Quantum FinTech Acquisition Company is a blank test firm. Fintech Acquisition Corp. III is primarely within the enterprise of blank checks. III Mother or father Corp., a Delaware corporation («Holdings») and GTCR-Ultra Holdings, LLC, a Delaware restricted liability firm («Seller»), Daniel Cohen and Betsy Cohen, either instantly or by one or more fast members of the family or a number of affiliated household trusts (the «Key Sponsors»). Possession. Such Sponsor is the record and helpful proprietor (as outlined in the Securities Act) of, and has good title to, all of (x) the Sponsor Promote Shares and (y) the Sponsor Current Co-Make investments Shares set forth reverse such Sponsor’s name on Schedule I and there exist no Liens or another limitation or restriction (including any restriction on the correct to vote, promote or otherwise dispose of such Sponsor Shares (aside from transfer restrictions beneath the Securities Act)) affecting any such Sponsor Shares, apart from any Permitted Encumbrances or pursuant to (i) this Assist Agreement, (ii) the Acquiror Organizational Paperwork, (iii) the Merger Settlement, (iv) the Letter Agreement or (v) any relevant securities legal guidelines. Litigation. There are no Actions pending towards such Sponsor, מכנסי פילאטיס or to the information of such Sponsor threatened in opposition to such Sponsor, earlier than (or, in the case of threatened Actions, that could be before) any arbitrator or any Governmental Authority, טייצים מחטבים which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor of its, his or her obligations below this Help Agreement.
Such Sponsor had the chance to read the Merger Settlement and this Sponsor Agreement and has had the chance to consult with its tax and legal advisors. Every of the Sponsors shall deliver to Holdings a duly executed joinder to that certain Registration Rights Agreement (the «Holdings Registration Rights Agreement»), by and among Holdings, the Sponsors, Seller and the other parties signatories thereto, in substantially the form attached as Exhibit A to the Merger Settlement. On the Closing, the important thing Sponsors will subscribe for and purchase from Acquiror the Co-Make investments Shares for a purchase price of $10.00 per share and an aggregate purchase value of $20,000,000 (the «Key Sponsor Co-Invest Amount») in accordance with the terms and conditions of the important thing Sponsor Co-Make investments Agreement. The Sponsors won’t permit the Letter Settlement to be amended or modified with out the Company’s consent throughout the time period of this Help Settlement. This Support Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort or statute) arising out of, under or in reference to this Assist Agreement will probably be governed by and construed and טייצים מיוחדים enforced in accordance with the Legal guidelines of the State of Delaware, with out giving impact to its principles or guidelines of conflict of laws to the extent such ideas or guidelines would require or permit the applying of the Legal guidelines of another jurisdiction.
Brokerage Charges. Except as disclosed in Part 8.05 of the Merger Agreement and aside from preparations entered into by any Firm Social gathering, no monetary advisor, funding banker, broker or finder is entitled to any fee or commission from any Acquiror Occasion or any of their respective Associates in reference to the Merger Agreement, the agreements ancillary thereto, this Assist Settlement or any of the respective transactions contemplated thereby and hereby in every case based upon any association or agreement made by or, to the knowledge of such Sponsor, on behalf of such Sponsor, for which any Acquiror Celebration would have any materials obligations or liabilities of any variety or nature (apart from indemnification obligations) following the Closing. A registration assertion regarding the units and the underlying securities was declared efficient by the Securities and Exchange Commission on September 24, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction wherein such supply, solicitation, or sale can be unlawful previous to registration or qualification under the securities legal guidelines of any such state or jurisdiction.
Section 1.9 Support for Transaction.26 of the Merger Agreement, (e) for any proposal to adjourn or postpone the applicable stockholder assembly to a later date if (and only if) (1) there will not be adequate votes for approval of the Merger Agreement and some other proposals related thereto as set forth in the Proxy Statement on the dates on which such conferences are held or (2) the closing condition in Part 10. Prior to any legitimate termination of the Merger Agreement, (x) every Sponsor shall take, or trigger to be taken, all actions and to do, or cause to be completed, all things fairly crucial under applicable Laws to consummate the Merger and שמלה פרחונית the opposite transactions contemplated by the Merger Settlement and on the terms and subject to the conditions set forth therein, and (y) every Sponsor shall be bound by and comply with Sections 9.09 (Exclusivity) and 9.01 (Inspection) of the Merger Settlement (and any related definitions contained in any such Sections) as if such Individual have been a signatory to the Merger Settlement with respect to such provisions.