shall be deemed personal services and shall be legal and binding upon the Company in any action, proceeding or claim.

          6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby expressly acknowledges and agrees that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be modified, amended or changed without the prior written consent of UBS Securities LLC.

          6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to be charged.

          6.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

          6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

          6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid or via facsimile, and shall be deemed given when so delivered personally or, if sent by private national courier service, on the next business day after delivery to the courier, or, if

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mailed, two business days after the date of mailing, or if sent via facsimile, the next business day after transmission of the facsimile, as follows:

If to the Company, to:

FinTech Acquisition Corp.
405 Silverside Road,
Wilmington, Delaware 19089
Attn: Secretary
Fax No.: (302) 385-5117

If to a Stockholder, to his, her or its address set forth in Exhibit A.

and if to the Escrow Agent, to:

American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, New York 10038
Attn: Herbert Lemmer
Fax No.: (718) 331-1852

A copy of any notice sent hereunder shall be sent to:

Clifford Chance US LLP
31 West 52nd Street
New York, New York
Attn: Andrew S. Epstein, Esq.
Fax No.: (212) 878-8375

and

Ledgewood, P.C.
1900 Market Street, Suite 750
Philadelphia, Pennsylvania 19103
Attn: J. Baur Whittlesey, Esq.
Fax No.: (215) 735-2513

and

UBS Securities LLC
299 Park Avenue
New York, New York 10171
Attn: Syndicate Department
Fax No.: (212) 878-8375

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     The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

          6.7 Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

          6.8 Counterparts. This Agreement may be executed in several counterparts each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument.

[Signature Page Follows]

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     IN WITNESS WHEREOF, this Stock Escrow Agreement has been duly executed by the parties hereto as of the day and year first above written.

FINTECH ACQUISITION CORP.
By:
	Name:
	Title:
Betsy Z. Cohen, as Initial Stockholder
Frank M. Mastrangelo, as Initial Stockholder
Daniel G. Cohen, as Initial Stockholder
Peter Chiccino, as Initial Stockholder
Jeremy Kuiper, as Initial Stockholder
Walter T. Beach, as Initial Stockholder
Michele A. Fitzpatrick, as Initial Stockholder
T. Stephen Johnson, as Initial Stockholder
Raymond Moyer, as Initial Stockholder
Jill Kelly, as Initial Stockholder
John Barbella, as Initial Stockholder

Signature Page to FinTech Acquisition Corp. Stock Escrow Agreement

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Martin F. Egan, as Initial Stockholder

Arthur Birenbaum, as Initial Stockholder

Jim Hilty, as Initial Stockholder

Don McGraw, as Initial Stockholder

Scott Megargee, as Initial Stockholder

Brian Berry, as Initial Stockholder

Joyce Mehlman, as Initial Stockholder

Sandy Reel, as Initial Stockholder

Nancy Rosenau, as Initial Stockholder

TBBK Acquisitions I, LLC, as Initial Stockholder
	By:
		Name:
		Title:

AMERICAN STOCK TRANSFER & TRUST COMPANY
By:
	Name:
	Title:

Signature Page to FinTech Acquisition Corp. Stock Escrow Agreement

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EXHIBIT B

Escrow Agent Fees

$                                         annually for acting agent escrow fee.

Initial acceptance fee and first year agent fee to be paid at closing.

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EX-10.4

Exhibit 10.4

FORM OF

INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of                      ___, 2008 by and between FINTECH ACQUISITION CORP. (the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”).

     WHEREAS, the Company’s Registration Statement on Form S-1, No. 333-149977 (the “REGISTRATION STATEMENT”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (the “EFFECTIVE DATE”); and

     WHEREAS, UBS Securities LLC (“UBS”) is acting as the representative of the underwriters (the “UNDERWRITERS”) in the IPO; and

     WHEREAS, as described in the Company’s Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $99,000,000 of the net proceeds of the IPO and the private placement warrants described in the Registration Statement, including $3,500,000 for deferred underwriting discounts and commissions ($113,475,000 if the underwriters’ over-allotment option is exercised in full, including $4,025,000 for deferred underwriting discounts and commissions) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s common stock, par value $0.0001, issued in the IPO. The amount to be delivered to the Trustee will be referred to herein as the “PROPERTY,” the parties for whose benefit the Trustee shall hold the Property will be referred to together with the Company as the “BENEFICIARIES”);

     WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000 ($4,025,000, if the underwriters’ over-allotment option is exercised in full) (or the amount specified in a notice pursuant to paragraph 2(d) hereof) is attributable to deferred underwriting commissions that will become payable by the Company to the Underwriters upon the consummation of an Initial Business Combination (as defined in the Registration Statement) (the “Deferred Discount”); and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and covenants to:

     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the “TRUST ACCOUNT”) established by the Trustee at a branch of [                                        ] selected by the Trustee;

     (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

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     (c) In a timely manner, upon the instruction of the Company, invest and reinvest the Property in any “Government Security” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of one hundred and eighty days or less, or one or more money market funds, selected by the Company, meeting the conditions specified in Rule 2a-7 promulgated under the Investment Company Act, as determined by the Company.,

     (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein;

     (e) Notify the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the Company;

     (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account or the Company;

     (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or the Underwriters to do so;

     (h) Render to the Company and to the Underwriters, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and

     (i) Commence liquidation of the Trust Account only after receipt of and only in accordance with the terms of a letter (the “TERMINATION LETTER”), in a form substantially similar to that attached hereto as either EXHIBIT A or EXHIBIT B, signed on behalf of the Company by its President or Chief Executive Officer or other authorized officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein.

     2. AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and covenants to:

     (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s President or Chief Executive Officer or other authorized officer. In addition, except with respect to its duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

     (b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Company shall have the right to conduct and manage the defense against such Indemnified Claim, provided that the Company shall obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not agree

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to settle any Indemnified Claim without the prior written consent of the Trustee, which shall not be unreasonably withheld, conditioned or delayed. The Trustee may participate in such action with its own counsel at its own expense;

     (c) Pay the Trustee an initial acceptance fee and a monthly fee as set forth on Schedule A hereto, which fees shall be subject to written modification by the parties from time to time (it being expressly understood that the Property shall not be used to pay such fee). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter shall pay the annual fee on each anniversary of the Effective Date. The Trustee shall refund to the Company the fee (on a PRO RATA basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in paragraph 2(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such paragraph);

     (d) Within five business days after the Underwriters’ over-allotment option (or any unexercised portion thereof) expires or is exercised in full, provide the Trustee with a notice in writing (with a copy to the Underwriters) of the total amount of the Deferred Discount, which shall in no event be less than $3,500,000; and

     (e) In connection with any vote of the Company’s stockholders on whether to approve an Initial Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the Company’s stockholders regarding such Initial Business Combination.

     3. LIQUIDATION AND DISTRIBUTION OF TRUST ACCOUNT PROPERTY. The Trustee shall commence liquidation of the Trust Account only upon receipt of, and only in accordance with the terms of, a letter in form substantially similar to that attached hereto as either Exhibit A or Exhibit B (a “Termination Letter”), signed on behalf of the Company by its Chief Executive Officer or President, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and any other documents referred to therein; provided, however, that the Trustee shall disburse such funds from the Trust Account (i) from time to time as may be necessary timely to pay any taxes incurred as a result of interest or other income earned on the Property held in the Trust Account, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit C (a “Tax Disbursement Letter”), signed on behalf of the Company by its Chief Executive Officer or President and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, and complete the disbursement of funds from the Trust Account and distribute such funds only as directed in the Tax Disbursement Letter and any other documents referred to therein, and (ii) from time to time, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit D (a “Disbursement Letter”), signed on behalf of the Company by its Chief Executive Officer or President and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, the Trustee shall disburse to the Company such amount as may be requested by the Company as directed in the Disbursement Letter and the other documents referred to therein, provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to this paragraph 3(ii) may not exceed the lesser of (y) the aggregate amount of interest and any other income actually received or paid on amounts in the Trust Account less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40% and (z) $2,000,000. In addition, if as of the date of a Termination Letter in form attached hereto as Exhibit B, should the Company have received the full amount of its disbursements pursuant to the preceding sentence, and should such funds be insufficient to cover the Company’s costs and expenses incurred in connection with the adoption and implementation of its plan of dissolution and its liquidation, to the extent that there is any interest accrued in the Trust Account not required to be used to pay income taxes on interest income earned on the Trust

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Account balance, the Company may request in the Termination Letter that the Trustee release to it an additional amount of up to $75,000 of such accrued interest to pay costs and expenses incurred in connection with its dissolution and liquidation.

     For purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the attorney retained and authorized by the Company to perform such functions.

     4. LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or liability to:

     (a) Take any action with respect to the Property, other than as directed in paragraph 1 and 3 hereof and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;

     (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

     (c) Change the investment of any Property, other than in compliance with paragraph 1(c);

     (d) Refund any depreciation in principal of any Property;

     (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

     (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

     (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; and

     (h) Subject to the requirements of paragraph 3 of this Agreement, pay any taxes on behalf of the Trust Account to any governmental entity or taxing authority.

     5. TERMINATION. This Agreement shall terminate as follows:

     (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has

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agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever that arises due to any actions or omissions to act by any party after such deposit;

     (b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to paragraph 2(b); or

     (c) On such date after [                     ___, 2008], when the Trustee deposits the Property with the United States District Court for the Southern District of New York in the event that, prior to such date, the Trustee has not received a Termination Letter from the Company pursuant to paragraph 1(i).

     6. MISCELLANEOUS.

     (a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized Individual at an Authorized Telephone Number listed on the attached EXHIBIT E. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than names. The Trustee shall not be liable for any loss, liability or expense resulting from any error in an account number or other identifying number, provided it has accurately transmitted the numbers provided.

     (b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws. It may be executed in several counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

     (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; PROVIDED, HOWEVER, that no such change, amendment or modification may be made without the prior written consent of the Underwriters. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.

     (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York for purposes of resolving any disputes hereunder.

     (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:

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if to the Trustee, to:

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
Attn: Herbert Lemmer
Fax No.: (718) 331-1852

if to the Company, to:

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809
Attn: Martin F. Egan, Chief Financial Officer and Secretary
Fax No.: (302) 385-5117

in either case with a copy to:

UBS Investment Bank
299 Park Avenue
New York, NY 10171
Attn: Syndicate Department
Fax No.: (212) 821-4610

and

Ledgewood, P.C.
1900 Market Street
Suite 750
Philadelphia, PA 19103
Attn: J. Baur Whittlesey, Esq.
Fax No.: (215) 735-2513

and

Clifford Chance US LLP
31 West 52^nd Street
New York, New York 10019
Attn: Andrew S. Epstein, Esq.
Fax No.: (212) 878-8375

     (f) This Agreement may not be assigned by the Trustee without the prior written consent of the Company and the Underwriters.

     (g) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder.

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     The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

     (h) The Trustee acknowledges and agrees that it is the specific intention of the parties hereto that the Underwriters are and shall be a third-party beneficiary of the provisions of this Agreement pertaining to the Deferred Discount (including Section 6(c)) and the Trustee’s obligations under this Agreement with respect thereto (but solely of those provisions and solely with respect to such obligations of the Trustee) with the same right and power to enforce those provisions as either of the parties hereto.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Trustee

By:

Name:

Title:

FINTECH ACQUISITION CORP.

By:

Name:

Title:

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EXHIBIT A

[LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
Attn: Herbert Lemmer

Re: Trust Account No. [ ] Termination Letter

Gentlemen:

     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between FinTech Acquisition Corp. (the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”), dated as of                      ___, 2008 (the “TRUST AGREEMENT”), this is to advise you that the Company has entered into an agreement (the “BUSINESS AGREEMENT”) with [                    ] (the “TARGET BUSINESS”) to consummate a business combination with Target Business (“BUSINESS COMBINATION”) on or about [INSERT DATE]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “CONSUMMATION DATE”).

     Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit] [a certificate] of verifying the vote of the Company’s stockholders duly approving the Initial Business Combination in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation. The [affidavit] [certificate] includes the identities of the Public Stockholders who voted against the Initial Business Combination and properly exercised their conversion rights in connection therewith.

     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date.

     On the Consummation Date: (i) counsel for the Company shall deliver to you written notification that the Initial Business Combination has been consummated, (ii) the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account other than the Deferred Discount (the “Instruction Letter”) and (iii) the Underwriters shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of written notice from counsel and the Instruction Letter, (a) to Public Stockholders who exercised their conversion rights in connection with the Initial Business Combination, in an amount equal to their pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date (including the Deferred Discount and any income actually received on the Trust Account balance and held in the Trust Account, but less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40%); (b) to the Underwriters in an amount equal to the Deferred Discount as so directed by them, and (c) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the

9

Company of the same, and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

     In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice.

Very truly yours,

FINTECH ACQUISITION CORP.

By:

Name:

Title:

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EXHIBIT B

[LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
Attn: Herbert Lemmer

Re: Trust Account No. [ ] Termination Letter

Gentlemen:

     Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between FinTech Acquisition Corp. (the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”), dated as of                     , 2008 (the “TRUST AGREEMENT”), this is to advise you that the Company’s existence expired in accordance with the terms of its Amended and Restated Certificate of Incorporation on [date] and the Company is proceeding to dissolve and liquidate. Capitalized terms used but not defined herein shall have the meanings given them in the Trust Agreement.

     In accordance with the terms of the Trust Agreement, we hereby authorize and request that you[: (i) to the extent that there is any interest accrued in the Trust Account not required to be used to pay income taxes on interest income earned on the Trust Account balance in accordance with the Tax Disbursement Letter included herewith, which provides a full accounting of Tax Payments (as defined therein) made by the Company through the date of this letter but not yet reimbursed by distributions from the Trust, release to us an amount of $                     (which amount shall not exceed $75,000) to pay costs and expenses incurred in connection with our dissolution and liquidation; and (ii)] commence liquidation of the Trust Account as part of the Company’s plan of dissolution and distribution. In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the stockholders of record entitled to receive their per share portion of the Trust Account. The record date shall be within ten (10) days of the liquidation date, or as soon thereafter as is practicable. You will notify the Company and [                    ] (the “DESIGNATED PAYING AGENT”) in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “TRANSFER DATE”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust Agreement shall be terminated.

Very truly yours,

FINTECH ACQUISITION CORP.

By:

Name:

Title:

11

EXHIBIT C

[LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
Attn: Herbert Lemmer

Re: Trust Account No. [ ] Tax Disbursement Letter

Gentlemen:

     Pursuant to the Investment Management Trust Agreement between FinTech Acquisition Corp. (the “COMPANY”) and American Stock Transfer & Trust Company (“TRUSTEE”) dated as of                     , 2008 (the “Trust Agreement”), this is to advise you that the Trust Account, as defined in the Trust Agreement, has incurred a total of $                                         in taxes (the “Tax Payments”) for the period from                      ___, 200___to                      ___, 200___ (the “Tax Period”) as a result of interest and other income earned on the Property, as defined in the Trust Agreement, during the Tax Period.

     In accordance with the terms of the Trust Agreement, we hereby authorize you to distribute from the Trust Account proceeds from the Property equal to the aggregate Tax Payments on such dates, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached hereto as Schedule 1.

Very truly yours,

Very truly yours,

FINTECH ACQUISITION CORP.

By:

Name:

Title:

Authorized Counsel Signatory:

By:

Name:

Title:

12

SCHEDULE 1

SCHEDULE OF TAX PAYMENTS

[PAYEE]

Payment Date:

Amount:

Address:

[PAYEE]

Payment Date:

Amount:

Address:

PAYEE]

Payment Date:

Amount:

Address:

13

EXHIBIT D

[LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
Attn: Herbert Lemmer

Re: Trust Account No. [ ] Disbursement Letter

Gentlemen:

     Pursuant to Section 3(ii) of the Investment Management Trust Agreement between FinTech Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company dated as of                     , 2008 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $                    , to                      via wire transfer on                     , 200_.

Very truly yours,

FINTECH ACQUISITION CORP.

By:

Name:

Title:

Authorized Counsel Signatory:

By:

Name:

Title:

14

EXHIBIT E

AUTHORIZED INDIVIDUAL(S)	AUTHORIZED TELEPHONE NUMBER(S)
FOR TELEPHONE CALL BACK

COMPANY:
FinTech Acquisition Corp.	(302) 385-5000
405 Silverside Road
Wilmington, DE 19809
Attn: Martin F. Egan, Chief Financial Officer and
Secretary
TRUSTEE:
American Stock Transfer & Trust Company	[                    ]
59 Maiden Lane
Plaza Level
New York, New York 10038
Attn: Herbert Lemmer

15

SCHEDULE A

Schedule of fees pursuant to Section 2(c) of Investment Management Trust Agreement between FinTech Acquisition Corp. and American Stock Transfer & Trust Company

 

	Time and method of
Fee Item	payment	Amount

16

EX-10.5

Exhibit 10.5

FINTECH ACQUISITION CORP.

, 2008

The Bancorp, Inc.
405 Silverside Road
Wilmington, DE 19809

Re:  Administrative Services

Ladies and Gentlemen:

     This letter will confirm our agreement that, commencing on the closing date (the “Effective Date”) of the initial public offering (the “IPO”) of the securities of FinTech Acquisition Corp. (the “Company”), and continuing until the consummation by the Company of a business combination or upon the Company’s liquidation (in each case as described in the registration statement on Form S-1, registration number 333—149977, filed with the Securities and Exchange Commission (the “Registration Statement”) with respect to the IPO (such date hereinafter referred to as the “Termination Date”), The Bancorp, Inc. (“Bancorp”) shall make available to the Company, at 405 Silverside Road, Wilmington, Delaware 19809 (or any successor location), office space, utilities, technology, secretarial support and other administrative services as may be reasonably required by the Company to carry on its business as described in the Registration Statement. In exchange therefor, the Company shall pay to Bancorp the sum of $7,500 per month (the “Fee”) for the first time on the Effective Date and continuing monthly thereafter until the Termination Date. Bancorp shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after the Termination Date.

     This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

     This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

     No party hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

     This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

Very truly yours, FINTECH ACQUISITION CORP.
By:
	Name:
	Title:

Agreed to and Accepted by:

THE BANCORP, INC.

By:
	Name:
	Title:

Signature Page to FinTech Acquisition Corp. Services Agreement

EX-10.7

Exhibit 10.7

FORM OF

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of the           day of                         2008, by and among FinTech Acquisition Corp., a Delaware corporation (the “COMPANY”), and the undersigned parties named as Investor on the signature page hereto (each, an “INVESTOR” and collectively, the “INVESTORS”).

     WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company; and

     WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock held by them.

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

     1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

     “AGREEMENT” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

     “COMMISSION” means the United States Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

     “COMMON STOCK” means the common stock, par value $0.0001 per share, of the Company.

     “COMPANY” is defined in the preamble to this Agreement.

     “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

     “FOUNDERS’ SHARES” means the 2,875,000 shares of Common Stock issued as part of the Founders’ Units.

     “FOUNDERS’ UNITS” means the aggregate 2,875,000 units of the Company initially issued to (i) the Sponsor pursuant to the Sponsor Securities Purchase Agreement, dated as of March 10, 2008, between the Company and the Sponsor, and (ii) various individuals pursuant to the Founders’ Securities Purchase Agreement, dated as of March 10, 2008, by and among the Company and the purchasers listed on Exhibit A thereto.

     “FOUNDERS’ WARRANTS” means the 2,875,000 warrants of the Company to purchase shares of Common Stock issued as part of the Founders’ Units to the Investors (including the underlying shares of Common Stock).

     “INDEMNIFIED PARTY” is defined in Section 4.3.

     “INDEMNIFYING PARTY” is defined in Section 4.3.

     “INVESTOR” is defined in the preamble to this Agreement.

     “INVESTOR INDEMNIFIED PARTY” is defined in Section 4.1.

     “NOTICES” is defined in Section 6.3.

     “PERMITTED TRANSFEREE” means (a) the Company’s officers or directors or any affiliates or family members of any of the Company’s officers or directors, (b) a member of an Investor’s immediate family or a trust, the beneficiary of which is a member of the Investor’s immediate family, an affiliate of the Investor or a charitable organization, who in each case receives such Founders’ Units, Founders’ Shares, Founders’ Warrants or Private Placement Warrants as a gift, (c) any person who receives such Founders’ Units, Founders’ Shares, Founders’ Warrants or Private Placement Warrants by virtue of the laws of descent and distribution upon death of the Investor; or (d) any person who receives such Founders’ Units, Founders’ Shares, Founders’ Warrants or Private Placement Warrants pursuant to a qualified domestic relations order; provided, however, that any such transferees must enter into a written agreement agreeing to become a party to this Agreement and other related agreements signed by the Investor transferring such securities.

     “PIGGY-BACK REGISTRATION” is defined in Section 3.1.

     “PRIVATE PLACEMENT WARRANTS” mean the 3,300,000 warrants of the Company that the Sponsor has agreed to purchase pursuant to the Sponsor Securities Purchase Agreement, between the Company and the Sponsor (including the underlying shares of Common Stock).

     “REGISTER,” “REGISTERED” and “REGISTRATION” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

     “REGISTRABLE FOUNDERS’ WARRANTS” mean the Founders’ Warrants underlying the Founders’ Units, including the shares of Common Stock underlying the Founders’ Warrants.

     “REGISTRABLE PRIVATE PLACEMENT WARRANTS” means the Private Placement Warrants, including the shares of Common Stock underlying the Private Placement Warrants.

     “REGISTRABLE SECURITIES” mean, collectively, the Registrable Units, Registrable Shares, Registrable Founders’ Warrants and Registrable Private Placement Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) counsel to the Company makes a determination that the Registrable Securities are salable under Rule 144.

     “REGISTRABLE SHARES” mean the Founders’ Shares underlying the Founders’ Units. Registrable Shares include any shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock.

     “REGISTRABLE UNITS” mean all of the Founders’ Units owned or held by Investors, each consisting of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock.

     “REGISTRATION STATEMENT” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Registrable Securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

     “RELEASE DATE” means (i) with respect to the Registrable Units, Registrable Shares and Registrable Founders’ Warrants, at any time commencing three months prior to the date that is one year after the Company consummates its initial business combination, and (ii) with respect to the Registrable Private Placement Warrants, at any time after the Company consummates an initial business combination.

     “SECURITIES ACT” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

     “SPONSOR” means TBBK Acquisitions I, LLC, a Delaware limited liability company.

     “UNDERWRITER” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

     “UNDERWRITTEN OFFERING” means a registration in which securities of the Company are sold to an Underwriter or Underwriters on a firm commitment basis for reoffering to the public.

     2. DEMAND REGISTRATION; PROCEDURES.

     2.1. FILINGS; INFORMATION.

     2.1.1. REQUEST FOR REGISTRATION; FILING REGISTRATION STATEMENT. At any time and from time to time on or after the applicable Release Date for a class of Registrable Securities, the holders of a majority-in-interest of the Registrable Securities of such class held by the Investors or the Permitted Transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of each such class of Registrable Securities held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder at the time the demand is received by the Company is at least $500,000 in the aggregate. Any such requested registrations shall be referred to as a “DEMAND REGISTRATION”. Any demand for a Demand Registration shall specify the number and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “DEMANDING HOLDER”) shall so notify the Company in writing, provided that such notice shall be received by the Company within ten (10) business days of the Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution.

     The Company shall, as expeditiously as possible after the Release Date, use its best efforts to prepare and file with the Commission a Registration Statement on any form for which the Company then

qualifies and which form shall be available for the sale of all Registrable Securities in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 2.1.3; PROVIDED, HOWEVER, that the Company shall have the right to defer the Registration for up to thirty (30) days, if the Company shall furnish to the holders a certificate signed by the Chairman, President and Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, PROVIDED, FURTHER, that the Company shall not be obligated to deliver securities and shall not have penalties for failure to deliver securities if a Registration Statement is not effective at the time of exercise by the holder.

     2.1.2. COPIES. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders.

     2.1.3. AMENDMENTS AND SUPPLEMENTS. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

     2.1.4. NOTIFICATION. After the filing of a Registration Statement, the Company shall notify the holders of Registrable Securities included in such Registration Statement of such filing as soon as reasonably practicable, and shall further notify such holders promptly and confirm such advice in writing as soon as reasonably practicable after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to seek to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.

     2.1.5. STATE SECURITIES LAWS COMPLIANCE. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

     2.1.6. AGREEMENTS FOR DISPOSITION. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.

     The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

     2.1.7. COOPERATION. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

     2.1.8. RECORDS. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

     2.1.9. OPINIONS AND COMFORT LETTERS. The Company shall furnish to each holder of Registrable Securities included in the Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus,

an opinion of counsel to the Company (based solely on the oral advice of the Commission) to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

     2.1.10. EARNINGS STATEMENT. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

     2.1.11. LISTING. The Company shall use its best efforts to cause all Registrable Securities included in the Registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner reasonably satisfactory to the holders of a majority of the Registrable Securities included in such registration.

     2.2. OBLIGATION TO SUSPEND DISTRIBUTION. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.1.4(iv), each holder of Registrable Securities included in the Registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 2.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

     2.3. REGISTRATION EXPENSES. The Company shall bear all costs and expenses incurred in connection with the Registration pursuant to this Agreement, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 2.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for the independent registered public accounting firm retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 2.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

     2.4. INFORMATION. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of the Registration Statement, including amendments and supplements thereto, in order to

effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

     3. PIGGY-BACK REGISTRATION.

     3.1. PIGGY-BACK RIGHTS. If at any time on or after one year from the date of the initial business combination with respect to the Registrable Units and Registrable Shares, or, with respect to the Registrable Founders’ Warrants and Private Placement Warrants, after such warrants become exercisable by their terms, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Company’s shareholders having the right to exchange their shares of Common Stock for cash, securities or other property in a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt by such holder of such notice (a “PIGGY-BACK REGISTRATION”). Subject to Section 3.2., the Company shall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

     3.2. REDUCTION OF OFFERING. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten Offering advises the Company and the holders of

Registrable Securities that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 3, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF SHARES”), then the Company shall include in any such registration:

     (a) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, pro rata, as to which registration has been requested pursuant to this Section 3, the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons, pro rata, in each case, that can be sold without exceeding the Maximum Number of Shares; and

     (b) If the registration is a “demand” registration undertaken at the demand of Persons other than the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell and the shares of Common Stock or other securities, if any, comprised of Registrable Securities, pro rata, as to which registration has been requested pursuant to this Section 3, in each case, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, pro rata, that can be sold without exceeding the Maximum Number of Shares.

     3.3. WITHDRAWAL. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. If all holders withdraw, or holders withdraw Registrable Securities in such amounts that the Registrable Securities of all classes that remain covered by the relevant Registration Statement have an estimated market value of less than $500,000, the Company shall cease all efforts to secure registration. The Company (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration to the extent that the Company has an obligation under Section 2.3 to pay such expenses.

     4. INDEMNIFICATION AND CONTRIBUTION.

     4.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, and agents, and each person, if any, who

controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “INVESTOR INDEMNIFIED PARTY”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in the Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by any Investor Indemnified Party expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

     4.2. INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each selling holder of Registrable Securities will, in the event that the Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or allegedly untrue) statement of a material fact contained in the Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

     4.3. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “INDEMNIFIED PARTY”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “INDEMNIFYING PARTY”) in writing of the loss, claim, judgment, damage, liability or action; PROVIDED, HOWEVER, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have

to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

     4.4. CONTRIBUTION.

     4.4.1. If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     4.4.2. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section

     4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim.

     Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     5. UNDERWRITING AND DISTRIBUTION.

     5.1. RULE 144. The Company covenants that it shall use its best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its best efforts to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

     6. MISCELLANEOUS.

     6.1. OTHER REGISTRATION RIGHTS. The Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in the Registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.

     6.2. ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement, and the rights, duties and obligations of the holders of Registrable Securities hereunder, may be freely assigned or delegated by a holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their successors and assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.

     6.3. NOTICES. All notices, demands, requests, consents, approvals or other communications (collectively, “NOTICES”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; PROVIDED, HOWEVER, that if such service or transmission is not on a business day or is after 6PM EST, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809
Attn: Martin F. Egan, Chief Financial Officer and Secretary

with a copy to:

Ledgewood, P.C.

1900 Market Street
Suite 750
Philadelphia, PA 19103
Attn: J. Baur Whittlesey, Esq.

     To an Investor, to the address of such Investor(s) as are then reflected on the records of the Company.

     6.4. SEVERABILITY. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

     6.5. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

     6.6. ENTIRE AGREEMENT. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

     6.7. MODIFICATIONS AND AMENDMENTS. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

     6.8. TITLES AND HEADINGS. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

     6.9. WAIVERS AND EXTENSIONS. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, PROVIDED, HOWEVER, that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

     6.10. REMEDIES CUMULATIVE. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

     6.11. GOVERNING LAW. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

     6.12. WAIVER OF TRIAL BY JURY. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

FINTECH ACQUISITION CORP.

By:

Name:

Title:

INVESTORS:

TBBK ACQUISITIONS I, LLC

By:

Name:

Title:

Betsy Z. Cohen	Frank M. Mastrangelo
Walter T. Beach	Michele A. Fitzpatrick
T. Stephen Johnson	Raymond Moyer
Daniel G. Cohen	Martin F. Egan
John Barbella	Arthur Birenbaum
Brian Berry	Peter Chiccino
Jim Hilty	Jill Kelly

Jeremy Kuiper	Don McGraw
Scott Megargee	Joyce Mehlman
Sandy Reel	Nancy Rosenau

EX-10.8

Exhibit 10.8

[Form of Business Opportunity Right of First Review Agreement]

[                    ], 2008

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809

Re:    Initial Public Offering of FinTech Acquisition Corp.

Ladies and Gentlemen:

     This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC, as the representative of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 5 hereof.

     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree with the Company as follows:

     1. The undersigned agree that from the Effective Date of the Registration Statement until the earlier of (i) the consummation of an Initial Business Combination or (ii) [                    ], 2010 [24 months from the completion of the IPO], the Company shall have the right of first review (the “Right of First Review”) with respect to business combination opportunities identified by The Bancorp, Inc. (“Bancorp”) or any of its affiliates relating to companies that are not publicly traded on a stock exchange or over-the-counter market with an enterprise value of over $60 million. For purposes of this agreement, “enterprise value” means market capitalization plus total debt plus preferred shares minus cash and cash equivalents. Bancorp shall first offer, or cause to be offered, any such business combination opportunity to the Company and Bancorp shall not, and shall cause each other business entity under its management not to, pursue such business opportunity unless and until a majority of the Company’s disinterested directors have determined for any reason that the Company shall not pursue such opportunity.

     2. (a) Neither the undersigned nor any affiliate of the undersigned will be entitled to receive, and no such person will accept, any finder’s fee, reimbursement or cash payment from the Company for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination, other than (subject to the following sentence) (i) repayment of that certain Promissory Note in the amount of $100,000 made to

the Company by TBBK Acquisitions I, LLC, to cover offering-related and organizational expenses; (ii) a payment of an aggregate of $7,500 per month to Bancorp, for office space, secretarial and administrative services; and (iii) reimbursement for any out-of-pocket expenses or advances related to: (i) the IPO, (ii) identifying, investigating and consummating an Initial Business Combination or (iii) other expenses or advances that the Company is permitted to incur. The undersigned acknowledges that the Company’s Audit Committee (or the Company’s Board of Directors in the case of a director who is a member of the Company’s Audit Committee) will review and approve all payments made to the undersigned, the Company’s officers and directors and the Company’s or their affiliates, other than the $7,500 per month payment described in the immediately preceding sentence.

     (b) Neither the undersigned nor any affiliate of the undersigned will accept a finder’s fee, consulting fee or any other compensation or fees from any person or other entity in connection with an Initial Business Combination, other than compensation or fees that may be received for any services provided following such Initial Business Combination.

     3. Each of the undersigned has the full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement.

     4. As used herein, (i) “Effective Date” shall mean the date of effectiveness of the Registration Statement with the United States Securities and Exchange Commission; (ii) “Initial Business Combination” shall mean the acquisition through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination with one or more operating businesses in connection with which the Company will require that a majority of the shares of Common Stock voted by the Public Stockholders are voted in favor of such acquisition and stockholders owning less than 30% of the IPO Shares exercise their conversion rights; (iii) “IPO Shares” shall mean the shares of Common Stock underlying the Units issued in the IPO; (iv) “Public Stockholders” shall mean purchasers of Common Stock in the IPO or in the secondary market, including any of the Company’s officers or directors or their affiliates, including the undersigned, to the extent that they purchase or acquire Common Stock in the IPO or the secondary market; and (v) “Registration Statement” shall mean the Company’s Registration Statement on Form S-1 (File No. 333-149977, originally filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on March 31, 2008).

     5. Each of the undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

     6. This letter agreement shall be binding on the undersigned and their successors and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of an Initial Business Combination and (ii) 24 months from the completion of the IPO; provided that such termination shall not relieve the undersigned from liability for any breach of this letter agreement prior to its termination.

     7. This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

     8. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.

[Signature Page Follows]

     IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.

THE BANCORP, INC.
By:
	Name:
	Title:

Betsy Z. Cohen

Frank M. Mastrangelo

Martin F. Egan

Walter T. Beach

Michele A. Fitzpatrick

T. Stephen Johnson

Raymond Moyer

Arthur Birenbaum

Donald F. McGraw, Jr.

Scott R. Megargee

[Signature Page to Right of First Review Agreement]

ACCEPTED AND AGREED:

FINTECH ACQUISITION CORP.

By:
	Name:
	Title:

[Signature Page to Right of First Review Agreement]

EX-10.9

Exhibit 10.9

[Form of Letter Agreement for all holders of founders’ units other than the sponsor]

, 2008

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809

UBS Securities LLC
299 Park Avenue
New York, NY 10171-0026

Re: Initial Public Offering of FinTech Acquisition Corp.

Ladies and Gentlemen:

     This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC as the representatives of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 9 hereof.

     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned officer and/or director and/or stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

     1. In the event that the Company fails to consummate an Initial Business Combination within 24 months from the effective date (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-149977) relating to the IPO (the “Registration Statement”), the undersigned will take all reasonable actions within his or her power to (a) cause the Trust Account to be liquidated and distributed to the holders of the IPO Shares as soon as reasonably practicable and (b) cause the Company to liquidate as soon as reasonably practicable (the earliest date on which the conditions in clauses (a) and (b) are both satisfied being the “Liquidation Date”). The undersigned agrees that in connection with any cessation of corporate existence of the Company on [___, 2010], he or she will use his or her best efforts cause the Company to adopt a plan of dissolution and distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned agrees that in connection with any cessation of corporate existence of the Company on [    ], 2010, it will not interfere with or obstruct in any way, the Company’s adoption of a plan of dissolution and distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto.

     2. (a) Neither the undersigned nor any affiliate of the undersigned will be entitled to receive, and no such person will accept, any finder’s fee, reimbursement or cash payment from the Company for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination, other than (subject to the following sentence) reimbursement for any out-of-pocket expenses or advances related to: (A) the IPO, (B) identifying, investigating and consummating an Initial Business Combination or (C) other expenses or advances that the Company is permitted incur. The undersigned acknowledges that the Company’s Audit Committee (or the Company’s Board of Directors in the case of a director who is a member of the Company’s Audit Committee) will review and approve all payments made to the undersigned, the Company’s other officers and directors and the Company’s or their affiliates.

     (b) Neither the undersigned, nor any family member of the undersigned, nor any affiliate of the undersigned, will accept a finder’s fee, consulting fee or any other compensation or fees from any person or other entity in connection with an Initial Business Combination, other than compensation or fees that may be received for any services provided following such Initial Business Combination.

     The undersigned acknowledges and agrees that the Company will not consummate any Initial Business Combination which involves any entity in which its officers, directors or affiliates has a financial interest unless (i) the Company obtains an opinion from an unaffiliated, independent investment banking firm that is a member of the Financial Institutions Regulatory Authority (“FINRA”), that such business combination is fair to the Company’s stockholders from a financial point of view and (ii) the business combination is approved by a majority of the Company’s independent and disinterested directors.

     3. The undersigned’s biographical information furnished to the Company and attached hereto as EXHIBIT A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s Financial Institution Regulatory Authority (“FINRA”) questionnaire furnished to the Company and the Underwriters and attached hereto as EXHIBIT B is true and accurate in all respects. The undersigned represents and warrants that:

     (a) the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from, any act or practice relating to the offering of securities in any jurisdiction;

     (b) the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

     (c) the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

     4. To the extent the undersigned is a director of the Company, the undersigned agrees that, prior to the consummation of the Initial Business Combination, he or she will not propose any amendment to [Article Sixth] of the Company’s Amended and Restated Certificate of Incorporation or support, endorse or recommend any proposal that stockholders amend any of these provisions.

2

     5. To the extent the undersigned is an officer or director of the Company, the undersigned has full right and power, without violating any agreement by which he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this letter agreement and serve as (i) a director of the Company, (ii) an officer of the Company, or (iii) both, and hereby consents to being named in the Registration Statement as an officer, director or both of the Company.

     6. If the Company seeks approval of its stockholders of an Initial Business Combination, the undersigned will:

     (a) vote any Founders’ Shares owned directly or indirectly in accordance with the majority of the shares of Common Stock voted by the Company’s Public Stockholders in connection with the vote on any Initial Business Combination; and

     (b) vote all shares of Common Stock that he or she may acquire in or following the IPO in favor of the Initial Business Combination.

     7. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the Trust Account, or to any other amounts distributed in connection with a liquidating distribution of the Company, with respect to his or her Founders’ Shares (a “Claim”), and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever; PROVIDED, that the foregoing shall not apply to any IPO Shares acquired by the undersigned. The undersigned hereby agrees that the Company shall be entitled to reimbursement from the undersigned for any distribution of the Trust Account or any other amounts distributed by the Company in connection with a liquidating distribution received by the undersigned with respect to its Founders’ Shares.

     8. The undersigned hereby acknowledges and agrees that in addition to the transfer restrictions set forth in (1) the Founders’ Securities Purchase Agreement, dated as of March 10, 2008 (the “Founders’ Securities Purchase Agreement”), by and among the Company and the purchasers named therein, and (2) the Warrant Agreement, dated as of , 2008, (the “Warrant Agreement”) by and between the Company and American Stock Transfer & Trust Company, he or she will not (A) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the participation in the filing of a registration statement with the Securities and Exchange Commission in respect of, (B) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any securities convertible into or exercisable or exchangeable for, or other rights to purchase, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, any Securities (as defined in the Founders’ Securities Purchase Agreement), or publicly announce an intention to effect any such transaction, for a period of one year from the date the Company completes its initial business

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combination; provided, however, that notwithstanding anything to the contrary in this paragraph 8, the undersigned may, at any time, (i) transfer such Securities to Permitted Transferees (as defined in the Warrant Agreement) as contemplated by the Founders’ Securities Purchase Agreement and Warrant Agreement, as the case may be, and (ii) exercise Founders’ Warrants (as defined in Founders’ Securities Purchase Agreement), each as contemplated by the Warrant Agreement.

     9. As used herein, (i) “Initial Business Combination” shall mean the acquisition through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one or more businesses or assets in connection with which the Company will require that a majority of the shares of Common Stock voted by the Public Stockholders are voted in favor of such acquisition and stockholders owning up to one share less than 30% of the IPO Shares exercise their conversion rights; (ii) “Founders’ Shares” shall mean an aggregate of 2,875,000 shares of Common Stock owned by TBBK Acquisitions I, LLC and officers, directors and employees of the Company and/or The Bancorp, Inc.; (iii) “IPO Shares” shall mean the shares of Common Stock underlying the Units issued in the Company’s IPO; (iv) “Public Stockholders” shall mean purchasers of Common Stock in the IPO or in the secondary market, including any of the Company’s officers or directors or their affiliates, including the undersigned, to the extent that they purchase or acquire Common Stock in the IPO or the secondary market; and (v) “Trust Account” shall mean the trust account established under the Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and American Stock Transfer & Trust Company.

     The undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

     This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of an Initial Business Combination and (ii) the Liquidation Date; PROVIDED that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.

     This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

     No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.

[SIGNATURE PAGE FOLLOWS]

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Name:
Title:
Accepted and agreed:
FINTECH ACQUISITION CORP.
By:
	Name:
	Title:

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Exhibit A

Exhibit B

EX-10.10

Exhibit 10.10

[Form of Letter Agreement for TBBK Acquisitions I, LLC and The Bancorp, Inc.]

, 2008

FinTech Acquisition Corp.
405 Silverside Road
Wilmington, DE 19809

UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026

Re: Initial Public Offering of FinTech Acquisition Corp.

Ladies and Gentlemen:

     This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FinTech Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC as the representative (the “Representative”) of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 10 hereof.

     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree with the Company as follows:

     1. In the event that the Company fails to consummate an Initial Business Combination within 24 months from the effective date (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-149977) relating to the IPO (the “Registration Statement”), the undersigned will take all reasonable actions within its power to (a) cause the Trust Account to be liquidated and distributed to the holders of the IPO Shares as soon as reasonably practicable and (b) cause the Company to liquidate as soon as reasonably practicable (the earliest date on which the conditions in clauses (a) and (b) are both satisfied being the “Liquidation Date”). The undersigned agrees that in connection with any cessation of corporate existence of the Company on [___, 2010], it will cause the Company to adopt a plan of dissolution and distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto. The undersigned agrees that in connection with any cessation of corporate existence of the Company on [      ], 2010, it will not interfere with or obstruct in any way, the Company’s adoption of a plan of dissolution and distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any successor provision thereto.

     2. (a) Neither the undersigned nor any affiliate of the undersigned will be entitled to receive, and no such person will accept, any finder’s fee, reimbursement or cash payment from the Company for services rendered to the Company prior to or in connection with the consummation of an Initial Business Combination, other than (subject to the following sentence) (i) repayment of that certain Promissory Note in the amount of $100,000 made to the Company by TBBK Acquisitions I, LLC, to cover offering-related

and organizational expenses; (ii) a payment of an aggregate of $7,500 per month to The Bancorp, Inc. for office space, secretarial and administrative services; and (iii) reimbursement for any out-of-pocket expenses or advances related to: (A) the IPO, (B) identifying, investigating and consummating an Initial Business Combination or (C) other expenses or advances that the Company is permitted incur. The undersigned acknowledge that the Company’s Audit Committee (or the Company’s Board of Directors in the case of a director who is a member of the Company’s Audit Committee) will review and approve all payments made to the undersigned, the Company’s officers and directors and the Company’s or their affiliates, other than the $7,500 per month payment described in the immediately preceding sentence.

     (b) Neither the undersigned, nor any affiliate of the undersigned, will accept a finder’s fee, consulting fee or any other compensation or fees from any person or other entity in connection with an Initial Business Combination, other than compensation or fees that may be received for any services provided following such Initial Business Combination.

     (c) The undersigned acknowledge and agree that the Company is not permitted to enter into an Initial Business Combination with any target in which the undersigned, any of its respective affiliates, officers or directors, or officers or directors of the Company, have a financial interest, unless (i) the Company obtains an opinion from an unaffiliated, independent investment banking firm that is a member of the Financial Institutions Regulatory Authority (“FINRA”), that such business combination is fair to the Company’s stockholders from a financial point of view and (ii) the business combination is approved by a majority of the Company’s independent and disinterested directors.

     3. If the Company seeks approval of its stockholders of an Initial Business Combination, the undersigned will:

     (a) vote all of its Founders’ Shares owned directly or indirectly by it either for or against an Initial Business Combination in the same manner as a majority of the Company’s Public Stockholders who vote at the meeting called for the purpose of approving the Initial Business Combination; and

     (b) vote all shares of Common Stock that it may acquire in or following the IPO in favor of the Initial Business Combination.

     4. Notwithstanding the $7,500 per month payment for office space and secretarial and administrative services, the undersigned hereby waive any and all right, title, interest or claim of any kind in or to any distributions of the Trust Account, or to any other amounts distributed in connection with a liquidating distribution of the Company, with respect to its Founders’ Shares (any “Claim”), and hereby waive any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever; provided that the foregoing shall not apply to any IPO Shares acquired by the undersigned. The undersigned hereby agree that the Company shall be entitled to reimbursement from the undersigned for any distribution of the Trust Account or any other amounts distributed by the Company in connection with a liquidating distribution received by the undersigned with respect to its Founders’ Shares.

     5. In the case of the Company’s dissolution and liquidation, the undersigned understand that the Company expects that all costs and expenses associated with implementing the Company’s plan of distribution, as well as payments to any creditors, will be funded from amounts remaining out of the $50,000 of proceeds from the IPO held outside the Trust Account and from the $2.0 million in interest income on the balance of the Trust Account that will be released to the Company to fund its working capital requirements. The undersigned further understand that if those funds are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of distribution, to the extent that there is any interest accrued in the Trust Account not required to pay income taxes on interest income

earned on the Trust Account balance, the Company may request that the Trustee release to it an additional amount of up to $75,000 of such accrued interest to pay those costs and expenses. Should there be no such accrued interest available or should the aforementioned funds still not be sufficient, the undersigned hereby agree to reimburse the Company for its out-of-pocket costs associated with its dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to the dissolution and liquidation. The undersigned hereby represent and warrant to the Company that it is an accredited investor as such term is defined in Regulation D under the Securities Act of 1933, as amended.

     6. The undersigned agree to indemnify and hold harmless the Company against any and all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) (collectively, “Damages”) to which the Company may become subject, but only if, and to the extent (i) the claims reduce the amounts in the Trust Account available for payment to holders of the IPO Shares in the event of a liquidation of the Trust Account and (ii) the claims are made by (A) a vendor for services rendered, or products sold, to the Company, (B) by a third party with which the Company enters into a contractual relationship following consummation of the IPO, or (C) by a prospective target business arising out of any negotiations, contracts or agreements with the Company, provided that such indemnity shall not apply to any amounts claimed owed to a third party who executed a valid and legally enforceable waiver of any right, title, interest or claim of any kind in or to the Trust Account, or as to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

     7. The undersigned’s FINRA questionnaire furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate in all respects. Each of the undersigned represents and warrants that:

     (a) the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

     (b) the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

     (c) the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

     8. The undersigned has full right and power, without violating any agreement by which it is bound, to enter into this letter agreement, and hereby consents to being named in the Registration Statement as a shareholder of the Company.

     9. The undersigned hereby acknowledge and agree that in addition to the transfer restrictions set forth in (1) the Sponsor Securities Purchase Agreement, dated as of March 10, 2008, (the “Sponsor Purchase Agreement”) by and between the Company and TBBK Acquisitions I, LLC, and (2) the Warrant Agreement, dated as of                     , 2008, (the “Warrant Agreement”) by and between the Company and American Stock Transfer & Trust Company, it will not (A) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual

disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the participation in the filing of a registration statement with the Securities and Exchange Commission in respect of, (B) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any securities convertible into or exercisable or exchangeable for, or other rights to purchase, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, any Securities (as defined in the Sponsor Purchase Agreement), or publicly announce an intention to effect any such transaction, for a period of one year from the date the Company completes its Initial Business Combination; provided, however, that notwithstanding anything to the contrary in this paragraph 9, the undersigned may, at any time, (i) transfer such Securities to Permitted Transferees (as defined in the Warrant Agreement but subject to the terms of the Sponsor Purchase Agreement), (ii) transfer Private Placement Warrants (as defined in the Sponsor Purchase Agreement) and Shares underlying such Private Placement Warrants after the Company completes its Initial Business Combination, (iii) exercise Sponsor Warrants and Private Placement Warrants (as defined in the Sponsor Purchase Agreement) as contemplated by the Warrant Agreement and (iv) issue additional membership interests in TBBK Acquisitions I, LLC.

     10. As used herein, (i) “Initial Business Combination” shall mean the acquisition through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one or more businesses or assets in connection with which the Company will require that a majority of the shares of Common Stock voted by the Public Stockholders are voted in favor of such acquisition and stockholders owning up to one share less than 30% of the IPO Shares exercise their conversion rights; (ii) “Founders’ Shares” shall mean an aggregate of 2,875,000 shares of Common Stock (and any shares received as dividends thereon) acquired prior to the IPO owned by (a) TBBK Acquisitions I, LLC, which is wholly-owned by The Bancorp, Inc., (b) officers and directors of the Company, and (c) certain employees of The Bancorp, Inc.; (iii) “IPO Shares” shall mean the shares of Common Stock underlying the Units issued in the Company’s IPO (iv) “Public Stockholders” shall mean purchasers of Common Stock in the IPO or in the secondary market, including any of the Company’s officers or directors or their affiliates, including the undersigned, to the extent that they purchase or acquire Common Stock in the IPO or the secondary market; and (v) “Trust Account” shall mean the trust account established under the Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and American Stock Transfer & Trust Company, as Trustee.

     The undersigned acknowledge and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

     This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of an Initial Business Combination and (ii) the Liquidation Date; provided that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination and provided further that paragraph 6 of this agreement shall survive a termination.

     This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the

State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

     No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.

[SIGNATURE PAGE FOLLOWS]

TBBK ACQUISITIONS I, LLC
By: The Bancorp, Inc., its sole member
	Name:
	Title:
THE BANCORP, INC.
Name:
Title:
Accepted and agreed:
FINTECH ACQUISITION CORP.
By:
	Name:
	Title:

Exhibit A

EX-14

Exhibit 14

FINTECH ACQUISITION CORP.
CODE OF BUSINESS CONDUCT AND ETHICS
As of May ___, 2008

Introduction

     This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees (collectively, the “Covered Persons”) of FinTech Acquisition Corp. (“FinTech Acquisition”). All Covered Persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by FinTech Acquisition’s agents and representatives, including consultants.

     If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

     The Code has been adopted by the board of directors of FinTech Acquisition (the “Board”) and may be amended only by resolution of the Board.

     Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

     1. Compliance with Laws, Rules and Regulations

     Obeying the law, both in letter and in spirit, is the foundation on which FinTech Acquisition’s ethical standards are built. All Covered Persons must respect and obey the laws, rules and regulations of the cities and states in which we operate. Although not all Covered Persons are expected to know the details of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. Employees are responsible for talking to their supervisors to determine which laws, regulations and company policies apply to their position and what training is necessary to understand and comply with them.

     All Covered Persons must cooperate fully with the people responsible for preparing reports filed with the Securities and Exchange Commission and all other materials that are made available to the investing public to make sure the people responsible for preparing such reports and materials are aware in a timely manner of all information that might have to be disclosed in those reports or other materials or that might affect the way in which information is disclosed in them.

     2. Conflicts of Interest

     A “conflict of interest” exists when a person’s private or business interest interferes or conflicts in any way (or even appears to interfere or conflict) with the interests of FinTech Acquisition. A conflict situation can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her work for FinTech Acquisition objectively and effectively. Conflicts of interest may also arise when a Covered Person, or members of his or her family, receives improper personal benefits as a result of his or her position with FinTech Acquisition. Loans to, or guarantees of obligations of, Covered Persons and their family members may create conflicts of interest. A conflict of interest may arise when a Covered Person is affiliated with a prospective target business.

     It is almost always a conflict of interest if a Covered Person works simultaneously for a competitor or borrower. You are not allowed to work for a competitor as a consultant or director. The best policy is to avoid any direct or indirect business connection with our competitors or borrowers, except on our behalf. The Board has determined that it is not a conflict of interest for a Covered Person to work for or otherwise have a business connection with The Bancorp, Inc. and any of its affiliates.

     Conflicts of interest are prohibited as a matter of FinTech Acquisition policy, except under guidelines approved by the Board. If a conflict of interest shall arise, our directors, officers and employees shall act in a manner expected to advance and protect FinTech Acquisition’s interests, subject to any pre-existing fiduciary duties or contractual obligations. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or FinTech Acquisition’s legal counsel. Any Covered Person who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel and/or consult the procedures described in Section 14 of this Code.

     3. Insider Trading

     All Covered Persons must comply with FinTech Acquisition’s Insider Trading Policy and any relevant pre-clearance and blackout policies. A copy is available from FinTech Acquisition’s counsel. Covered Persons who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about FinTech Acquisition should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. For example, using non-public information to buy or sell FinTech Acquisition stock, options in FinTech Acquisition or the stock of any supplier, customer or competitor of FinTech Acquisition is prohibited. These rules also apply to the use of material, nonpublic information about other companies (including, for example, our customers, competitors and potential business partners). In addition to employees, these rules apply to any employee’s spouse, children, parents, siblings or any other family members, in each

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case, living in the employee’s home. If you have any questions, please consult FinTech Acquisition’s counsel.

     4. Corporate Opportunities

     Covered Persons are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board. No Covered Person may use corporate property, information, or position for improper personal gain, and no Covered Person may compete with FinTech Acquisition directly or indirectly. However, these prohibitions will not extend to potential corporate opportunities reviewed by, and rejected as unsuitable for FinTech Acquisition by, the independent members of the Board. Covered Persons owe a duty to FinTech Acquisition to advance its legitimate interests when the opportunity to do so arises.

     5. Competition and Fair Dealing

     We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each Covered Person should endeavor to respect the rights of and deal fairly with FinTech Acquisition’s business investors, suppliers, competitors and their employees. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

     The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Covered Person, family member of any Covered Person or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

     6. Related Party Transactions

     You must report to FinTech Acquisition’s independent directors (who do not have an interest in the Transaction, as such term is defined herein) any proposed agreement or proposed activity that could give rise to conflicts of interest involving an aggregate payment or consideration in excess of $10,000 or otherwise may reasonably be deemed to be to the material detriment of FinTech Acquisition, that you, any member of your family, any of your affiliates, or any entity from which you, a member of your family or any of your affiliates receives any payment, propose(s) to enter into with FinTech Acquisition, whether directly or indirectly (each such agreement, a “Transaction”). Your report must include all relevant terms of the Transaction.

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You must obtain the approval of the independent directors in advance of entering into the Transaction.

     7. Discrimination and Harassment

     The diversity of FinTech Acquisition’s Covered Persons is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

     8. Health and Safety

     FinTech Acquisition strives to provide each Covered Person with a safe and healthful work environment. Each Covered Person has responsibility for maintaining a safe and healthy workplace for all Covered Persons by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

     Violence and threatening behavior are not permitted. Covered Persons should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

     9. Record-Keeping

     FinTech Acquisition requires honest and accurate recording and reporting of information in order to make responsible business decisions. Many Covered Persons regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or FinTech Acquisition’s chief financial officer.

     All of FinTech Acquisition’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect FinTech Acquisition’s transactions and must conform both to applicable legal requirements and to FinTech Acquisition’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

     Records should always be retained or destroyed according to FinTech Acquisition’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the board of directors or FinTech Acquisition’s counsel.

     Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

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     10. Public Reporting

     Full, fair, accurate, timely and understandable disclosure in the reports and other documents that FinTech Acquisition files with, or submits to, the SEC and in its other public communications is critical for FinTech Acquisition to maintain its good reputation, to comply with its obligations under the securities laws and to meet the expectations of its stockholders and other members of the investment community. Persons responsible for the preparation of such documents and reports and other public communications are to exercise the highest standard of care in their preparation in accordance with the following guidelines:

• All accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;

• All accounting records must fairly and accurately reflect in reasonable detail FinTech Acquisition’s assets, liabilities, revenues and expenses;

• No accounting records should contain any false or intentionally misleading entries;

• No transactions should be intentionally misclassified as to accounts, departments or accounting periods;

• All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;

• No information should be concealed from the internal auditors or the independent auditors; and

• Compliance with FinTech Acquisition’s system of internal controls is required.

Employees, officers and directors are expected to cooperate fully with any internal auditor appointed by FinTech Acquisition and independent auditors and any other external auditors and management to ensure that FinTech Acquisition fulfills its responsibilities. It is a violation of FinTech Acquisition policy to unduly or fraudulently influence, coerce, manipulate or mislead any internal auditor appointed by FinTech Acquisition or independent auditors or any other external auditors regarding our financial statements, accounting practices or internal controls. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any of our directors.

     11. Confidentiality

     Covered Persons must maintain the confidentiality of confidential information entrusted to them by FinTech Acquisition, except when disclosure is authorized by FinTech Acquisition’s

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counsel or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to FinTech Acquisition or its customers, if disclosed. It also includes information that other parties with whom we have investing or lending arrangements have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

     No employee should directly talk to or respond to questions from market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers), security holders or the media. If an employee is contacted by any of these persons, he or she should immediately report the contact to your supervisor or FinTech Acquisition’s counsel or his designee.

     12. Protection and Proper Use of FinTech Acquisition Assets

     All Covered Persons should endeavor to protect FinTech Acquisition’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on FinTech Acquisition’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. FinTech Acquisition equipment should not be used for non- FinTech Acquisition business, though incidental personal use may be permitted.

     The obligation of Covered Persons to protect FinTech Acquisition’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate FinTech Acquisition policy. It could also be illegal and result in civil or even criminal penalties.

     13. Payments to Government Personnel

     The U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate FinTech Acquisition policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. FinTech Acquisition’s counsel can provide guidance to you in this area. In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments, including employees of state-owned enterprises, or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

     14. Waivers of the Code

     Any waiver of this Code may be made only by the Board or a Board committee and will be promptly disclosed to FinTech Acquisition’s stockholders in FinTech Acquisition’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC as required by law

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or stock exchange regulation. A waiver means the approval by the Board of a material departure from a provision of the Code or FinTech Acquisition’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of FinTech Acquisition.

     All the persons should note that is not FinTech Acquisition’s intention to grant or to permit waivers from the requirements of this Code. FinTech Acquisition expects full compliance with this Code.

     15. Reporting any Illegal or Unethical Behavior

     Covered Persons have an obligation to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of FinTech Acquisition not to allow retaliation for reports of misconduct by others made in good faith by Covered Persons. Covered Persons are expected to cooperate in internal investigations of misconduct. Procedures for the confidential, anonymous submission to FinTech Acquisition’s Audit Committee by Covered Persons of FinTech Acquisition of concerns regarding questionable accounting or auditing matters are set forth in information delivered to FinTech Acquisition Covered Persons.

     16. Accounting Complaints

     FinTech Acquisition’s policy is to comply with all applicable financial reporting and accounting regulations. If any Covered Person has unresolved concerns or complaints regarding questionable accounting or auditing matters, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to our Audit Committee and/or board of directors. Subject to their legal duties, the Audit Committee and/or the board of directors will treat such submissions confidentially. Such submissions may be directed to the attention of our Audit Committee and/or board of directors.

     17. Compliance Procedures

     We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

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• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

• Seek help from FinTech Acquisition resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager or your Human Resources manager. If that also is not appropriate, call or write to FinTech Acquisition’s counsel.

• You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. FinTech Acquisition does not permit retaliation of any kind against Covered Persons for good faith reports of ethical violations.

• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 28, 2008 with respect to the financial statements of FinTech Acquisition Corp. contained in Amendment No. 1 to the Registration and Prospectus on Form S-1. We consent to use of the aforementioned report in Amendment No. 1 to the Registration and Prospectus on Form S-1, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Philadelphia, PA
May 29, 2008

EX-99.1

Exhibit 99.1

FINTECH ACQUISITION CORP.
AUDIT COMMITTEE CHARTER
As of May __, 2008

Purpose

     The Audit Committee is appointed by the Board of Directors (the “Board”) of FinTech Acquisition Corp. (“FinTech Acquisition”) to assist Board oversight of (i) the integrity of the financial statements of FinTech Acquisition, (ii) the compliance by FinTech Acquisition with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of FinTech Acquisition’s internal audit function and independent registered public accounting firms.

     The Audit Committee shall prepare the audit committee report required by the rules of the Securities and Exchange Commission to be included in FinTech Acquisition’s annual proxy statement.

Committee Membership

     The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence and experience requirements of Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the independence and financial literacy requirements of the American Stock Exchange or any other securities exchange or interdealer automated quotation system on which FinTech Acquisition’s securities are traded (the “Relevant Trading Market”) applicable to a member of the Audit Committee. Each member of the Audit Committee shall be able to read and understand financial statements at the time of his or her appointment. At least one member of the Audit Committee must be financially sophisticated, as determined by the Board under the Relevant Trading Market standards and the Audit Committee must include at least one member who qualifies as an “audit committee financial expert” as defined by Item 407 of Regulation S-K of the Exchange Act. No member of the Audit Committee may simultaneously serve on the audit committee of more than three public companies (including FinTech Acquisition’s Audit Committee) and no Audit Committee member may have participated in the preparation of the financial statements of FinTech Acquisition or any of its current subsidiaries at any time during the past three years. The term “public company” shall mean an “issuer” as that term is defined in the Sarbanes-Oxley Act of 2002, and any issuer similarly regulated under the securities laws of any foreign jurisdiction.

Committee Duties and Responsibilities

     The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by FinTech Acquisition (including resolution of disagreements between management and the auditor

regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for FinTech Acquisition, and each such registered pubic accounting firm shall report directly to the Audit Committee. The Audit Committee shall have the sole authority to appoint or replace the independent registered public accounting firm (subject, if applicable, to shareholder ratification), and shall approve all audit engagement fees and terms and all significant non-audit engagements with such firm. The Audit Committee shall have the sole authority to preapprove any auditing service or non-audit service (as defined in the Rule 2-01(c)(4) of Regulation S-X) performed by the independent registered public accounting firm as required by Rule 2-01(c)(7) of Regulation S-X. The Audit Committee may delegate to one or more members of the Audit Committee the authority to grant preapprovals required under such Section. Each decision of any member to whom authority is so delegated to preapprove an activity under such Section shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may form and delegate authority to subcommittees when appropriate. The Audit Committee shall consult with management but shall not delegate these responsibilities to management.

     The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by FinTech Acquisition regarding accounting, internal accounting controls, or auditing matters, (ii) the confidential, anonymous submission by employees of FinTech Acquisition of concerns regarding questionable accounting or auditing matters and (iii) interested parties to communicate directly with the presiding director of meetings of the non-management directors or with the non-management directors as a group.

     The Audit Committee shall review and approve all payments made to FinTech Acquisition’s existing holders, officers and directors and their respective affiliates, other than a payment of an aggregate amount of $7,500 per month to The Bancorp, Inc. for office space and administrative services. All payments made to members of the Audit Committee shall be reviewed by the Board, with the interested director or directors abstaining from such review and approval.

     The Audit Committee shall have the authority to retain independent counsel and other advisors, as it determines necessary to carry out its duties. FinTech Acquisition shall provide for appropriate funding, as determined by the Audit Committee, for payment of (i) compensation to any public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for FinTech Acquisition, (ii) compensation to any advisors employed by the Audit Committee and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

     The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee may request any officer or employee of FinTech Acquisition or FinTech Acquisition’s outside counsel or independent registered public accounting firm to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Audit Committee shall meet with management, the persons performing the internal audit function and the independent registered public accounting firm in separate executive sessions periodically. The Audit Committee may also, to the extent it deems necessary or appropriate,

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meet with FinTech Acquisition’s investment bankers or financial analysts who follow FinTech Acquisition.

     The Audit Committee shall also meet with management, any internal auditor and FinTech Acquisition’s independent registered public accounting firm in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately. Such meetings shall be held at such times as the Audit Committee deems necessary to fulfill its responsibilities or as circumstances require.

     The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee’s own performance.

     The Audit Committee may designate one or more subcommittees, each subcommittee to consist of one or more of the members of the Audit Committee. Unless the Audit Committee provides otherwise, each subcommittee designated by the Audit Committee may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each subcommittee shall conduct its business in the same manner as the Audit Committee conducts its business pursuant to this Charter.

     In fulfilling its duties and responsibilities hereunder, the Audit Committee will be entitled to reasonably rely on (a) the integrity of those persons within FinTech Acquisition and of the professionals and experts (such as FinTech Acquisition’s independent registered public accounting firm) from which it receives information, (b) the accuracy of the financial and other information provided to the Audit Committee by such persons, professionals or experts and (c) representations made by FinTech Acquisition’s independent registered public accounting firm as to any services provided by such firm to FinTech Acquisition.

     The Audit Committee, to the extent it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters

1.	Review and discuss with management and the independent registered public accounting firm the annual audited financial statements, including disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in FinTech Acquisition’s Form 10-K.
2.	Review and discuss with management and the independent registered public accounting firm FinTech Acquisition’s quarterly financial statements prior to the filing of its Form 10-Q, including disclosures made in management’s discussion and analysis and including the results of the independent registered public accounting firm’s reviews of the quarterly financial statements.
3.	Review and discuss with management and/or the independent registered public accounting firm (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in FinTech Acquisition’s selection or

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	application of accounting principles, and major issues as to the adequacy of FinTech Acquisition’s internal controls and any special audit steps adopted in light of material control deficiencies, and (ii) analyses prepared by management and/or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on FinTech Acquisition’s financial statements.
4.	Discuss with management FinTech Acquisition’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made). The Audit Committee need not discuss in advance each earnings release or each instance in which FinTech Acquisition may provide earnings guidance.
5.	Discuss with management and the independent registered public accounting firm the effect of regulatory and accounting initiatives as well as off-balance sheet structures on FinTech Acquisition’s financial statements.
6.	Discuss with management FinTech Acquisition’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including FinTech Acquisition’s risk assessment and risk management policies. The Audit Committee must discuss guidelines and policies to govern the process by which risk assessment and management is undertaken.
7.	Discuss with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. Review with the independent registered public accounting firm any audit problems or difficulties and management’s response. In particular, discuss:

(a)	The adoption of, or changes to, FinTech Acquisition’s significant auditing and accounting principles and practices as suggested by the independent registered public accounting firm, internal auditors or management.
(b)	The management letter provided by the independent registered public accounting firm and FinTech Acquisition’s response to that letter.
(c)	Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

8. Ensure that FinTech Acquisition’s independent registered public accounting firm submits to the Audit Committee on an annual basis a written statement consistent with Independent Standards Board Standard No. 1 and any similar requirements as to independence under any other applicable laws, rules and regulations as well as any

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	applicable standards of the Relevant Trading Market (the “Applicable Requirements”). Discuss with such firm any disclosed relationships or services that may impact its objectivity and independence and satisfy itself as to such independent registered public accounting firm’s independence. Take or recommend that the full Board take appropriate action to oversee independence of such independent registered public accounting firm.
9.	Review the experience and qualifications of the senior members of the audit team of FinTech Acquisition’s independent registered public accountants.
10.	Obtain and review a report from the independent registered public accounting firm at least annually regarding (a) such firm’s internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between such firm and FinTech Acquisition (to assess such firm’s independence). Evaluate the qualifications, performance and independence of the independent registered public accounting firm, including considering whether such firm’s quality controls are adequate and the provision of non-audit services is compatible with maintaining the such firm’s independence, and taking into account the opinions of management and the internal auditor. This evaluation should include the review and evaluation of the lead partner of the independent registered public accounting firm. The Audit Committee shall present its conclusions to the Board and, if so determined by the Audit Committee, recommend that the Board take additional action to satisfy itself of the qualifications, performance and independence of the independent registered public accounting firm.
11.	Prepare the report required by the Securities and Exchange Commission to be included in FinTech Acquisition’s periodic reports and annual proxy statement and any other reports of the Audit Committee required by applicable securities laws or other Applicable Requirements.
12.	In addition to assuring the regular rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit, as required by Rule 2-01(c)(6) of Regulation S-X, consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm itself on a regular basis.
13.	Set clear hiring policies for FinTech Acquisition’s hiring of employees or former employees of FinTech Acquisition’s independent registered public accounting firm.
14.	Discuss with the national office of the independent registered public accounting firm issues on which they were consulted by FinTech Acquisition’s audit team and matters of audit quality and consistency.
15.	Meet with the independent registered public accounting firm prior to the audit to discuss the planning and staffing of the audit.

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16. Perform any other activities consistent with this Charter, FinTech Acquisition’s bylaws and governing law, as required under applicable laws, rules and regulations as well as applicable listing standards or as the Audit Committee or the Board otherwise deems necessary or appropriate.

Oversight of FinTech Acquisition’s Internal Audit Function

18.	Review FinTech Acquisition’s internal audit function to insure it is an appropriate control process for reviewing and approving FinTech Acquisition’s internal transactions and accounting, including any outsourcing of some or all of this function.
19.	Review the significant reports to management prepared by the internal auditing department and management’s responses.
20.	Discuss with the independent registered public accounting firm the internal audit function, budget and staffing and any recommended changes in the planned scope of the internal audit.
21.	Periodically discuss with FinTech Acquisition’s independent registered public accounting firm, without management being present, (a) their judgment about the quality, integrity and appropriateness of FinTech Acquisition’s accounting principles and financial disclosure practices as applied in its financial reporting and (b) the completeness and accuracy of FinTech Acquisition’s financial statements.

Compliance Oversight Responsibilities

22.	Obtain from the independent registered public accounting firm assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated.
23.	Obtain reports from management, FinTech Acquisition’s senior internal auditing executive, the independent registered public accounting firm and legal advisors that FinTech Acquisition and its subsidiary entities are in conformity with applicable legal requirements and FinTech Acquisition’s Code of Business Conduct and Ethics. Review reports and disclosures of insider and affiliated party transactions and approve all related-party transactions. Advise the Board with respect to FinTech Acquisition’s policies and procedures regarding compliance with applicable laws and regulations and with FinTech Acquisition’s Code of Business Conduct and Ethics.
24.	Discuss with management and the independent registered public accounting firm any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding FinTech Acquisition’s financial statements or accounting policies.

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25.	Discuss with management and FinTech Acquisition’s independent registered public accounting firm any reports or disclosure submitted by management to the Audit Committee as contemplated by the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
26.	Discuss with FinTech Acquisition’s counsel legal matters that may have a material impact on the financial statements or FinTech Acquisition’s compliance policies.
27.	Upon consummation of the initial public offering of FinTech Acquisition’s securities (the “IPO”), monitor compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified, immediately take all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of the IPO.

     The foregoing responsibilities and duties set forth in this Charter should serve as a guide only, with the express understanding that the Audit Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions. The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend to the Board any changes it deems appropriate.

Limitation of Audit Committee’s Role

     While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that FinTech Acquisition’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent registered public accounting firm.

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EX-99.2

Exhibit 99.2

FINTECH ACQUISITION CORP.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
As of May __, 2008

Purpose

     The Nominating and Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of FinTech Acquisition Corp., a Delaware corporation (“FinTech Acquisition”) to (1) assist FinTech Acquisition and its Board in maintaining an effective and knowledgeable Board, including assisting the Board by identifying individuals qualified to become directors and recommending to the Board the director nominees for the next annual meeting of shareholders and for each committee, and (2) develop and recommend for the Board’s consideration recommendations to improve FinTech Acquisition’s corporate governance. In discharging its responsibilities, the Committee shall have full access to any relevant records of FinTech Acquisition.

Committee Membership

     The Committee shall consist of no fewer than three members. All members of the Committee shall meet the independence requirements of the American Stock Exchange or any securities exchange or other interdealer automated quotation system on which FinTech Acquisition’s securities are traded (the “Relevant Trading Market”). The Chairman and members of the Committee shall be appointed and removed by the Board. Consideration should be given to changing committee members periodically, but such change is not mandated. Nonetheless, the Chairman shall be changed at least every five years.

Meetings and Procedures

     The Committee shall meet at least annually and more frequently as necessary or appropriate, including teleconferences when appropriate. The Chairman shall establish such rules as may from time to time be necessary or appropriate for the conduct of business of the Committee. Special meetings of the Committee may be called by any member of the Committee upon notice to all members as provided in the bylaws of FinTech Acquisition; provided, however, that such notice may be waived as provided in the bylaws of FinTech Acquisition. A majority of the Committee’s members constitute a quorum, and the Committee shall act only on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Attendance by members of the management will be at invitation of the Committee Chairman. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. The Committee shall report its actions and any recommendations to the Board after each Committee meeting.

Committee Authority and Responsibilities; Director Qualifications

1. The Committee shall actively seek qualified individuals for recommendation to the Board as potential directors. The Committee also shall develop and recommend to the Board the criteria for selecting new director nominees. The Committee shall assist the Board in meeting the following goals with respect to the composition of the Board and each committee of the Board:

(a) the Board will have a majority of directors who meet the criteria for independence required by the Relevant Trading Market; and

(b) the membership of each committee of the Board shall meet the requirements set forth in such committee’s charter.

	The Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new directors as well as the composition of the Board as a whole. This assessment will include members’ qualification as independent, as well as consideration of diversity, age, skills, and experience in the context of the needs of the Board. Nominees for directorship will be selected by the Committee in accordance with the policies and principles in its charter. The invitation to join the Board should be extended by the Board itself, by the Chairman of the Committee and the Chairman of the Board. In cases where the right to nominate a director legally belongs to a third party, the selection and nomination of such director shall not be subject to the Committee process.
2.	The Committee shall have the sole authority to retain and terminate a search firm to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain professional advice from within FinTech Acquisition or elsewhere.
3.	The Committee shall review and make recommendations to the Board regarding FinTech Acquisition’s governance practices at least annually, including recommendations relating to FinTech Acquisition’s certificate of incorporation, bylaws and committee charters. The Committee shall have oversight of the self-evaluation process of the Board and each committee of the Board with respect to the governance of FinTech Acquisition. The Committee shall receive comments from all directors and provide the Board, at or about the end of FinTech Acquisition’s fiscal year, with a report of the Board’s and each committee’s self assessment of their respective performance. The Committee shall monitor and make recommendations to the Board regarding committee functions, contributions and composition.
4.	The Committee shall recommend procedures for the smooth functioning of the Board, including the calendar, agenda and information requirements for meetings of the Board, meetings of committees of the Board, executive sessions of non-management directors and executive sessions of independent directors only.

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5. The Committee shall review and make recommendations to the Board regarding FinTech Acquisition’s director nomination processes, including, without limitation:

(a) determining whether the Committee should change or terminate the policies of FinTech Acquisition with regard to the consideration of any director candidates recommended by security holders, including, without limitation, whether the Committee will consider director candidates recommended by security holders; and if the Committee determines not to have such a policy, report to the Board its basis for determining that it is appropriate for FinTech Acquisition not to have such a policy;

(b) determining changes to the procedures to be followed by security holders in submitting candidate recommendations;

(c) determining any specific, minimum qualifications that the Committee believes must be met by a nominee for a position on the Board, and describe any specific qualities or skills that the Committee believes are necessary for one or more of FinTech Acquisition’s directors to possess;

(d) determining the Committee’s process for identifying and evaluating nominees for director, including nominees recommended by security holders, and any differences in the manner in which the Committee evaluates nominees for director based on whether the nominee is recommended by a security holder;

(e) with regard to each nominee approved by the Committee for inclusion on FinTech Acquisition’s proxy card (other than nominees who are executive officers or who are directors standing for re-election), report to the Board which one or more of the following categories of persons or entities recommended that nominee: security holder, non-management director, chief executive officer, other executive officer, third-party search firm, or other, specified, source;

(f) if FinTech Acquisition pays a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees, report to the Board the function performed by each such third party; and

(g) if the Committee received, by a date not later than the 120th calendar day before the date of FinTech Acquisition’s proxy statement released to security holders in connection with the previous year’s annual meeting, a recommended nominee from a security holder that beneficially owned more than 5% of FinTech Acquisition’s voting common stock for at least one year as of the date the recommendation was made, or from a group of security holders that beneficially owned, in the aggregate, more than 5% of FinTech Acquisition’s voting common stock, with each of the securities used to calculate that ownership held for at least one year as of the date the recommendation was made, identify to the Board the candidate and the security holder or security holder group that recommended the candidate and disclose whether the Committee chose to nominate the candidate, provided, however, that no such identification or disclosure is required without

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the written consent of both the security holder or security holder group and the candidate to be so identified.

6.	The Committee shall develop, reassess annually and make recommendations to the Board with respect to succession plans for the Company’s chief executive officer (the “CEO”) and other key executive officers of FinTech Acquisition and develop plans for interim succession for the CEO in the event of an unexpected occurrence.
7.	The Committee may form and delegate authority to subcommittees when appropriate.
8.	The Committee shall consult with, and seek the recommendation of, the CEO with respect to any matter within its scope; provided, however, that the Committee shall retain full authority with respect to its recommendations and may choose not to follow any recommendation of the CEO.
9.	The Committee shall review the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
10.	The Committee shall annually review its own performance.
11.	The Committee shall develop and maintain an orientation program for new directors and continuing education programs for directors.
12.	The Committee shall periodically review with the CEO the performance and contributions of individual directors and shall periodically review each director’s continuation on the Board, as the Committee deems appropriate.
13.	The Committee shall review and discuss as appropriate with management FinTech Acquisition’s public disclosures and its disclosures to any Relevant Trading Market relating to independence, governance and director nomination matters, including in FinTech Acquisition’s proxy statement.
14.	The Committee shall perform any other activities consistent with this Charter, FinTech Acquisition’s bylaws and governing law, as the Committee or the Board deems appropriate.

     The foregoing responsibilities and duties set forth in this Charter should serve as a guide only, with the express understanding that the Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions.

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EX-99.3

Exhibit 99.3

FINTECH ACQUISITION CORP.
COMPENSATION COMMITTEE CHARTER
As of May __, 2008

Purpose

     The Compensation Committee is appointed by the Board of Directors (the “Board”) of FinTech Acquisition Corp. (“FinTech Acquisition”) to (a) have direct responsibility for approving the compensation of (i) FinTech Acquisition’s chief executive officer (the “CEO”) and other executive officers of FinTech Acquisition (collectively, the “Compensation Committee Officers”) and (ii) the directors, (b) administer FinTech Acquisition’s equity-based plans, (c) review any extraordinary compensatory payments (“Compensation Committee Payments”) to any employee of FinTech Acquisition and (d) produce an annual report on executive officer compensation for inclusion in FinTech Acquisition’s proxy statement or annual report in accordance with applicable rules and regulations.

Committee Membership

     The Compensation Committee shall be comprised of two (2) or more Board members, including a Committee Chairman, appointed by the Board. Each member of the Compensation Committee shall be (i) “independent” within the meaning of the listing standards set forth by American Stock Exchange, or any other securities exchange or interdealer automated quotation system on which FinTech Acquisition’s securities are traded (the “Relevant Trading Market”) applicable to a member of the Compensation Committee, (ii) a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder and (iii) an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Members of the Compensation Committee may be removed at any time by the Board.

     To the extent the Compensation Committee consists of at least three (3) members, one director who is not independent may be appointed to the Compensation Committee, subject to the following:

a)	The director is not a current officer or employee of FinTech Acquisition or an immediate family member of a current officer or employee of FinTech Acquisition;
b)	The Board determines, under exceptional and limited circumstances, that membership by the individual on the Compensation Committee is required by the best interests of FinTech Acquisition and its stockholders;
c)	The Board discloses, in FinTech Acquisition’s next annual meeting proxy statement (or its next annual report on Form 10-K or its equivalent if FinTech Acquisition does not file an annual proxy statement) subsequent to such determination, the nature of the relationship and the reason for that determination; and

d) No such person may serve on the Compensation Committee under this exception for more than two (2) years.

Meetings and Procedures

     The Compensation Committee shall meet at least annually and more frequently as necessary or appropriate, including teleconferences when appropriate. Special meetings of the Compensation Committee may be called by any member of the Compensation Committee upon notice to all members as provided in the Bylaws of FinTech Acquisition; provided, however, that such notice may be waived as provided in the Bylaws of FinTech Acquisition. A majority of the Compensation Committee’s members constitute a quorum, and the Compensation Committee shall act only on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Attendance by members of the management will be at invitation of the Committee Chairman. Actions of the Compensation Committee may be taken in person at a meeting or in writing without a meeting. All determinations with respect to the compensation of the CEO must be made by the Compensation Committee in an executive session, without the presence of the members of management. The Compensation Committee shall maintain minutes of all meetings documenting its activities and recommendations to the Board. The Compensation Committee shall report its actions and any recommendations to the Board after each Compensation Committee meeting.

Committee Authority and Responsibilities

1.	The Compensation Committee shall review from time to time and approve FinTech Acquisition’s compensation policies to ensure that management is rewarded appropriately for its contributions to FinTech Acquisition’s growth and profitability and that the executive compensation strategy supports organization objectives and stockholder interests. The Compensation Committee shall recommend to the Board major compensation programs.
2.	The Compensation Committee shall have the authority to consult with FinTech Acquisition counsel. The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of Compensation Committee Officers’ and directors’ compensation and shall have the sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall not be required to retain a compensation consultant and may rely on published information or any other sources it deems acceptable in its sole discretion. The Compensation Committee shall also have authority to obtain professional advice and assistance from within FinTech Acquisition or elsewhere.
3.	The Compensation Committee shall have direct responsibility to annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider

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	FinTech Acquisition’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years.
4.	The Compensation Committee shall annually review and approve the compensation of all directors and Compensation Committee Officers, including (a) incentive-compensation plans and equity-based plans and (b) compensation for Audit Committee members that complies with the requirements of the Relevant Trading Market and Rule 10A-3 under the Exchange Act. The Compensation Committee shall serve as the committee to administer any equity-based plans. The Compensation Committee will consider that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels, if FinTech Acquisition makes substantial charitable contributions to organizations with which a director is affiliated, or if FinTech Acquisition enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.
5.	The Compensation Committee shall annually review and approve, for the CEO and the other Compensation Committee Officers, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreements/provisions, as the case may be, (e) the bonus pool and allocation and (f) any special or supplemental benefits.
6.	The Compensation Committee shall review and approve any Compensation Committee Payments.
7.	The Compensation Committee shall provide oversight of management’s decisions concerning the performance and compensation of key employees of FinTech Acquisition, other than the executive officers.
8.	The Compensation Committee shall have direct responsibility to make recommendations to the Board with respect to non-CEO Compensation Committee Officer compensation, and incentive compensation and equity-based plans that are subject to Board approval, to the extent the Board has not delegated its authority over such matters described in this paragraph 8, whether by delegation pursuant to this Charter or otherwise, to the Compensation Committee.
9.	The Compensation Committee shall review FinTech Acquisition’s employee benefit, pension, incentive compensation and equity-based plans, and the Compensation Committee shall recommend to the Board any change in such employee benefit, pension, incentive compensation and equity-based plans that the Compensation Committee deems necessary or appropriate. The Compensation Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.
10.	The Compensation Committee shall have the full power and authority of the Board to authorize the issuance of units, warrants and common shares of beneficial interest or

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	other securities of FinTech Acquisition (collectively, “FinTech Acquisition Securities”) in connection with compensation arrangements for the directors, the CEO, the other Compensation Committee Officers and the other employees of FinTech Acquisition, to the extent delegated by the Board to the Compensation Committee from time to time by one or more resolutions duly adopted by the Board giving general authorization for the issuance of FinTech Acquisition Securities by the Compensation Committee and setting the maximum number of such shares or other securities to be issued by the Compensation Committee during any period and in the aggregate for the foregoing purposes. Without limiting the generality of the foregoing, the Compensation Committee, as the committee administering any equity-based plans, may, in its sole discretion and from time to time, grant awards provided in such equity-based plans in such form and amount as the committee shall determine up to the number of FinTech Acquisition Securities reserved for issuance under such equity-based plans at any time and from time to time by the Board.
11.	The Compensation Committee shall review matters relating to indemnification and insurance of officers and directors of FinTech Acquisition.
12.	The Compensation Committee is directly responsible for producing an annual report on executive officer compensation for inclusion in FinTech Acquisition’s annual proxy statement or annual report in accordance with applicable rules and regulations.
13.	The Compensation Committee shall consult with, and seek the recommendations of, the CEO with respect to any of the matters for which it is responsible; provided, however, that the Compensation Committee shall retain full authority with respect to its recommendations and may choose not to follow the recommendations of the CEO.
14.	The Compensation Committee may form and delegate authority to subcommittees when appropriate.
15.	The Compensation Committee shall review the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.

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