UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

______________FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 16, 2020

Paya Holdings Inc.(Exact Name of Registrant as Specified in Charter)

Delaware 001-39627 85-2199433

(State or Other Jurisdiction (Commission (IRS Employerof Incorporation) File Number) Identification No.)

303 Perimeter Center North Suite 600

Atlanta, Georgia 30346(Address of Principal Executive Offices) (Zip Code)

(800) 261-0240

(Registrant’s Telephone Number, Including Area Code)

FinTech Acquisition Corp. III Parent Corp.(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registeredCommon Stock, par value $0.0001 per share PAYA Nasdaq Capital MarketWarrants, each to purchase one share of Common Stock PAYAW Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of

this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On October 16, 2020, Paya Holdings Inc. (“Paya” or “Parent”) and FinTech Acquisition Corp. III (“FinTech”) announced that the previouslyannounced transactions contemplated by the Merger Agreement (as defined below) were consummated. In connection with the closing of the merger, theregistrant changed its name from FinTech Acquisition Corp. III Parent Corp. to Paya Holdings Inc.

Item 1.01. Entry into Material Definitive Agreement.

As disclosed under the section entitled “Proposal No. 1 — The Business Combination Proposal” beginning at pages 64 of the final prospectus and

definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “Commission”) on September 23,2020 by Paya, Parent entered into an Agreement and Plan of Merger, dated as of August 3, 2020 (“Merger Agreement”), by and among Parent, FinTech,FinTech III Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), GTCR-Ultra Holdings, LLC, a Delawarelimited liability company (“Ultra”), GTCR-Ultra Holdings II, LLC, a Delaware limited liability company (“Holdings”), GTCR/Ultra Blocker, Inc., aDelaware corporation (“Blocker”), and GTCR Fund XI/C LP, a Delaware limited partnership (“Blocker Seller”).

The Merger Agreement provided for (i) Ultra and Blocker Seller to contribute to Parent all of their direct and indirect equity interests in Holdings

and Blocker in exchange for $499.7 million in cash and the issuance of 54.5 million shares of common stock of Parent plus the right to receive up to anadditional 14.0 million shares of common stock of Parent in the future if certain prices targets are met (the “Contribution and Exchange”) and (ii) MergerSub to merge with and into FinTech with FinTech being the surviving corporation in the merger and a wholly-owned subsidiary of Parent, with eachoutstanding share of FinTech common stock converting into one share of Parent (the “Merger,” together with the Contribution and Exchange and othertransactions contemplated by the Merger Agreement, the “Transactions” or the “Business Combination”). The Merger Agreement is included as Exhibit 2.1to this Current Report on Form 8-K (this “Report”).

Item 2.01 of this Report discusses the consummation of the Transactions and various other transactions and events contemplated by the Merger

Agreement which took place on October 16, 2020 (the “Closing”) and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the entry into the new registration rights agreement, dated as of Closing by and among FinTech, Holdings, Parent, Ultra and theother parties named therein (the “New Registration Rights Agreement”), the parties to that certain registration rights agreement (the “Existing RegistrationRights Agreement”), dated as of November 15, 2018, by and among FinTech and the other parties named therein, agreed to terminate the ExistingRegistration Rights Agreement and their rights and obligations thereunder upon the consummation of the Transactions. Accordingly, in connection with theClosing, the Existing Registration Rights Agreement was automatically terminated.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 15, 2020, FinTech held a special meeting of stockholders (the “Special Meeting”) at which the FinTech stockholders considered andadopted, among other matters, the Merger Agreement. On October 16, 2020, the parties consummated the Transactions.

At the Special Meeting, holders of 5,696,643 shares of FinTech common stock sold in its initial public offering (the “public shares”) exercisedtheir rights to convert those shares to cash at a conversion price of approximately $10.22 per share, or an aggregate of approximately $58.3 million.

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54,534,022 shares of common stock were issued to Ultra at the Closing. Pursuant to the Merger Agreement, Ultra also has the right to receive upto an additional 14,000,000 shares of common stock divided into two equal tranches of 7,000,000 shares when Parent’s stock price reaches price thresholdsof $15.00 and $17.50 per share, respectively, in each case for 20 out of any 30 consecutive trading days during the first five years following Closing.

Each outstanding share of common stock of FinTech was converted into one share of common stock of Parent. The outstanding warrants ofFinTech automatically entitle the holders to purchase shares of common stock of Parent upon consummation of the Transactions.

Immediately after giving effect to the Transactions (including as a result of the conversions described above and certain forfeitures of FinTechcommon stock immediately prior to the Closing), there were 116,697,441 shares of common stock and 17,715,000 warrants issued and outstanding. Uponthe Closing, FinTech’s common stock, warrants and units ceased trading, and Parent’s shares of common stock and warrants began trading on the NasdaqCapital Market under the symbols “PAYA” and “PAYAW,” respectively. As of the closing date, Ultra owned approximately 47.3% of Parent’s outstandingshares of common stock and the former stockholders of FinTech (excluding the PIPE investors) owned approximately 33.0% of Parent’s outstanding sharesof common stock.

As noted above, the per share conversion price of approximately $10.22 for holders of public shares electing conversion was paid out of Fintech’strust account, which had a balance immediately prior to the Closing of approximately $352.8 million. Following the payment of redemptions and aftergiving effect to the $250.0 million PIPE financing described below, Fintech had approximately $527.6 million of available cash for disbursement inconnection with the Transactions. Of these funds, approximately $28.0 million was used to pay certain transaction expenses and $499.7 million was paid toUltra and Blocker Seller as cash consideration in accordance with the Merger Agreement.

Registration Rights Agreement

Ultra and certain affiliates of Fintech have been granted certain rights, pursuant to the New Registration Rights Agreement entered into at theClosing. Pursuant to the New Registration Rights Agreement, the parties are entitled to have registered, in certain circumstances and subject to certainconditions set forth therein, the resale of the shares of common stock of Paya held by them. The registration rights described in this paragraph apply to (i)any shares of common stock issued in connection with the Transactions, (ii) any warrants or any shares of common stock issued or issuable upon exercisethereof, (iii) any capital stock of Paya or its subsidiaries issued or issuable with respect to the securities referred to in clause (i) or (ii) above by way ofdividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iv) any other shares ofcommon stock held by persons holding securities described above (the “registrable securities”). Ultra and certain other holders are entitled to request thatParent register its shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelfregistrations.” In certain circumstances, Ultra will also be entitled to make demand registrations. The parties to the New Registration Rights Agreementwill also be entitled to participate in certain registered offerings by Paya, subject to certain limitations and restrictions. Paya will pay expenses of the partiesincurred in connection with the exercise of their rights under the New Registration Rights agreement.

This summary is qualified in its entirety by reference to the text of the New Registration Rights Agreement, which is included as Exhibit 10.1 tothis Report and is incorporated herein by reference. Nominating Agreement

Pursuant to a Nominating Agreement entered into at the Closing, Ultra, Blocker Seller and certain of Blocker Seller’s affiliates (collectively,“GTCR” ) will have the right to designate nominees for election to Parent’s board of directors for so long as GTCR beneficially own 5% or more of thetotal number of Parent’s shares of common stock then outstanding. The number of nominees that GTCR is entitled to nominate under the NominatingAgreement is dependent on its beneficial ownership of shares of common stock. For so long as GTCR beneficially owns more than 5% of the outstandingshares of common stock, GTCR shall have the right to nominate a specific number of directors equal to the product of (x) the total number of directors ofParent multiplied by (y) GTCR’s beneficial ownership percentage of outstanding Parent common stock (rounded up to the nearest whole number). Inaddition, GTCR will have the right to designate the replacement for any of its designees whose board service has terminated prior to the end of thedirector’s term, regardless of GTCR’s beneficial ownership at such time. GTCR will also have the right to have its designees participate on committees ofthe board of directors, subject to compliance with applicable law and stock exchange listing rules.

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This summary is qualified in its entirety by reference to the text of the Nominating Agreement, which is included as Exhibit 10.3 to this Report

and is incorporated herein by reference.

Tax Receivable Agreement

In connection with the Closing, Parent entered into the Tax Receivable Agreement with Seller, Blocker Seller, Holdings and Blocker. Holdingsand Blocker are each subsidiaries of Parent. The Tax Receivable Agreement generally provides for the payment by Parent to Seller and Blocker Seller, asapplicable, of 85% of the net cash savings, if any, in U.S. federal, state and local income taxes that Parent actually realizes (or is deemed to realize incertain circumstances) in periods after the Closing as a result of: (i) certain tax attributes of Blocker, Holdings and subsidiaries of Holdings that existedprior to the Transactions; (ii) certain increases in the tax basis of Holdings’ assets resulting from the Transactions; (iii) imputed interest deemed to be paidby Parent as a result of payments Parent makes under the Tax Receivable Agreement; and (iv) certain increases in tax basis resulting from payments Parentmakes under the Tax Receivable Agreement.

This summary is qualified in its entirety by reference to the text of the Tax Receivable Agreement, which is included as Exhibit 10.4 to this Reportand is incorporated herein by reference.

Sponsor Support Agreement

In connection with the signing of the Merger Agreement on August 3, 2020, Parent, FinTech, Holdings and Seller entered into a Sponsor SupportAgreement with FinTech’s Sponsors, pursuant to which the Sponsors agreed to comply with the provisions of the Merger Agreement applicable to theSponsors as well as the covenants set forth in the Sponsor Support Agreement. The Sponsors are required to vote all shares of common stock of Parentcommon stock beneficially owned by such Sponsor in favor of the election as members of Parent’s board of directors of the Nominees (as defined in theDirector Nomination Agreement), which obligation shall terminate upon the earlier of (a) Seller’s written notice to the Sponsors as to any such terminationand (b) 30 days after the Closing.

Employment Agreements

In connection with the Closing, Paya entered into employment agreements with each of Jeff Hack, Glenn Renzulli and Mark Engels (each, an“Executive” and together, the “Executives”) that superseded the employment provisions in each executive’s existing senior management agreement. Eachemployment agreement sets forth the executive’s base salary, and provides that the executive is eligible to receive an annual target bonus in an amount upto 100% (in the case of Messrs. Hack and Engels) and 60% (in the case of Mr. Renzulli) of the executive’s annual base salary based upon the performanceof the executive and the achievement of certain pre-established financial, operating and other objectives by Paya and its affiliates. Each of the executives isalso eligible to receive severance benefits upon a termination by the executive for “good reason” or by Paya without “cause.” Mr. Hack’s severance benefitsconsist of (a) continued payment of base salary for a period of 12 months (the “Severance Period”); provided that Paya may elect to extend the SeverancePeriod for an additional 12 months, and if so elected, the amount payable during the second year of the Severance Period will be $1,250,000 and paidwithin 60 days of Paya’s’ election to extend the Severance Period, (b) reimbursement of Mr. Hack’s premiums incurred for participation in ConsolidatedOmnibus Budget Reconciliation Act (COBRA) coverage for the applicable Severance Period to the extent Paya is permitted by law to offer such coverageand able to do so without incurring a fine or penalty, and (c) a pro-rated annual bonus for the fiscal year during which Mr. Hack’s termination occurs (the“Termination Year”), payable at the time annual bonuses are otherwise paid to senior management and calculated based on the portion of target bonusesreceived by the remaining senior management team members with respect to the applicable Termination Year. Mr. Renzulli’s severance benefits consist ofan amount equal to one year of his base salary, payable over six months. Mr. Engels’ severance benefits consist of (i) continued payment of base salary forone year, and (ii) if his termination occurs in (a) 2020, 75% of his target annual bonus (b) 2021, pro-rated annual bonus for 2021, but in no event less than50% of his target annual bonus, or (c) 2022 or thereafter, a pro-rated annual bonus for the year in which his employment terminates, in each case, payableat the time annual bonuses are otherwise paid to senior management. Payment of such severance benefits is contingent upon the executive’s execution andnon-revocation of release of claims, and continued compliance with restrictive covenants.

This summary is qualified in its entirety by reference to the Employment Agreements of Messrs. Hack, Renzulli and Engels, which are included as

Exhibits 10.8, 10.9 and 10.10 to this Report, respectively, and are incorporated herein by reference.

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Omnibus Incentive Plan

At the Special Meeting, the stockholders of Parent adopted and approved the Paya Holdings Inc. Omnibus Incentive Plan (the “Omnibus Plan”).The purpose of the Omnibus Plan is to provide eligible employees, directors, and consultants of Parent the opportunity to receive stock- and cash-basedincentive awards in order to attract, retain and reward encourage them and align their economic interests with those of Parent’s stockholders. The materialfeatures of the Omnibus Plan are described in the Proxy Statement/Prospectus in the section entitled “Proposal No. 3 – The Incentive Plan Proposal”beginning on page 106 and that information is incorporated herein by reference.

This summary and the information incorporated herein by reference is qualified in its entirety by reference to the text of the Omnibus Plan, whichis included as Exhibit 10.5 to this Report and is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as FinTech was immediately before the Transactions, thenthe registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.Accordingly, Paya, as the successor issuer to Parent, is providing the information below that would be included in a Form 10 if Paya were to file a Form 10.Please note that the information provided below relates to the combined company after Parent’s acquisition of Holdings in connection with theconsummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

Some of the information contained in this Report on Form 8-K, or incorporated herein by reference, constitutes forward-looking statements withinthe definition of the Private Securities Litigation Reform Act of 1995. These statements can be identified by forward-looking words such as “may,”“expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” and “continue” or similar words. Investors should read statements that contain thesewords carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

Parent believes it is important to communicate its expectations to its securityholders. However, there may be events in the future that Parent’smanagement is not able to predict accurately or over which Parent has no control. The risk factors and cautionary language contained in this Report, andincorporated herein by reference, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectationsdescribed in such forward-looking statements, including among other things:

• the ability to maintain the listing of Parent’s securities on a national securities exchange;

• changes adversely affecting the business in which Parent is engaged;

• the ongoing impact of the coronavirus pandemic and its effect on Parent or its customers;

• Parent’s ability to execute on its plans to develop and market new products and the timing of these development programs;

• Parent’s ability to compete in the highly competitive payment processing industry;

• the rate and degree of market acceptance of Parent’s solutions and products;

• Parent’s ability to identify and integrate acquisitions;

• the performance and security of Parent’s services and products;

• potential litigation involving Parent;

• general economic conditions; and

• the result of future financing efforts.

Undue reliance should not be placed on these forward-looking statements.

Business

The business of Parent is described in the Proxy Statement/Prospectus in the section entitled “Information About Paya” beginning on page 137and that information is incorporated herein by reference.

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Risk Factors

The risks associated with Parent’s business are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning onpage 16 and are incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Report concerning the financial information of Parent. Reference is further madeto the disclosure contained in the Proxy Statement/Prospectus in the section entitled “Paya’s Management’s Discussion and Analysis of Financial Conditionand Results of Operations” beginning on page 161, which is incorporated herein by reference.

Properties

The facilities of Parent are described in the Proxy Statement/Prospectus in the section entitled “Information About Parent – Facilities” on page153 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of the Closing regarding the beneficial ownership of Parent’s shares of common stock by:

• Each person known to be the beneficial owner of more than 5% of Parent’s outstanding shares of common stock;

• Each director and each of Parent’s principal executive officers and two other most highly compensated executive officers; and

• All current executive officers and directors as a group.

Unless otherwise indicated, Parent believes that all persons named in the table have sole voting and investment power with respect to all shares of commonstock beneficially owned by them.

Name and Address of Beneficial Owner(1)

Amount and Natureof BeneficialOwnership

Approximate Percentage ofOutstanding Shares of common

stock (2) Directors and Executive Officers Post-Business combination: Jeff Hack — — Glenn Renzulli — — Mark Engels — — Jim Bonetti — — Aaron Cohen — — Mike Gordon — — Christine Larsen — — KJ McConnell — — Collin Roche — — Anna May Trala — — Stuart Yarbrough — — All directors and executive officers post-business combination as a group (fifteen individuals) — —% Five Percent Holders: Cohen Sponsor Interests III, LLC(2) 8,560,942 7.3%GTRC Ultra Holdings, LLC(3) 55,234,022 47.3%

(1) Unless otherwise noted, the business address of each of the directors and executive officers following the Business Combination is: 303 PerimeterCenter North Suite 600, Atlanta, Georgia 30346.

(2) Cohen Sponsor Interests III, LLC is the manager of each of FinTech Investor Holdings III, LLC, 3FIII, LLC and FinTech Masala Advisors, LLC(collectively, the “Sponsors”), the direct beneficial owners of the shares and warrants. FinTech Masala, LLC is the sole member of Cohen SponsorInterests III, LLC. FinTech Masala Holdings, LLC is the sole member of FinTech Masala, LLC. FinTech Masala Holdings, LLC is in turn managed byits members, none of which is deemed a beneficial owner of the securities held by FinTech Masala Holdings, LLC based on the so-called “rule ofthree.” As a result of the foregoing, each of Cohen Sponsor Interests III, LLC, FinTech Masala, LLC and FinTech Masala Holdings, LLC shares votingand investment power over the shares and warrants held directly by the Sponsors.

(3) Consists of shares held directly by GTCR Ultra Holdings, LLC. Does not include 9,760,062 shares held by affiliates of FinTech (including shares heldby the Sponsors described above) which may be deemed to be beneficially owned by GTCR by virtue of the voting arrangement described above under“—Sponsor Support Agreement.” Voting and dispositive power with respect to the shares of Parent common stock held by Seller is exercised byGTCR Investment XI LLC. Decisions of GTCR Investment XI LLC are made by a vote of a majority of its directors, and, as a result, no single personhas voting or dispositive authority over such securities. Messrs. David A. Donnini, Collin E. Roche, Craig A. Bondy, Constantine S. Mihas, Mark M.Anderson, Aaron D. Cohen, Sean L. Cunningham, and Benjamin J. Daverman are each managing directors of GTCR LLC, which providesmanagement services to GTCR Investment XI LLC and each disclaims beneficial ownership of the securities controlled by such entity, except to theextent of his pecuniary interest in such securities. The filing of this Statement shall not be construed as an admission that any such individual is, for thepurpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. The business address of eachof the foregoing entities and persons is c/o GTCR Management XI LLC, 300 North LaSalle Street, Suite 5600, Chicago, Illinois 60654, and itstelephone number is (312) 382-2200.

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Directors and Executive Officers

Parent’s directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section entitled “ManagementFollowing the Business Combination” beginning on page 181 and that information is incorporated herein by reference.

Executive Compensation

The executive compensation of Parent’s executive officers and directors is described in the Proxy Statement/Prospectus in the section entitled“Information about Paya – Paya Executive Compensation” beginning on page 153 and that information is incorporated herein by reference.

Certain Relationships and Related Transactions

The certain relationships and related party transactions of Parent are described in the Proxy Statement/Prospectus in the section entitled “CertainRelationships and Related Person Transactions” beginning on page 203 and are incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus entitled “Information AboutPaya – Legal Proceedings” beginning on page 153, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Parent’s shares of common stock began trading on the Nasdaq Capital Market under the symbol “PAYA” and its warrants began trading on theNasdaq Capital Market under the symbol “PAYAW” on October 19, 2020, subject to ongoing review of Parent’s satisfaction of all listing criteria post-business combination, in lieu of the common stock and warrants of FinTech. Parent has not paid any cash dividends on its shares of common stock to date.It is the present intention of Parent’s board of directors to retain all earnings, if any, for use in Parent’s business operations and, accordingly, Parent’s boarddoes not anticipate declaring any dividends in the foreseeable future. The payment of dividends is within the discretion of Parent’s board of directors andwill be contingent upon Parent’s future revenues and earnings, as well as its capital requirements and general financial condition.

Recent Sales of Unregistered SecuritiesReference is made to the disclosure set forth under Item 3.02 of this Report concerning the issuance of Parent’s shares of common stock in

connection with the Transactions, which is incorporated herein by reference.

Description of Registrant’s SecuritiesThe description of Parent’s securities is contained in the Proxy Statement/Prospectus in the section entitled “Description of Securities” beginning

on page 189 and is incorporated herein by reference.

Indemnification of Directors and Officers

The Delaware General Corporation Law (the “DGCL”) permits Parent to indemnify its directors, officers, employees and agents, subject tolimitations imposed by Delaware law. Parent’s Amended and Restated Bylaws require it to indemnify directors and officers to the full extent permitted bythe DGCL. Parent also entered into indemnification agreements with certain of its officers and directors upon the Closing that provide for indemnificationto the maximum extent allowed under the DGCL. Information about the indemnification of Parent’s directors and officers is set forth in “Part II, Item 20.Indemnification of Directors and Officers” of the Registration Statement containing the Proxy Statement/Prospectus, which is incorporated herein byreference.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Report concerning the financial statements and supplementary data of Parentand its affiliates.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Reference is made to the disclosure contained in Item 4.01 of this Report, which is incorporated herein by reference.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Report concerning the financial information of Parent and its affiliates.

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Item 3.02. Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Items 1.01 and 2.01 of this Report concerning the shares of Parent common stock issued to

Ultra and Blocker Seller in the Transactions. In connection with the Business Combination, on August 3, 2020, FinTech entered into subscription agreements (the “PIPE Subscription

Agreements”), whereby the investors named therein (the “PIPE Investors”) committed to purchase an aggregate of $250.0 million shares of FinTechcommon stock, at a price of $10.00 per share, simultaneously with or immediately prior to the Closing (the “PIPE Financing”).

The PIPE Financing closed on October 16, 2020 and the issuance of an aggregate of 25,000,000 shares of FinTech common stock occurred

immediately prior to the consummation of the Business Combination. Upon consummation of the Business Combination, the shares automaticallyconverted into common stock of Parent. The sale and issuance was made to accredited investors in reliance on Rule 506 of Regulation D under theSecurities Act.

This summary is qualified in its entirety by reference to the text of the form of Subscription Agreement, which is included as Exhibit 10.6 to this

Report and is incorporated herein by reference.

Item 4.01. Changes in Registrant’s Certifying Accountant. On October 16, 2020, the Board approved the engagement of Ernst & Young LLP (“EY”) as Parent’s independent registered public accounting

firm to audit Parent’s consolidated financial statements for the year ending December 31, 2020. EY served as the independent registered public accountingfirm of Holdings prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), Parent and FinTech’s independent registeredpublic accounting firm prior to the Business Combination, was informed that it would be not be retained to serve as Parent’s independent registered publicaccounting firm following completion of the Business Combination.

Withum’s report on FinTech’s financial statements for the years ended December 31, 2019 and December 31, 2018 and for the period from March

20, 2017 (inception) through December 31, 2017 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modifiedas to uncertainty, audit scope, or accounting principles, except that such audit report contained an explanatory paragraph in which Withum expressedsubstantial doubt as to FinTech’s ability to continue as a going concern if it did not complete a business combination by November 20, 2020. During theperiod of Withum’s engagement by FinTech, and the subsequent interim period preceding Withum’s dismissal, there were no disagreements with Withumon any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved tothe satisfaction of Withum, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering suchperiods. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Withum’s engagement and thesubsequent interim period preceding Withum’s dismissal.

Withum’s report on Parent’s financial statements for the year ended August 31, 2020 and for the period from July 28, 2020 (inception) through

August 31, 2020 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, oraccounting principles. During the period of Withum’s engagement by Parent, and the subsequent interim period preceding Withum’s dismissal, there wereno disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, whichdisagreements if not resolved to the satisfaction of Withum, would have caused it to make a reference to the subject matter of the disagreement inconnection with its reports covering such periods. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred withinthe period of Withum’s engagement and the subsequent interim period preceding Withum’s dismissal.

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During the period from March 20, 2017 (FinTech’s inception) through September 30, 2020 and the subsequent interim period preceding the

engagement of E&Y, FinTech did not consult EY regarding either: (i) the application of accounting principles to a specified transaction, either completed orproposed, or the type of audit opinion that might be rendered on FinTech’s financial statements, and no written report or oral advice was provided toFinTech by EY that EY concluded was an important factor considered by Parent in reaching a decision as to the accounting, auditing or financial reportingissue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as describedin Item 304(a)(1)(v) of Regulation S-K).

Parent provided Withum with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Report and requested that Withum

furnish a letter addressed to the Commission, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, statingthe respects in which it does not agree.

Item 5.06. Change in Shell Company Status.

As a result of the Transactions, FinTech ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus inthe section entitled “Proposal No.1 — The Business Combination Proposal” beginning on page 64, which is incorporated herein by reference. Furtherreference is made to the information contained in Item 2.01 to this Report.

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Item 7.01. Other Events

On October 16, 2020, Parent issued a press release announcing the consummation of the Business Combination, which is included in this Reportas Exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.

(a)-(b) Financial Statements.

Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginningon page F-62, which information is incorporated herein by reference. Certain unaudited pro forma condensed combined financial information is attachedhereto as exhibit 99.2

(d) Exhibits.

Exhibit Description2.1 Agreement and Plan of Merger, dated as of August 3, 2020, by and among GTCR-Ultra Holdings, LLC, GTCR-Ultra Holdings II, LLC,

FinTech III Merger Sub Corp., FinTech Acquisition Corp. III, FinTech Acquisition Corp. III Parent Corp., GTCR/Ultra Blocker, Inc., andGTCR Fund XI/C LP (included as Annex A the definitive Proxy Statement/Prospectus filed on September 23, 2020).

3.1 Certificate of Incorporation of Paya Holdings Inc., filed with the Secretary of State of the State of Delaware on October 16, 2020.3.2 Bylaws of Paya Holdings Inc.4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by FinTech

Acquisition Corp. III Parent Corp. on September 16, 2020).4.2 Specimen Warrant Certificate (included in Exhibit 4.3).4.3 Warrant Agreement, dated November 15, 2018, between Continental Stock Transfer & Trust Company and FinTech Acquisition Corp. III.

(incorporated by reference to Exhibit 4.1 of FinTech Acquisition Corp. III’s Current Report on Form 8-K filed on November 21, 2018).10.1 Registration Rights Agreement, dated October 16, 2020, by and among FinTech Acquisition Corp. III Parent Corp. and certain stockholders

of Parent.10.2 Sponsor Support Agreement dated August 3, 2020, by and among FinTech Acquisition Corp. III, GTCR-Ultra Holdings II, LLC, FinTech

Acquisition Corp. III Parent Corp., GTCR-Ultra Holdings, LLC and certain stockholders of FinTech Acquisition Corp. III (incorporated byreference to Exhibit 10.1 of FinTech Acquisition Corp. III’s Current Report on Form 8-K filed on August 3, 2020).

10.3 Director Nomination Agreement, dated as of October 16, 2020, by and among Paya Holdings Inc., GTCR-Ultra Holdings, LLC, GTCRFund XI/B LP and GTCR Fund XI/C LP.

10.4 Tax Receivable Agreement, dated as of October 16, 2020, by and among FinTech Acquisition Corp. III Parent Corp., GTCR-UltraHoldings, LLC, GTCR Ultra-Holdings II, LLC, GTCR/Ultra Blocker, Inc., a Delaware corporation and GTCR Fund XI/C LP.

10.5 Form of Paya Holdings Inc. Omnibus Incentive Plan (included as Annex B to the definitive Proxy Statement/Prospectus filed on September23, 2020).

10.6 Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.2 of FinTech Acquisition Corp. III’s Current Report onForm 8-K filed on August 3, 2020).

10.7 Form of Director/Officer Indemnification Agreement.10.8 Employment Agreement, dated as of October 16, 2020, by and between Paya Holdings Inc., Paya, Inc. and Jeffrey Hack.10.9 Employment Agreement, dated as of October 16, 2020, by and between Paya Holdings Inc., Paya, Inc. and Glenn Renzulli.

10.10 Employment Agreement, dated as of October 16, 2020, by and between Paya Holdings Inc., Paya, Inc. and Mark Engels.16.1 Letter of WithumSmith+Brown, PC.99.1 Press Release, dated October 16, 2020.99.2 Unaudited pro forma financial statements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Dated: October 22, 2020 PAYA HOLDINGS INC. By: /s/ Glenn Renzulli Name: Glenn Renzulli Title: Chief Financial Officer

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Exhibit 3.1

AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION

OFPAYA HOLDINGS INC.

ARTICLE ONE

The name of the corporation is Paya Holdings Inc. (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New

Castle, DE 19801. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE The nature and purpose of the business of the Corporation is to engage in any lawful act or activity for which corporations may be organized under

the General Corporation Law of the State of Delaware (“DGCL”).

ARTICLE FOUR

Section 1. Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is550,000,000, consisting of two classes as follows:

1. 50,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”); and 2. 500,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”). The Preferred Stock and the Common Stock shall have the designations, rights, powers and preferences and the qualifications, restrictions and

limitations thereof, if any, set forth below. Section 2. Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is authorized, subject to limitations prescribed by

law, to provide, by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to establishthe number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative, participating,optional or other special rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. The powers (includingvoting powers), preferences, and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitationsor restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Subject to the rights of the holders of any series ofPreferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof thenoutstanding) by the approval of the Board of Directors and by the affirmative vote of the holders of a majority in voting power of the outstanding shares ofcapital stock of the Corporation entitled to vote generally in an election of directors, without the separate vote of the holders of the Preferred Stock as aclass, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 3. Common Stock.

(a) Except as otherwise provided by the DGCL or this Amended and Restated Certificate of Incorporation (as it may be amended, the

“Certificate of Incorporation”) and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders ofthe Corporation shall be vested in the holders of the Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote foreach share held by such holder on all matters voted upon by the stockholders of the Corporation; provided, however, that, except as otherwiserequired by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (includingany certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series ofPreferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, tovote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) orpursuant to the DGCL.

(b) Except as otherwise required by law or expressly provided in this Certificate of Incorporation, each share of Common Stock shall

have the same powers, rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters. (c) Subject to the rights of the holders of Preferred Stock and to the other provisions of applicable law and this Certificate of

Incorporation, holders of Common Stock shall be entitled to receive equally, on a per share basis, such dividends and other distributions in cash,securities or other property of the Corporation if, as and when declared thereon by the Board of Directors from time to time out of assets or fundsof the Corporation legally available therefor.

(d) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after

payment or provision for payment of the Corporation’s debts and any other payments required by law and amounts payable upon shares ofPreferred Stock ranking senior to the shares of Common Stock upon such dissolution, liquidation or winding up, if any, the remaining net assets ofthe Corporation shall be distributed to the holders of shares of Common Stock and the holders of shares of any other class or series rankingequally with the shares of Common Stock upon such dissolution, liquidation or winding up, equally on a per share basis. A merger orconsolidation of the Corporation with or into any other corporation or other entity, or a sale or conveyance of all or any part of the assets of theCorporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to its stockholders) shall not bedeemed to be a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this Paragraph (d).

(e) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

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ARTICLE FIVE

Section 1. Board of Directors. Except as otherwise provided in this Certificate of Incorporation, the business and affairs of the Corporation shall

be managed by or under the direction of the Board of Directors. Section 2. Number of Directors. Subject to any rights of the holders of any class or series of Preferred Stock to elect additional directors under

specified circumstances or otherwise, the number of directors which shall constitute the Board of Directors shall initially be 9 directors, and the number ofdirectors shall otherwise be fixed from time to time exclusively by resolution of the Board.

Section 3. Classes of Directors. The directors of the Corporation, other than those who may be elected by the holders of any series of Preferred

Stock, shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Section 4. Election and Term of Office. The directors shall be elected by a plurality of the votes cast; provided that, whenever the holders of any

class or series of capital stock of the Corporation are entitled to elect one or more directors pursuant to the provisions of this Certificate of Incorporation(including, but not limited to, any duly authorized certificate of designation), such directors shall be elected by a plurality of the votes cast by such holders.The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders following the date the Common Stock is firstpublicly traded (the “Closing Date”), the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholdersafter the Closing Date and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders after theClosing Date. For the purposes hereof, the Board of Directors may assign directors already in office to Class I, Class II and Class III, in accordance withthe terms of that certain Director Nomination Agreement, dated on or about October 16, 2020 (as amended and/or restated or supplemented in accordancewith its terms, the “Nomination Agreement”), by and among the Corporation and the investors named therein. At each annual meeting of stockholders afterthe Closing Date, directors elected to replace those of a class whose terms expire at such annual meeting shall be elected to hold office until the thirdsucceeding annual meeting after their election and until their respective successors shall have been duly elected and qualified. Each director shall holdoffice until the annual meeting of stockholders for the year in which such director’s term expires and a successor is duly elected and qualified or until his orher earlier death, resignation or removal. Nothing in this Certificate of Incorporation shall preclude a director from serving consecutive terms. Elections ofdirectors need not be by written ballot unless the Bylaws of the Corporation (as amended and/or restated the “Bylaws”) shall so provide.

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Section 5. Newly-Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding and

except as otherwise set forth in the Nomination Agreement, newly created directorships resulting from any increase in the authorized number of directorsor any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal from office or any other cause may be filled only byresolution of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and may not be filled in any othermanner. A director elected or appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and until his or her successoris elected and qualified or until his or her earlier death, resignation or removal. A director elected or appointed to fill a position resulting from an increasein the number of directors shall hold office until the next election of the class for which such director shall have been elected or appointed and until his orher successor is elected and qualified, or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shallshorten the term of any incumbent director.

Section 6. Removal and Resignation of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding and

notwithstanding any other provision of this Certificate of Incorporation, (i) prior to the first date (the “Trigger Date”) on which GTCR Ultra Holdings, LLC( “Ultra”) and their Affiliated Companies (as defined herein) cease to beneficially own in the aggregate (directly or indirectly) 40% or more of the votingpower of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (“Voting Stock”),directors may be removed with or without cause upon the affirmative vote of stockholders representing at least a majority of the voting power of the thenoutstanding shares of Voting Stock, voting together as a single class and (ii) on and after the Trigger Date, directors may only be removed for cause andonly upon the affirmative vote of stockholders representing at least sixty-six and two-thirds percent (66⅔%) of the voting power of the then outstandingshares of Voting Stock. Any director may resign at any time upon notice in writing or by electronic transmission to the Corporation.

Section 7. Rights of Holders of Preferred Stock. Notwithstanding the provisions of this ARTICLE FIVE, whenever the holders of one or more

series of Preferred Stock shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, theelection, term of office, filling of vacancies and other features of such directorship shall be subject to the rights of such series of Preferred Stock. Duringany period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to electadditional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorizednumber of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shallbe entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until suchdirector’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions,whichever occurs earlier, subject to his or her earlier death, resignation, disqualification or removal. Except as otherwise provided by the Board ofDirectors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additionaldirectors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of suchstock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwithterminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number ofdirectors of the Corporation shall automatically be reduced accordingly.

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Section 8. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders

before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

ARTICLE SIX Section 1. Limitation of Liability.

(a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment,

only to the extent such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of theCorporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a director.

(b) Any amendment, repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of

the Corporation existing at the time of such amendment, repeal or modification with respect to any act, omission or other matter occurring prior tosuch amendment, repeal or modification.

ARTICLE SEVEN

Section 1. Action by Written Consent. Prior to the first date (the “Stockholder Consent Trigger Date”) on which Ultra and its Affiliated Companies

(as defined herein) cease to beneficially own in the aggregate (directly or indirectly) at least 35% of the voting power of the then outstanding Voting Stock,any action which is required or permitted to be taken by the Corporation’s stockholders may be taken without a meeting, without prior notice and without avote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled to vote thereonwere present and voted. From and after the Stockholder Consent Trigger Date, any action required or permitted to be taken by the Corporation’sstockholders may be taken only at a duly called annual or special meeting of the Corporation’s stockholders and the power of stockholders to consent inwriting without a meeting is specifically denied; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock,voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without avote, to the extent expressly so provided the resolutions creating such series of Preferred Stock.

Section 2. Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the

requirements of applicable law, special meetings of stockholders of the Corporation may be called only (i) by or at the direction of the Board of Directorsor the Chairman of the Board of Directors pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directorsthat the Corporation would have if there were no vacancies or (ii) prior to the Stockholder Consent Trigger Date, by the Chairman of the Board of Directorsat the written request of the holders of a majority of the voting power of the then outstanding shares of Voting Stock in the manner provided for in theBylaws. Any business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

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ARTICLE EIGHT

Section 1. Certain Acknowledgments. In recognition and anticipation that (i) certain of the directors, partners, principals, officers, members,

managers and/or employees of Ultra or its Affiliated Companies (as defined below) may serve as directors or officers of the Corporation and (ii) Ultra andits Affiliated Companies engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation,directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly,may engage, and (iii) that the Corporation and its Affiliated Companies may engage in material business transactions with Ultra and its AffiliatedCompanies, and that the Corporation is expected to benefit therefrom, the provisions of this ARTICLE EIGHT are set forth to regulate and define to thefullest extent permitted by law the conduct of certain affairs of the Corporation as they may involve Ultra and/or its Affiliated Companies and/or theirrespective directors, partners, principals, officers, members, managers and/or employees, including any of the foregoing who serve as officers or directorsof the Corporation (collectively, the “Exempted Persons”), and the powers, rights, duties and liabilities of the Corporation and its officers, directors andstockholders in connection therewith. As used in this Certificate of Incorporation, “Affiliated Companies” shall mean (a) in respect of Ultra, any entity thatcontrols, is controlled by or under common control with Ultra or GTCR LLC (other than the Corporation and any company that is controlled by theCorporation) and any investment funds directly or indirectly managed by GTCR, LLC and (b) in respect of the Corporation, any company controlled by theCorporation.

Section 2. Competition and Corporate Opportunities. To the fullest extent permitted by applicable law, none of the Exempted Persons shall have

any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any ofits Affiliated Companies, and no Exempted Person shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason ofany such activities of Ultra, its Affiliated Companies or such Exempted Person. To the fullest extent permitted by applicable law, the Corporation, on behalfof itself and its Affiliated Companies, renounces any interest or expectancy of the Corporation and its Affiliated Companies in, or in being offered anopportunity to participate in, business opportunities that are from time to time presented to the Exempted Persons, even if the opportunity is one that theCorporation or its Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to doso, and each Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation or its Affiliated Companies and, tothe fullest extent permitted by applicable law, shall not be liable to the Corporation, any of its Affiliated Companies or its stockholders for breach of anyfiduciary or other duty, as a director, officer or stockholder of the Corporation solely, by reason of the fact that Ultra, its Affiliated Companies or any suchExempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails topresent such business opportunity, or information regarding such business opportunity, to the Corporation or any of its Affiliated Companies.Notwithstanding anything to the contrary in this Section 2, the Corporation does not renounce any interest or expectancy it may have in any businessopportunity that is expressly offered to any Exempted Person solely in his or her capacity as a director or officer of the Corporation, and not in any othercapacity.

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Section 3. Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this ARTICLE

EIGHT, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity the Corporation is not financially able orcontractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage toit or that is one in which the Corporation has no interest or reasonable expectancy.

Section 4. Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Certificate of Incorporation, subject to

the rights of the holders of any series of Preferred Stock then outstanding, and in addition to any vote required by applicable law, the affirmative vote of theholders of at least eighty percent (80%) of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall berequired to alter, amend or repeal, or to adopt any provision inconsistent with, this ARTICLE EIGHT; provided however, that, to the fullest extent permittedby law, neither the alteration, amendment or repeal of this ARTICLE EIGHT nor the adoption of any provision of this Certificate of Incorporationinconsistent with this ARTICLE EIGHT shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect toany activities or opportunities which such Exempted Person becomes aware prior to such alteration, amendment, repeal or adoption.

Section 5. Deemed Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of the Corporation shall

be deemed to have notice of and to have consented to the provisions of this ARTICLE EIGHT.

ARTICLE NINE Section 1. Section 203 of the DGCL. The Corporation expressly elects not to be subject to the provisions of Section 203 of the DGCL. Section 2. Business Combinations with Interested Stockholders. Notwithstanding any other provision in this Certificate of Incorporation to the

contrary, the Corporation shall not engage in any Business Combination (as defined hereinafter), at any point in time at which the Common Stock isregistered under Section 12(b) or 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”), with any Interested Stockholder (as definedhereinafter) for a period of three years following the time that such stockholder became an Interested Stockholder, unless:

(a) prior to such time the Board of Directors approved either the Business Combination or the transaction which resulted in such

stockholder becoming an Interested Stockholder;

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(b) upon consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, such stockholder

owned at least eighty-five percent (85%) of the Voting Stock of the Corporation outstanding at the time the transaction commenced, excluding forpurposes of determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such Interested Stockholder) those sharesowned (i) by Persons (as defined hereinafter) who are directors and also officers of the Corporation and (ii) employee stock plans of theCorporation in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will betendered in a tender or exchange offer; or

(c) at or subsequent to such time, the Business Combination is approved by the Board of Directors and authorized at an annual or special

meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent (66⅔%) of the outstandingVoting Stock which is not owned by such Interested Stockholder. Section 3. Exceptions to Prohibition on Interested Stockholder Transactions. The restrictions contained in this ARTICLE NINE shall not apply if:

(a) a stockholder becomes an Interested Stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient

shares so that the stockholder ceases to be an Interested Stockholder; and (ii) would not, at any time within the three- year period immediatelyprior to a Business Combination between the Corporation and such stockholder, have been an Interested Stockholder but for the inadvertentacquisition of ownership; or

(b) the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public

announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the secondsentence of this Section 3(b) of ARTICLE NINE; (ii) is with or by a Person who either was not an Interested Stockholder during the previous threeyears or who became an Interested Stockholder with the approval of the Board of Directors; and (iii) is approved or not opposed by a majority ofthe directors then in office (but not less than one) who were directors prior to any Person becoming an Interested Stockholder during the previousthree years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactionsreferred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect of which,pursuant to Section 251(f) of the DGCL, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange, mortgage, pledge,transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of theCorporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly-ownedsubsidiary or to the Corporation) having an aggregate market value equal to fifty percent (50%) or more of either that aggregate market value ofall of the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock (as definedhereinafter) of the Corporation; or (z) a proposed tender or exchange offer for fifty percent (50%) or more of the outstanding Voting Stock of theCorporation. The Corporation shall give not less than 20 days’ notice to all Interested Stockholders prior to the consummation of any of thetransactions described in clause (x) or (y) of the second sentence of this Section 3(b) of ARTICLE NINE.

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Section 4. Definitions. As used in this ARTICLE NINE only, and unless otherwise provided by the express terms of this ARTICLE NINE, the

following terms shall have the meanings ascribed to them as set forth in this Section 4: (a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under

common control with, another Person; (b) “Associate,” when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association

or other entity of which such Person is a director, officer or general partner or is, directly or indirectly, the owner of twenty percent (20%) or moreof any class of Voting Stock; (ii) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as towhich such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of suchspouse, who has the same residence as such Person;

(c) “Business Combination” means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with

(A) the Interested Stockholder, or (B) any other corporation, partnership, unincorporated association or entity if the merger orconsolidation is caused by the Interested Stockholder and as a result of such merger or consolidation Section 2 of this ARTICLE NINE isnot applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions),

except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution orotherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have anaggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporationdetermined on a consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation;

(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned

subsidiary of the Corporation of any Stock of the Corporation or of such subsidiary to the Interested Stockholder, except: (A) pursuant tothe exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or anysuch subsidiary which securities were outstanding prior to the time that the Interested Stockholder became such; (B) pursuant to a mergerunder Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion ofsecurities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which security isdistributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time the Interested Stockholderbecame such; (D) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders of suchStock; or (E) any issuance or transfer of Stock by the Corporation; provided however, that in no case under items (C)-(E) of this Section4(c)(iii) of ARTICLE NINE shall there be an increase in the Interested Stockholder’s proportionate share of the Stock of any class orseries of the Corporation or of the Voting Stock of the Corporation;

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(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has

the effect, directly or indirectly, of increasing the proportionate share of the Stock of any class or series, or securities convertible into theStock of any class or series, of the Corporation or of any such subsidiary which is owned by the Interested Stockholder, except as a resultof immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of Stock not caused,directly or indirectly, by the Interested Stockholder; or

(v) any receipt by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the

Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in Sections 4(c)(i)-(iv) of ARTICLE NINE) provided by or through the Corporation or any direct or indirect majority-owned subsidiary of theCorporation; (d) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of VotingStock, by contract or otherwise. A Person who is the owner of twenty percent (20%) or more of the outstanding Voting Stock of any corporation,partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderanceof the evidence to the contrary; notwithstanding the foregoing, a presumption of control shall not apply where such Person holds Voting Stock, ingood faith and not for the purpose of circumventing this ARTICLE NINE, as an agent, bank, broker, nominee, custodian or trustee for one or moreowners who do not individually or as a group (as such term is used in Rule 13d-5 under the Securities Exchange Act of 1934, as such Rule is ineffect as of the date of this Certificate of Incorporation) have control of such entity;

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(e) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the

Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation, or (ii) is an Affiliate orAssociate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation at any timewithin the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder,and the Affiliates and Associates of such Person. Notwithstanding anything in this ARTICLE NINE to the contrary, the term “InterestedStockholder” shall not include: (x) Ultra or any of its Affiliated Companies, or any other Person with whom any of the foregoing are acting as agroup or in concert for the purpose of acquiring, holding, voting or disposing of shares of Stock of the Corporation, (y) any Person who wouldotherwise be an Interested Stockholder either in connection with or because of a transfer, sale, assignment, conveyance, hypothecation,encumbrance, or other disposition of five percent (5%) or more of the outstanding Voting Stock of the Corporation (in one transaction or a seriesof transactions) by Ultra or any of its Affiliates or Associates to such Person; provided, however, that such Person was not an InterestedStockholder prior to such transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition; or (z) any Person whoseownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of action taken solely by the Corporation,provided that, for purposes of this clause (z) only, such Person shall be an Interested Stockholder if thereafter such Person acquires additionalshares of Voting Stock of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly, by such Person;provided, that, for the purpose of determining whether a Person is an Interested Stockholder, the Voting Stock of the Corporation deemed to beoutstanding shall include Stock deemed to be owned by the Person through application of this definition of “owned” but shall not include anyother unissued Stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise ofconversion rights, warrants or options, or otherwise;

(f) “Owner,” including the terms “own” and “owned,” when used with respect to any Stock, means a Person that individually or with or

through any of its Affiliates or Associates beneficially owns such Stock, directly or indirectly; or has (A) the right to acquire such Stock (whethersuch right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon theexercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the ownerof Stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tenderedStock is accepted for purchase or exchange; or (B) the right to vote such Stock pursuant to any agreement, arrangement or understanding;provided, however, that a Person shall not be deemed the owner of any Stock because of such Person’s right to vote such Stock if the agreement,arrangement or understanding to vote such Stock arises solely from a revocable proxy or consent given in response to a proxy or consentsolicitation made to 10 or more Persons; or (C) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting(except voting pursuant to a revocable proxy or consent as described in (B) of this Section 4(f) of ARTICLE NINE), or disposing of such Stockwith any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such Stock.;

(g) “Person” means any individual, corporation, partnership, unincorporated association or other entity; (h) “Stock” means, with respect to any corporation, any capital stock of such corporation and, with respect to any other entity, any equity

interest of such entity; and (i) “Voting Stock” means, with respect to any corporation, Stock of any class or series entitled to vote generally in the election of

directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing bodyof such entity. Every reference to a percentage of Voting Stock in this ARTICLE NINE shall refer to such percentage of the votes of such VotingStock.

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ARTICLE TEN

Section 1. Amendments to the Bylaws. Subject to the rights of holders of any series of Preferred Stock then outstanding, in furtherance and not in

limitation of the powers conferred by law, during any period (a “Controlled Period”) during which Ultra and its Affiliated Companies beneficially own inthe aggregate (directly or indirectly) at least 50% of the voting power of the then outstanding Voting Stock, the Bylaws may be amended, altered orrepealed and new bylaws made by, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (includingany resolution setting forth the terms of any series of Preferred Stock) and any other vote otherwise required by applicable law, the affirmative vote of theholders of at least a majority of the voting power of all of the then outstanding shares of Voting Stock, voting together as a single class. Other than during aControlled Period, the Bylaws may be amended, altered or repealed and new bylaws made by (i) the Board or (ii) in addition to any of the holders of anyclass or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), theBylaws or applicable law, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of the thenoutstanding Voting Stock, voting together as a single class.

Section 2. Amendments to this Certificate of Incorporation. Subject to the rights of holders of any series of Preferred Stock then outstanding, in

addition to any affirmative vote of the holders of any particular class or series of the capital stock required by law, this Certificate of Incorporation, orotherwise, no provision of ARTICLE FIVE, ARTICLE SIX, ARTICLE SEVEN, ARTICLE NINE, ARTICLE TEN or ARTICLE ELEVEN of thisCertificate of Incorporation may be altered, amended or repealed in any respect, nor may any provision of this Certificate of Incorporation inconsistenttherewith be adopted, unless in addition to any other vote required by this Certificate of Incorporation or otherwise required by law, (i) during a ControlledPeriod, such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of a majority of the voting power of alloutstanding shares of Voting Stock, voting together as a single class, and (ii) other than during a Controlled Period, such alteration, amendment, repeal oradoption is approved by the affirmative vote of holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all outstanding shares ofVoting Stock, voting together as a single class, at a meeting of the Corporation’s stockholders called for that purpose.

ARTICLE ELEVEN Section 1. Exclusive Forum. Unless this Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the

State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalfof the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder of the Corporationto the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which theDGCL confers jurisdiction on the Court of Chancery of the State of Delaware, the Certificate of Incorporation or the Bylaws or (iv) any action asserting aclaim governed by the internal affairs doctrine; provided that for the avoidance of doubt, this provision, including for any “derivative action”, will not applyto suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusivejurisdiction.

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Section 2. Notice. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including,

without limitation, shares of Common Stock) shall be deemed to have notice of and to have consented to the provisions of this ARTICLE ELEVEN.

ARTICLE TWELVE

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to anycircumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remainingprovisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containingany such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extentpermitted by applicable law, in any way be affected or impaired thereby.

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Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

PAYA HOLDINGS INC.

A Delaware corporation(Adopted as of October 16, 2020)

ARTICLE IOFFICES

Section 1. Offices. Paya Holdings Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places,

either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine orthe business of the Corporation may require. The registered office of the Corporation in the State of Delaware shall be as stated in the corporation’scertificate of incorporation as then in effect (the “Certificate of Incorporation”).

ARTICLE II

MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. The Board of Directors may designate a place, if any, either within or outside the State of Delaware, as the place of

meeting for any annual meeting or for any special meeting of stockholders. Section 2. Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as is specified by resolution of the Board of

Directors. At the annual meeting, stockholders shall elect directors to succeed those whose terms expire at such annual meeting and transact such otherbusiness as properly may be brought before the annual meeting pursuant to Section 11 of this ARTICLE II of these Amended and Restated Bylaws (these“Bylaws”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board ofDirectors.

Section 3. Special Meetings. Special meetings of the stockholders may only be called in the manner provided in the Certificate of Incorporation.

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors may postpone,reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.

Section 4. Notice of Meetings. Whenever stockholders are required or permitted to take action at a meeting, notice of the meeting shall be given

that shall state the place, if any, date, and time of the meeting of the stockholders, the means of remote communications, if any, by which stockholders andproxyholders not physically present may be deemed to be present in person and vote at such meeting, the record date for determining the stockholdersentitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the caseof a special meeting, the purpose or purposes for which the meeting is called, shall be given, not less than 10 nor more than 60 days before the date onwhich the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to noticeof the meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the GeneralCorporation Law of the State of Delaware (the “DGCL”)) or the Certificate of Incorporation.

(a) Form of Notice. All such notices shall be delivered in writing or in any other manner permitted by the DGCL. If mailed, such notice

shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appearson the records of the Corporation. If delivered by courier service, notice shall be deemed given at the earlier of when the notice is received or left at suchstockholder’s address as the same appears on the records of the Corporation. If given by electronic mail, notice shall be deemed given when directed tosuch stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection toreceiving notice by electronic mail or such notice is prohibited by the DGCL. Notice to stockholders may also be given by other forms of electronictransmission consented to by the stockholder. If given by facsimile telecommunication, such notice shall be deemed given when directed to a number atwhich the stockholder has consented to receive notice by facsimile. If given by a posting on an electronic network together with separate notice to thestockholder of such specific posting, such notice shall be deemed given upon the later of (x) such posting and (y) the giving of such separate notice. Ifnotice is given by any other form of electronic transmission, such notice shall be deemed given when directed to the stockholder. An affidavit of thesecretary or an assistant secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has beengiven shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(b) Waiver of Notice. Whenever notice is required to be given under any provisions of the DGCL, the Certificate of Incorporation or

these Bylaws, a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission given by the stockholder entitledto notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of,any meeting of the stockholders of the Corporation need be specified in any waiver of notice of such meeting. Attendance of a stockholder of theCorporation at a meeting of such stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends for the expresspurpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does notfurther participate in the meeting.

(c) Notice by Electronic Transmission. Notwithstanding Section 4(a) of this ARTICLE II, a notice may not be given by electronic

transmission from and after the time: (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by theCorporation; and (ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other personresponsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.For purposes of these Bylaws, except as otherwise limited by applicable law, the term “electronic transmission” means any form of communication notdirectly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including oneor more distributed networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may bedirectly reproduced in paper form by such recipient through an automated process. A notice by electronic mail must include a prominent legend that thecommunication is an important notice regarding the Corporation. A notice by electronic mail will include any files attached thereto and any informationhyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the corporation who is available to assist withaccessing such files or information.

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Section 5. List of Stockholders. The Corporation shall prepare, at least 10 days before each meeting of stockholders, a complete list of the

stockholders entitled to vote at the meeting, provided, however, if the record date for determining the stockholders entitled to vote is less than 10 daysbefore the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order andshowing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Nothing contained in this sectionshall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (a) on a reasonably accessibleelectronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinarybusiness hours, at the principal place of business of the Corporation. In the event the Corporation determines to make the list available on an electronicnetwork, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is tobe held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by anystockholder 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 anystockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall beprovided with the notice of the meeting. Except as otherwise provided by law, the list shall be the only evidence as to who are the stockholders entitled toexamine the list of stockholders required by this Section 5 or to vote in person or by proxy at any meeting of stockholders.

Section 6. Quorum. The holders of a majority in voting power of the outstanding capital stock entitled to vote at the meeting, present in person or

represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by the Certificate of Incorporationor these Bylaws. If a quorum is not present, the chair of the meeting or the holders of a majority of the voting power present in person or represented byproxy at the meeting and entitled to vote at the meeting may adjourn the meeting to another time and/or place from time to time until a quorum shall bepresent or represented by proxy. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding sharesof more than one class or series) voting as a separate class or series, the holders of a majority in voting power of the outstanding stock of such class orseries shall constitute a quorum (as to such class or series) for the transaction of such item of business. A quorum once established at a meeting shall not bebroken by the withdrawal of enough votes to leave less than a quorum.

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Section 7. Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some

other place. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have beentransacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder ofrecord entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, theBoard of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolutionfixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than 60 days nor less than 10 daysbefore the date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjournedmeeting as of the record date fixed for notice of such adjourned meeting.

Section 8. Vote Required. Subject to the rights of the holders of any series of preferred stock then outstanding, when a quorum has been

established, all matters other than the election of directors shall be determined by the affirmative vote of the majority of voting power of capital stockpresent in person or represented by proxy at the meeting and entitled to vote on the subject matter, unless by express provisions of the DGCL or otherapplicable law, the rules of any stock exchange upon which the Corporation’s securities are listed, any regulation applicable to the Corporation or itssecurities, the Certificate of Incorporation or these Bylaws a minimum or different vote is required, in which case such minimum or different vote shall bethe required vote for such matter. Directors shall be elected by a plurality of the votes cast.

Section 9. Voting Rights. Subject to the rights of the holders of any series of preferred stock then outstanding, except as otherwise provided by the

DGCL, the Certificate of Incorporation or these Bylaws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote inperson or by proxy for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings ofstockholders need not be by written ballot.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a

meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years fromits date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as,it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest withwhich it is coupled is an interest in the stock itself or an interest in the Corporation generally.

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Section 11. Advance Notice of Stockholder Business and Director Nominations.

(a) Business at Annual Meetings of Stockholders.

(i) Only such business (other than nominations of persons for election to the Board of Directors, which must be made in

compliance with and are governed exclusively by Section 11(b) of this ARTICLE II) shall be conducted at an annual meeting of thestockholders as shall have been brought before the meeting (A) as specified in the notice of meeting (or any supplement thereto) given byor at the direction of the Board of Directors or any duly authorized committee thereof, (B) by or at the direction of the Board of Directorsor any duly authorized committee thereof, or (C) by any stockholder of the Corporation who (1) was a stockholder of record at the timeof giving of notice provided for in Section 11(a)(iii) of this ARTICLE II, on the record date for determination of stockholders of theCorporation entitled to vote at the meeting, and at the time of the annual meeting, (2) at the time of the meeting, is entitled to vote at themeeting and (3) complies with the notice procedures set forth in Section 11(a)(iii) of this ARTICLE II. For the avoidance of doubt, theforegoing clause (C) of this Section 11(a)(i) of ARTICLE II shall be the exclusive means for a stockholder to propose such business(other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, asamended (the “Exchange Act”) or business brought by GTCR (as defined below) and any entity that controls, is controlled by or undercommon control with GTCR (other than the Corporation and any company that is controlled by the Corporation) and any investmentvehicles or funds managed or controlled, directly or indirectly, by or otherwise affiliated with GTCR (the “GTCR Affiliates”) at any timeprior to the Advance Notice Trigger Date (as defined below)) before an annual meeting of stockholders.

(ii) For any business (other than (A) nominations of persons for election to the Board of Directors, which must be made in

compliance with and are governed exclusively by Section 11(b) of this ARTICLE II or (B) business brought by any of GTCR Fund XI/BLP, GTCR Fund XI/C LP, GTCR Co-Invest XI LP, GTCR Golder Rauner, L.L.C., GTCR Golder Rauner II, L.L.C, GTCR ManagementXI LLC, and GTCR LLC (collectively, “GTCR”) and GTCR Affiliates at any time prior to the date when GTCR ceases to beneficiallyown in the aggregate (directly or indirectly) at least 10% of the voting power of the then outstanding shares of capital stock of theCorporation then entitled to vote generally in the election of directors (the “Advance Notice Trigger Date”) to be properly brought beforean annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form as described in Section11(a)(iii) of this ARTICLE II to the Secretary; any such proposed business must be a proper matter for stockholder action and thestockholder and the Stockholder Associated Person (as defined in Section 11(e) of this ARTICLE II) must have acted in accordance withthe representations set forth in the Solicitation Statement (as defined in Section 11(a)(iii) of this ARTICLE II) required by these Bylaws.To be timely, a stockholder’s notice for such business (other than such a notice by GTCR prior to the Advance Notice Trigger Date,which may be delivered at any time prior to the mailing of the definitive proxy statement pursuant to Section 14(a) of the Exchange Actrelated to the next annual meeting of stockholders) must be delivered by hand and received by the Secretary at the principal executiveoffices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior tothe first anniversary of the preceding year’s annual meeting of stockholders (which date shall, for purposes of the Corporation’s firstannual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on October 15,2020); provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30)days before such anniversary date and ends thirty (30) days after such anniversary date, or if no annual meeting was held in the precedingyear (other than for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publiclytraded), such stockholder’s notice must be delivered by the later of (A) the tenth day following the day the Public Announcement (asdefined in Section 11(e) of this ARTICLE II) of the date of the annual meeting is first made or (B) the date which is ninety (90) days priorto the date of the annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereofcommence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices deliveredpursuant to Section 11(a) of this ARTICLE II will be deemed received on any given day only if received prior to the close of business onsuch day (and otherwise shall be deemed received on the next succeeding Business Day).

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(iii) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the

stockholder proposes to bring before the annual meeting: (A) a brief description of the business desired to be brought before the annual meeting (including the specific text of

any resolutions or actions proposed for consideration and if such business includes a proposal to amend these Bylaws, thespecific language of the proposed amendment) and the reasons for conducting such business at the annual meeting,

(B) the name and address of the stockholder proposing such business, as they appear on the Corporation’s books, the

name and address (if different from the Corporation’s books) of such proposing stockholder, and the name and address of anyStockholder Associated Person,

(C) the class or series and number of shares of stock of the Corporation which are directly or indirectly held of record

or beneficially owned by such stockholder or by any Stockholder Associated Person, a description of any Derivative Positions(as defined in Section 11(e) of this ARTICLE II) directly or indirectly held or beneficially held by the stockholder or anyStockholder Associated Person, and whether and to the extent to which a Hedging Transaction (as defined in Section 11(e) ofthis ARTICLE II) has been entered into by or on behalf of such stockholder or any Stockholder Associated Person,

(D) a description of all arrangements or understandings between or among such stockholder or any Stockholder

Associated Person and any other person or entity (including their names) in connection with the proposal of such business bysuch stockholder and any material interest of such stockholder, any Stockholder Associated Person or such other person or entityin such business,

(E) a representation that such stockholder is a stockholder of record of the Corporation entitled to vote at such meeting

and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (F) any other information related to such stockholder or any Stockholder Associated Person that would be required to

be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents(even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support of the business proposedto be brought before the meeting pursuant to Section 14 of the Exchange Act, and the rules, regulations and schedulespromulgated thereunder, and

(G) a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a group

which intends to deliver a proxy statement and/or form of proxy to the holders of at least the percentage of the Corporation’soutstanding capital stock required to approve the proposal or otherwise to solicit proxies or votes from stockholders in supportof the proposal (such representation, a “Solicitation Statement”).

In addition, any stockholder who submits a notice pursuant to Section 11(a) of this ARTICLE II is required to update and supplement theinformation disclosed in such notice, if necessary, in accordance with Section 11(d) of this ARTICLE II.

(iv) Notwithstanding anything in these Bylaws to the contrary, no business (other than nominations of persons for election to the

Board of Directors, which must be made in compliance with and are governed exclusively by Section 11(b) of this ARTICLE II) shall beconducted at an annual meeting except in accordance with the procedures set forth in Section 11(a) of this ARTICLE II. (b) Nominations at Annual Meetings of Stockholders.

(i) Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 11(b) of

ARTICLE II shall be eligible for election to the Board of Directors at an annual meeting of stockholders.

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(ii) Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual meeting of

stockholders only (A) by or at the direction of the Board of Directors or any duly authorized committee thereof or (B) by any stockholderof the Corporation who (1) was a stockholder of record at the time of giving of notice provided for in this Section 11(b) of ARTICLE IIon the record date for determination of stockholders of the Corporation entitled to vote at the meeting, and at the time of the annualmeeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures set forth in this Section 11(b) of ARTICLE II.For the avoidance of doubt, clause (B) of this Section 11(b)(ii) of ARTICLE II shall be the exclusive means for a stockholder to makenominations of persons for election to the Board of Directors at an annual meeting of stockholders. For nominations to be properlybrought by a stockholder at an annual meeting of stockholders, the stockholder must have given timely notice thereof in proper writtenform as described in Section 11(b)(iii) of this ARTICLE II to the Secretary and the stockholder and the Stockholder Associated Personmust have acted in accordance with the representations set forth in the Nomination Solicitation Statement required by these Bylaws. Tobe timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors (other than such a notice by GTCRprior to the Advance Notice Trigger Date, which may be delivered at any time up to thirty-five (35) days prior to the next annual meetingof stockholders) must be delivered to the Secretary at the principal executive offices of the Corporation in proper written form not lessthan ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annualmeeting of stockholders (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares ofCommon Stock are first publicly traded, be deemed to have occurred on July 22, 2020); provided, however, that if and only if the annualmeeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30)days after such anniversary date, or if no annual meeting was held in the preceding year (other than for purposes of the Corporation’s firstannual meeting of stockholders after its shares of Common Stock are first publicly traded), such stockholder’s notice must be deliveredby the later of the tenth day following the day the Public Announcement of the date of the annual meeting is first made and the datewhich is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment or postponement of an annualmeeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice asdescribed above. Notices delivered pursuant to this Section 11(b) of ARTICLE II will be deemed received on any given day if receivedprior to the Close of Business on such day (and otherwise on the next succeeding day). For the avoidance of doubt, a stockholder shallnot be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws.

(iii) To be in proper written form, a stockholder’s notice to the Secretary shall set forth: (A) as to each person that the stockholder proposes to nominate for election or re-election as a director of the Corporation, (1)the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person,(3) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly ownedbeneficially or of record by the person, (4) the date such shares were acquired and the investment intent of such acquisition and(5) any other information relating to the person that would be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if anelection contest or proxy solicitation is not involved), or is otherwise required, pursuant to Section 14 of the Exchange Act, andthe rules, regulations and schedules promulgated thereunder (including such person’s written consent to being named in theproxy statement as a nominee of the stockholder, if applicable, and to serving as a director if elected),

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(B) as to the stockholder giving the notice, the name and address of such stockholder, as they appear on the Corporation’s books,the name and address (if different from the Corporation’s books) of such proposing stockholder, and the name and address ofany Stockholder Associated Person, (C) the class or series and number of shares of stock of the Corporation which are directly or indirectly held of record orbeneficially owned by such stockholder or by any Stockholder Associated Person with respect to the Corporation’s securities, adescription of any Derivative Positions directly or indirectly held or beneficially held by the stockholder or any StockholderAssociated Person, and whether and the extent to which a Hedging Transaction has been entered into by or on behalf of suchstockholder or any Stockholder Associated Person, (D) a description of all arrangements or understandings (including financial transactions and direct or indirect compensation)between or among such stockholder or any Stockholder Associated Person and each proposed nominee and any other person orentity (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (E) a representation that such stockholder is a holder of record of the Corporation entitled to vote at such meeting and intends toappear in person or by proxy at the meeting to nominate the persons named in its notice, (F) any other information relating to such stockholder or any Stockholder Associated Person that would be required to bedisclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for acontested election of directors (even if an election contest or proxy solicitation is not involved), or otherwise required, pursuantto Section 14 of the Exchange Act, and the rules, regulations and schedules promulgated thereunder, and (G) a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a group whichintends to deliver a proxy statement and/or form of proxy to the holders of a sufficient number of the Corporation’s outstandingshares reasonably believed by the stockholder or any Stockholder Associated Person, as the case may be, to elect each proposednominee or otherwise to solicit proxies or votes from stockholders in support of the nomination (such representation, a“Nomination Solicitation Statement”).

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In addition, any stockholder who submits a notice pursuant to this Section 11(b) of ARTICLE II is required to update and supplement theinformation disclosed in such notice, if necessary, in accordance with Section 11(d) of this ARTICLE II and shall comply with Section11(f) of this ARTICLE II.

(iv) Notwithstanding anything in Section 11(b)(ii) of this ARTICLE II to the contrary, if the number of directors to be elected to

the Board of Directors is increased effective after the time period for which nominations would otherwise be due under paragraph 11(b)(ii) of this Article II and there is no Public Announcement naming the nominees for additional directorships at least ten (10) days prior tothe last day a stockholder may deliver a notice of nomination in accordance with Section 11(b)(ii), a stockholder’s notice required bySection 11(b)(ii) of this ARTICLE II shall also be considered timely, but only with respect to nominees for the additional directorships, ifit shall be received by the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the tenthday following the day on which such Public Announcement is first made by the Corporation. (c) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been

brought before the meeting pursuant to the notice of meeting. Only persons who are nominated in accordance and compliance with the procedures set forthin this Section 11(c) of ARTICLE II shall be eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to beelected. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be electedpursuant to the notice of meeting only (i) by or at the direction of the Board of Directors, any duly authorized committee thereof, or stockholders (ifstockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of Article EIGHT of the Certificate of Incorporation) or (ii)provided that the Board of Directors or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of ArticleEight of the Certificate of Incorporation) has determined that directors are to be elected at such special meeting, by any stockholder of the Corporation who(A) was a stockholder of record at the time of giving of notice provided for in this Section 11(c) of ARTICLE II and at the time of the special meeting, (B)is entitled to vote at the meeting and (C) complies with the notice procedures provided for in this Section 11(c) of ARTICLE II. For the avoidance of doubt,the foregoing clause (ii) of this Section 11(c) of ARTICLE II shall be the exclusive means for a stockholder to propose nominations of persons for electionto the Board of Directors at a special meeting of stockholders at which directors are to be elected. For nominations to be properly brought by a stockholderat a special meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in this Section 11(c) ofARTICLE II to the Secretary. To be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors (other than such anotice by GTCR prior to the Advance Notice Trigger Date, which may be delivered at any time up to the later of (i) thirty-five (35) days prior to the specialmeeting of stockholders and (ii) the tenth day following the day on which a Public Announcement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting) must be received by the Secretary at the principal executive offices of theCorporation not earlier than the 120th day prior to such special meeting and not later than the Close of Business on the later of the 90th day prior to suchspecial meeting or the tenth day following the day on which a Public Announcement is first made of the date of the special meeting and of the nomineesproposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or theannouncement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Noticesdelivered pursuant to this Section 11(c) of ARTICLE II will be deemed received on any given day if received prior to the Close of Business on such day(and otherwise on the next succeeding day). To be in proper written form, such stockholder’s notice shall set forth all of the information required by, andotherwise be in compliance with, Section 11(b)(iii) of this ARTICLE II. In addition, any stockholder who submits a notice pursuant to this Section 11(c) ofARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(d) of this ARTICLEII and shall comply with Section 11(f) of this ARTICLE II.

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(d) Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business or nomination for

election pursuant to this Section 11 of ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, so that theinformation provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled tonotice of the meeting of stockholders and as of the date that is ten (10) Business Days prior to such meeting of the stockholders or any adjournment orpostponement thereof, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later thanthe Close of Business on the fifth Business Day after the record date for the meeting of stockholders (in the case of the update and supplement required tobe made as of the record date), and not later than the Close of Business on the eighth Business Day prior to the date for the meeting of stockholders or anyadjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) Business Days prior to the meeting ofstockholders or any adjournment or postponement thereof).

(e) Definitions. For purposes of this Section 11 of ARTICLE II, the term:

(i) “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking

institutions in Minneapolis, MN or New York, NY are authorized or obligated by law or executive order to close; (ii) “Close of Business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation, and if an

applicable deadline falls on the Close of Business on a day that is not a Business Day, then the applicable deadline shall be deemed to bethe Close of Business on the immediately preceding Business Day;

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(iii) “Derivative Positions” means, with respect to a stockholder or any Stockholder Associated Person, any derivative positions

including, without limitation, any short position, profits interest, option, warrant, convertible security, stock appreciation right, or similarright with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares ofthe Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether ornot such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwiseand any performance-related fees to which such stockholder or any Stockholder Associated Person is entitled based, directly or indirectly,on any increase or decrease in the value of shares of capital stock of the Corporation;

(iv) “Hedging Transaction” means, with respect to a stockholder or any Stockholder Associated Person, any hedging or other

transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, theeffect or intent of which is to increase or decrease the voting power or economic or pecuniary interest of such stockholder or anyStockholder Associated Person with respect to the Corporation’s securities;

(v) “Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press,

Business Wire, PR Newswire or comparable news service or in a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act; and

(vi) “Stockholder Associated Person” of any stockholder means (A) any person controlling, directly or indirectly, or acting in

concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by suchstockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder AssociatedPerson. (f) Submission of Questionnaire, Representation and Agreement. To be qualified to be a nominee for election or re-election as a director

of the Corporation, a person must deliver (in the case of a person nominated by a stockholder in accordance with Sections 11(b) or 11(c) of this ARTICLEII, in accordance with the time periods prescribed for delivery of notice under such sections) to the Secretary at the principal executive offices of theCorporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity onwhose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of recordidentified by name within five Business Days of such written request) and a written representation and agreement (in the form provided by the Secretaryupon written request of any stockholder of record identified by name within five Business Days of such written request) that such person (i) is not and willnot become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as tohow such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosedto the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of theCorporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement orunderstanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnificationin connection with service or action as a director that has not been disclosed therein and (iii) would be in compliance, and if elected as a director of theCorporation will comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and tradingpolicies and guidelines of the Corporation.

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(g) Update and Supplement of Nominee Information. The Corporation may also, as a condition to any such nomination or business being

deemed properly brought before an annual meeting, require any Stockholder Associated Person or proposed nominee to deliver to the Secretary, within fiveBusiness Days of any such request, such other information as may reasonably be requested by the Corporation, including such other information as may bereasonably required by the Board, in its sole discretion, to determine (A) the eligibility of such proposed nominee to serve as a director of the Corporation,(B) whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, Securities and ExchangeCommission and stock exchange rules or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and(C) such other information that the Board of Directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding ofthe independence, or lack thereof, of such nominee.

(h) Authority of Chair; General Provisions. Except as otherwise provided by applicable law, the Certificate of Incorporation or these

Bylaws, the chair of the meeting shall have the power and duty to determine whether any nomination or other business proposed to be brought before themeeting was made or brought in accordance with the procedures set forth in these Bylaws (including whether the stockholder or Stockholder AssociatedPerson, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case maybe, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 11(a)(iii)(G) or Section 11(b)(iii)(G), as applicable, of these Bylaws) and, if any nomination or other business is not made or brought in compliance with theseBylaws, to declare that such nomination or proposal of other business be disregarded and not acted upon. Notwithstanding the foregoing provisions of thisSection 11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or specialmeeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed businessshall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 11, tobe considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must beauthorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at themeeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronictransmission, at the meeting of stockholders.

(i) Compliance with Exchange Act. Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all

applicable requirements of the Exchange Act and the rules, regulations and schedules promulgated thereunder with respect to the matters set forth in theseBylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules, regulations and schedules promulgated thereunder are notintended to and shall not limit the requirements applicable to any nomination or other business to be considered pursuant to Section 11 of this ARTICLE II.

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(j) Effect on Other Rights. Nothing in these Bylaws shall be deemed to (A) affect any rights of the stockholders to request inclusion of

proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (B) confer upon any stockholder a right to have a nomineeor any proposed business included in the Corporation’s proxy statement, except as set forth in the Certificate of Incorporation or these Bylaws, (C) affectany rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or (D)limit the exercise, the method or timing of the exercise of, the rights of any person granted by the Corporation to nominate directors (including pursuant tothat Director Nomination Agreement, dated as of on or about July 24, 2020 (as amended and/or restated or supplemented from time to time, the“Nomination Agreement”), by and among the Corporation and the investors named therein, which rights may be exercised without compliance with theprovisions of this Section 11 of ARTICLE II.

Section 12. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any

meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon whichthe resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days nor less than 10 days beforethe date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote atsuch meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be thedate for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of orto vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, atthe close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or tovote 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 datefor the adjourned meeting in conformity herewith; and in such case shall also fix as the record date for stockholders entitled to notice of such adjournedmeeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of thisSection 12 at the adjourned meeting.

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Section 13. Action by Stockholders Without a Meeting. So long as stockholders of the Corporation have the right to act by written consent in

accordance with Section 1 of ARTICLE EIGHT of the Certificate of Incorporation, the following provisions shall apply: (a) Record Date. For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting as

may be permitted by the Certificate of Incorporation or the certificate of designation relating to any outstanding class or series of preferred stock, the Boardof Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board ofDirectors, and which record date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date on which theresolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take actionby written consent shall, by written notice delivered to the Secretary at the Corporation’s principal place of business during regular business hours, requestthat the Board of Directors fix a record date, which notice shall include the text of any proposed resolutions. Notices delivered pursuant to Section 13(a) ofthis ARTICLE II will be deemed received on any given day only if received prior to the close of business on such day (and otherwise shall be deemedreceived on the next succeeding business day). The Board of Directors shall promptly, but in all events within ten (10) days after the date on which suchwritten notice is properly delivered to and deemed received by the Secretary, adopt a resolution fixing the record date (unless a record date has previouslybeen fixed by the Board of Directors pursuant to the first sentence of this Section 13(a)). If no record date has been fixed by the Board of Directorspursuant to this Section 13(a) or otherwise within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required pursuant to applicable law,shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to betaken is delivered to the Corporation pursuant to Section 13(b); provided, however, that if prior action by the Board of Directors is required by applicablelaw, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall in such an event be at the closeof business on the day on which the Board of Directors adopts the resolution taking such prior action.

(b) Generally. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a

sufficient number of stockholders to take such action are delivered to the Corporation, in the manner required by this Section 13, within sixty (60) (or themaximum number permitted by applicable law) days of the date of the earliest dated consent delivered to the Corporation in the manner required byapplicable law. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holderby or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon whichthe person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall beinserted in the minute book as if it were the minutes of a meeting of stockholders. Prompt notice of the taking of the corporate action without a meeting byless than unanimous written consent shall be given by the Corporation (at its expense) to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date thatwritten consent signed by a sufficient number of holders to take the action were delivered to the Corporation.

Section 14. Conduct of Meetings.

(a) Generally. Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in the Chair’s absence or disability, by

the Chief Executive Officer, or in the Chief Executive Officer’s absence or disability, by the President, or in the President’s absence or disability, by a VicePresident (in the order as determined by the Board of Directors), or in the absence or disability of the foregoing persons by a chair designated by the Boardof Directors, or in the absence or disability of such person, by a chair chosen at the meeting. The Secretary shall act as secretary of the meeting, but in theSecretary’s absence or disability the chair of the meeting may appoint any person to act as secretary of the meeting.

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(b) Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and procedures for the

conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as itmay deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at ameeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chair of any meeting ofstockholders 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 chair,are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by thechair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules andprocedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting tostockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine;(iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments byparticipants; and (vi) restrictions on the use of mobile phones, audio or video recording devices and similar devices at the meeting. The chair of the meetingof stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determineand declare to the meeting that a nomination or matter or business was not properly brought before the meeting and if such chair should so determine, suchchair shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unlessand to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordancewith the rules of parliamentary procedure. The chair of the meeting shall announce at the meeting when the polls for each matter to be voted upon at themeeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The chair ofthe meeting shall have the power, right and authority, for any or no reason, to convene, recess and/or adjourn any meeting of stockholders.

(c) Inspectors of Elections. The Corporation may, and to the extent required by law shall, in advance of any meeting of stockholders,

appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated asalternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chair of the meetingshall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of theCorporation. No person who is a candidate for an office at an election may serve as an inspector at such election. Each inspector, before entering upon thedischarge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the bestof such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result ofthe vote taken and of such other facts as may be required by law.

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ARTICLE IIIDIRECTORS

Section 1. General Powers. Except as otherwise provided in this Certificate of Incorporation, the business and affairs of the Corporation shall be

managed by or under the direction of the Board of Directors. Section 2. Annual Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after,

and at the same place as, the annual meeting of stockholders. In the event that the annual meeting of stockholders takes place telephonically or through anyother means by which the stockholders do not convene in any one location, the annual meeting of the Board of Directors shall be held at the principaloffices of the Corporation immediately after the annual meeting of the stockholders.

Section 3. Regular Meetings and Special Meetings. Regular meetings, other than the annual meeting, of the Board of Directors may be held

without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors and publicized among alldirectors. Special meetings of the Board of Directors may be called by (i) the Chair of the Board, if any, (ii) by the Secretary upon the written request of amajority of the directors then in office or (iii) if the Board of Directors then includes a director nominated or designated for nomination by GTCR, by anydirector nominated or designated for nomination by GTCR, and in each case shall be held at the place, if any, on the date and at the time as he, she or theyshall fix. Any and all business may be transacted at a special meeting of the Board of Directors.

Section 4. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these

Bylaws. Notice of each special meeting of the Board of Directors, and of each regular and annual meeting of the Board of Directors for which notice isrequired, shall be given by the Secretary as hereinafter provided in this Section 4. Such notice shall be state the date, time and place, if any, of the meeting.Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at least (a) twenty-four (24)hours before the meeting if by telephone or by being personally delivered or sent by overnight courier, telecopy, electronic transmission, email or similarmeans or (b) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to bedelivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronictransmission, email or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need bespecified in the notice or waiver of notice of such meeting.

Section 5. Waiver of Notice. Any director may waive notice of any meeting of directors by a writing signed by the director or by electronic

transmission. Any member of the Board of Directors or any committee thereof who is present at a meeting shall have waived notice of such meeting exceptwhen such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting isnot lawfully called or convened and does not further participate in the meeting. Such member shall be conclusively presumed to have assented to any actiontaken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the personacting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporationimmediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

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Section 6. Chair of the Board, Quorum, Required Vote and Adjournment. The Board of Directors may elect a Chair of the Board. Notwithstanding

the foregoing, for so long as GTCR beneficially owns in the aggregate (directly or indirectly) at least 30% or more of the voting power of the thenoutstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, the Chair of the Board of Directors may bedesignated by a majority of the directors nominated or designated for nomination by GTCR. The Chair of the Board must be a director and may be anofficer of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board of Directors, he or she shall perform all duties and haveall powers which are commonly incident to the position of Chair of the Board or which are delegated to him or her by the Board of Directors, preside at allmeetings of the stockholders and Board of Directors at which he or she is present and have such powers and perform such duties as the Board of Directorsmay from time to time prescribe. If the Chair of the Board is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the ChiefExecutive Officer is a director and is not also the Chair of the Board) shall preside at such meeting, and, if the Chief Executive Officer is not present at suchmeeting, a majority of the directors present at such meeting shall elect one of the directors present at the meeting to so preside. At all meetings of the Boardof Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, provided, however, that a quorum shallnever be less than one-third the total number of directors. Unless by express provision of an applicable law, the Certificate of Incorporation or these Bylawsa different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to timedetermine. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may, to the fullest extent permitted bylaw, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Committees. (a) The Board of Directors may designate one or more committees, including an executive committee, consisting of one or more of the directors of

the Corporation, and any committees required by the rules and regulations of such exchange as any securities of the Corporation are listed. The Board ofDirectors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meetingof the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the extent provided by theDGCL and in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors. Each such committee shall serveat the pleasure of the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors uponrequest.

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(b) Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as

may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, thepresence of at least a majority of the members of the committee shall be necessary to constitute a quorum. All matters shall be determined by a majorityvote of the members present at a meeting at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and thatmember’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or memberspresent at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 8. Action by Written Consent. Unless otherwise restricted by 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 members of the Board ofDirectors or such committee, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, the consent or consentsrelating thereto shall be filed with the minutes of proceedings of the board or committee in the same paper form or electronic form as the minutes aremaintained.

Section 9. Compensation. The Board of Directors shall have the authority to fix the compensation, including fees, reimbursement of expenses and

equity compensation, of directors for services to the Corporation in any capacity, including for attendance of meetings of the Board of Directors orparticipation on any committees. No such payment shall preclude any director from serving the Corporation in any other capacity and receivingcompensation therefor.

Section 10. Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of

Directors shall, in the performance of such member’s duties, be fully protected in relying in good faith upon records of the Corporation and upon suchinformation, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board ofDirectors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and whohas been selected with reasonable care by or on behalf of the Corporation.

Section 11. Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of

Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or othercommunications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitutepresence in person at a meeting.

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ARTICLE IVOFFICERS

Section 1. Number and Election. Subject to the authority of Chief Executive Officer to appoint officers as set forth in Section 11 of this ARTICLE

IV, the officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, a President, a Chief RevenueOfficer, a Chief Information Officer, one or more Vice Presidents, a Secretary, a Chief Financial Officer, a Treasurer and such other officers and assistantofficers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, theBoard of Directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Term of Office. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation

or removal as hereinafter provided. Section 3. Removal. Any officer or agent of the Corporation may be removed with or without cause by the Board of Directors, a duly authorized

committee thereof or by such officers as may be designated by a resolution of the Board of Directors, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Any officer appointed by the Chief Executive Officer in accordance with Section 11 of this ARTICLE IVmay also be removed by the Chief Executive Officer in his or her sole discretion.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by

the Board of Directors or the Chief Executive Officer in accordance with Section 11 of this ARTICLE IV. Section 5. Compensation. Compensation of all executive officers shall be approved by the Board of Directors or a duly authorized committee

thereof, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation. Section 6. Chief Executive Officer. The Chief Executive Officer shall have the powers and perform the duties incident to that position. The Chief

Executive Officer shall, in the absence of the Chair of the Board, or if a Chair of the Board shall not have been elected, preside at each meeting of (a) theBoard of Directors if the Chief Executive Officer is a director and (b) the stockholders. Subject to the powers of the Board of Directors and the Chair of theBoard, the Chief Executive Officer shall be in general and active charge of the entire business and affairs of the Corporation, and shall be its chief policymaking officer. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors orprovided in these Bylaws. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent of the Corporation. Whenever the President is unable to serve, by reason ofsickness, absence or otherwise, the Chief Executive Officer shall perform all the duties and responsibilities and exercise all the powers of the President.

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Section 7. The President. The President of the Corporation shall, subject to the powers of the Board of Directors, the Chair of the Board and the

Chief Executive Officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees.The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President is authorized to execute bonds,mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed andexecuted and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of theCorporation. The President shall, in the absence of the Chief Executive Officer, act with all of the powers and be subject to all of the restrictions of theChief Executive Officer. The President shall have such other powers and perform such other duties as may be prescribed by the Chair of the Board, theChief Executive Officer, the Board of Directors or as may be provided in these Bylaws or otherwise are incident to the position of President.

Section 8. Vice Presidents. The Vice President, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of

Directors or the Chair of the Board, shall, perform such duties and have such powers as the Board of Directors, the Chair of the Board, the Chief ExecutiveOfficer, the President or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position of Vice President. The VicePresidents may also be designated as Executive Vice Presidents or Senior Vice Presidents, as the Board of Directors may from time to time prescribe.

Section 9. The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors (other than executive sessions

thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensurethat his or her designee attends each such meeting to act in such capacity. Under the Board of Directors’ supervision, the Secretary shall give, or cause to begiven, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chair ofthe Board, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position ofSecretary; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix thecorporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary.The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.The Assistant Secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the Secretary, perform the dutiesand exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chair of the Board,the Chief Executive Officer, the President, or Secretary may, from time to time, prescribe.

Section 10. The Chief Financial Officer and the Treasurer. The Chief Financial Officer shall have the custody of the corporate funds and

securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation as shall be necessary or desirable inaccordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the creditof the Corporation as may be ordered by the Chair of the Board or the Board of Directors; shall receive, and give receipts for, moneys due and payable tothe Corporation from any source whatsoever; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized,taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires,an account of the financial condition and operations of the Corporation; shall have such powers and perform such duties as the Board of Directors, theChair of the Board, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe or which otherwise are incident to theposition of Chief Financial Officer. The Treasurer, if any, shall in the absence or disability of the chief financial officer, perform the duties and exercise thepowers of the Chief Financial Officer, subject to the power of the board of directors. The Treasurer, if any, shall perform such other duties and have suchother powers as the board of directors may, from time to time, prescribe.

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Section 11. Appointed Officers. In addition to officers designated by the Board in accordance with this ARTICLE IV, the Chief Executive Officer

shall have the authority to appoint other officers below the level of Board-appointed Vice President as the Chief Executive Officer may from time to timedeem expedient and may designate for such officers titles that appropriately reflect their positions and responsibilities. Such appointed officers shall havesuch powers and shall perform such duties as may be assigned to them by the Chief Executive Officer or the senior officer to whom they report, consistentwith corporate policies. An appointed officer shall serve until the earlier of such officer’s resignation or such officer’s removal by the Chief ExecutiveOfficer or the Board of Directors at any time, either with or without cause.

Section 12. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided

for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors and,to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Section 13. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other

security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require. Section 14. Delegation of Authority. The Board of Directors may by resolution delegate the powers and duties of such officer to any other officer

or to any director, or to any other person whom it may select.

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ARTICLE V

CERTIFICATES OF STOCK Section 1. Form. The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by

resolution that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares representedby a certificate until such certificate is surrendered to the Corporation. If shares are represented by certificates, the certificates shall be in such form asrequired by applicable law and as determined by the Board of Directors. Each certificate shall certify the number of shares owned by such holder in theCorporation and shall be signed by, or in the name of the Corporation by two authorized officers of the Corporation including, but not limited to, the Chairof the Board (if an officer), the President, a Vice President, the Treasurer, the Secretary and an Assistant Secretary of the Corporation. Any or all signatureson the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have beenused on, any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether because of death, resignationor otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless be issued as thoughthe person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to besuch officer, transfer agent or registrar of the Corporation at the date of issue. All certificates for shares shall be consecutively numbered or otherwiseidentified. The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as itstransfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation. The Corporation, or its designatedtransfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the Corporation, containing the name of eachholder of record, together with such holder’s address and the number and class or series of shares held by such holder and the date of issue. When sharesare represented by certificates, the Corporation shall issue and deliver to each holder to whom such shares have been issued or transferred, certificatesrepresenting the shares owned by such holder, and shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holderof record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its designated transfer agent or other agent ofthe certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement,transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event,it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record thetransaction on its books. When shares are not represented by certificates, shares of stock of the Corporation shall only be transferred on the books of theCorporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity of such transfer,authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps, and within areasonable time after the issuance or transfer of such shares, the Corporation shall, if required by applicable law, send the holder to whom such shares havebeen issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the Certificate ofIncorporation, Bylaws or any other instrument, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holdersof certificates representing stock of the same class and series shall be identical.

Section 2. Lost Certificates. The Corporation may issue or direct a new certificate or certificates or uncertificated shares to be issued in place of

any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that factby the owner of the lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or certificates or uncertificated shares, theCorporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate orcertificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct, sufficient to indemnify the Corporation againstany claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such newcertificate or uncertificated shares.

Section 3. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the

owner of shares of stock to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except asotherwise required by applicable law. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares ofstock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

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Section 4. Fixing a Record Date for Purposes Other Than Stockholder Meetings or Actions by Written Consent. In order that the Corporation may

determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action (other than stockholdermeetings and stockholder written consents which are expressly governed by Sections 12 and 13 of ARTICLE II hereof), the Board of Directors may fix arecord date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be notmore than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS Section 1. Dividends. Subject to and in accordance with applicable law, the Certificate of Incorporation and any certificate of designation relating

to any series of preferred stock, dividends upon the shares of capital stock of the Corporation may be declared and paid by the Board of Directors, inaccordance with applicable law. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, subject to the provisions ofapplicable law and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation availablefor dividends a reserve or reserves for any proper purpose. The Board of Directors may modify or abolish any such reserves in the manner in which theywere created.

Section 2. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed,

endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board ofDirectors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 3. Contracts. In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the Board of Directors may

authorize any officer or officers, or any agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds,bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Section 5. Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed

thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressedor affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this Section.

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Section 6. Voting Securities Owned By Corporation. Voting securities in any other corporation or entity held by the Corporation shall be voted by

the Chair of the Board, Chief Executive Officer, the President or the Chief Financial Officer, unless the Board of Directors specifically confers authority tovote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized tovote securities shall have the power to appoint proxies, with general power of substitution.

Section 7. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws and

subject to applicable law, facsimile signatures of any officer or officers of the Corporation may be used. Section 8. Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect

in limiting or otherwise construing any provision herein. Section 9. Inconsistent Provisions. In the event that any provision (or part thereof) of these Bylaws is or becomes inconsistent with any provision

of the Certificate of Incorporation, the DGCL, any other applicable law or the Nomination Agreement, the provision (or part thereof) of these Bylaws shallbe deemed to have been revised to conform to the applicable provision of the Certificate of Incorporation, the DGCL, other applicable law or theNomination Agreement, as the case may be, the applicable provisions of which shall be deemed incorporated herein by reference, so as to eliminate anysuch inconsistency.

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ARTICLE VII

INDEMNIFICATION Section 1. Right to Indemnification and Advancement. Each person who was or is made a party or is threatened to be made a party to or is

otherwise involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal,administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director orofficer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of apartnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of suchproceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnifiedand held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of anysuch amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto),against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the EmployeeRetirement Income Security Act of 1974, as amended from time to time (“ERISA”) and any other penalties and amounts paid or to be paid in settlement)reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased tobe a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that,except as provided in this Section 2 of this ARTICLE VII with respect to proceedings to enforce rights to indemnification and advance of expenses (asdefined below), the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only ifsuch proceeding (or part thereof) was authorized in the specific case by the Board of Directors of the Corporation. The rights to indemnification andadvance of expenses conferred in this Section 1 of ARTICLE VII shall be contract rights. In addition to the right to indemnification conferred herein, anindemnitee shall also have the right, to the fullest extent not prohibited by law, to be paid by the Corporation the expenses incurred in defending any suchproceeding in advance of its final disposition (an “advance of expenses”); provided, however, that if and to the extent that the DGCL requires, an advanceof expenses shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay allamounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) thatsuch indemnitee is not entitled to be indemnified for such expenses under this Section 1 or otherwise. The Corporation may also, by action of its Board ofDirectors, provide indemnification and advancement to employees and agents of the Corporation. Any reference to an officer of the Corporation in thisARTICLE VII shall be deemed to refer exclusively to the Chair of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer ofthe Corporation appointed pursuant to ARTICLE IV, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporationappointed by the Board of Directors pursuant to ARTICLE IV of these By-laws, and any reference to an officer of any other enterprise shall be deemed torefer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate ofincorporation and bylaws or equivalent organizational documents of such other enterprise. The fact that any person who is or was an employee of theCorporation or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title that could be construed tosuggest or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not result in such person being constituted as,or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this ARTICLE VII.

Section 2. Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Section 2 of

ARTICLE VII shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days, provided that thedirector or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), upon the written request of the indemnitee. Ifthe Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is notmade within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the indemnitee has delivered the undertakingcontemplated by Section 1 of this ARTICLE VII if required), the right to indemnification or advances as granted by this ARTICLE VII shall be enforceableby the indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or herright to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by applicablelaw. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking requiredpursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the applicable standard of conductwhich make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proof shall be on theCorporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independentlegal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper inthe circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation(including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall bea defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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Section 3. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has

agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,partner, member, trustee, administrator, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or otherenterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her statusas such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 4. Service for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another

corporation, partnership, limited liability company, joint venture, trust or other enterprise, at least 50% of whose equity interests are owned by theCorporation (a “subsidiary” for purposes of this ARTICLE VII) shall be conclusively presumed to be serving in such capacity at the request of theCorporation.

Section 5. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who,

while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed tohave relied on the rights to indemnity, advance of expenses and other rights contained in this ARTICLE VII in entering into or continuing such service. Tothe fullest extent permitted by law, the rights to indemnification and to the advance of expenses conferred in this ARTICLE VII shall apply to claims madeagainst an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. Any amendment,alteration or repeal of this ARTICLE VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit,eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that tookplace prior to such amendment or repeal.

Section 6. Non-Exclusivity of Rights; Continuation of Rights of Indemnification. The rights to indemnification and to the advance of expenses

conferred in this ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate ofIncorporation or under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under thisARTICLE VII shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in suchcapacity at any time while this ARTICLE VII is in effect. Any repeal or modification of this ARTICLE VII or repeal or modification of relevant provisionsof the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such director orofficer or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or factsoccurring prior to the final adoption of such repeal or modification.

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Section 7. Merger or Consolidation. For purposes of this ARTICLE VII, 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 existencehad continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was adirector, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE VII withrespect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 8. Savings Clause. To the fullest extent permitted by law, if this ARTICLE VII or any portion hereof shall be invalidated on any ground by

any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnificationunder Section 1 of this ARTICLE VII as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISAexcise taxes and penalties and any other penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such personand for which indemnification and advancement of expenses is available to such person pursuant to this ARTICLE VII to the fullest extent permitted byany applicable portion of this ARTICLE VII that shall not have been invalidated.

ARTICLE VIII

AMENDMENTS These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Section 1 of ARTICLE ELEVEN of

the Certificate of Incorporation.

* * * * *

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Exhibit 10.1

FINTECH ACQUISITION CORP. III PARENT CORP.REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 16, 2020 among FinTech Acquisition Corp.

III Parent Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Ultra Investors”(collectively, the “Ultra Investors”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the“Sponsor Investors”) and each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor”(collectively, the “Other Investors” and, together with the Ultra Investors and the Sponsor Investors, the “Investors”). Except as otherwise specified herein,all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

In consideration of the mutual covenants contained herein 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 Demand Registrations. (a) Requests for Registration. At any time and from time to time, the Ultra Investors may request registration under the Securities Act of

all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on Form S-3or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requested registration, a “Demand Registration”). TheSponsor Investors may request one (1) Short-Form Registration at any point after twelve (12) months from the consummation of the transactionscontemplated by the Merger Agreement (as defined below). The Ultra Investors or Sponsor Investors (collectively or individually, the “RequestingInvestors”) may request that any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and (if the Companyis a WKSI at the time any such request is submitted to the Company or will become one by the time of the filing of such Shelf Registration) that such ShelfRegistration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”).Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by therequesting Holders and (if known) the intended method of distribution. The Ultra Investors will be entitled to request an unlimited number of DemandRegistrations and the Sponsor Investors will be entitled to request only one (1) Short-Form Registration. The Company will pay all Registration Expenses,whether or not any such registration is consummated.

(b) Notice to Other Investors. Within four (4) Business Days after receipt of any such request, the Company will give written notice of

the Demand Registration to all other Holders and, subject to the terms of Section 1(f), will include in such Demand Registration (and in all relatedregistrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company hasreceived written requests for inclusion therein within ten (10) days after the receipt of the Company’s notice; provided that, with the written consent of theapplicable Requesting Investor, the Company may, or at the written request of the applicable Requesting Investors, the Company shall, instead providenotice of the Demand Registration to all Other Investors within three (3) Business Days following the non-confidential filing of the registration statementwith respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement.

(c) Form of Registrations. All Long-Form Registrations will be underwritten registrations unless otherwise approved by the Ultra

Investors. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form unless otherwiserequested by the applicable Requesting Investors.

(d) Automatic Filing of Shelf After Closing. As promptly as reasonably practicable following the consummation of the transactions (the

“Transactions”) contemplated by the certain Agreement and Plan of Merger, dated as of August 3, 2020, by and among GTCR-Ultra Holdings, LLC,GTCR-Ultra Holdings II, LLC, FinTech III Merger Sub Corp., Fintech Acquisition Corp. III (“FinTech”), the Company, GTCR/Ultra Blocker, Inc., andGTCR Fund XI/C LP (as amended, the “Merger Agreement”), the Company shall (x) prepare and file with (or confidentially submit to) the SEC a ShelfRegistration Statement (as defined below) that covers all Registrable Securities then held by the Holders for an offering to be made on a delayed orcontinuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto in accordance with the methods of distribution elected by theUltra Investors and set forth in the Shelf Registration Statement (as defined below) as permitted by this Agreement; provided that if the Company is noteligible to use a Shelf Registration Statement on Form S-3 or any successor form, it shall prepare and file with (or confidentially submit to) the SEC a ShelfRegistration Statement on Form S-1 or any successor form, use commercially reasonable best efforts and act in good faith to cause the Shelf RegistrationStatement to be declared effective by the SEC as soon as practicable thereafter and file or confidentially submit any amendments or supplements to suchShelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective and to comply with the provisions of the SecuritiesAct with respect to the disposition of all Registrable Securities subject thereto for a period ending on the earlier of three (3) years after the effective date ofsuch Shelf Registration Statement and the date on which all the Registrable Securities subject thereto are no longer Registrable Securities.

(e) Shelf Registrations.

(i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, theUltra Investors and the Sponsor Investors will have the right at any time or from time to time to elect to sell pursuant to an offering (including anunderwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If theapplicable Requesting Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the applicable Requesting Investorsmay deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the applicableRequesting Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event laterthan two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to allother Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and areotherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after theCompany’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of insuch Shelf Offering. The Company, subject to Section 1(f) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities withrespect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in anyevent within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(f), use its best efforts to consummate suchShelf Offering.

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(ii) If the applicable Requesting Investors desire to engage in an underwritten block trade or bought deal pursuant to a Shelf

Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing ShelfRegistration Statement) (each, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 1(e)(i), the applicableRequesting Investors may notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offeringis first anticipated to commence. The Company will promptly notify other Holders of such Underwritten Block Trade and such notified Holders(each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to theday such offering is to commence) (unless a longer period is agreed to by the applicable Requesting Investors), and the Company will asexpeditiously as possible use its best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days afterthe date it commences). Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the PotentialParticipant.

(iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any

Shelf Offering contemplated by this Section 1(e) shall be determined by the applicable Requesting Investors, and the Company shall use its bestefforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable. Any request by the SponsorInvestors to engage in a Shelf Offering or Underwritten Block Trade shall count for their one (1) Short-Form Registration pursuant to Section 1(a).

(iv) The Company will, at the request of the applicable Requesting Investors, file any prospectus supplement or any post-

effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by theapplicable Requesting Investors to effect such Shelf Offering.

(f) Priority on Demand Registrations and Shelf Offerings. The Company will not include in any Demand Registration any securities

which are not Registrable Securities without the prior written consent of the applicable Requesting Investors. If a Demand Registration or a Shelf Offeringis an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (ifpermitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities (if any),which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then theCompany will include in such offering (prior to the inclusion of any securities which are not Registrable Securities) the number of Investor RegistrableSecurities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respectiveParticipating Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Investor.

(g) Restrictions on Demand Registration and Shelf Offerings.

(i) The Company may postpone, for up to 60 days (or with the consent of the Ultra Investors, a longer period) from the date ofthe request (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of aprospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing writtennotice to the Holders if the following conditions are met: (A) the Company determines that the offer or sale of Registrable Securities wouldreasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any materialacquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization,reorganization, financing or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuantto the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicablelaw, and either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would havea material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Companyunable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the registrationstatement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, asapplicable. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Registration Statement pursuant to thisSection 1(g)(i) only twice in any twelve (12)-month period (for the avoidance of doubt, in addition to the Company’s rights and obligations underSection 4(a)(vi)) unless additional delays or suspensions are approved by the Ultra Investors.

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(ii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in Section

1(g)(i) above or pursuant to Section 4(a)(vi) (a “Suspension Event”), the Company will give a notice to the Holders whose Registrable Securitiesare registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such noticemust state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect iscontinuing. Each Holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings)at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. A Holder mayrecommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further writtennotice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to theHolders promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period).

(h) Selection of Underwriters. The legal counsel to the Company, the investment banker(s) and manager(s) to administer any

underwritten offering in connection with any Demand Registration or Shelf Offering shall be selected by the applicable Requesting Investors. (i) Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the

Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into orexercisable for such securities, without the prior written consent of the Ultra Investors.

(j) Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the effective date of the registration statement relating to

a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, the applicable Requesting Investors who initiated such DemandRegistration or Shelf Offering may revoke or withdraw such notice of a Demand Registration or Shelf Offering Notice on behalf of all Holdersparticipating in such Demand Registration or Shelf Offering without liability to such Holders (including, for the avoidance of doubt, the other ParticipatingRequesting Investors), in each case by providing written notice to the Company.

(k) Confidentiality. Each Holder agrees to treat as confidential the receipt of any notice hereunder (including notice of a Demand

Registration, a Shelf Offering Notice and a Suspension Notice) and the information contained therein, and not to disclose or use the information containedin any such notice (or the existence thereof) without the prior written consent of the Company until such time as the information contained therein is orbecomes available to the public generally (other than as a result of disclosure by such Holder in breach of the terms of this Agreement).

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Section 2 Piggyback Registrations. (a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (including

primary and secondary registrations, and other than pursuant to an Excluded Registration) (a “Piggyback Registration”), the Company will give promptwritten notice (and in any event within three (3) Business Days after the public filing of the registration statement relating to the Piggyback Registration) toall Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 2(b) and Section 2(c), will include in such PiggybackRegistration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect towhich the Company has received written requests for inclusion therein within ten (10) days after delivery of the Company’s notice. Any Participating UltraInvestors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registrationstatement becoming effective.

(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and

the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registrationexceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method ofdistribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, any otherInvestor Registrable Securities requested to be included in such registration by any other Investor which, in the opinion of the underwriters, can be soldwithout any such adverse effect, pro rata among such Investors on the basis of the number of Registrable Securities owned by each such Investor, and (iii)third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

(c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the

Company’s equity securities (other than pursuant to Section 1 hereof), and the managing underwriters advise the Company in writing that in their opinionthe number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting themarketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securitiesrequested to be included therein by the holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any suchadverse effect, (ii) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the Participating Investorsholding such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such Participating Investorswhich, in the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, other securities requested to be included in suchregistration which, in the opinion of the underwriters, can be sold without any such adverse effect.

(d) Right to Terminate Registration. The Company will have the right to terminate or withdraw any registration initiated by it under this

Section 2, whether or not any holder of Registrable Securities has elected to include securities in such registration. (e) Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the legal counsel for the Company, the

investment banker(s) and manager(s) for the offering shall be selected by the Company.

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Section 3 Stockholder Lock-Up Agreements and Company Holdback Agreement. (a) Stockholder Lock-up Agreements. In connection with any underwritten Public Offering, each Holder will enter into any customary

lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions asmay be approved by the Ultra Investors; provided, that, with respect to the Wellington Transferees, such lock-up shall only govern the Wellington Sharesand shall not govern any other Securities or Other Securities (as defined below) owned by a Wellington Transferee. Without limiting the generality of theforegoing, each Holder hereby agrees that in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwrittenPublic Offering, not to (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equitysecurities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with therules and regulations of the SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable forSecurities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter intoany swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or OtherSecurities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a“Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives noticeto the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the “pricing” of such offering and continuing tothe date that is 90 days following the date of the final prospectus in the case of any other such underwritten Public Offering (such period, or such shorterperiod as agreed to by the managing underwriters, a “Holdback Period”), in each case with such modifications and exceptions as may be approved by theUltra Investors. The Company may impose stop-transfer instructions with respect to any Securities or Other Securities subject to the restrictions set forth inthis Section 3(a) until the end of such Holdback Period. Notwithstanding the foregoing, a Wellington Transferee shall not be subject to the Holdback Periodin connection with an underwritten Public Offering unless such Wellington Transferee is participating therein.

(b) Company Holdback Agreement. The Company (i) will not file any registration statement for a Public Offering or cause any such

registration statement to become effective, or effect any public sale or distribution of its Securities or Other Securities during any Holdback Period (otherthan as part of such underwritten Public Offering, or a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or(y) shall become effective upon the conversion, exchange or exercise of any then outstanding Other Securities) and (ii) will cause each Holder (subject toSection 3(a) with respect to the Wellington Transferees) and each of the Company’s directors and executive officers and the directors and executive officersof each of the Company’s subsidiaries to agree not to effect any Sale Transaction during any Holdback Period, except as part of such underwrittenregistration (if otherwise permitted), unless approved in writing by the Ultra Investors and the underwriters managing the Public Offering and to enter intoany lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptionsas may be approved by the Ultra Investors.

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Section 4 Registration Procedures. (a) Company Obligations. If and whenever the Company is required by the provisions of this Agreement to effect or cause the

registration of and/or participate in any offering or sale of any Registrable Securities under the Securities Act as provided in this Agreement, the Companywill use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof,and pursuant thereto the Company will as expeditiously as possible:

(i) prepare and file with (or submit confidentially to) the SEC a registration statement, and all amendments and supplements

thereto and related prospectuses, with respect to such Registrable Securities and use its best efforts to cause such registration statement to becomeeffective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing orconfidentially submitting a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to thecounsel selected by the Ultra Investors covered by such registration statement copies of all such documents proposed to be filed or submitted,which documents will be subject to the review and comment of such counsel);

(ii) notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration

statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to thesuspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for suchpurpose, and (C) the effectiveness of each registration statement filed hereunder;

(iii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in

connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered bysuch registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in suchregistration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registrationstatement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is requiredby law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of theSecurities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with theintended methods of disposition by the sellers thereof set forth in such registration statement;

(iv) furnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of

copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (includingeach preliminary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment andsupplement thereto, each Free Writing Prospectus and such other documents as such seller or underwriter, if any, may reasonably request in orderto facilitate the disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with allapplicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminaryprospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, inconnection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);

(v) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such

jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enablesuch seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company willnot be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for thissubparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);

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(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time

when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectusrelating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or bluesky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment orsupplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto isrequired to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which theprospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make thestatements therein not misleading, and, subject to Section 1(g), if required by applicable law or to the extent requested by the Ultra Investors, theCompany will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to thepurchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessaryto make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwritingagreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;

(vii) (A) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar

securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality ofthe foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B)comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including withoutlimitation all corporate governance requirements;

(viii) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective

date of such registration statement; (ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form)

and take all such other actions as the Ultra Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the dispositionof such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “roadshows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization orreorganization);

(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale

pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial andother records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their duediligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply allinformation reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement andthe disposition of such Registrable Securities pursuant thereto;

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(xi) take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration, Piggyback

Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act tothe extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with therelated prospectus, prospectus supplement and related documents, will not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its

security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with thefirst day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy theprovisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person

of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language forinsertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should beincluded;

(xiv) use its best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the

issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the useof any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in anyjurisdiction, and in the event any such order is issued, use its best efforts to obtain promptly the withdrawal of such order;

(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate thedisposition of such Registrable Securities;

(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, if any, to facilitate

the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registrationstatement, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to bein such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;

(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or

business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if requiredfor purposes of marketing the offering in the view of the managing underwriter;

(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the

extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibitioninapplicable;

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(xix) cooperate with each Holder covered by the registration statement and each underwriter or agent, if any, participating in the

disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices,registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other nationalsecurities exchange on which the shares of Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations ofFINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;

(xx) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to

the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent publicaccountants in customary form and covering such matters of the type customarily covered by cold comfort letters;

(xxi) use its best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such

registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale inconnection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not beingsold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated suchdate, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering,to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negativeassurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in anunderwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting inthe sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering,to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary certificatesexecuted by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;

(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to

remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which suchAutomatic Shelf Registration Statement is required to remain effective;

(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration

Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; (xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year,

refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registrationstatement is required to be kept effective; and

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(xxv) if requested by any Participating Investors, cooperate with such Participating Investors and with the managing underwriter

or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments andsupplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to permit any such recipientCharitable Organization to sell in the underwritten offering if it so elects.

(b) Officer Obligations. Each Holder that is an officer of the Company agrees that if and for so long as he or she is employed by the

Company or any Subsidiary thereof, he or she will participate fully in the sale process in a manner customary for persons in like positions and consistentwith his or her other duties with the Company, including the preparation of the registration statement and the preparation and presentation of any roadshows.

(c) Automatic Shelf Registration Statements. If the Company files any Automatic Shelf Registration Statement for the benefit of the

holders of any of its securities other than the Holders, and the Ultra Investors do not request that their Registrable Securities be included in such ShelfRegistration Statement, the Company agrees that, at the request of the Ultra Investors, it will include in such Automatic Shelf Registration Statement suchdisclosures as may be required by Rule 430B in order to ensure that the Ultra Investors may be added to such Shelf Registration Statement at a later timethrough the filing of a prospectus supplement rather than a post-effective amendment. If the Company has filed any Automatic Shelf Registration Statementfor the benefit of the holders of any of its securities other than the Holders, the Company shall, at the request of the Ultra Investors, file any post-effectiveamendments necessary to include therein all disclosure and language necessary to ensure that the holders of Registrable Securities may be added to suchShelf Registration Statement.

(d) Additional Information. The Company may require each seller of Registrable Securities as to which any registration is being effected

to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonablyrequest in writing, as a condition to such seller’s participation in such registration.

(e) In-Kind Distributions. If any Ultra Investors or the Sponsor Investors (and/or any of their Affiliates) seek to effectuate an in-kind

distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’sobligations under the Securities Act; provided, however, that if the Sponsor Investors effectuate an in-kind distribution of all or part of their RegistrableSecurities, the recipients of that distribution will be permitted to sign a Joinder as described in Section 8 to become Sponsor Investors and will be grantedthe right to Piggyback Registrations as described in Section 2. To the extent that the Sponsor Investors have not exercised their one (1) Short-FormRegistration, the recipients of the distribution who become Sponsor Investors by Joinder may act by majority consent of the Sponsor Investors to exercisethat demand right.

(f) Suspended Distributions. Each Person participating in a registration hereunder agrees that, upon receipt of any notice from the

Company of the happening of any event of the kind described in Section 1(g) or Section 4(a)(vi), such Person will immediately discontinue the dispositionof its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus ascontemplated by Section 4(a)(vi), subject to the Company’s compliance with its obligations under Section 4(a)(vi).

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(g) Other. To the extent that any of the Participating Investors are or may be deemed to be an “underwriter” of Registrable Securities

pursuant to any SEC comments or policies, the Company agrees that (i) the indemnification and contribution provisions contained in Section 6 shall beapplicable to the benefit of such Participating Investors in their role as an underwriter or deemed underwriter in addition to their capacity as a holder and(ii) such Participating Investors shall be entitled to conduct the due diligence which they would normally conduct in connection with an offering ofsecurities registered under the Securities Act, including without limitation receipt of customary opinions and comfort letters addressed to such ParticipatingInvestors.

Section 5 Registration Expenses. Except as expressly provided herein, all out-of-pocket expenses incurred by the Company or any Ultra Investors in connection with the

performance of or compliance with this Agreement and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whetheror not the same shall become effective, shall be paid by the Company, including, without limitation: (i) all registration and filing fees, and any other feesand expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with anysecurities or “blue sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses ofprinting certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printingprospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of all independent certified public accountants of the Company(including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance orsimilar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees andexpenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company arethen listed (or on which exchange the Registrable Securities are proposed to be listed), (vii) all applicable rating agency fees with respect to the RegistrableSecurities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all fees and disbursements of (1) one legal counsel for selling Holdersselected by the Ultra Investors together with any necessary local counsel as may be required by the Ultra Investors and (2) for the first registration ofRegistrable Securities hereunder that includes Registrable Securities of the Sponsors, one legal counsel for the Sponsors together with any necessary localcounsel as may be required by the Sponsors, not to exceed $75,000, (xi) any fees and disbursements of underwriters customarily paid by issuers or sellersof securities, (xii) all fees and expenses of any special experts or other Persons retained by the Company or the Ultra Investors in connection with anyRegistration (xiii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accountingduties) and (xiv) all expenses related to the “road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses arereferred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a DemandRegistration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to theRegistrable Securities sold for such Person’s account and all transfer taxes (if any) attributable to the sale of Registrable Securities.

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Section 6 Indemnification and Contribution. (a) By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to

time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirectequityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning ofthe Securities Act or the Exchange Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including withrespect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) causedby, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untruestatement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendmentthereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executedby or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualifyany securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact requiredto be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the SecuritiesAct or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to actionor inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse suchIndemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses.Notwithstanding the foregoing, the Company will not be liable in any such case to the extent that any such Losses result from, arise out of, are based upon,or relate to an untrue statement, or omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectusor any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished inwriting to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registrationstatement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number ofcopies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and eachPerson who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect tothe indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwrittenoffering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of suchIndemnified Party and shall survive the transfer of such securities by such seller.

(b) By Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the

Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement orprospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Personwho controls the Company (within the meaning of the Securities Act or the Exchange Act) against any Losses resulting from (as determined by a final andnon-appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement of material fact contained in the registration statement,prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein ornecessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information oraffidavit so furnished in writing by such Holder expressly for use therein; provided that the obligation to indemnify will be individual, not joint and several,for each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to suchregistration statement.

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(c) Claim Procedure. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of

any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will impair any Person’s right to indemnificationhereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflictof interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defenseof such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to anyliability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed).An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more thanone counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party aconflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, theconflicted indemnified parties will have a right to retain one separate counsel, chosen by the majority of the conflicted indemnified parties involved in theindemnification and approved by the Ultra Investors, at the expense of the indemnifying party.

(d) Contribution. If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to, or

is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any Loss referred to herein, then such indemnifyingparty will contribute to the amounts paid or payable by such indemnified party as a result of such Loss, (i) in such proportion as is appropriate to reflect therelative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissionswhich resulted in such Loss as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) of this Section 6(d) is notpermitted by applicable law, then in such proportion as is appropriate to reflect not only such relative fault but also the relative benefit of the Company onthe one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with thestatement or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided that the maximum amount ofliability in respect of such contribution will be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actuallyreceived by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of theindemnified party will be determined by reference to, among other things, whether the untrue (or, as applicable alleged) untrue statement of a material factor the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just orequitable if the contribution pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation that does nottake into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the Losses referred to herein will bedeemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against anyaction or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) willbe entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Release. No indemnifying party will, except with the consent of the indemnified party, consent to the entry of any judgment or enter

into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from allliability in respect to such claim or litigation.

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(f) Non-exclusive Remedy; Survival. The indemnification and contribution provided for under this Agreement will be in addition to any

other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract (and the Company and its Subsidiaries shallbe considered the indemnitors of first resort in all such circumstances to which this Section 6 applies) and will remain in full force and effect regardless ofany investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive thetransfer of Registrable Securities and the termination or expiration of this Agreement.

Section 7 Cooperation with Underwritten Offerings. No Person may participate in any underwritten registration hereunder unless such

Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitledhereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by theunderwriters; provided that no Holder will be required to sell more than the number of Registrable Securities such Holder has requested to include in suchregistration) and (ii) completes, executes and delivers all questionnaires, powers of attorney, stock powers, custody agreements, indemnities, underwritingagreements and other documents and agreements required under the terms of such underwriting arrangements or as may be reasonably requested by theCompany and the lead managing underwriter(s). To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3, Section 4and/or this Section 7, the respective rights and obligations created under such agreement will supersede the respective rights and obligations of the Holders,the Company and the underwriters created thereby with respect to such registration.

Section 8 Joinder; Additional Parties; Transfer of Registrable Securities. (a) Joinder. The Ultra Investors, Sponsor Investors (in the case of an in-kind distribution as described in Section 4(e) or pursuant to the

Wellington Agreements) or the Company (with the prior written consent of the Ultra Investors, other than in the case of an in-kind distribution as describedin Section 4(e)) may from time to time permit any Person who acquires Common Equity (or rights to acquire Common Equity) to become a party to thisAgreement and to be entitled to and be bound by all of the rights and obligations as a Holder by obtaining a Joinder. Upon the execution and delivery of anexecuted joinder to this Agreement from such Person in the form of Exhibit B attached hereto (a “Joinder”) by such Person, the Common Equity held bysuch Person shall be considered to have Registrable Securities, and such Person shall be deemed the category of Holder (i.e. Ultra Investors, SponsorInvestors or Other Investors), in each case as set forth on the signature page to such Joinder. For the avoidance of doubt, no Person shall be considered aHolder hereunder without execution of a Joinder and no assignment shall otherwise be permitted.

(b) Lock-Up.

(i) For purposes of this Agreement, the “Lock-Up Period” is the period commencing on the date hereof and continuing 180 daysthereafter; provided, that the Lock-Up Period shall terminate and the restrictions set forth in this Section 8(b) shall be of no further force and effectif at any time during such 180-day period the closing price of the Common Equity as quoted on Nasdaq is $12.00 per share (as adjusted for stocksplits, stock dividends, reorganizations, recapitalizations and the like) or greater for at least 20 out of 30 consecutive trading days.

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(ii) During the Lock-Up Period, no Holder shall enter into any sales transaction (including registered dispositions pursuant to

Section 1 or 2 hereof) with respect to, or otherwise transfer, any Common Equity or any options or warrants to purchase any Common Equity orany securities convertible into, exercisable for, exchangeable for or that represent the right to receive Common Equity, whether now owned orhereinafter acquired, owned directly by such Holder (including securities held as a custodian) or with respect to which the undersigned hasbeneficial ownership within the rules and regulations of the SEC, (collectively, the “Restricted Shares”); provided, that Restricted Shares (i) shallnot include any Common Equity obtained by a Holder through an open market transaction, other than pursuant to any hedging transactionsprecluded by the following sentence, and (ii) with respect to the Wellington Transferees, shall solely be the Wellington Shares. The foregoingrestriction is expressly agreed to preclude each Holder from engaging in any hedging or other transaction which is designed to or whichreasonably would be expected to lead to or result in a sale or disposition of the Restricted Shares even if such Restricted Shares would be disposedof by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of anyright (including any put or call option) with respect to any of the Restricted Shares of the applicable Holder or with respect to any security thatincludes, relates to, or derives any significant part of its value from such Restricted Shares.

(iii) Notwithstanding anything to the contrary set forth herein, a Holder (other than a Sponsor Investor) may engage in a transfer

with respect to Restricted Shares during the Lock-Up Period pursuant to any of clauses (1) through (5) below, while a Sponsor Investor mayengage in a transfer with respect to (A) Restricted Shares that constitute Cohen PIPE Shares during the Lock-Up Period only pursuant to clause (2)(B) or (5) below and (B) all other Restricted Shares to a Permitted Transferee (as defined in the Letter Agreement) so long as such PermittedTransferee signs a Joinder:

(1) as a bona fide gift or gifts (subject to the provisions of the last sentence of this Section 8(b));

(2) to any trust or entity wholly owned by one or more trusts for the direct or indirect benefit of (A) the Holder’s

stockholders, partners, members or beneficiaries and/or (B) the Holder and/or any individual related to suchHolder or to the beneficiaries of such Holder, by blood, marriage or adoption and not more remote than firstcousin (subject to the provisions of the last sentence of this Section 8(b)(iii));

(3) if a Holder is a corporation, limited liability company, partnership or trust, such Holder may transfer Restricted

Shares to any wholly-owned subsidiary thereof, or to the stockholders, partners, members or beneficiaries ofsuch Holder (subject to the provisions of the last sentence of this Section 8(b));

(4) to any Person following, or contemporaneously with, any sale transaction for value entered into by any

Investor holding Registrable Securities (excluding (i) any sale transaction of the type contemplated by clauses(1)-(3) above or (ii) any distribution effected pursuant to Section 4(e)) (a “Permitted Investor SaleTransaction”); or

(5) in connection with a sale of the Company.

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It shall be a condition to any Transfer of Restricted Shares pursuant to clauses (1), (2), (3) or (4) that the transferee execute and deliver aJoinder to this Agreement. For the avoidance of doubt, any such transferee so executing and delivering a Joinder shall thereupon bedeemed a Holder and shall have all the benefits and obligations of a Holder under this Agreement, including the registration rightsprovided in Sections 1 and 2.

(iv) Each Holder hereby represents and warrants that it now has, and for the duration of the Lock-Up Period will have, good andmarketable title to its Restricted Shares, free and clear of all liens, encumbrances, and claims that could impact the ability of such stockholder tocomply with the foregoing restrictions.

(c) Legend. Each certificate (if any) evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer

of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) will be stamped or otherwiseimprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ONTRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED ASOF _________ __, 20__ AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OFTHE COMPANY’S EQUITYHOLDERS, AS AMENDED. A COPY OF SUCH AGREEMENT WILL BEFURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTENREQUEST.”

The Company will imprint such legend on certificates evidencing Registrable Securities outstanding prior to the date hereof. The legend set forth abovewill be removed from the certificates evidencing any securities that have ceased to be Registrable Securities.

Section 9 General Provisions. (a) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or

waived only with the prior written consent of the Company and the Ultra Investors; provided that no such amendment, modification or waiver that wouldtreat a specific Holder or group of Holders of Registrable Securities (i.e., Other Investors) in a manner materially and adversely different than any otherHolder or group of Holders will be effective against such Holder or group of Holders without the consent of the holders of a majority of the RegistrableSecurities that are held by the group of Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce any of theprovisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such Person thereafter to enforceeach and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default by any Person in theperformance by that Person of his, her or its obligations under this Agreement will not be deemed to be a consent or waiver to or of any other breach ordefault in the performance by that Person of the same or any other obligations of that Person under this Agreement.

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(b) Remedies. The parties to this Agreement will be entitled to enforce their rights under this Agreement specifically (without posting a

bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing intheir favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be anadequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party will be entitled to seek specificperformance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order toenforce or prevent violation of the provisions of this Agreement.

(c) Severability. Whenever possible, each provision of this Agreement will 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, invalid, illegal or unenforceable in any respect under any applicablelaw or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of anyother provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement will be reformed, construed and enforced in suchjurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

(d) Entire Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among

the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by oramong the parties hereto, written or oral, which may have related to the subject matter hereof in any way, including (i) the Letter Agreement and (ii) theprior Registration Rights Agreement, dated November 15, 2018, by and among each of FinTech Acquisition Corp. III, a Delaware corporation, FinTechInvestor Holdings III, LLC, a Delaware limited liability company, FinTech Masala Advisors, LLC, a Delaware limited liability company, 3FIII, LLC, aDelaware limited liability company, Cantor Fitzgerald Co., a New York general partnership, and the other initial stockholders listed therein, which theparties hereto agree are each hereby terminated and of no further force or effect; provided, that, the Letter Agreement will remain in full force and effectand will not be superseded hereby with respect to any party thereto which is not a party to this Agreement, unless and until such person becomes a party tothis Agreement; provided further, that, the Sponsor Support Agreement will remain in full force and effect and will not be superseded hereby.

(e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit and be enforceable

by the Company and its successors and permitted assigns and the Holders (including, specifically, the Ultra Investors and the Sponsor Investors) and theirrespective successors and permitted assigns (whether so expressed or not).

(f) Notices. Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement will be in

writing and will be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile ifsent during normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient byreputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the recipient by first class mail, return receiptrequested. Such notices, demands and other communications will be sent to the Company at the address specified on the signature page hereto or anyJoinder and to any holder, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to thesending party. Any party may change such party’s address for receipt of notice by giving prior written notice of the change to the sending party as providedherein. The Company’s address is:

303 Perimeter Center North Suite 600Atlanta Georgia 30346Attn: Secretary

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With a copy to: Kirkland & Ellis LLPMark A. Fennell, P.C.300 North LaSalle,Chicago, IL 60654mfennell@kirkland.com Christopher Thomas, P.C.300 North LaSalle,Chicago, IL 60654christopher.thomas@kirkland.com Robert E. Goedert, P.C.300 North LaSalle,Chicago, IL 60654robert.goedert@kirkland.com (g) Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time

period will automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday. (h) Governing Law. The corporate law of the State of Delaware will govern all issues and questions concerning the relative rights of the

Company and its equityholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement andthe exhibits and schedules hereto will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to anychoice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the lawsof any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretationand construction of this Agreement (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis,the substantive law of some other jurisdiction would ordinarily apply.

(i) MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES

HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTYHERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANYWAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(j) CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE

NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, FOR THE PURPOSESOF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANYTRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANYPROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTHABOVE WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TOWHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY ANDUNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OFTHIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITEDSTATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY ANDUNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT ORPROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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(k) No Recourse. Notwithstanding anything to the contrary in this Agreement, the Company and each Holder agrees and acknowledges

that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, will be had against any current orfuture director, officer, employee, general or limited partner or member of any Holder or any Affiliate or assignee thereof, whether by the enforcement ofany assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed andacknowledged that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any current or future officer, agent oremployee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of anyHolder or of any Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered inconnection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(l) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not

constitute a part of this Agreement. The use of the word “including” in this Agreement will be by way of example rather than by limitation. (m) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to

express their mutual intent, and no rule of strict construction will be applied against any party. (n) Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more

than one party, but all such counterparts taken together will constitute one and the same agreement. (o) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in

connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by meansof a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail will be treated in allmanner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signedversion thereof delivered in person. No party hereto or to any such agreement or instrument will raise the use of a facsimile machine or electronic mail todeliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine orelectronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(p) Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder agrees to execute and

deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform theprovisions of this Agreement and the transactions contemplated hereby.

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(q) Dividends, Recapitalizations, Etc.. If at any time or from time to time there is any change in the capital structure of the Company by

way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any othermeans, appropriate adjustment will be made in the provisions hereof so that the rights and privileges granted hereby will continue.

(r) No Third-Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any Person not a

party hereto, and no such other Person shall have any right or cause of action hereunder, except as otherwise expressly provided herein. (s) Current Public Information. At all times after the Company has filed a registration statement with the SEC pursuant to the

requirements of either the Securities Act or the Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and theExchange Act and will take such further action as the Ultra Investors may reasonably request, all to the extent required to enable such Holders to sellRegistrable Securities pursuant to Rule 144.

* * * * *

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

FINTECH ACQUISITION CORP. III PARENT CORP By: /s/ James J. McEntee, III Name: /s/ James J. McEntee, III Its: President and Chief Financial Officer ULTRA INVESTORS: GTCR-ULTRA HOLDINGS, LLC By: /s/ Jeffrey Hack Name: Jeffrey Hack Its: Chief Executive Officer Address: [Signature Page to Registration Rights Agreement]

SPONSOR INVESTORS: FINTECH INVESTOR HOLDINGS III, LLC By: Cohen Sponsor Interests III, LLC, its manager By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Authorized Signatory Address: 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 3FIII, LLC By: Cohen Sponsor Interests III, LLC, its manager By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Authorized Signatory Address: 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 FINTECH MASALA ADVISORS, LLC By: Cohen Sponsor Interests III, LLC, its manager By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Authorized Signatory Address: 2929 Arch Street, Suite 1703 Philadelphia, PA 19104

[Signature Page to Registration Rights Agreement]

BETSY Z COHEN TRUST DATE 10/7/99 By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Trustee Address: 1845 Walnut Street, Suite 1111 Philadelphia PA 19103 EDWARD E COHEN TRUST DATE 10/7/99 By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Trustee Address: 1845 Walnut Street, Suite 1111 Philadelphia PA 19103 THE BETSY AND EDWARD COHEN 2012

GRANDCHILDREN TRUST DATED 5/22/2012 By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Trustee Address: 1845 Walnut Street, Suite 1111 Philadelphia PA 19103 THE 2019 GRANDCHILDREN’S TRUST DATED

6/26/2020 By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Trustee Address: 1845 Walnut Street, Suite 1111 Philadelphia PA 19103 [Signature Page to Registration Rights Agreement]

ARETE FOUNDATION By: /s/ Daniel G. Cohen Name: Daniel G. Cohen Its: Trustee Address: 1845 Walnut Street, Suite 1111 Philadelphia PA 19103 DGC FAMILY FINTECH TRUST By: /s/ Rafi Lickt Name: Rafi Licht Its: Trustee Address: 3 Columbus Circle, 24th Fl. New York, NY 10019 /s/ Daniel G. Cohen Name: Daniel G. Cohen Address: 3 Columbus Circle, 24th Fl. New York, NY 10019 /s/ Betsy Z. Cohen Name: Betsy Z. Cohen Address: 3 Columbus Circle, 24th Fl. New York, NY 10019 /s/ Mei-Mei Tuan Name: Mei-Mei Tuan Address: 55 Liberty Street New York, NY 10005 /s/ Pawneet Abramowski Name: Pawneet Abramowski Address: 22 Center Dr. Syosset, NY 11719 [Signature Page to Registration Rights Agreement]

/s/ Jan Hopkins Trachtman Name: Jan Hopkins Trachtman Address: 11 Riverside Dr. #9ew New York, NY 10024 /s/ Brittain Ezzes Name: Brittain Ezzes Address: P.O. Box 1067 Weston, CT 06883 /s/ Madelyn Antoncic Name: Madelyn Antoncic Address: CANTOR FITZGERALD & CO. By: /s/ Sage Kelly Name: Sage Kelly Its: Head of Investment Banking Address: 499 Park Ave. New York, NY 10022 [Signature Page to Registration Rights Agreement]

EXHIBIT A

DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below. “Affiliate” of any Person means any other Person controlled by, controlling or under common control with such Person and, in the case of

an individual, also includes any member of such individual’s Family Group. As used in this definition, “control” (including, with its correlative meanings,“controlling,” “controlled by” and “under common control with”) will mean possession, directly or indirectly, of power to direct or cause the direction ofmanagement or policies (whether through ownership of securities, by contract or otherwise).

“Agreement” has the meaning set forth in the recitals. “Automatic Shelf Registration Statement” has the meaning set forth in Section 1(a). “Business Day” means a day that is not a Saturday or Sunday or a day on which banks in New York City are authorized or requested by

law to close. “Charitable Gifting Event” means any transfer by a Ultra Investor, or any subsequent transfer by such holder’s members, partners or other

employees, in connection with a bona fide gift to any Charitable Organization on the date of, but prior to, the execution of the underwriting agreemententered into in connection with any underwritten offering.

“Charitable Organization” means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in

effect from time to time. “Cohen PIPE Shares” means shares of FinTech Class A common stock purchased by Daniel and Betsy Cohen, either directly or through

one or more affiliated family trusts, in a private placement completed as part of the Transactions and converted into Common Equity as part of theTransactions.

“Common Equity” means the Company’s common stock, par value $0.0001 per share. “Company” has the meaning set forth in the preamble and shall include its successor(s). “Demand Registrations” has the meaning set forth in Section 1(a). “End of Suspension Notice” has the meaning set forth in Section 1(g)(ii). “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force,

together with all rules and regulations promulgated thereunder. “Excluded Registration” means any registration (i) pursuant to a Demand Registration (which is addressed in Section 1(a)), or (ii) in

connection with registrations on Form S-4 or S-8 promulgated by the SEC or any successor or similar forms). “Family Group” means with respect to any individual, such individual’s current or former spouse, their respective parents, descendants of

such parents (whether natural or adopted) and the spouses of such descendants, any trust, limited partnership, corporation or limited liability companyestablished solely for the benefit of such individual or such individual’s current or former spouse, their respective parents, descendants of such parents(whether natural or adopted) or the spouses of such descendants.

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“FINRA” means the Financial Industry Regulatory Authority. “Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405. “Holdback Period” has the meaning set forth in Section 3(a). “Holder” means a holder of Registrable Securities who is a party to this Agreement (including by way of Joinder). “Indemnified Parties” has the meaning set forth in Section 6(a). “Investor Registrable Securities” means (i) any Common Equity held (directly or indirectly) by any Ultra Investor or any of its Affiliates,

(ii) any Common Equity received in respect of Sponsor Shares and held (directly or indirectly) by any Sponsor Investor (other than a WellingtonTransferee) or any of its Affiliates, (iii) any Common Equity received by a Wellington Transferee pursuant to the Wellington Agreements and held (directlyor indirectly) by any Wellington Transferee (the “Wellington Shares”), and (iv) any equity securities of the Company or any Subsidiary issued or issuablewith respect to the securities referred to in clauses (i), (ii) or (iii) above by way of dividend, distribution, split or combination of securities, or anyrecapitalization, merger, consolidation or other reorganization.

“Joinder” has the meaning set forth in Section 8(a). “Letter Agreement” means that certain letter agreement, dated as of November 15, 2018, as may be amended or restated from time to

time, by and among FinTech, Fintech Investor Holdings III, LLC, Fintech Masala Advisors, LLC, 3FIII, LLC, and the insiders listed on the signature pagesthereto.

“Long-Form Registrations” has the meaning set forth in Section 1(a). “Losses” has the meaning set forth in Section 6(c). “Other Investors” has the meaning set forth in the recitals. “Participating Investors” means any Investors participating in the request for a Demand Registration, Shelf Offering, Piggyback

Registration or Underwritten Block Trade. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a

joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. “Piggyback Registrations” has the meaning set forth in Section 2(a). “Public Offering” means any sale or distribution by the Company, one of its Subsidiaries and/or Holders to the public of Common Equity

or other securities convertible into or exchangeable for Common Equity pursuant to an offering registered under the Securities Act.

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“Registrable Securities” means Investor Registrable Securities. As to any particular Registrable Securities, such securities will cease to be

Registrable Securities (and may not thereafter become Registrable Securities) when they have been (a) sold or distributed pursuant to a Public Offering,(b) sold in compliance with Rule 144, or (c) repurchased by the Company or a Subsidiary of the Company. For purposes of this Agreement, a Person willbe deemed to be a holder of Registrable Securities, and the Registrable Securities will be deemed to be in existence, whenever such Person has the right toacquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, butdisregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person willbe entitled to exercise the rights of a holder of Registrable Securities hereunder (it being understood that a holder of Registrable Securities may only requestthat Registrable Securities in the form of Common Equity be registered pursuant to this Agreement). Notwithstanding the foregoing any RegistrableSecurities held by any Person (other than any Ultra Investors or their Affiliates) that may be sold under Rule 144(b)(1)(i) without limitation under any ofthe other requirements of Rule 144 will be deemed not to be Registrable Securities.

“Registration Expenses” has the meaning set forth in Section 5. “Rule 144”, “Rule 158”, “Rule 405”, “Rule 415”, “Rule 430B” and “Rule 462” mean, in each case, such rule promulgated under the

Securities Act (or any successor provision) by the SEC, as the same will be amended from time to time, or any successor rule then in force. “Sale Transaction” has the meaning set forth in Section 3(a). “SEC” means the United States Securities and Exchange Commission. “Securities” has the meaning set forth in Section 3(a). “Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together

with all rules and regulations promulgated thereunder. “Shelf Offering” has the meaning set forth in Section 1(e)(i). “Shelf Offering Notice” has the meaning set forth in Section 1(e)(i). “Shelf Registration” has the meaning set forth in Section 1(a). “Shelf Registrable Securities” has the meaning set forth in Section 1(e)(i). “Shelf Registration Statement” has the meaning set forth in Section 1(e). “Short-Form Registrations” has the meaning set forth in Section 1(a). “Sponsor Shares” has the meaning set forth in the Sponsor Support Agreement. “Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of August August 3, 2020, by and among the Sponsor

Investors, FinTech Acquisition Corp. III, GTCR-Ultra Holdings II, LLC, the Company and GTCR-Ultra Holdings, LLC, as amended or modified. “Subsidiary” means, with respect to the Company, any corporation, limited liability company, partnership, association or other business

entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) tovote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more ofthe other Subsidiaries of the Company or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, amajority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, bythe Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have amajority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated amajority of limited liability company, partnership, association or other business entity gains or losses or will be or control the managing director or generalpartner of such limited liability company, partnership, association or other business entity.

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“Suspension Event” has the meaning set forth in Section 1(g)(ii). “Suspension Notice” has the meaning set forth in Section 1(g)(ii). “Suspension Period” has the meaning set forth in Section 1(g)(i). “Ultra Investors” has the meaning set forth in the recitals. Any decision to be made under this Agreement by the Ultra Investors shall be

made by the Ultra Investors holding a majority of the Registrable Securities held by the Ultra Investors. “Violation” has the meaning set forth in Section 6(a). “Wellington Agreements” means (i) that certain Contingent Sale and Assignment of Economic Interest dated as of November 29, 2018

among Cohen Sponsor Interests III, LLC and the investors named therein and (ii) that certain Stock Purchase Agreement, dated as of the date hereof,among FinTech Masala Advisors, LLC, Cohen Sponsor Interests III, LLC and the investors named therein.

“Wellington Transferees” means those investors to whom Common Equity is transferred pursuant to the Wellington Agreements. “WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

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EXHIBIT B

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of

__________________, 2020 (as amended, modified and waived from time to time, the “Registration Agreement”), among ____________________, aDelaware corporation (the “Company”), and the other persons named as parties therein (including pursuant to other Joinders). Capitalized terms usedherein have the meaning set forth in the Registration Agreement.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to

comply with the provisions of, the Registration Agreement as a Holder in the same manner as if the undersigned were an original signatory to theRegistration Agreement, and the undersigned will be deemed for all purposes to be a Holder, a[n] [Ultra Investor //Sponsor Investor // Other Investorthereunder] and the undersigned’s ____ shares of Common Equity will be deemed for all purposes to be an Investor Registrable Securities under theRegistration Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of ____________, 2020.

Signature Print Name Address: Agreed and Accepted as of ________________, 2020: FINTECH ACQUISITION CORP. III PARENT CORP. By: Its:

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Exhibit 10.3

DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 16, 2020, by and among PayaHoldings Inc., a Delaware corporation (the “Company”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Paya Holdings”) and GTCRFund XI/B LP, a Delaware limited partnership and GTCR Fund XI/C LP, a Delaware limited partnership (collectively, “GTCR”). This Agreement shallbecome effective (the “Effective Date”) upon the consummation of the transactions (the “Closing”) contemplated by that certain agreement and plan ofmerger agreement (the “Merger Agreement”), dated as of August 3, 2020, by and among the Company, GTCR Fund XI/C LP, Paya Holdings, GTCR-UltraHoldings II, LLC, FinTech Acquisition Corp. III, FinTech III Merger Sub Corp. and GTCR/Ultra Blocker, Inc.

WHEREAS, following the Closing, GTCR, indirectly through Paya Holdings, will own a significant portion of the Company’s issued and

outstanding common stock, par value $0.001 per share (the “Common Stock”); WHEREAS, in consideration of GTCR and its affiliates participation in the transactions contemplated by the Merger Agreement, the Company

has agreed to permit GTCR to designate persons for nomination for election to the board of directors of the Company (the “Board”) following the EffectiveDate on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, each of the parties to this Agreement agrees as follows: 1. Board Nomination Rights.

(a) From the Effective Date, GTCR shall have the right, but not the obligation, to nominate to the Board a number of designees equal to the

product of (x) the Total Number of Directors multiplied by (y) the GTCR Ownership Percentage (the “Nominees”), rounded up to the nearest wholenumber (e.g., 1¼ Directors shall equate to 2 Directors); provided, that GTCR shall not have the right to nominate any directors at any time the GTCROwnership Percentage is less than 5%; provided, further, that in the event that the GTCR Ownership Percentage is less than 50% and rounding to thenearest whole number would result in GTCR having the right to nominate over 50% of the Total Number of Directors, GTCR shall instead have the right,but not the obligation, to nominate to the Board a number of Nominees equal to the product of (x) the Total Number of Directors multiplied by (y) theGTCR Ownership Percentage, rounded down to the nearest whole number. For purposes of calculating the number of directors that GTCR is entitled todesignate pursuant to the immediately preceding sentence, any such calculations shall be made after taking into account any increase in the Total Numberof Directors. In the event the Board is classified, the total number of Nominees GTCR shall be entitled to nominate in connection with any election ofdirectors shall equal the total number of Nominees GTCR is then entitled to nominate pursuant to this Section 1(a) minus the number of Nominees whoseterms do not expire at such meeting.

(b) In the event that GTCR has nominated less than the total number of designees GTCR shall be entitled to nominate pursuant to Section 1(a),

GTCR shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shalltake all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to(x) enable GTCR to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, orotherwise and (y) to designate such additional individuals nominated by GTCR to fill such newly created vacancies or to fill any other existing vacancies.

(c) The Company shall pay all reasonable out-of-pocket expenses incurred by each of the Nominees in connection with the performance of his or

her duties as a director and in connection with his or her attendance at any meeting of the Board in accordance with the Company’s policies and procedures. (d) Certain Defined Terms. “Affiliate” of any person shall mean any other person controlled by, controlling or under common control with such person; where “control”(including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) means possession, directly orindirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). “Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement,understanding, relationship or otherwise, to vote shares of capital stock of the Company. “Director” means any member of the Board. “GTCR Ownership Percentage” means, as of any date of determination, the total number of shares of Common Stock Beneficially Owned byGTCR and its Affiliates divided by the total number of shares of Common Stock Outstanding; for the avoidance of doubt, any shares required tobe voted for the Nominees pursuant to the Sponsor Support Agreement, dated as of August 3, 2020, by and among the Company, FinTechAcquisition Corp. III, GTCR-Ultra Holdings II, LLC, Paya Holdings and the stockholders party thereto shall be deemed to be beneficially ownedby GTCR for so long as such agreement shall remain in effect. “Total Number of Directors” means the total number of Directors comprising the Board. (e) No reduction in the number of shares of Common Stock that GTCR Beneficially Owns shall shorten the term of any incumbent director. At the

Effective Date, the Board shall be comprised of nine members and the initial Nominees shall be Jeffrey Hack, Aaron Cohen, KJ McConnell, Collin Roche,Anna May Trala, Stuart Yarbrough, Jim Bonetti, Mike Gordon and Christine Larsen.

(f) In the event that any Nominee shall cease to serve for any reason, GTCR shall be entitled to designate such person’s successor in accordancewith this Agreement (regardless of GTCR’s beneficial ownership in the Company at the time of such vacancy) and the Board shall promptly fill thevacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the director whom such designeereplaces.

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(g) If a Nominee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or

for other reason is unavailable or unable to serve on the Board, GTCR shall be entitled to designate promptly another nominee and the director position forwhich the original Nominee was nominated shall not be filled pending such designation.

(h) So long as GTCR has the right to nominate Nominees under Section 1(a) or any such Nominee is serving on the Board, the Company shall use

its reasonable best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to GTCR, and theCompany’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (each as may be further amended, supplemented orwaived in accordance with its terms, the “Organizational Documents”) shall at all times provide for indemnification, exculpation and advancement ofexpenses to the fullest extent permitted under applicable law.

(i) If the size of the Board is expanded, GTCR shall be entitled to nominate a number of Nominees to fill the newly created vacancies such that the

total number of Nominees serving on the Board following such expansion will be equal to that number of Nominees that GTCR would be entitled tonominate in accordance with Section 1(a) if such expansion occurred immediately prior to any meeting of the stockholders of the Company called withrespect to the election of members of the Board, and the Board shall appoint such Nominees to the Board.

(j) If at any time the Company is not a “controlled company” and is required by applicable law or the NASDAQ Stock Exchange (the “Exchange”)listing standards to have a majority of the Board comprised of “independent directors” (subject in each case to any applicable phase-in periods), GTCR’sNominees shall include a number of persons that qualify as “independent directors” under applicable law and the Exchange listing standards such that,together with any other “independent directors” then serving on the Board that are not Nominees, the Board is comprised of a majority of “independentdirectors.”

(k) At any time that GTCR shall have any nomination rights under this Section 1, the Company shall not take any action, including making or

recommending any amendment to the Organizational Documents that could reasonably be expected to adversely affect GTCR’s rights under thisAgreement, in each case without the prior written consent of GTCR.

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2. Company Obligations. The Company agrees to use its reasonable best efforts to ensure that prior to the date that GTCR and its Affiliates cease

to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nomineeto a particular class of directors is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors of suchclass; and (ii) each Nominee to a particular class of directors is included in the proxy statement prepared by management of the Company in connectionwith soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board of such class(each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent ofthe stockholders of the Company or the Board with respect to the election of members of the Board. GTCR will promptly report to the Company afterGTCR ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, suchthat the Company is informed of when this obligation terminates. The calculation of the number of Nominees that GTCR is entitled to nominate to theBoard’s Slate for any election of directors shall be based on the GTCR Ownership Percentage immediately prior to the mailing to stockholders of theDirector Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S.Securities and Exchange Commission). Unless GTCR notifies the Company otherwise prior to the mailing to stockholders of the Director Election ProxyStatement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board,and no further action shall be required of GTCR for the Board to include such Nominees on the Board’s Slate; provided, that, in the event GTCR is nolonger entitled to nominate the full number of Nominees then serving on the Board, GTCR shall provide advance written notice to the Company, of whichcurrently serving Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. Furthermore, the Company agreesthat at any time the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” forpurposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination.

3. Committees. From and after the Effective Date hereof until such time as GTCR and its Affiliates cease to Beneficially Own shares of Common

Stock representing at least 5% of the total voting power of the then outstanding Common Stock, GTCR shall have the right to designate a number ofmembers of each committee of the Board equal to the nearest whole number greater than the product obtained by multiplying the GTCR OwnershipPercentage by the number of positions, including any vacancies, on the applicable committee, provided that any such designee shall be a director and shallbe eligible to serve on the applicable committee under applicable law or listing standards of the Exchange, including any applicable independencerequirements (subject in each case to any applicable exceptions, including those for “controlled companies,” and any applicable phase-in periods). Anyadditional members shall be determined by the Board. Nominees designated to serve on a Board committee shall have the right to remain on suchcommittee until the next election of directors, regardless of the level of the GTCR Ownership Percentage following such designation. Unless GTCRnotifies the Company otherwise prior to the time the Board takes action to change the composition of a Board committee, and to the extent GTCR has therequisite GTCR Ownership Percentage for GTCR to nominate a Board committee member at the time the Board takes action to change the composition ofany such Board committee, any Nominee currently designated by GTCR to serve on a committee shall be presumed to be re-designated for suchcommittee.

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4. Amendment and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing

and is signed, in the case of an amendment, by the Company and GTCR, or in the case of a waiver, by the party against whom the waiver is to be effective.No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partialexercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereinprovided shall be cumulative and not exclusive of any rights or remedies provided by law. GTCR shall not be obligated to nominate all (or any) of theNominees it is entitled to nominate pursuant to this Agreement for any election of directors but the failure to do so shall not constitute a waiver of its rightshereunder with respect to future elections; provided, however, that in the event GTCR fails to nominate all (or any) of the Nominees it is entitled tonominate pursuant to this Agreement prior to the mailing to stockholders of the Director Election Proxy Statement relating to such election (or, if earlier,the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Nominating and GovernanceCommittee of the Board shall be entitled to nominate individuals in lieu of such Nominees for inclusion in the Board’s Slate and the applicable DirectorElection Proxy Statement with respect to the election for which such failure occurred and GTCR shall be deemed to have waived its rights hereunder withrespect to such election. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5. Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permittedsuccessors and assigns. Notwithstanding the foregoing, the Company may not assign any of its rights or obligations hereunder without the prior writtenconsent of GTCR. Except as otherwise expressly provided in Section 6, nothing herein contained shall confer or is intended to confer on any third party orentity that is not a party to this Agreement any rights under this Agreement.

6. Assignment. Upon written notice to the Company, GTCR may assign to any Affiliate of GTCR (other than a portfolio company) all of its rights

hereunder and, following such assignment, such assignee shall be deemed to be “GTCR” for all purposes hereunder. 7. Headings. Headings are for ease of reference only and shall not form a part of this Agreement.

8. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without giving effect

to the principles of conflicts of laws thereof. 9. Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this

Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, and each of theparties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waivesany objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within orwithout the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the addressreferred to in Section 16, together with written notice of such service to such party, shall be deemed effective service of process upon such party.

10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 11. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes

all prior agreements, understandings and negotiations, both written and oral among the parties with respect to the subject matter hereof.

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12. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This

Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties. An executed copy orcounterpart hereof delivered by facsimile or email shall be deemed an original instrument.

13. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to

any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shallbe enforced to the greatest extent permitted by law.

14. Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as may be

required to carry out the intent and purpose of this Agreement. 15. Specific Performance. Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not

performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement orto enforce specifically the performance of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to anyother remedy to which they are entitled at law or in equity.

16. Notices. All notices, requests and other communications to any party or to the Company shall be in writing (including facsimile or similar

writing) and shall be given, If to the Company: Paya Holdings Inc.12120 Sunset Hills RoadReston VA 20190 With a copy to (which shall not constitute notice): Kirkland & Ellis LLP300 N. LaSalleChicago, IL 60654Attention: Mark A. Fennell, P.C., Christian O. Nagler and Christopher M. Thomas, P.C. Facsimile: (312) 862-2200

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If to any member of GTCR or any Nominee: GTCR-Ultra Holdings, LLCc/o GTCR Management XI LLC300 North LaSalle Street, Suite 5600Chicago, Illinois 60654Attention: Collin E. Roche and Aaron D. CohenEmail: croche@gtcr.com and aaron.cohen@gtcr.com With a copy to (which shall not constitute notice): Kirkland & Ellis LLP300 N. LaSalleChicago, IL 60654Attention: Mark A. Fennell, P.C., Christian O. Nagler and Christopher M. Thomas, P.C. Facsimile: (312) 862-2200

or to such other address or facsimile number as such party or the Company may hereafter specify for the purpose by notice to the other parties and theCompany. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 16 during regularbusiness hours.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

PAYA HOLDINGS INC. By: /s/ Jeffrey Hack Name: Jeffrey Hack Title: Chief Executive Officer GTCR-ULTRA HOLDINGS, LLC By: /s/ Jeffrey Hack Name: Jeffrey Hack Title: Chief Executive Officer GTCR FUND XI/B LP By: GTCR Partners XI/B LP Its: General Partner By: GTCR Investment XI LLC Its: General Partner By: /s/ Aaron Cohen Name: Aaron Cohen Title: Authorized Signatory

GTCR FUND XI/C LP By: GTCR Partners XI/A&C LP Its: General Partner By: GTCR Investment XI LLC Its: General Partner By: /s/ Aaron Cohen Name: Aaron Cohen Title: Authorized Signatory

Exhibit 10.4

EXECUTION VERSION

TAX RECEIVABLE AGREEMENTby and among

FINTECH ACQUISITION CORP. Ill PARENT CORP.,GTCR-ULTRA HOLDINGS, LLC

andCERTAIN OTHER PERSONS NAMED HEREIN,

DATED AS OF OCTOBER 16, 2020

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 16, 2020, is hereby entered into by and among FinTech

Acquisition Corp. Ill Parent Corp., a Delaware corporation (the “Parent Corporation”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company(“Seller”), GTCR Ultra-Holdings II, LLC, a Delaware limited liability company (the “Company”), GTCR/Ultra Blocker, Inc., a Delaware corporation(“Blocker”) and GTCR Fund XI/C LP, a Delaware limited partnership (“Blocker Seller”).

RECITALS

The Parent Corporation, Seller, the Company, Blocker, Blocker Seller, FinTech III Merger Sub Corp., a Delaware corporation (“Merger Sub”) and

FinTech Acquisition Corp. Ill, a Delaware corporation (“Acquiror”) entered into the Agreement and Plan of Merger, dated August 3, 2020 (the “MergerAgreement”).

Pursuant to the Merger Agreement, Merger Sub will merge with and into Acquiror with Acquiror surviving and shareholders of Acquiror will

receive shares of the Parent Corporation in exchange for their shares of Acquiror (the “Merger”). Pursuant to the Merger Agreement, immediately following the Merger, (i) Blocker Seller will contribute to the Parent Corporation all right, title

and interest in and to a number of shares of Blocker stock in exchange for shares of the Parent Corporation and the right to receive a portion of the EarnoutShares, (ii) Seller will contribute to the Parent Corporation all right, title and interest in and to a portion of its Company units in exchange for shares ofParent Corporation and the right to receive a portion of the Earnout Shares (together with the contribution described in clause (i), the “Contributions”), (iii)Blocker Seller will transfer to the Parent Corporation any remaining Blocker shares held by Blocker Seller after giving effect to the Contributions inexchange for cash and (iv) Seller will transfer to the Parent Corporation any remaining Company units held by Seller after giving effect to theContributions in exchange for cash (collectively, clauses (iii) and (iv) together with the Contributions and the Merger, the “Transactions”).

Immediately following the consummation of the Transactions, the Parent Corporation will contribute to Acquiror all right, title and interest in and

to (i) the Company units held by the Parent Corporation after giving effect to the Transactions and (ii) the Blocker shares held by the Parent Corporationafter giving effect to the Transactions (the “Parent Contributions”).

Immediately following the Parent Contributions, Acquiror will contribute all of its right, title and interest in and to the Company units to Blocker.

Immediately following such contributions, the Parent Corporation will be the sole shareholder of Acquiror, Acquiror will be the sole shareholder of Blockerand Blocker will be the sole member of the Company.

For U.S. federal income tax purposes, the Contributions taken together with the Merger shall be treated as an integrated transaction described in

Section 351(a) of the Code and the receipt of cash or other property by Blocker Seller and Seller pursuant to the Merger Agreement or this Agreement shallbe treated as receipt of taxable “boot” under Section 351(b).

Immediately after the Parent Contributions, Blocker Seller will contribute to Seller all right, title and interest in and to (i) the shares of the Parent

Corporation held by Blocker Seller and (ii) the right to receive Blocker Seller’s share of the Earnout Shares.

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The Company will have in effect for the taxable year that includes the Transactions an election under Section 754 of the Internal Revenue Code of

1986, as amended (the “Code”). The Parties hereto are entering into this Agreement to set forth the agreements regarding the sharing of certain Tax benefits realized by the Parent

Corporation Group (as hereinafter defined). NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally

bound hereby, the parties hereto agree as follows:

ARTICLE IDEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be

equally applicable to both the singular and plural forms of the terms defined). “Accrued Amount” means, with respect to any portion of a Net Tax Benefit, the interest on the Net Tax Benefit for a Taxable Year calculated at

the Agreed Rate from the due date (without extensions) for filing the Parent Corporation Return for such Taxable Year until the Payment Date. For theavoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated as interest (except to the extent treated as Imputed Interest under applicablelaw), but shall instead be treated as additional consideration unless otherwise required by law. In the case of a Tax Benefit Payment made in respect of anAmended Schedule, the Accrued Amount means the interest calculated at the Agreed Rate from the date of such Amended Schedule becoming final inaccordance with Section 2.3(b) until the Payment Date.

“Actual Tax Liability” means, with respect to any Taxable Year, the actual liability for Taxes of the Parent Corporation Group. “Additional Basis” means any Basis Adjustment resulting from payments made pursuant to this Agreement as described in Section 2.2(b). “Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is

Controlled by, or is under common Control with, such first Person. “Agreed Rate” means LIBOR plus 300 basis points.

“Agreement” has the meaning set forth in the Preamble. “Amended Schedule” has the meaning set forth in Section 2.3(b). “Basis Adjustment” means any adjustment to the Tax basis of a Reference Asset as a result of the Transactions and the payments made pursuant to

this Agreement (as calculated under Section 2,1), including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where theCompany remains classified as a partnership for U.S. federal income Tax purposes); (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situationswhere the Company becomes an entity that is disregarded as separate from its owner for U.S. federal income Tax purposes); and (iii) under Section 362(a)of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent suchpayments are treated as Imputed Interest.

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“Basis Schedule” has the meaning set forth in Section 2,1. A “Beneficial Owner” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or

otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, whichincludes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall havecorrelative meanings.

“Blocker” has the meaning set forth in the Preamble of this Agreement “Blocker Seller” has the meaning set forth in the Preamble of this Agreement and any of its successors and assigns pursuant to Section 7.6(a).

“Board” means the Board of Directors of the Parent Corporation. “Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United

States of America or the State of Texas shall not be regarded as a Business Day. “Change of Control” means the occurrence of any of the following events: (a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the

Beneficial Owner of securities of the Parent Corporation representing more than fifty percent (50%) of the combined voting power of the ParentCorporation’s then outstanding voting securities;

(b) the shareholders of the Parent Corporation approve a plan of complete liquidation or dissolution of the Parent Corporation or there is

consummated an agreement or series of related agreements for the merger or other disposition, directly, or indirectly, by the Parent Corporation of all orsubstantially all of the Parent Corporation’s assets, other than such sale or other disposition by the Parent Corporation of all or substantially all of the ParentCorporation’s assets to an entity at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders ofthe Parent Corporation in substantially the same proportions as their ownership of the Parent Corporation immediately prior to such sale;

(c) there is consummated a merger or consolidation of the Parent Corporation or any direct or indirect subsidiary of the Parent Corporation with

any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the individuals constituting theBoard immediately prior to the merger or consolidation do not constitute at least a majority of the Board surviving the merger or, if the surviving companyis a subsidiary, the ultimate parent thereof, or (y) all of the Persons who were the respective Beneficial Owners of the voting securities of the ParentCorporation immediately prior to such merger or consolidation do not Beneficially Own, directly or indirectly, more than 50% of the combined votingpower of the then outstanding voting securities of the Person resulting from such merger or consolidation; or

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(d) the following individuals cease for any reason to constitute a majority of the number of directors of the Board then serving: individuals who

were directors of the Board on the Closing Date or any new director whose appointment or election to the Board or nomination for election by the ParentCorporation’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directorsof the Board on the Closing Date or whose appointment, election or nomination for election was previously so approved or recommended by the directorsreferred to in this clause (d);

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or

series of integrated transactions immediately following which the record holders of the common stock of the Parent Corporation immediately prior to suchtransaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all ofthe shares of, an entity which owns all or substantially all of the assets of the Parent Corporation immediately following such transaction or series oftransactions.

“Closing Date” means the closing date of the Merger and the Transactions. “Closing Date Basis” means (i) the Tax basis immediately prior to the Transactions of any Reference Asset that is goodwill or any other intangible

asset, (ii) any Tax basis resulting from any “start-up expenditures” (as defined in Section 195(c)(1) of the Code) incurred in connection with theTransactions and all associated transactions and (iii) any Basis Adjustments resulting from the Transactions.

“Code” has the meaning set forth in the Recitals of this Agreement. “Company” has the meaning set forth in the Recitals of this Agreement. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,

whether through ownership of voting securities, by contract or otherwise. “Corporate Entity” means the Blocker and any Subsidiary of the Company that is classified as a corporation for U.S. federal income tax purposes. “Cumulative Net Realized Tax Benefit” for a Taxable Year means the excess, if any, of the cumulative amount of Realized Tax Benefits for all

Taxable Years of the Parent Corporation Group, up to and including such Taxable Year, over the cumulative amount of Realized Tax Detriments for thesame period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax BenefitSchedule or Amended Schedule, if any, in existence at the time of such determination.

“Default Rate” means LIBOR plus 500 basis points. “Designated Tax Attributes” means the Closing Date Basis, any Additional Basis, any Imputed Interest and any NOLs. “Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of IRS

Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax, including, for the avoidance of doubt, a concession of an issueby the taxpayer or agreement with a Taxing Authority on any issue.

“Dispute” has the meaning set forth in Section 7.9(a).

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“Disputing Party” has the meaning set forth in Section 7,10. “Early Termination” has the meaning set forth in Section 4,1. “Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment. “Early Termination Effective Date” has the meaning set forth in Section 4,4. “Early Termination Notice” has the meaning set forth in Section 4,4. “Early Termination Payment” has the meaning set forth in Section 4.5(b). “Early Termination Rate” means LIBOR plus 100 basis points; provided, that in the case of an Early Termination to which the last sentence of the

definition of “Valuation Assumptions” applies, it shall mean LIBOR plus 200 basis points. “Early Termination Schedule” has the meaning set forth in Section 4,4. “Earnout Shares” has the meaning ascribed to such term in the Merger Agreement. “Expert” means such nationally recognized expert in the particular area of disagreement as is mutually acceptable to both parties and is described

in Section 7,10. “Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of the Parent Corporation Group (using the same

methods, elections, conventions, U.S. federal income tax rate and similar practices used on the relevant Parent Corporation Return), but without taking intoaccount any Designated Tax Attributes. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account (i) thecarryover or carryback of any Tax item (or portions thereof) that is attributable to any Designated Tax Attribute or (ii) any deduction for Imputed Interest. Ifall or a portion of the liability for Taxes for a Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of such Taxable Year,such liability shall not be included in determining the Hypothetical Tax Liability unless and until there has been a Determination.

“Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code with respect to the Parent

Corporation’s payment obligations under this Agreement. “IRS” means the U.S. Internal Revenue Service. “LIBOR” means during any period, an interest rate per annum equal to the one-year LIBOR rate reported, on the date two (2) calendar days prior

to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page“LIBOROl” or by any other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits for suchperiod.

“Material Objection Notice” has the meaning set forth in Section 4,4. “Merger Agreement” has the meaning set forth in the Recitals of this Agreement.

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“Net Tax Benefit” for each Taxable Year shall mean an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit

as of the end of such Taxable Year over (ii) the total amount of payments previously made under Section 3,1 (excluding payments attributable to AccruedAmounts).

“NOLs” means the net operating losses, capital losses, Section 163(j) Carryovers and credit carryforwards of any Corporate Entity relating to

taxable periods ending on or prior to the Closing Date. “Objection Notice” has the meaning set forth in Section 2.3(a). “Parent Corporation” has the meaning set forth in the Preamble of this Agreement. “Parent Corporation Group” means the Parent Corporation, any direct or indirect Subsidiary of the Parent Corporation and any consolidated,

combined, unitary or similar group of entities that join in filing any Tax Return. “Parent Corporation Return” means the U.S. federal income Tax Return of the Parent Corporation (including any consolidated group of which the

Parent Corporation is a member, as further described in Section 7,11) filed with respect to any Taxable Year. “Payment Date” means any date on which a payment is required to be made pursuant to this Agreement. “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,

organization, governmental entity or other entity. “Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a

portion of the Actual Tax Liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, suchliability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a

portion of the Actual Tax Liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, suchliability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“Reconciliation Dispute” has the meaning set forth in Section 7,10. “Reconciliation Procedures” means the procedures described in Section 7,10. “Reference Asset” means an asset (other than cash or a cash equivalent) that is held by the Company, Blocker or any of the direct or indirect

Subsidiaries of the Company. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code withrespect to a Reference Asset.

“Schedule” means any of the following: (i) the Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule. “Section 163(i) Carryovers” means disallowed interest expense carryforwards under Section 163(j) of the Code.

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“Senior Obligations” has the meaning set forth in Section 5,1. “Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or

indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member orsimilar interest of such Person.

“Tax Benefit Payment” has the meaning set forth in Section 3,1. “Tax Benefit Schedule” has the meaning set forth in Section 2,2. “Tax Proceeding” has the meaning set forth in Section 6,1. “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached

schedules), including any information return, claim for refund, amended return and declaration of estimated Tax. “Taxable Year” means a taxable year of the Parent Corporation as defined in Section 441(b) of the Code (and, therefore, for the avoidance of

doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the Closing Date. “Taxes” means any and all taxes, assessments or similar charges imposed by the United States or any subdivision thereof that are based on or

measured with respect to net income or profits, and any interest related to such Tax. “Taxing Authority” means any federal, national, state, county or municipal or other local government, any subdivision, agency, commission or

authority thereof, or any quasi- governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority. “TRA Holders” means Seller and Blocker Seller. “Transactions” has the meaning set forth in the Recitals of this Agreement. “Transferor” has the meaning set forth in Section 7.11(b). “Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including

corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year. “Valuation Assumptions” means, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early

Termination Date, (i) the Parent Corporation Group will have taxable income sufficient to fully utilize (A) the deductions arising from all Designated TaxAttributes during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Designated Tax Attributes that would result from futureTax Benefit Payments that would be paid in accordance with the Valuation Assumptions, further assuming such future Tax Benefit Payments would be paidon the due date, without extensions, for filing the Parent Corporation Return for the applicable Taxable Year) in which such deductions would becomeavailable and (B) any loss or credit carryovers generated by deductions arising from any Designated Tax Attributes that are available in the Taxable Yearthat includes the Early Termination Date and any NOLs that have not been previously utilized in determining a Tax Benefit Payment as of the date of suchEarly Termination Payment will be utilized by the Parent Corporation Group ratably each year from the Early Termination Date through the scheduledexpiration date of such NOLs (or, if there is no scheduled expiration date, then the scheduled expiration date for these purposes shall be deemed to be thetenth (10th) anniversary of such Early Termination Date) and (ii) the U.S. federal income Tax rates and state, local, and foreign income tax rates for eachsuch Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date.

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Section 1.2 Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this

Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections, Exhibits andSchedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto orreferred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit orSchedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed toinclude the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall bedeemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,”“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Referencesto any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the termsthereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwisespecified, from and including or through and including, respectively.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT Section 2.1 Basis Schedule. Within sixty (60) calendar days after the filing of the Parent Corporation Return for the Taxable Year in which the

Transactions are effected, the Parent Corporation shall deliver to Seller a schedule (the “Closing Date Attribute Schedule”) that shows, in reasonable detailnecessary to perform the calculations required by this Agreement, (i) the Closing Date Basis, (ii) the period (or periods) over which such Closing DateBasis is amortizable and/or depreciable, (iii) the NOLs, (iv) the scheduled expiration dates, if any, of the NOLs, and (v) any applicable limitations on theuse of the NOLs for Tax purposes (including under Section 382 of the Code). Within sixty (60) calendar days after the filing of the Parent CorporationReturn for a Taxable Year following the Taxable Year in which the Transactions are effected in which there arises additional Closing Date Basis orAdditional Basis, the Parent Corporation shall deliver to Seller a schedule (together with the Closing Date Attribute Schedule, the “Basis Schedule”) thatshows, in reasonable detail necessary to perform the calculations required by this Agreement, (y) any additional Closing Date Basis and any AdditionalBasis and (z) the period (or periods) over which such Closing Date Basis and Additional Basis is amortizable and/or depreciable.

Section 2.2 Tax Benefit Schedule. (a) Within sixty (60) calendar days after the filing of the Parent Corporation Return for any Taxable Year in which there is a Realized Tax Benefit

or Realized Tax Detriment, the Parent Corporation shall provide to Seller: (i) a schedule showing, in reasonable detail, the calculation of the Realized TaxBenefit or Realized Tax Detriment for such Taxable Year and the allocation of any Net Tax Benefit among the TRA Holders, which allocation shall bemade in accordance with Schedule A (a “Tax Benefit Schedule”), (ii) the Parent Corporation Return, (iii) a reasonably detailed calculation by the ParentCorporation of the Hypothetical Tax Liability, (iv) a reasonably detailed calculation by the Parent Corporation of the Actual Tax Liability, and (v) any otherwork papers related thereto that are reasonably available to the Parent Corporation and requested by Seller. In addition, the Parent Corporation shall allowSeller reasonable access to the appropriate representatives of the Parent Corporation Group in connection with a review of such Tax Benefit Schedule. TheParent Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detrimentattributable to U.S. state or local Taxes. The Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided inSection 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

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(b) For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any

Designated Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use,limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributableto any Designated Tax Attribute and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with a“with and without” methodology. The parties agree that (i) any payment under this Agreement (to the extent permitted by law and other than amountsaccounted for as Imputed Interest) will have the effect of creating Additional Basis in Reference Assets (other than Reference Assets owned by a CorporateEntity) for the Parent Corporation Group in the year of payment to the extent that the payment is allocated to Seller, and (ii) as a result, such AdditionalBasis will be incorporated into the calculation for the year of payment and into future year calculations, as appropriate.

Section 2.3 Procedure; Amendments. (a) An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the first date on

which Seller has received the applicable Schedule or amendment thereto unless Seller (i) within thirty (30) calendar days after receiving an applicableSchedule or amendment thereto, provides the Parent Corporation with notice of a material objection to such Schedule (“Objection Notice”) made in goodfaith or (ii) provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule oramendment thereto becomes binding on the date the waiver is received by the Parent Corporation. If the Parent Corporation and Seller, for any reason, areunable to successfully resolve the issues raised in an Objection Notice within thirty (30) calendar days after receipt by the Parent Corporation of suchObjection Notice, the Parent Corporation and Seller shall employ the Reconciliation Procedures.

(b) The applicable Schedule for any Taxable Year may be amended from time to time by the Parent Corporation (i) in connection with a

Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual informationrelating to a Taxable Year after the date the Schedule was provided to Seller, (iii) to correct inaccuracies in the Schedule as a result of a change in law orapplicable rules or regulations (including, if applicable, any such change having retroactive effect), provided that any such amendment, to the extentapplicable, must be consistent with the Tax Returns (including any amendments) of the Parent Corporation Group, (iv) to correct inaccuracies in theSchedule as a result of a clerical or computational error in preparation of the Schedule, (v) to comply with the Expert’s determination under theReconciliation Procedures, (vi) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carrybackor carryforward of a loss or other Tax item to such Taxable Year, (vii) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for suchTaxable Year attributable to an amended Tax Return filed for such Taxable Year or (viii) to adjust a Basis Schedule to take into account payments madepursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Parent Corporation shall provide an Amended Schedule to Seller withinsixty (60) calendar days after the end of any Taxable Year in which one or more events referenced in clauses (i) through (viii) of the preceding sentenceoccurred which Amended Schedule shall reflect cumulative revisions attributable to all such events occurring in such Taxable Year. For the avoidance ofdoubt, in the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a), the Amended Schedule shall not be taken intoaccount in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculatingthe Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs.

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ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1 Payments. (a) Within five (5) Business Days after a Tax Benefit Schedule for a Taxable Year becomes final in accordance with Section 2.3(a), the Parent

Corporation shall pay the Net Tax Benefit to the Seller for the benefit of the TRA Holders and the Accrued Amount with respect thereto. Payment of theNet Tax Benefit and the Accrued Amount with respect thereto (together a “Tax Benefit Payment”) shall be made by check, by wire transfer of immediatelyavailable funds to the bank account previously designated by Seller to the Parent Corporation, or as otherwise agreed by the Parent Corporation and Seller.The parties hereto acknowledge and agree that a portion of each Tax Benefit Payment shall be characterized as Imputed Interest. Neither Seller nor anyTRA Holder shall be required to return any portion of any previously made Tax Benefit Payment.

Section 3.2 No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount

(including interest) required under this Agreement. It is also intended that the provisions of this Agreement will result in 85% of the Cumulative NetRealized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons due payments pursuant to this Agreement. The provisions of thisAgreement shall be construed in the appropriate manner to achieve these fundamental results.

Section 3.3 Pro Rata Payments. If for any reason the Parent Corporation does not fully satisfy its payment obligations to make all Tax Benefit

Payments due under this Agreement in respect of a particular Taxable Year, then (i) the Parent Corporation will pay the same proportion of each TaxBenefit Payment due to each Person due a payment under this Agreement in respect of such Taxable Year, without favoring one obligation over the other,and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have beenmade in full.

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ARTICLE IV

TERMINATION Section 4.1 Early Termination at Election of the Corporate Taxpayer. The Parent Corporation may terminate this Agreement at any time by paying

to Seller for the benefit of the TRA Holders the Early Termination Payment due to the TRA Holders pursuant to Section 4.5(b) (an “Early Termination”);provided that the Parent Corporation may withdraw any notice to execute its termination rights under this Section 4,1 prior to the time at which any EarlyTermination Payment has been paid. Upon payment of the Early Termination Payment by the Parent Corporation, the Parent Corporation shall not have anyfurther payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the EarlyTermination Notice. Upon payment of all amounts provided for in this Section 4,1, this Agreement shall terminate.

Section 4.2 Breach of Agreement. (a) In the event that the Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make

any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of thisAgreement in a case commenced under the Bankruptcy Code or otherwise, and such breach is not cured by the Parent Corporation within thirty (30) daysafter notice is provided by the Seller, then at the election of Seller, such breach shall be treated as an Early Termination. Upon such election, all obligationshereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach andshall include (i) the Early Termination Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach and (ii) any TaxBenefit Payment previously due and payable but unpaid as of the date of a breach. Notwithstanding the foregoing, in the event that the Parent Corporationbreaches this Agreement, the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specificperformance of the terms hereof.

(b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due

shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it shall not be considered to be abreach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such paymentis due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Parent Corporation fails to make anyTax Benefit Payment when due to the extent that the Parent Corporation has insufficient funds to make such payment; provided that the interest provisionsof Section 5,2 shall apply to such late payment (unless the Parent Corporation does not have sufficient cash to make such payment as a result of limitationsimposed by existing credit agreements to which Parent Corporation or any Subsidiary of Parent Corporation is a party, in which case Section 5,2 shallapply, but the Default Rate shall be replaced by the Agreed Rate); provided further that it shall be a breach of this Agreement, and the provisions of Section4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Parent Corporation makes any distribution of cash or other property to itsshareholders while any Tax Benefit Payment is due and payable but unpaid.

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Section 4.3 Acceleration Upon Change of Control. In the event of a Change of Control, all obligations hereunder shall be accelerated and such

obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Controland utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “EarlyTermination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an EarlyTermination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Parent Corporation andthe TRA Holders as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year endingprior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in theEarly Termination Payment). For the avoidance of doubt, Section 4.4 and Section 4.5 shall apply to a Change of Control, mutatis mutandis.

Section 4.4 Early Termination Notice. If the Parent Corporation chooses to exercise its right of early termination under Section 4,1 above, the

Parent Corporation shall deliver to Seller notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (the “EarlyTermination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment; provided, that in the case of an Early Terminationto which the last sentence of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Seller in preparingthe Early Termination Schedule in accordance with the last sentence of the definition of “Valuation Assumptions” prior to delivering such schedule toSeller pursuant to the first part of this sentence. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days fromthe first date on which Seller has received such Schedule or amendment thereto unless Seller (i) within thirty (30) calendar days after receiving the EarlyTermination Schedule, provides the Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material ObjectionNotice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case suchSchedule becomes binding on the date the waiver is received by the Parent Corporation (the “Early Termination Effective Date”). If the Parent Corporationand Seller, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the ParentCorporation of the Material Objection Notice, the Parent Corporation and Seller shall employ the Reconciliation Procedures.

Section 4.5 Payment upon Early Termination. (a) Subject to its right to withdraw any notice of Early Termination pursuant to Section 4,1, within five (5) Business Days after the Early

Termination Effective Date, the Parent Corporation shall pay to Seller, for the benefit of the TRA Holders, the aggregate amount of Early TerminationPayments to which the TRA Holders are entitled hereunder. Such payment shall be made by check, by wire transfer of immediately available funds to abank account or accounts designated by Seller, or as otherwise agreed by the Parent Corporation and Seller.

(b) The “Early Termination Payment” shall equal, with respect to each TRA Holder, the present value, discounted at the Early Termination Rate as

of the Early Termination Date, of all Tax Benefit Payments that would be required to be paid by the Parent Corporation to such TRA Holder beginningfrom the Early Termination Date (including, for the avoidance of doubt, any Tax Benefit Payment due and unpaid for the Taxable Year ending with orincluding the date of the Early Termination Notice) and assuming that the Valuation Assumptions are applied.

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early TerminationPayment or any other payment required to be made by the Parent Corporation to any TRA Holder under this Agreement shall rank subordinate and juniorin right of payment to any principal, interest or other amounts due and payable in respect of any secured obligations or obligations in respect ofindebtedness for borrowed money of the Parent Corporation and its Subsidiaries (such obligations, “Senior Obligations”) and shall rank pari passu with allcurrent or future unsecured obligations of the Parent Corporation that are not Senior Obligations. For the avoidance of doubt, notwithstanding the above,the determination of whether it is a breach of this Agreement if the Parent Corporation fails to make any Tax Benefit Payment when due is governed bySection 42(a).

Section 5.2 Late Payments by the Parent Corporation. The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment

or any other payment under this Agreement not made to Seller for the benefit of the TRA Holders when due under the terms of this Agreement shall bepayable together with any interest thereon, computed at the Default Rate (or, if so provided in Section 4.2(a), at the Agreed Rate) and commencing from thedate on which such Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement was due and payable.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION; BOARD ACTION Section 6.1 Participation in the Parent Corporation Group’s Tax Matters. Except as otherwise provided herein, the Parent Corporation shall have

full responsibility for, and sole discretion over, all Tax matters concerning the Parent Corporation Group, including without limitation the preparation, filingor amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Parent Corporationshall notify Seller of, and keep Seller reasonably informed with respect to, the portion of any audit, examination, or any other administrative or judicialproceeding (a “Tax Proceeding”) of any member of the Parent Corporation Group by a Taxing Authority the outcome of which is reasonably expected toaffect the rights and obligations of the TRA Holders under this Agreement, and shall provide to Seller reasonable opportunity to provide information andother input to the members of the Parent Corporation Group and their respective advisors concerning the conduct of any such portion of such TaxProceeding.

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Section 6.2 Consistency. The Parent Corporation and the TRA Holders agree to report and cause to be reported for all purposes, including U.S.

federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including the Designated Tax Attributes and each Tax BenefitPayment) in a manner consistent with that set forth in any Schedule or Amended Schedule required to be provided by or on behalf of the ParentCorporation under this Agreement, as finally determined pursuant to Section 2.3. If the Parent Corporation and any TRA Holder, for any reason, are unableto successfully resolve any disagreement concerning such treatment within thirty (30) calendar days, the Parent Corporation and such TRA Holder shallemploy the Reconciliation Procedures.

Section 6.3 Cooperation. Each TRA Holder shall (i) furnish to the Parent Corporation in a timely manner such information, documents and other

materials as the Parent Corporation may reasonably request for purposes of making any determination or computation necessary or appropriate under thisAgreement, preparing any Tax Return or contesting or defending any Tax Proceeding (for the avoidance of doubt, excluding any information, documents ormaterials relating to the owners of a TRA Holder), (ii) make itself available to the Parent Corporation and its representatives to provide explanations of thedocuments and materials and such other information as the Parent Corporation or its representatives may reasonably request in connection with any of thematters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter.

Section 6.4 Board Action. To the extent the Parent Corporation would, acting in accordance with its usual governance arrangements, require its

Board to approve or take an action with respect to this Agreement, the Parent Corporation shall instead or in addition obtain the approval of the auditcommittee of its Board for such approval or action.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed dulygiven and received (i) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if senton a Business Day (or otherwise on the next Business Day) or (ii) on the first Business Day following the date of dispatch if delivered by a recognizednext- day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writingby the party to receive such notice:

If to the Parent Corporation, to: FinTech Acquisition Corp. Ill Parent Corp.303 Perimeter Center North, Suite 600Atlanta, GA 30346 with a copy (which shall not constitute notice to the Parent Corporation) to: If to TRA Holders, to: GTCR-Ultra Holdings, LLCc/o GTCR Management XI LLC300 North LaSalle Street, Suite 5600Chicago, Illinois 60654Attention: Collin E. Roche and Aaron D. CohenEmail: croche@gtcr.com and aaron.cohen@gtcr.com

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with a copy to: Kirkland & Ellis LLP300 North LaSalleChicago, Illinois 60654Attention: Mark A. Fennell, P.C., Christian O. Nagler and Christopher M. Thomas, P.C. Facsimile: (312) 862-2200 E-mail: mfennell@kirkland.com, christian.nagler@kirkland.com and christopher.thomas@kirkland.com

Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same

agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it beingunderstood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall beas effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements

and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inuresolely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, isintended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without

regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction. Section 7.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public

policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of thetransactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent ofthe parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated tothe greatest extent possible.

Section 7.6 Successors; Assignment. (a) Following a written consent of the Parent Corporation (such consent not to be unreasonably withheld, conditioned or delayed) a TRA Holder

may assign this Agreement to any person without the prior written consent of the Parent Corporation as long as such transferee executes and delivers ajoinder to this Agreement, in form and substance reasonably satisfactory to the Parent Corporation, agreeing to become a “TRA Holder” for all purposes ofthis Agreement, except as otherwise provided in such joinder. Any and all payments payable or that may become payable to a TRA Holder pursuant to thisAgreement may be assigned to any Person or Persons as long as any such Person executes and delivers a joinder to this Agreement, in form and substancereasonably satisfactory to the Parent Corporation, agreeing to be bound by Section 7,12 and acknowledging specifically the terms of Section 7.6(b).

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(b) Notwithstanding the foregoing provisions of this Section 7,6, no assignee described in the second sentence of Section 7.6(a) shall have any

rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. (c) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the

benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives.The Parent Corporation shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all ofthe business or assets of the Parent Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and tothe same extent that the Parent Corporation would be required to perform if no such succession had taken place.

Section 7.7 Amendments; Waivers. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the

Parent Corporation and by the TRA Holders who would be entitled to receive a majority of the Early Termination Payments payable to all TRA Holdershereunder as of the date of the proposed amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to thisAgreement as of the date of the proposed amendment). No provision of this Agreement may be waived unless such waiver is in writing and signed by theparty against whom the waiver is to be effective.

Section 7.8 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to

be considered in construing this Agreement.

Section 7.9 Resolution of Disputes. (a) Any and all disputes which are not governed by Section 7,10, including any ancillary claims of any party, arising out of, relating to or in

connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope andenforceability of this Section 7,9 and Section 7,10) (each a “Dispute”) shall be governed by this Section 7,9. The parties hereto shall attempt in good faithto resolve all Disputes by negotiation. If a Dispute between the parties hereto cannot be resolved in such manner, such Dispute shall be finally settled byarbitration conducted by a single arbitrator in the State of Delaware in accordance with the then-existing Rules of Arbitration of the International Chamberof Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator within ten (10) calendar days of the receipt of the request forarbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in the Stateof Delaware and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during anyarbitration proceedings. In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specificperformance of any obligation under this Agreement. The arbitrator is not empowered to award damages in excess of compensatory damages, and eachparty hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The award shall be the sole andexclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon anyaward may be entered and enforced in any court having jurisdiction over a party or any of its assets.

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(b) Notwithstanding the provisions of Section 7.9(a), the Parent Corporation may bring an action or special proceeding in any court of competent

jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing anarbitration award and, for the purposes of this Section 7.9(b), Seller and each TRA Holder (i) expressly consents to the application of Section 7.9(c) to anysuch action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would bedifficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Parent Corporation as agent of such party for serviceof process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such party inwriting of any such service of process, shall be deemed in every respect effective service of process upon such party in any such action or proceeding.

(c) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN DELAWARE, FOR THE

PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION7,9, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF ORRELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compelarbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the foradesignated by this Section 7.9(c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(d) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal

jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section 7.9(c) and such partiesagree not to plead or claim the same.

Section 7.10 Reconciliation. In the event that the Parent Corporation and Seller (with respect to matters governed by the definition of “Valuation

Assumptions”, Section 2,3 and Section 4.4) or any TRA Holder (with respect to matters governed by Section 6,2) (as applicable, the “Disputing Party”) areunable to resolve a disagreement with respect to such matters within the relevant period designated in this Agreement (“Reconciliation Dispute”), theReconciliation Dispute shall be submitted to the Expert. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, andunless the Parent Corporation and the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have anymaterial relationship with the Parent Corporation or the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree onan Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed bythe International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Early Termination Schedule or anamendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen(15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution; providedthat in resolving any matter, the Expert shall not require the Parent Corporation or any Affiliate thereof to take a position, or to make any payment based ona position, that is not “more likely than not” to be sustained. Notwithstanding the preceding sentence, if the matter is not resolved before any payment thatis the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, theundisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Parent Corporation, subjectto adjustment or amendment upon resolution. The Parent Corporation and the Disputing Party shall each bear its own costs and expenses of suchproceeding, unless (i)the Expert adopts such Disputing Party’s position, in which case the Parent Corporation shall reimburse such Disputing Party for anyreasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Parent Corporation’s position, in which case such DisputingParty shall reimburse the Parent Corporation for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a disputeis a Reconciliation Dispute within the meaning of this Section 7,10 shall be decided by the Expert. The Expert shall finally determine any ReconciliationDispute and the determinations of the Expert pursuant to this Section 7,10 shall be binding on the Parent Corporation and its Subsidiaries and the DisputingParty and may be entered and enforced in any court having jurisdiction.

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Section 7.11 Admission of the Parent Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Parent Corporation becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return

pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of U.S. state or local Tax law, then: (i) the provisions of this Agreement shallbe applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall becomputed with reference to the consolidated taxable income of the group as a whole to the extent that any applicable Designated Tax Attributes can be usedagainst such consolidated taxable income of the group as a whole.

(b) If the Parent Corporation (or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder) or any

of its direct or indirect Subsidiaries (a “Transferor”) transfers one or more Reference Assets to a corporation (or a Person classified as a corporation forU.S. federal income Tax purposes) with which the Transferor does not file a consolidated Tax Return pursuant to Section 1501 of the Code, the Transferor,for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity anddetermining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such Reference Assets in a fully taxabletransaction on the date of such contribution. The consideration deemed to be received by the Transferor shall be equal to the fair market value of thetransferred Reference Assets, plus (i) the amount of debt to which any such Reference Asset is subject, in the case of a transfer of an encumbered ReferenceAsset or (ii) the amount of debt allocated to any such Reference Asset, in the case of a contribution of a partnership interest. For purposes of this Section7.11(b), a transfer of a partnership interest shall be treated as a transfer of the Transferor’s share of each of the assets and liabilities of that partnership.

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Section 7.12 Confidentiality. (a) Each TRA Holder and each of its assignees acknowledges and agrees that the information of the Parent Corporation Group is confidential and,

except in the course of performing any duties as necessary for the Parent Corporation Group and its Affiliates, as required by law or legal process or toenforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters,acquired pursuant to this Agreement, of the Parent Corporation Group and its Affiliates and successors or the TRA Holders, learned by any TRA Holderheretofore or hereafter. This Section 7,12 shall not apply to (i) any information that has been made publicly available by the Parent Corporation or any ofits Affiliates, becomes public knowledge (except as a result of an act of a TRA Holder in violation of this Agreement) or is generally known to the businesscommunity and (ii) the disclosure of information (A) as may be proper in the course of performing such TRA Holder’s obligations, or monitoring orenforcing such TRA Holder’s rights, under this Agreement, (B) as part of such TRA Holder’s normal reporting, rating or review procedure (includingnormal credit rating and pricing process), or in connection with such TRA Holder’s or such TRA Holder’s Affiliates’ normal fund raising, marketing,informational or reporting activities, or to such TRA Holder’s (or any of its Affiliates’) Affiliates, auditors, accountants, attorneys or other agents, (C) toany bona fide prospective assignee of such TRA Holder’s rights under this Agreement, or prospective merger or other business combination partner of suchTRA Holder, provided that such assignee or merger partner agrees to be bound by the provisions of this Section 7,12, (D) as is required to be disclosed byorder of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule orregulation; provided that any TRA Holder required to make any such disclosure to the extent legally permissible shall provide the Parent Corporationprompt notice of such disclosure, or to regulatory authorities or similar examiners conducting regulatory reviews or examinations (without any such noticeto the Parent Corporation), or (E) to the extent necessary for a TRA Holder to prepare and file its Tax Returns, to respond to any inquiries regarding thesame from any Taxing Authority or to prosecute or defend any Tax Proceeding with respect to such returns.

(b) If a TRA Holder or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7,12, the Parent

Corporation shall have the right and remedy to have the provisions of this Section 7,12 specifically enforced by injunctive relief or otherwise by any courtof competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breachshall cause irreparable injury to the Parent Corporation or any of its Subsidiaries or the TRA Holders and the accounts and funds managed by the ParentCorporation and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and notin lieu of, any other rights and remedies available at law or in equity.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parent Corporation and the TRA Holders have duly executed this Agreement as of the date first written above.

PARENT CORPORATION:

FinTech Acquisition Corp. Ill Parent Corp. By: /s/ James J. McEntee, III Name: James J. McEntee, III Title: President and Chif Financial Officer SELLER:

GTCR-Ultra Holdings, LLC By: /s/ Jeffrey Hack Name: Jeffrey Hack Title: Chief Executive Officer

BLOCKER SELLER:

GTCR Fund XI/C LP By: GTCR Partners XI/A&C LP Its: General Partner By: GTCR Investment XI LLC Its: General Partner By: /s/ Aaron Cohen Name: Aaron Cohen Title: Authorized Signatory

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BLOCKER:

GTCR/Ultra Blocker, Inc. By: /s/ Aaron Cohen Name: Aaron Cohen Title: Vice President & Treasurer COMPANY:

GTCR-Ultra Holdings II, LLC By: /s/ Jeffrey Hack Name: Jeffrey Hack Title: Chief Executive Officer

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Schedule A

In accordance with Section 3,1, the entire Net Tax Benefit for each Taxable Year shall be paid within five (5) Business Days after a Tax Benefit

Schedule for such Taxable Year becomes final in accordance with Section 2.3(a).

The Net Tax Benefit shall be allocated among the TRA Holders in accordance with their relative percentages, as set forth below: Seller- 85.5328% Blocker Seller - 14.4672%

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Exhibit 10.7

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, between Paya Holdings Inc., a Delawarecorporation (the “Company”), and [ ] (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless theyare provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising outof their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, theCompany will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiariesfrom certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporationsand other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the futureonly at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprisesare being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have beenbrought only against the corporation or business enterprise itself. The Bylaws of the Company (as amended or restated, the “Bylaws”) requireindemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Lawof the State of Delaware (“DGCL”). The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive,and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers of the Company and other personswith respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining suchpersons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests ofthe Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in thefuture;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses onbehalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concernthat they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, as well as anyrights of Indemnitee under any director’s or officer’s liability insurance policy, and this Agreement shall not be deemed a substitute therefor, nor todiminish or abrogate any rights of Indemnitee thereunder; [and]

WHEREAS, Indemnitee does not regard the protections available under the Bylaws and insurance as adequate in the present circumstances, andmay not be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve orcontinue to serve in such capacity; Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Company on thecondition that Indemnitee be so indemnified[.][; and]

[WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by GTCR (“GTCR”) or affiliates of GTCR whichIndemnitee and GTCR intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’sacknowledgment of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.]1

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, the parties heretoagree as follows:

1. Indemnity of Indemnitee. Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnifyIndemnitee to the fullest extent permitted by law, as such may be amended from time to time, if Indemnitee was or is, or is threatened to be made, a partyto, or otherwise becomes involved in, any Proceeding (as hereinafter defined) by reason of Indemnitee’s Corporate Status (as hereinafter defined). Infurtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights ofindemnification provided in this Section l(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to orparticipant, or otherwise becomes involved in, in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually andreasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee actedin good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminalProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to thefullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnificationprovided by the Certificate of Incorporation, the Bylaws, vote of the Company’s stockholders or Disinterested Directors or otherwise.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in

this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceedingbrought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonablyincurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnificationagainst such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged bya court to be liable to the Company unless and only to the extent that the court in which the Proceeding was brought shall determine, upon application that,despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification.

1 NTD: Bracketed language to be included in form for GTCR directors.

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(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of thisAgreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to or participant in and is successful, on the merits orotherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, Indemnitee shall be indemnified to the maximumextent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as toone or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually andreasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of thisSection 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall bedeemed to be a successful result as to such claim, issue or matter.

(d) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by theCompany for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for theportion thereof to which Indemnitee is entitled.

2. Additional Indemnity. In addition to, and without regard to any limitations on the indemnification provided for in Section 1 of thisAgreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against allExpenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, byreason of Indemnitee’s Corporate Status, in connection with any Proceeding (including a Proceeding by or in the right of the Company) that Indemnitee is,or is threatened to made, a party to, or participant in. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement, otherthan those set forth in Section 9 hereof, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined(under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pendingor completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permittedby applicable law, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding withoutrequiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have againstIndemnitee. The Company shall not, without the Indemnitee’s prior written consent, enter into any such settlement of any Proceeding (in whole or in part)unless such settlement (i) provides for a full and final release of all claims asserted against Indemnitee and (ii) does not impose any Expense, judgment,fine, penalty or limitation on Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for anyreason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding inwhich the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), to the fullest extent permitted by applicablelaw, the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid orpayable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other thanIndemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the otherhand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relativebenefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors oremployees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on theone hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as wellas any other equitable considerations which the law may require to be considered. The relative fault of the Company and all officers, directors or employeesof the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee,on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personalprofit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

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(c) To the fullest extent permitted by applicable law, the Company hereby agrees to fully indemnify and hold Indemniteeharmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may bejointly liable with Indemnitee.

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permittedby applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, is made (or asked) to respond to discoveryrequests, or is otherwise asked to participate, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expensesactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement (other than Section 7(d)), the Company shalladvance, to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or part of anyProceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(d), withinthirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time,whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee.Any advances pursuant to this Section 5 shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expensesand without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 7(d)hereof, advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expensesincurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon theexecution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay theamounts advanced (without interest) by the Company pursuant to this Section 5, if and only to the extent that it is ultimately determined that Indemnitee isnot entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 5shall not apply to claim by Indemnitee for Expenses in a matter for which indemnity and advancement of Expenses is excluded pursuant to Section 9hereof.

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6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure forIndemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, theparties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled toindemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, includingtherein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and towhat extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such arequest to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemniteeunless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, adetermination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at theelection of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; (2) by a committee ofDisinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; (3) if there are no DisinterestedDirectors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered toIndemnitee; or (4) if so directed by the Board, by the stockholders of the Company; provided, however, that if a Change in Control has occurred, thedetermination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the IndependentCounsel shall be selected as provided in this Section 6(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by theBoard, and the Company shall give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected . If aChange in Control shall have occurred, the Independent Counsel shall be selected Indemnitee (unless Indemnitee shall request that such selection be madeby the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of theIndependent Counsel so selected . In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice ofselection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, thatsuch objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” asdefined (as defined below), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, thePerson so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may notserve as Independent Counsel unless and until such objection is withdrawn or the Chancery Court of the State of Delaware (the “Delaware Court”) hasdetermined that such objection is without merit . If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 6, and(ii) within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shallhave been selected (including as a result of an objection to the selected Independent Counsel), either the Company or Indemnitee may petition the DelawareCourt or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection ofIndependent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shalldesignate, and the Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connectionwith acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c),regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the Person making suchdetermination shall to the fullest extent permitted by law presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking toovercome this presumption shall have the burden of proof to overcome such presumption. Neither the failure of the Company (including by its directors orIndependent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper inthe circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directorsor Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct.

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(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of accountof the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in thecourse of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by anindependent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/oractions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining theright to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumedthat Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnificationshall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlementto indemnification shall to the fullest extent permitted by law be deemed to have been made and Indemnitee shall be entitled to such indemnification absent(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-dayperiod may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Person making such determination with respect toentitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; andprovided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made bythe stockholders pursuant to Section 6(b) hereof and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, theBoard or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meetingthereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is calledwithin fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days afterhaving been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the Person making such determination with respect to Indemnitee’s entitlement toindemnification, including providing to such Person upon reasonable advance request any documentation or information which is not privileged orotherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs orExpenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Person making such determinationshall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifiesand agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permitsa party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party isresolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceedingwith or without payment of money or other consideration) it shall to the fullest extent permitted by law be presumed that Indemnitee has been successful onthe merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden ofpersuasion by clear and convincing evidence.

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(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the rightof Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believedto be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believethat Indemnitee’s conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled toindemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination ofentitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request forindemnification, (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled toindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or (v) the Company or any other person takesor threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny,or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to anadjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to suchindemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to beconducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not opposeIndemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 6(b) hereof that Indemnitee is not entitled toindemnification, any judicial proceeding or arbitration commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, orarbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b) hereof. In any judicialproceeding or arbitration commenced pursuant to this Section 7, Indemnitee shall be presumed to be entitled to indemnification under this Agreement andthe Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and theCompany may not refer to or introduce into evidence any determination pursuant to Section 6(b) hereof adverse to Indemnitee for any purpose other than toestablish its compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7,Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 hereof until a final determination is made with respectto Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 6(b) hereof that Indemnitee is entitled to indemnification, theCompany shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 7, absent (i) a misstatementby Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading, in connectionwith the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) In the event that Indemnitee, pursuant to this Section 7, incurs costs, in a judicial or arbitration proceeding or otherwise,attempting to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the typesdescribed in the definition of Expenses in Section 12 hereof) actually and reasonably incurred by Indemnitee in such efforts, regardless of whetherIndemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permittedby applicable law. It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees orother Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise becausethe cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall, to thefullest extent permitted by law, indemnify Indemnitee against any and all Expenses in connection with any action brought by Indemnitee forindemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policiesmaintained by the Company if Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims,then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever isgreater.

(e) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding orarbitration commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shallstipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification underthis Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; [Primacy of Indemnification;] Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not bedeemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation of theCompany (as amended or restated, the “Charter”), the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of theCompany and (ii) shall be interpreted independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. Noamendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respectof any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that achange in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter, Bylawsand this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. Noright or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and inaddition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of anyright or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company shall, if commercially reasonable, obtain and maintain in effect during the entire period for which theCompany is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide thedirectors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of itsindemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in accordance with its or their terms to themaximum extent of the coverage available for any such officer or director under such policy or policies. In all such insurance policies, Indemnitee shall benamed as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of theCompany’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of thecommencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter takeall necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordancewith the terms of such policies.

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(c) [The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expensesand/or insurance provided by GTCR and certain affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common controlwith, GTCR (collectively, the “Fund Indemnitors”). With respect to any amounts that are subject to indemnity under this Agreement and also subject to anindemnity obligation owed by Fund Indemnitors, the Company hereby agrees (i) that, as compared the Fund Indemnitors, it is the indemnitor of first resortwith respect to any rights to indemnification provided to Indemnitee herein (i.e., its obligations to Indemnitee are primary and any obligation of the FundIndemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee is secondary), (ii) that it shall berequired to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, finesand amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter or Bylaws of the Company(or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii)that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution,subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors onbehalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the FundIndemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery ofIndemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of thisSection 8(c).]

(d) [Except as provided in Section 8(c) above,] in the event of any payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee [(other than against the Fund Indemnitors)], who shall execute allpapers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bringsuit to enforce such rights.

(e) [Except as provided in Section 8(c) above,] the Company shall not be liable under this Agreement to make any paymentof amounts otherwise indemnifiable (or for which advancement of Expenses is provided) hereunder if and to the extent that Indemnitee has otherwiseactually received such payment under any insurance policy, contract, agreement or otherwise.

(f) [Except as provided in Section 8(c) above,] the Company’s obligation to indemnify or advance Expenses hereunder toIndemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification oradvancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligatedunder this Agreement to make any indemnity in connection with any claim involving Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnityprovision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; [provided, that the foregoingshall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above;] or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of theCompany within the meaning of Section 16(b) of the Exchange Act (as hereinafter defined), or similar provisions of state statutory law or common law; or

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(c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profitsrealized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act (including any such reimbursementsthat arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) orSection 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting restatement of the Company or thepayment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

(d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (orany part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Companyhas joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with anymandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), (iii) the Company provides theindemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) the Proceeding is one to enforceIndemnitee’s rights under this Agreement or;

(e) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment orclawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply withstock exchange listing requirements implementing Section 10D of the Exchange Act.

10. Non−Disclosure of Payments. Except as expressly required by applicable law, neither party shall disclose any payments under thisAgreement unless prior approval of the other party is obtained. If any payment information must be disclosed, the Company shall afford the Indemnitee anopportunity to review all such disclosures and, if requested, to explain in such statement any mitigating circumstances regarding the events to be reported.

11. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue until and terminate uponthe later of (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or a director, officer, trustee,partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprisewhich Indemnitee served at the request of the Company, and (ii) one (1) year after the final termination of any Proceeding (including any rights of appealthereto) in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced byIndemnitee pursuant to Section 7 hereof relating thereto (including any rights of appeal of any such Proceeding). Termination of this Agreement shall notadversely affect any right or protection hereunder of any Indemnitee in respect of any Proceeding (regardless of when such Proceeding is first threatened,commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such termination. This Agreement shall be bindingupon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor bypurchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors andpersonal and legal representatives and shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or ofany other Enterprise at the Company’s request.

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12. Definitions. For purposes of this Agreement:

(a) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided,however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approvinga merger of the Company with another entity.

(b) “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of thefollowing events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below), other than [GTCR][GTCR, LLC(“GTCR”)]2 and its affiliates, is or becomes the Beneficial Owner (as defined above), directly or indirectly, ofsecurities of the Company representing more than 50% of the combined voting power of the Company’s thenoutstanding securities, unless the change in relative Beneficial Ownership of the Company’s securities by any Personresults solely from a reduction in the aggregate number of outstanding securities entitled to vote generally in theelection of directors;

(ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any periodprior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and anynew director (other than a director designated by a Person who has entered into an agreement with the Company toeffect a transaction described in Section 12(b)(i), 12(b)(iii) or 12(b)(iv)) whose election by the Board or nomination forelection by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in officewho either were directors at the beginning of the period or whose election or nomination for election was previously soapproved, cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any otherentity, other than a merger or consolidation which would result in the voting securities of the Company outstandingimmediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) more than 50% of the combined voting power of the votingsecurities of the surviving entity outstanding immediately after such merger or consolidation and with the power toelect at least a majority of the board of directors or other governing body of such surviving entity; and

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Companyor an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of theCompany’s assets, or, if such approval is not required, the decision by the Board to proceed with such a liquidation,sale, or disposition in one transaction or a series of related transactions.

2 NTD: GTCR will already be defined only in agreements for GTCR directors.

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(c) “Corporate Status” describes the status of a person who is or was a director, officer, employee, trustee, partner, managingmember, agent or fiduciary of the Company, any direct or indirect subsidiary of the Company, or of any other corporation, partnership, joint venture, trust,employee benefit plan or other enterprise that such person is or was serving at the request of the Company.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect ofwhich indemnification is sought by Indemnitee.

(e) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit planor other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee,agent or fiduciary.

(f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(g) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and otherprofessionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excisetaxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing toprosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request toprovide discovery in any Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceedingincluding without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent,(ii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and(iii) Expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless ofwhether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be.The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordancewith this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faithjudgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemniteeor the amount of judgments or fines against Indemnitee.

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation lawand neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either suchparty (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements),or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “IndependentCounsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

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(i) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, thatPerson shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) anycorporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of theCompany.

(j) “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration,mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, legislative, regulatory or investigative (formalor informal), including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, a potential party, non-party witness or otherwiseby reason of Indemnitee’s Corporate Status, by reason of any action taken by Indemnitee (or failure to take action by Indemnitee) or of any action (orfailure to act) on Indemnitee’s party while acting pursuant to Indemnitee’s Corporate Status; in each case whether or not Indemnitee is acting or serving inany such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be providedunder this Agreement; including a proceeding pending on or before the date of this Agreement, but excluding a proceeding initiated by an Indemniteepursuant to Section 7 hereof to enforce Indemnitee’s rights under this Agreement. If Indemnitee believes in good faith that a given situation may lead to orculminate in the institution of a Proceeding, this shall be considered a Proceeding under this definition.]

13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reasonwhatsoever: (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of anySection, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegalor unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) suchprovision or provisions shall be deemed reformed to the fullest extent necessary to conform to applicable law and to give the maximum effect to the intentof the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section,paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal orunenforceable) shall be construed so as to give effect to the intent manifested thereby. Without limiting the generality of the foregoing, this Agreement isintended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws.

14. Enforcement and Binding Effect.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposedon it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying uponthis Agreement in serving or continuing to serve as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof andsupersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof;provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws, any directors’ and officers’ insurance maintainedby the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

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(c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform if no such succession had taken place.

(d) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, maybe inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the partieshereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showingactual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking orobtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to suchspecific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessityof posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may berequired of Indemnitee by the court, and the Company hereby waives any such requirement of such a bond or undertaking.

15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unlessexecuted in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of anyother provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwisereceiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may besubject to indemnification or advancement of Expenses covered hereunder. The failure to so notify the Company shall not relieve the Company of anyobligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudicesthe Company.

17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemedeffectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normalbusiness hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certifiedmail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b) To the Company at: 303 Perimeter Center North Suite 600 Atlanta, Georgia 30346 Attention: Chief Legal Officer

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

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18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two ormore counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed toconstitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, andconstrued and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect to anyarbitration commenced by Indemnitee pursuant to Section 7 hereof, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that anyaction or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federalcourt in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court forpurposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject toservice of process in the State of Delaware, irrevocably The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801 as its agent inthe State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with thesame legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of anysuch action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought inthe Delaware Court has been brought in an improper or inconvenient forum.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first written above.

PAYA HOLDINGS INC. By: Name:

Title: INDEMNITEE Name: Address:

SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT

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Exhibit 10.8

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc.

(“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Jeffrey Hack (“Executive”). Capitalized terms used but not otherwise defined herein shallhave the meanings set forth in Section 4 of this Agreement, or if not defined herein, the meanings in the LLC Agreement.

Employer, Executive and GTCR-Ultra Holdings, LLC, a Delaware limited liability company (the “Company”) are party to a Senior

Management Agreement, dated as of November 12, 2018 (the “Original Senior Management Agreement”), and concurrently with entering into thisAgreement, the Company and Executive are amending and restating the Original Senior Management Agreement (the “A&R Senior ManagementAgreement”) to remove Employer as a party and to remove the employment-related provisions as provided therein.

In conjunction with the execution of the A&R Senior Management Agreement, Employer and Executive mutually desire to enter into an

agreement containing the terms and conditions pursuant to which Employer will continue to employ Executive. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Employment. Employer agrees to continue to employ Executive, and Executive accepts such continued employment, for the period

beginning on the Effective Date (as defined in the Original Senior Management Agreement) and ending upon Executive’s separation pursuant to Section1(c) (the “Employment Period”). Such continued employment shall be deemed a continuation of the employment of Executive by Employer pursuant to theOriginal Senior Management Agreement, and the transition of such employment from the Original Senior Management Agreement to this Agreement shallnot be deemed a Separation.

(a) Position and Duties.

(i) During the Employment Period, Executive shall serve as the Chief Executive Officer of Parent, and its Subsidiaries

(including the Employer and any entities created and/or acquired after the date of this Agreement) and shall have the normal duties,responsibilities and authority implied by such position, including defining Parent’s strategy and business plan, selecting and evaluating othermembers of management, sourcing and completing acquisitions, managing the growth and operations of Parent, and such other duties as arereasonably directed by the board of directors of Parent (the “Board”), subject in each case to the reasonable oversight of the Board, and theirpower to override actions of officers.

(ii) Executive shall report to the Board, and Executive shall devote Executive’s best efforts and Executive’s full business time

and attention to the business and affairs of Parent, Employer and the other Subsidiaries of Parent, subject to Executive’s rights pursuant tosubsection (a)(iii) and (a)(iv) of this Section 1(a) and to engage in charitable or philanthropic pursuits which do not adversely affect Executive’sperformance of duties.

(iii) The parties acknowledge that Executive has been an advisor to, and is an equityholder of, Boomtown Network, Inc.

(“Boomtown”). Notwithstanding anything to the contrary set forth in this Agreement, Executive will not authorize any material change in anamendment of any agreement with or the business relationship (including any cancellation, renewal or extension of terms) between Parent or itsSubsidiaries, on the one hand, and Boomtown, on the other, without the prior approval of the audit committee of Parent.

(iv) [Reserved.] (v) During the Employment Period, Executive will have the right to serve as a member of the Board. If Executive is a member

of the Board at the time of a Separation, Executive will be removed from the Board at such time. (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary at the same rate as in effect

on the date hereof under the terms set forth in the Original Senior Management Agreement, i.e., $500,000 (the "Annual Base Salary"). For each fiscal yearof the Employer ending during the Employment Period, Executive shall be eligible for an annual target bonus of 100% of the Annual Base Salary (the“Target Bonus”) based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent of financial,operating and other objectives set by the Board, after discussion with Executive and in connection with the development of the annual budget of Parent andEmployer. The Annual Base Salary and the financial, operating and other objectives set forth above shall be reviewed annually by the Board, provided, thatthe Annual Base Salary will not be reduced below $500,000. In addition, during the Employment Period, Executive will be entitled to such other benefitsas are approved by the Board and made generally available to all senior management of Parent and Employer (“Benefits”). A description of the currentBenefits is set forth on Exhibit A attached hereto. Employer will promptly reimburse Executive for all reasonable business related expenses incurred byhim in accordance with Employer’s expense reimbursement policy. The parties acknowledge that Executive will not be relocating to any Parent, Employeror other location and as a result reasonable business expenses will include (a) air travel to and from Executive’s home city, Parent/Employer facilities,customers and suppliers, and (b) lodging accommodations (which may include short-term rental accommodations not to exceed one year).

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(c) Separation. The Employment Period will continue until (i) Executive’s resignation with or without Good Reason, death or Disability

or (ii) the Board terminates Executive’s employment with or without Cause. If Executive’s employment is terminated by resignation of Executive withGood Reason pursuant to clause (i) of the immediately preceding sentence or by the Board without Cause pursuant to clause (ii) of the immediatelypreceding sentence, then during the Severance Period, Employer shall pay to Executive (x) his Annual Base Salary for such period, payable in equalinstallments on Employer’s regular salary payment dates as in effect on the date of the Separation and shall reimburse Executive’s COBRA premium to theextent Employer is permitted by law to offer such coverage and able to do so without incurring a fine or penalty; provided that if Employer elects to extendthe Severance Period for the additional one year period, then the amount payable pursuant to this clause (x) during the second year of the Severance Periodwill be $1,250,000, with such amount to be paid within 60 days of Employer’s election to extend the Severance Period, which election must be made byEmployer no later than 90 days prior to end of the first year, time being of the essence and (y) any annual bonus payable with respect to the fiscal yearduring which such termination occurs, pro-rated based upon the portion of the fiscal year during which Executive was employed by Employer, payable onthe date that Employer pays annual bonuses to its senior management team for such fiscal year (the “Severance Payments”). The amount of the bonuspayable pursuant to clause (y) of the previous sentence, if any, shall be calculated based upon the portion of the target bonuses received by the remainingsenior management team. For example, if the remaining senior management team receives bonuses equal to 75% of the applicable target, then Executive’sbonus will be calculated based upon 75% of the applicable target bonus. Notwithstanding anything herein to the contrary, (A) Executive shall not beentitled to receive any payments or other benefits pursuant to this Section 1(c) unless Executive has executed and delivered to Employer a general releasein form attached hereto as Exhibit B (“Release”) (and such Release is in full force and effect and has not been revoked), which Release shall be deliveredby Executive within seven calendar days after Executive’s Separation and (B) Executive shall be entitled to receive such payments only so long asExecutive has not breached any of the provisions of such Release, Section 2 or Section 3. Executive shall not be entitled to any further payments fromParent, Employer or their Affiliates, nor shall they have any further liability to Executive, except as expressly set forth in this Section 1(c). Upon anySeparation, Employer will notify the Company of such Separation and the circumstances of such Separation.

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(d) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt

from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly,to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shallParent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing tocomply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date oftermination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that isconsidered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is theearlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date ofExecutive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayedpursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided inaccordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes ofany provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within themeaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent andEmployer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “terminationof employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installmentpayment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision tothe contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) besubject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kindbenefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later thanDecember 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in oneyear shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing forthe reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any suchexpenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent thatany payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’stermination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to theRelease Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefitsotherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in twoseparate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferredcompensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date”shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination ofemployment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination inEmployment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments ofnonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employmentare delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes anddoes not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), onthe first payroll period to occur in the subsequent taxable year, if later.

(e) Sale Bonus. If a Sale of the Company is consummated and the definitive contract therefor was executed prior to the first anniversary

of the date of the Original Senior Management Agreement, then in connection with such Sale of the Company, Employer shall pay to Executive an amountequal to $3,000,000. If a Sale of the Company is consummated and the definitive contract therefor was executed following the first anniversary of the dateof the Original Senior Management Agreement but on or prior to the second anniversary of the date of the Original Senior Management Agreement, then inconnection with such Sale of the Company, Employer shall pay to Executive an amount equal to $2,000,000.

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2. Confidential Information.

(a) Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data (including trade secrets)

obtained by Executive while employed by Employer both before and after the date of this Agreement concerning the business or affairs of Parent,Employer and their respective Subsidiaries and Affiliates (“Confidential Information”) are the property of Parent, Employer or such Subsidiaries andAffiliates, including information concerning acquisition targets and opportunities in or reasonably related to Parent’s and Employer’s business or industryof which Executive becomes aware during the Employment Period. Therefore, Executive agrees that Executive will not disclose to any unauthorizedPerson or use for Executive’s own purposes any Confidential Information or any Third Party Information without the prior written consent of the Board,unless and to the extent that the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the publicother than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or a court order or decree (inwhich case Executive shall give prior written notice to Parent of such disclosure). Executive shall deliver to Employer any time Employer may request, allmemoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof)embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of Parent, Employer andtheir respective Subsidiaries and Affiliates (including all acquisition prospects, lists and contact information) which he may then possess or have underExecutive’s control.

(b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements,

developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or notincluding any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or relatedinformation (whether or not patentable) that relate to Parent’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipatedbusiness, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced topractice by Executive (either solely or jointly with others) while employed by Parent, Employer or any of their respective Subsidiaries or Affiliates(including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to Parent, Employer or such Subsidiary orAffiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to Parent, Employer or to such Subsidiary or Affiliate. Anycopyrightable work prepared in whole or in part by Executive in the course of Executive’s work for any of the foregoing entities shall be deemed a “workmade for hire” under the copyright laws, and Parent, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any suchcopyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Parent, Employer or such Subsidiary or Affiliate allright, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Productand copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) toestablish and confirm Parent’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including assignments, consents, powers of attorney, and otherinstruments).

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(c) Third Party Information. Executive understands that Parent, Employer and their respective Subsidiaries and Affiliates will receive

from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Parent’s, Employer’s and their respectiveSubsidiaries and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the EmploymentPeriod and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictestconfidence and will not disclose to anyone (other than personnel and consultants of Parent, Employer or their respective Subsidiaries and Affiliates whoneed to know such information in connection with their work for Parent, Employer or their respective Subsidiaries and Affiliates) or use, except inconnection with Executive’s work for Parent, Employer or their respective Subsidiaries and Affiliates, Third Party Information unless expressly authorizedby a member of the Board (other than Executive) in writing.

(d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any

confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, andwill not bring onto the premises of Parent, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any propertybelonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the formeremployer or Person. Executive will use in the performance of Executive’s duties only information which is (i) generally known and used by persons withtraining and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii)is otherwise provided or developed by Parent, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property orinformation belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing bysuch former employer or Person. In furtherance of the foregoing, concurrently with the execution of this Agreement, Executive shall execute and deliver toEmployer a certificate in the form of Exhibit C attached hereto and shall comply with such certificate.

(e) Continuation of Terms. Notwithstanding anything in this Agreement to the contrary, the parties hereto expressly acknowledge and

agree that the terms, conditions, obligations and covenants set forth in this Section 2 are a continuation without interruption, lapse, reprieve, gap ormodification of any kind of the terms, conditions, obligations and covenants set forth in Section 6 of the Original Senior Management Agreement.

(f) Whistleblower Protections. Notwithstanding anything to the contrary contained herein, no provision of this Agreement will be

interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agencyor entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General of anyUnited States federal agency, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the priorauthorization of the Company to make any such reports or disclosures, and Executive will not be required to notify the Company that such reports ordisclosures have been made.

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(g) Trade Secrets. An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure

of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii)solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or otherproceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosuresof trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence tradesecrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Theparties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal andprotected from public disclosure.

3. Other Covenants. Executive acknowledges that in the course of his employment with Employer he will become familiar with Parent’s,

Employer’s and their respective Subsidiaries’ trade secrets and with other Confidential Information concerning Parent, Employer and such Subsidiaries andthat his services will be of special, unique and extraordinary value to Parent, Employer and such Subsidiaries. Executive understands and agrees thatwithout his employment by Employer, he would not have access or exposure to this Confidential Information or these acquisition opportunities and otherbusiness relationships. Executive further understands and agrees that this confidential information and these acquisition opportunities and other businessrelationships take a long time to develop and are the product of substantial investment by Parent, Employer and their respective Subsidiaries. Executiveunderstands and agrees that Parent, Employer and their respective Subsidiaries have a legitimate and protectable interest in protecting its confidentialinformation and its customer, referral source, employee, and other business relationships and that this Section 3 is intended to protect those interests.Therefore, Executive agrees that, without limiting any other obligation pursuant to this Agreement:

(a) Noncompetition. During (i) the Employment Period and (ii) the Severance Period (such period, together with the Employment Period,

is referred to herein as the “Restricted Period”), Executive shall not engage in any Competitive Activities unless Executive receives prior written approval.For purposes of this Agreement, “Competitive Activities” means Executive engaging, or Executive causing or directing any Person to engage, directly orindirectly, as a principal, agent, shareholder, investor, employer, partner, director, officer, employee, consultant, member, joint venturer, manager, lender,consultant, operator, or in any capacity whatsoever (other than as a customer) (including, without limitation, in any division, group or franchise of a largerorganization), in any business in which Parent, Employer or any of their respective Subsidiaries is engaged or any other business for which Employer,Parent or any of their respective Subsidiaries has a Bona Fide Interest (as defined below), including, without limitation, any merchant acquirer or paymentcard processing business, including: (i) any business that conducts electronic card and check processing and settlement or ACH payment processing, or (ii)any independent payment processing sales organizations (the “Business”), within the United States or any other jurisdiction in which Employer, Parent orany of their respective Subsidiaries engages in business or for which Employer, Parent or any of their respective Subsidiaries has a Bona Fide Interest(whether such business is located in the United States or such other jurisdiction or markets to customers located within the United States or such otherjurisdiction); provided that Competitive Activities shall not include (x) Executive being a passive owner of not more than 2% of the outstanding stock ofany class of a Corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation, and (y) Executiveproviding services as an officer, employee, director or consultant of any financial institution so long as Executive’s services relate solely to a subsidiary,division or other business unit of such financial institution that is not engaged in the Business and Executive does not otherwise in any manner engage inany Competitive Activities; provided further that, with respect to large financial institutions (for example, JPMorgan Chase) that may have divisions,business lines or business units that conduct the types of business described in clauses (i) and (ii) above (the “Restricted Divisions”), only such RestrictedDivisions shall be applicable for evaluating a breach of this Section 3(a). As used herein, a “Bona Fide Interest” means a bona fide interest or expectancyrelating to the acquisition of such business by Employer, Parent or any of their respective Subsidiaries, as evidenced by appropriate written documentation(for example, a term sheet or letter of intent or emails or other written records that evidence that the parties have an interest or expectancy and have haddiscussions relating to such acquisition) or discussions indicating an intent to pursue such acquisition transaction (except that, with respect to the portion ofthe Restricted Period following the Employment Period, the bona fide interest or expectancy is measured as of the time immediately preceding theSeparation); provided that Parent shall no longer have a Bona Fide Interest in a business if Parent determines to no longer pursue the acquisition of suchbusiness more than six (6) months prior to Executive engaging in any Competitive Activities. Executive shall be immediately relieved from any restrictionhereunder in the event that Parent fails to make any payments during the Severance Period; provided, that Executive shall be required to provide notice ofsuch failure to Parent and Parent shall have a 30 day period from the receipt of such notice to cure the failure by appropriate action.

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(b) Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to,

directly or indirectly through another entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries toleave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or anyof their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during theEmployment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent (unless suchformer employee had been separated from Parent for 90 days or more prior to a Separation), Employer or any of their respective Subsidiaries, (iii) induceor attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respective Subsidiaries to cease doingbusiness with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or businessrelation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to thebusiness of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respective Subsidiaries hasentertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or any of their respectiveSubsidiaries at any time within the one year period immediately preceding a Separation (an “Acquisition Target”) or (v) provide services to any entity thatacquires or attempts to acquire any Acquisition Target. The foregoing shall not apply to employees solicited directly or indirectly by Executive orExecutive’s Affiliates responding to general announcements of employment opportunities provided that Executive or Executive’s Affiliates do not hire suchemployee. Executive shall be immediately relieved from any restriction hereunder in the event that Employer fails to make any payments during theSeverance Period; provided, that Executive shall be required to provide notice of such failure to Parent and Employer shall have a 30 day period from thereceipt of such notice to cure the failure by appropriate action.

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(c) Nondisparagement. During the Employment Period and thereafter, Executive shall not directly or indirectly through another entity

make any public statement that is intended to or could reasonably be expected to disparage Parent, Employer or their respective affiliates or any of theirrespective businesses, products, services, equityholders, directors, managers, officers or employees. During the Employment Period and thereafter, Parent,Employer and their respective Subsidiaries shall not directly or indirectly through another entity make any public statement that is intended to or couldreasonably be expected to disparage the Executive or Executive Affiliates.

(d) Enforcement. If, at the time of enforcement of Section 2 or this Section 3, a court holds that the restrictions stated herein are

unreasonable under circumstances then existing, the parties hereto agree that the maximum duration or scope reasonable under such circumstances shall besubstituted for the stated period or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration andscope permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree thatmoney damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,Parent, Employer, their respective Subsidiaries and/or their respective successors or assigns may, in addition to other rights and remedies existing in theirfavor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violationsof, the provisions hereof. In the event that Executive breaches any provision of this Section 3, then the Restricted Period shall be extended for a period oftime equal to the period of time during which such breach occurred.

(e) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment

with Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that therestrictions contained in Section 2 and this Section 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations onExecutive’s ability to earn a living. In addition, Executive acknowledges (x) that the business of Parent, Employer and their respective Subsidiaries will beconducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during theEmployment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any oftheir respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have businessactivities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any oftheir respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be travelingthroughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during theEmployment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent,Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm toExecutive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legalcounsel of Executive’s choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement and isin full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and theirrespective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposedby this Agreement is reasonable with respect to subject matter and time period.

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(f) Choice of Law. Executive agrees and acknowledges that this Section 3 shall be governed by the laws of the State of Delaware without

regard to conflict of laws provisions and may not be modified except as set forth in Section 6(k).

GENERAL PROVISIONS 4. Definitions. “Cause” means (a) (i) Executive being named as a defendant in any criminal proceedings, and as a result of being named as a defendant,

the operations, financial condition, or reputation of Parent or Employer or their respective Subsidiaries are materially injured, provided that, in the eventExecutive is so named, any Severance Payments that would be owed to Executive in the event of a termination without Cause shall be placed in an escrowaccount and, if Executive is ultimately not convicted of such charge, then the Severance Payments will be released to Executive, or (ii) Executive beingconvicted of a felony or a crime of moral turpitude, (b) the commission of any other material act or omission involving dishonesty or fraud with respect toParent, Employer or any of their respective Subsidiaries or any of their customers, vendors or employees, (c) Executive’s refusal to perform duties of theoffice held by Executive as reasonably directed by the Board (other than as a result of Executive’s Disability) which continues for 10 business days afternotice setting forth the specific duty, (d) gross negligence or willful misconduct with respect to Parent, Employer or any of their respective Subsidiaries orany of their customers, vendors or employees, (e) conduct which could reasonably be expected to bring Parent, Employer or any of their respectiveSubsidiaries into substantial public disgrace or disrepute, (f) any breach by Executive of Section 2 or Section 3 and/or (g) a failure to observe policies orstandards regarding employment practices (including nondiscrimination and sexual harassment policies) as approved by the Board from time to time andcommunicated to Executive. In order to terminate for Cause, action must be taken by the Board to do so at a meeting held at which Executive and hiscounsel are given an opportunity to be heard prior to the Board voting on such matter.

“Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which

Executive is, or is reasonably expected to be, unable to effectively perform the essential functions of Executive’s duties for a substantially continuousperiod of more than 120 days or for any 180 days (whether or not continuous) within a 365 day period, as determined by the Board in good faith.

“Good Reason” means (a) a reduction in Executive’s then effective Annual Base Salary, failure to pay an annual bonus to Executiveconsistent with the bonus plan adopted by the Board, or material reduction in any of the Benefits other than a reduction of such Benefits applicable tosubstantially all of the employees of Parent or Employer, (b) any change to Executive’s title, (c) any material breach by Parent or Employer of any of theirobligations pursuant to this Agreement, (d) any breach by Parent or Employer of any representation set forth in this Agreement, or (e) the assignment ofduties to Executive materially inconsistent with Executive’s position, in each case, without the prior written consent of Executive; provided that, in orderfor an event to constitute Good Reason for any purpose hereunder, Executive must, within 60 days after Executive obtains actual knowledge of theoccurrence of such event, deliver a written notice to Parent of Executive’s resignation that specifies the event to which he is objecting, which resignationshall be effective on the 30th day following Parent’s receipt of such notice (or such earlier date as may be chosen by Parent), and, even if such notice istimely delivered, such event shall not constitute Good Reason for any purpose hereunder (and such resignation shall not be effective, unless otherwiseelected by either Parent or Executive prior to the 30th day following Parent’s receipt of such notice) if substantially all detriment otherwise resulting toExecutive from such action can be cured by appropriate action which Employer causes to be taken within 30 days following Parent’s receipt of Executive’swritten notice.

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“LLC Agreement” means the Limited Liability Company Agreement of the Company, as amended or modified from time to time in

accordance with its terms. “Parent” means Paya Holdings, Inc., a Delaware corporation. “Separation” means Executive ceasing to be employed by any of Parent, Employer and their respective Subsidiaries for any reason. “Severance Period” means the twelve-month period commencing on the date of termination of the Employment Period, provided that

such period may be extended by an additional twelve months at the sole discretion of Employer. 5. 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 (a) delivered personally to the recipient, (b) on the next business day if sent to therecipient by reputable express courier service (charges prepaid), (c) mailed to the recipient by certified or registered mail, return receipt requested andpostage prepaid, or (d) telecopied or emailed to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid)that same day) if telecopied or emailed before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices,demands and other communications shall be sent to the parties at the addresses indicated below:

If to Parent or Employer:

c/o Paya, Inc.12120 Sunset Hills Road, #500Reston, VA 20190Attention: with a copy to: Kirkland & Ellis LLP300 North LaSalleChicago, Illinois 60654Facsimile: (312) 862-2200Email: mark.fennell@kirkland.comchristopher.thomas@kirkland.comAttention: Mark A. Fennell, P.C.Christopher M. Thomas, P.C.

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If to Executive:

Jeffrey Hack105 Cushman RoadScarsdale, NY 20583Email: jeffreyihack@me.com with a copy to: Latham & Watkins LLP355 South Grand Avenue, Suite 100Los Angeles, CA 90071Email: larry.seymour@law.comAttention: Laurence Seymour

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

6. General Provisions. (a) Severability. Whenever possible, each provision of this Agreement will 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 invalid, illegal or unenforceable in any respect under any applicable law or rule inany jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(b) Entire Agreement. This Agreement, those documents expressly referred to herein or the forms of which are attached hereto and other

documents of even date herewith embody the complete agreement and understanding among the parties hereto and supersede and preempt any priorunderstandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in anyway, including any Summary of Terms.

(c) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience

only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include thecorresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use ofthe word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document, or instrument meanssuch agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable,hereof. The use of the words “or,” “either,” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting ofthis Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partieshereto, 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 thisAgreement.

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(d) Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the

same document. All counterparts shall be construed together and constitute the same instrument. (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable

by Executive, Parent, Employer and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreementshall not be assigned or delegated.

(f) Applicable Law. Except as set forth in Section 3(f), this Agreement shall be governed by, and construed in accordance with, the laws

of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any otherjurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(g) Jurisdiction; Venue; Service of Process. Each party hereto agrees that it must bring any action between the parties hereto arising out of

or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does nothave subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in suchcourts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, theSuperior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (a) irrevocably submits to the exclusivejurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that theChosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice ordocument pursuant to Section 5 shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which ithas submitted to jurisdiction as set forth in the immediately preceding sentence.

(h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX

TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THEPARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIESHERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVETHE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENTHEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTEBETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYAND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

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(i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall reasonably cooperate with Parent, Employer

and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceedingas reasonably requested by Parent (including Executive being available to Parent upon reasonable notice for interviews and factual investigations,appearing at Parent’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to Parent all pertinentinformation and turning over to Parent all relevant documents which are or may come into Executive’s possession, all at times and on schedules that arereasonably consistent with Executive’s other permitted activities and commitments). In the event Parent requires Executive’s cooperation in accordancewith this paragraph after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses (including lodging and meals, uponsubmission of receipts) and Employer shall reasonably compensate the Executive for his travel time and for time spent providing the services pursuant tothis Section.

(j) Remedies. Each of the parties to this Agreement shall have all rights and remedies set forth in this Agreement and all rights and

remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law.Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by anybreach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that moneydamages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any courtof law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforceor prevent any violations of the provisions of this Agreement.

(k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Parent,

Employer and Executive. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement orto exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, orcondition. The waiver by any party of a breach of any covenant, duty, agreement, or condition of this Agreement of any other party shall not operate or beconstrued as a waiver of any subsequent breach of that provision or any other provision hereof.

(l) Insurance. Parent or Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or

disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination,supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitutesuch insurance. Upon a Separation other than death, Parent or Employer will transfer to the Executive all life insurance policies on the life of Executive.Upon a Separation other than due to a Disability, Parent or Employer will transfer to the Executive all disability policies with respect to the Executive.

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(m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or

holiday in the state in which Parent’s chief executive office is located, the time period shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

(n) Indemnification and Reimbursement of Payments.

(i) Parent, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from

Parent, Employer or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case ofissuances of equity by Parent, Employer or any of their respective Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes,or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from Parent, Employer or any of theirrespective Subsidiaries or Executive’s ownership interest in Parent, including wages, bonuses, distributions, the receipt or exercise of equityoptions and/or the receipt or vesting of restricted equity. In the event any such deductions or withholdings are not made, Executive shall indemnifyParent, Employer and each of their respective Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest,penalties and related expenses thereto.

(ii) Executive shall follow Employer’s reasonable instructions designed to ensure that he complies with any legally enforceable

restrictions between Executive and a former employer. Conditioned on Executive’s compliance with the immediately preceding sentence,Employer agrees, to the fullest extent permitted by law, to defend and indemnify Executive from and against any loss, liability, claim or expense(including attorneys’ fees) which Executive may suffer, sustain or become subject to, as a result of any claims, actions or causes of action broughtby Executive’s former employer relating to Executive’s employment by, or activities conducted at the request of, Employer, after the date hereof;provided that Executive shall not be entitled to indemnification by Employer hereunder to the extent that such claims, action, or causes of actionrelate to any theft of confidential or trade secret information belonging to Executive’s former employer, Executive having represented andwarranted to Employer that he possesses no such information and will use no such information on behalf of Employer.

(iii) Should Executive’s former employer make a claim against Executive based on activities that occur after the date hereof,

Employer shall have the right to assume control of Executive’s defense in the matter and to select counsel to represent Executive in the matter.Executive shall not be entitled to indemnification with respect to any settlement entered into without the prior written consent of Employer.Employer shall obtain the prior written consent of Executive (which shall not be unreasonably withheld) before entering into any settlement of aclaim if such settlement does not expressly and unconditionally release Executive with respect to such claim.

(o) Termination. This Agreement (except for the provisions of Sections 1(a) and 1(b)) shall survive a Separation and shall remain in full

force and effect after such Separation.

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(p) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in

connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means ofa photographic, photostatic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing using a facsimile machine orelectronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legaleffect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, eachother party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties hereto. No party hereto or to any such agreement orinstrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument wastransmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract andeach such party forever waives any such defense.

(q) No Third-Party Beneficiaries. Except as expressly provided herein, no term or provision of this Agreement is intended to be, or shall

be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder. (r) Attorneys’ Fees. Whenever an attorney is used to obtain payment under, or to otherwise enforce, this Agreement or to enforce,

declare, or adjudicate any rights or obligations under this Agreement, whether by arbitration, suit, or by any other legal means whatsoever, the costs andexpenses thereof, including reasonable attorneys’ fees and expenses, shall be payable by the non-prevailing party.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.

PAYA HOLDINGS, INC. By: /s/ Glenn Renzulli Name: Glenn Renzulli Its: Chief Financial Officer PAYA, INC. By: /s/ Glenn Renzulli Name: Glenn Renzulli Its: Chief Financial Officer EXECUTIVE /s/ Jeffrey Hack Jeffrey Hack

[Signature Page to Employment Agreement]

EXHIBIT A

RELEASE

This Release Agreement (this “Release”), is entered into as of [ ], 20[ ], by the undersigned (“Executive”) and is given in consideration for the

promises and payments contained in the Employment Agreement, dated October 16, 2020 (as amended, the “Employment Agreement”), by and betweenPaya Holdings, Inc., (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Executive. Capitalized terms used in this Agreement withoutdefinition shall have the meanings ascribed thereto in the Employment Agreement. Executive agrees as follows:

1. Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and

successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to sueParent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respectiveassignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees,past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from andwith respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts,promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from anyact or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed oromitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, theCivil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustmentand Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Sarbanes-Oxley Act, the Securities Act of 1933, the SecuritiesExchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation orordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims,all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing withrespect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, nomatter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to:(a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release doesnot cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense orindemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicablelaw, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that maynot be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the EqualEmployment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities andExchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possibleviolations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, orproviding documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with theprovisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, as each may have beenamended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limitExecutive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agreesthat any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal EmploymentOpportunity Commission would be and hereby is barred.

Exhibit A - 1

2. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Release, he is waiving any and all rights or claims that

he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”). which have arisen on or before the date ofexecution of this Release. Executive further expressly acknowledges and agrees that:

(s) In return for this Release, he will receive consideration beyond that which he was already entitled to receive before entering into this

Release; (t) He is hereby advised in writing by this Release to consult with an attorney before signing this Release; (u) He was given a copy of this Release on [_________], and informed that he had twenty-one (21) days within which to consider this

Release and that if he wished to execute this Release prior to expiration of such twenty-one (21)-day period, he should execute the Acknowledgement andWaiver attached hereto as Schedule A;

(v) Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of

this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law;and

(w) He was informed that he has seven (7) days following the date of execution of this Release in which to revoke this Release, and this

Release will become null and void if Executive so elects revocation during that time. Any revocation must be in writing and must be received by Employerduring the seven (7)-day revocation period. In the event that Executive exercises his right of revocation, neither Employer nor Executive will have anyobligations under this Release.

3. Non-Admission. This Agreement shall not in any way be construed as an admission by Employer that it has acted wrongfully with respect to

Executive or any other person, or that Executive has have any rights whatsoever against Employer.

Exhibit A - 2

4. No Transferred Claims; No Previous Claims. Executive represents and warrants to Employer, that he has not heretofore assigned or transferred

to any person not a party to this Release any released matter or any part or portion thereof. Executive represents and covenants that he has not filed,initiated or caused to be filed or initiated any Claim released hereunder against Employer or any of the other Company Parties.

5. Miscellaneous. The following provisions shall apply for purposes of this Release:

(a) Voluntary Release. Executive agrees that he has carefully read this Release and knows its contents, and that he signs this Release

voluntarily, with a full understanding of its significance, and intending to be bound by its terms. (b) Section Headings. The section headings contained in this Release are for reference purposes only and shall not affect in any way the

meaning or interpretation of this Release. (c) Governing Law. This Release shall be governed by and construed in accordance with the internal laws of the State of New York,

without regard to the principles of conflicts of law thereof (to the extent that the application of the laws of another jurisdiction would be required thereby). (d) Amendments: Waivers. This Release may be amended, superseded, canceled, renewed or extended, and the terms hereof may be

waived, only by a written instrument signed by Executive and Employer or, in the case of a waiver, by the party waiving compliance. (e) Disputes. Any controversy arising out of or relating to this Release shall be resolved pursuant to the provisions of the Employment

Agreement, including, but not limited to, Section 6 thereof. (f) Severability. Any provision of this Release which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Release, and any such prohibition orunenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, theparties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.

(g) Counterparts. This Release may be executed in counterparts, each of which shall be deemed an original, and it will not be necessary in

making proof of this Release or the terms of this Release to produce or account for more than one of such counterparts. All counterparts shall constitute oneand the same instrument. Each party may execute this Release via a facsimile (or transmission of a PDF file) of a counterpart of this Release. In addition,facsimile or PDF signatures of authorized signatories of any party shall be valid and binding and delivery of a facsimile or PDF signature by any party shallconstitute due execution and delivery of this Release.

[SIGNATURE PAGE FOLLOWS]

Exhibit A - 3

IN WITNESS WHEREOF, the undersigned has executed this Release as of the date first set forth above.

“EXECUTIVE” Jeffrey Hack

Exhibit A - 4

Schedule A to Release

Acknowledgment and Waiver

I, Jeffrey Hack, hereby acknowledge that I was given seven (7) days to consider the foregoing Release and voluntarily chose to sign the Release

prior to the expiration of the seven (7)-day period. I declare under penalty of perjury under the laws of the State of New York that the foregoing is true and correct. EXECUTED as of [__________], at [__________].

Jeffrey Hack

Schedule A - 1

Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc., aDelaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Glenn Renzulli (“Executive”). Capitalized terms used but nototherwise defined herein shall have the meanings set forth in Section 4 of this Agreement, or if not defined herein, the meanings in the LLC Agreement.

Employer, Executive and GTCR-Ultra Holdings, LLC, a Delaware limited liability company (the “Company”) are party to a Senior

Management Agreement, dated as of January 14, 2019 (the “Original Senior Management Agreement”), and concurrently with entering into thisAgreement, the Company and Executive are amending and restating the Original Senior Management Agreement (the “A&R Senior ManagementAgreement”) to remove Employer as a party and to remove the employment-related provisions as provided therein.

In conjunction with the execution of the A&R Senior Management Agreement, Employer and Executive mutually desire to enter into an

agreement containing the terms and conditions pursuant to which Employer will continue to employ Executive. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Employment. Employer agrees to continue to employ Executive, and Executive accepts such continued employment, for the period

beginning on the date of the Original Senior Management Agreement and ending upon Executive’s separation pursuant to Section 1(c) (the “EmploymentPeriod”). Such continued employment shall be deemed a continuation of the employment of Executive by Employer pursuant to the Original SeniorManagement Agreement, and the transition of such employment from the Original Senior Management Agreement to this Agreement shall not be deemed aSeparation.

(a) Position and Duties.

(i) During the Employment Period, Executive shall serve as the Chief Financial Officer of Parent, and its Subsidiaries (includingEmployer and any entities created and/or acquired after the date of this Agreement) and shall have the normal duties, responsibilities and authorityimplied by such position, and such other duties as are reasonably directed by the Chief Executive Officer (“CEO”) and/or the board of directors ofParent, (the “Board”), subject in each case to the power of the CEO and the Board and the board of directors of Employer to expand, limit orotherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers.

(ii) Executive shall report to the CEO and/or the Board, and Executive shall devote Executive’s best efforts and Executive’s full

business time and attention to the business and affairs of Parent, Employer and the other Subsidiaries of Parent.

(b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary at the same rate as in effect

on the date hereof under the terms set forth in the Original Senior Management Agreement, i.e., $350,000 (the “Annual Base Salary”). For each fiscal yearof the Employer ending during the Employment Period, Executive shall be eligible for an annual target bonus in an amount up to 60% of the Annual BaseSalary (the “Target Bonus”) based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent offinancial, operating and other objectives set by the Board. The Annual Base Salary and the financial, operating and other objectives set forth above shall bereviewed annually by the Board. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Boardand made generally available to all senior management of Parent and Employer.

(c) Separation. The Employment Period will continue until (i) Executive’s resignation with or without Good Reason, death or Disability

or (ii) the Board terminates Executive’s employment with or without Cause. If Executive’s employment is terminated by resignation of Executive withGood Reason pursuant to clause (i) of the immediately preceding sentence or by the Board without Cause pursuant to clause (ii) of the immediatelypreceding sentence, then during the Severance Period, Employer shall pay to Executive an amount equivalent to one year of his Annual Base Salary ineffect as of the Separation Date, payable in equal installments during the Severance Period on Employer’s regular salary payment dates (the “SeverancePayments”). Notwithstanding anything herein to the contrary, (A) Executive shall not be entitled to receive any payments or other benefits pursuant to thisSection 1(c) unless Executive has executed and delivered to Employer a general release in form attached hereto as Exhibit A (“Release”) (and such Releaseis in full force and effect and has not been revoked), which Release shall be delivered by Executive within twenty-one calendar days after Executive’sSeparation and (B) Executive shall be entitled to receive such payments only so long as Executive has not breached any of the provisions of such Release,Section 2 or Section 3. Executive shall not be entitled to any further payments from Parent, Employer or their Affiliates, nor shall they have any furtherliability to Executive, except as expressly set forth in this Section 1(c). Upon any Separation, Employer will notify the Company of such Separation and thecircumstances of such Separation.

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(d) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt

from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly,to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shallParent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing tocomply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date oftermination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that isconsidered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is theearlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date ofExecutive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayedpursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided inaccordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes ofany provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within themeaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent andEmployer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “terminationof employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installmentpayment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision tothe contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) besubject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kindbenefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later thanDecember 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in oneyear shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing forthe reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any suchexpenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent thatany payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’stermination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to theRelease Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefitsotherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in twoseparate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferredcompensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date”shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination ofemployment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination inEmployment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments ofnonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employmentare delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes anddoes not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), onthe first payroll period to occur in the subsequent taxable year, if later.

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2. Confidential Information. (a) Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data (including trade secrets)

obtained by Executive while employed by Employer both before and after the date of this Agreement concerning the business or affairs of Parent,Employer and their respective Subsidiaries and Affiliates (“Confidential Information”) are the property of Parent, Employer or such Subsidiaries andAffiliates, including information concerning acquisition targets and opportunities in or reasonably related to Parent’s and Employer’s business or industryof which Executive becomes aware during the Employment Period. Therefore, Executive agrees that Executive will not disclose to any unauthorizedPerson or use for Executive’s own purposes any Confidential Information or any Third Party Information without the prior written consent of the Board,unless and to the extent that the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the publicother than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or a court order or decree (inwhich case Executive shall give prior written notice to Parent of such disclosure). Executive shall deliver to Employer at a Separation, or at any other timeEmployer may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data(and copies thereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business ofParent, Employer and their respective Subsidiaries and Affiliates (including all acquisition prospects, lists and contact information) which he may thenpossess or have under Executive’s control.

(b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements,

developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or notincluding any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or relatedinformation (whether or not patentable) that relate to Parent’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipatedbusiness, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced topractice by Executive (either solely or jointly with others) while employed by Parent, Employer or any of their respective Subsidiaries or Affiliates(including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to Parent, Employer or such Subsidiary orAffiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to Parent, Employer or to such Subsidiary or Affiliate. Anycopyrightable work prepared in whole or in part by Executive in the course of Executive’s work for any of the foregoing entities shall be deemed a “workmade for hire” under the copyright laws, and Parent, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any suchcopyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Parent, Employer or such Subsidiary or Affiliate allright, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Productand copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) toestablish and confirm Parent’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including assignments, consents, powers of attorney, and otherinstruments).

(c) Third Party Information. Executive understands that Parent, Employer and their respective Subsidiaries and Affiliates will receive

from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Parent’s, Employer’s and their respectiveSubsidiaries and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the EmploymentPeriod and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictestconfidence and will not disclose to anyone (other than personnel and consultants of Parent, Employer or their respective Subsidiaries and Affiliates whoneed to know such information in connection with their work for Parent, Employer or their respective Subsidiaries and Affiliates) or use, except inconnection with Executive’s work for Parent, Employer or their respective Subsidiaries and Affiliates, Third Party Information unless expressly authorizedby a member of the Board (other than Executive) in writing.

(d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any

confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, andwill not bring onto the premises of Parent, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any propertybelonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the formeremployer or Person. Executive will use in the performance of Executive’s duties only information which is (i) generally known and used by persons withtraining and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii)is otherwise provided or developed by Parent, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property orinformation belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing bysuch former employer or Person.

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(e) Continuation of Terms. Notwithstanding anything in this Agreement to the contrary, the parties hereto expressly acknowledge and

agree that the terms, conditions, obligations and covenants set forth in this Section 2 are a continuation without interruption, lapse, reprieve, gap ormodification of any kind of the terms, conditions, obligations and covenants set forth in Section 6 of the Original Senior Management Agreement.

(f) Whistleblower Protections. Notwithstanding anything to the contrary contained herein, no provision of this Agreement will be

interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agencyor entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General of anyUnited States federal agency, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the priorauthorization of the Company to make any such reports or disclosures, and Executive will not be required to notify the Company that such reports ordisclosures have been made.

(g) Trade Secrets. An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure

of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii)solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or otherproceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosuresof trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence tradesecrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Theparties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal andprotected from public disclosure.

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3. Other Covenants. Executive acknowledges that in the course of his employment with Employer he will become familiar with Parent’s,

Employer’s and their respective Subsidiaries’ trade secrets and with other Confidential Information concerning Parent, Employer and such Subsidiaries andthat his services will be of special, unique and extraordinary value to Parent, Employer and such Subsidiaries. Executive understands and agrees thatwithout his employment by Employer, he would not have access or exposure to this Confidential Information or these acquisition opportunities and otherbusiness relationships. Executive further understands and agrees that this confidential information and these acquisition opportunities and other businessrelationships take a long time to develop and are the product of substantial investment by Parent, Employer and their respective Subsidiaries. Executiveunderstands and agrees that Parent, Employer and their respective Subsidiaries have a legitimate and protectable interest in protecting its confidentialinformation and its customer, referral source, employee, and other business relationships and that this Section 3 is intended to protect those interests.Therefore, Executive agrees that, without limiting any other obligation pursuant to this Agreement:

(a) Noncompetition. During the Restricted Period, Executive shall not engage in any Competitive Activities unless Executive receives

prior written approval. For purposes of this Agreement, “Competitive Activities” means Executive engaging, or Executive causing or directing any Personto engage, directly or indirectly, as a principal, agent, shareholder, investor, employer, partner, director, officer, employee, consultant, member, jointventurer, manager, lender, consultant, operator, or in any capacity whatsoever (other than as a customer) (including, without limitation, in any division,group or franchise of a larger organization), in any business in which Parent, Employer or any of their respective Subsidiaries is engaged or any otherbusiness for which Employer, Parent or any of their respective Subsidiaries has a Bona Fide Interest (as defined below), including, without limitation, anymerchant acquirer or payment card processing business, including: (i) any business that conducts electronic card and check processing and settlement orACH payment processing, (ii) any business engaged in the delivery of ancillary payment products and solutions, or (iii) any independent salesorganizations (the “Business”), within the United States or any other jurisdiction in which Employer, Parent or any of their respective Subsidiaries engagesin business or for which Employer, Parent or any of their respective Subsidiaries has a Bona Fide Interest (whether such business is located in the UnitedStates or such other jurisdiction or markets to customers located within the United States or such other jurisdiction); provided that Competitive Activitiesshall not include (x) Executive being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, solong as Executive has no active participation in the business of such corporation, and (y) Executive providing services as an officer, employee, director orconsultant of any financial institution so long as Executive’s services relate solely to a subsidiary, division or other business unit of such financialinstitution that is not engaged in the Business and Executive does not otherwise in any manner engage in any Competitive Activities. As used herein, a“Bona Fide Interest” means a bona fide interest or expectancy relating to the acquisition of such business by Employer, Parent or any of their respectiveSubsidiaries, as evidenced by appropriate written documentation (for example, a term sheet or letter of intent or emails or other written records thatevidence that the parties have an interest or expectancy and have had discussions relating to such acquisition) or discussions indicating an intent to pursuesuch acquisition transaction (except that, with respect to the portion of the Restricted Period following the Employment Period, the bona fide interest orexpectancy is measured as of the time immediately preceding the Separation).

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(b) Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to,

directly or indirectly through another entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries toleave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or anyof their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during theEmployment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent, Employeror any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respectiveSubsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respectiveSubsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer,supplier, licensee or business relation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest inany business relating to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respectiveSubsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or anyof their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provideservices to any entity that acquires or attempts to acquire any Acquisition Target.

(c) Mutual Nondisparagement. During the Employment Period and thereafter, Executive shall not directly or indirectly through another

entity make any public statement that is intended to or could reasonably be expected to disparage Parent, Employer or their respective affiliates or any oftheir respective businesses, products, services, equityholders, directors, managers, officers or employees. During the Employment Period and thereafter,Parent, Employer and their respective Subsidiaries shall not directly or indirectly through another entity make any public statement that is intended to orcould reasonably be expected to disparage Executive.

(d) Enforcement. If, at the time of enforcement of Section 2 or this Section 3, a court holds that the restrictions stated herein are

unreasonable under circumstances then existing, the parties hereto agree that the maximum duration or scope reasonable under such circumstances shall besubstituted for the stated period or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration andscope permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree thatmoney damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,Parent, Employer, their respective Subsidiaries and/or their respective successors or assigns may, in addition to other rights and remedies existing in theirfavor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violationsof, the provisions hereof (without posting a bond or other security).. In the event that Executive breaches any provision of this Section 3, then the RestrictedPeriod shall be extended for a period of time equal to the period of time during which such breach occurred and, in the event that Parent, Employer or anyof their Subsidiaries is required to seek relief from such breach in any court, then the Restricted Period shall be extended for a period of time equal to thependency of such proceedings, including all appeals.

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(e) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment

with Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that therestrictions contained in Section 2 and this Section 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations onExecutive’s ability to earn a living. In addition, Executive acknowledges (x) that the business of Parent, Employer and their respective Subsidiaries will beconducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during theEmployment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any oftheir respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have businessactivities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any oftheir respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be travelingthroughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during theEmployment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent,Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm toExecutive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legalcounsel of Executive’s choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement and isin full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and theirrespective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposedby this Agreement is reasonable with respect to subject matter and time period.

(f) Choice of Law. Executive agrees and acknowledges that this Section 3 shall be governed by the laws of the State of Delaware without

regard to conflict of laws provisions and may not be modified except as set forth in Section 6(k).

GENERAL PROVISIONS

4. Definitions. “Cause” means (a) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission

involving fraud with respect to Parent, Employer or any of their respective Subsidiaries or any of their customers, vendors or employees, other than afelony or crime relating to a traffic accident or traffic violation (other than an accident or violation involving serious bodily injury or death), (b) substantialand repeated failure to perform duties of the office held by Executive as reasonably directed by the CEO or the Board (other than as a result of Executive’sDisability), (c) gross negligence or willful misconduct with respect to Parent, Employer or any of their respective Subsidiaries or any of their customers,vendors or employees, (d) conduct which would reasonably be expected to both (i) bring Parent, Employer or any of their respective Subsidiaries intosubstantial public disgrace or disrepute and (ii) adversely damage Parent, (e) any breach by Executive of Section 2 or Section 3 and/or (f) material violationof any written policies of Parent or Employer, the effect of which would be reasonably be expected to adversely damage Parent, Employer or any of theirrespective Subsidiaries.

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“Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which

Executive is, or is reasonably expected to be, unable to effectively perform the essential functions of Executive’s duties for a substantially continuousperiod of more than 120 days or for any 180 days (whether or not continuous) within a 365 day period, as determined by the Board in good faith.

“Good Reason” means (a) a reduction in Executive’s then effective Annual Base Salary, Target Bonus and benefits as set forth in Section

1(b), (b) a material diminution in Executive’s title, or (c) the assignment of duties to Executive materially inconsistent with Executive’s position, in eachcase, without the prior written consent of Executive; provided that, in order for an event to constitute Good Reason for any purpose hereunder, Executivemust, within 30 days after Executive obtains actual knowledge of the occurrence of such event, deliver a written notice to Parent of Executive’s resignationthat specifies the event to which he is objecting, which resignation shall be effective on the 30th day following Parent’s receipt of such notice (or suchearlier date as may be chosen by Parent), and, even if such notice is timely delivered, such event shall not constitute Good Reason for any purposehereunder (and such resignation shall not be effective, unless otherwise elected by either Parent or Executive prior to the 30th day following Parent’s receiptof such notice) if substantially all detriment otherwise resulting to Executive from such action can be cured by appropriate action which Employer causes tobe taken within 30 days following Parent’s receipt of Executive’s written notice.

“LLC Agreement” means the Limited Liability Company Agreement of the Company, as amended or modified from time to time in

accordance with its terms. “Parent” means Paya Holdings, Inc., a Delaware corporation. “Restricted Period” means the period beginning on the date hereof and ending on the first anniversary of the date of Separation; provided

that if the Employment Period is terminated by resignation of Executive with Good Reason or by Employer without Cause, then the period beginning onthe Effective Date and ending on the six month anniversary of the date of Separation.

“Separation” means Executive ceasing to be employed by any of Parent, Employer and their respective Subsidiaries for any reason. “Severance Period” means the six-month period commencing on the date of termination of the Employment Period.

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5. 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 (a) delivered personally to the recipient, (b) on the next business day if sent to therecipient by reputable express courier service (charges prepaid), (c) mailed to the recipient by certified or registered mail, return receipt requested andpostage prepaid, or (d) telecopied or emailed to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid)that same day) if telecopied or emailed before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices,demands and other communications shall be sent to the parties at the addresses indicated below:

If to Parent or Employer:

303 Perimeter Center NorthSuite 600Atlanta, GA 30346Email: jeff.hack@paya.com Attention: Jeff Hack Kirkland & Ellis LLP300 North LaSalleChicago, Illinois 60654Facsimile: (312) 862-2200Email: mark.fennell@kirkland.comchristopher.thomas@kirkland.comAttention: Mark A. Fennell, P.C.Christopher M. Thomas, P.C.

If to Executive:

Glenn Renzulli83 Overhill RoadSummit, New Jersey 07901 A. Jude AvelinoAvelino & Hartlaub, LLP47 River RoadSummit, New Jersey 07901Facsimile: (908) 273-6670Email: javelino@avelinohartlaub.comAttention: A. Jude Avelino

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

6. General Provisions. (a) Severability. Whenever possible, each provision of this Agreement will 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 invalid, illegal or unenforceable in any respect under any applicable law or rule inany jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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(b) Entire Agreement. This Agreement, those documents expressly referred to herein or the forms of which are attached hereto and other

documents of even date herewith embody the complete agreement and understanding among the parties hereto and supersede and preempt any priorunderstandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in anyway, including any Summary of Terms.

(c) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience

only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include thecorresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use ofthe word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document, or instrument meanssuch agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable,hereof. The use of the words “or,” “either,” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting ofthis Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partieshereto, 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 thisAgreement.

(d) Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the

same document. All counterparts shall be construed together and constitute the same instrument. (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable

by Executive, Parent, Employer and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreementshall not be assigned or delegated.

(f) Applicable Law. Except as set forth in Section 3(f), this Agreement shall be governed by, and construed in accordance with, the laws

of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any otherjurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(g) Jurisdiction; Venue; Service of Process. Each party hereto agrees that it must bring any action between the parties hereto arising out of

or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does nothave subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in suchcourts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, theSuperior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (a) irrevocably submits to the exclusivejurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that theChosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice ordocument pursuant to Section 5 shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which ithas submitted to jurisdiction as set forth in the immediately preceding sentence.

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(h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX

TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THEPARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIESHERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVETHE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENTHEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTEBETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYAND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall reasonably cooperate with Parent, Employer

and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceedingas reasonably requested by Parent (including Executive being available to Parent upon reasonable notice for interviews and factual investigations,appearing at Parent’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to Parent all pertinentinformation and turning over to Parent all relevant documents which are or may come into Executive’s possession, all at times and on schedules that arereasonably consistent with Executive’s other permitted activities and commitments). In the event Parent requires Executive’s cooperation in accordancewith this paragraph after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses (including lodging and meals, uponsubmission of receipts).

(j) Remedies. Each of the parties to this Agreement shall have all rights and remedies set forth in this Agreement and all rights and

remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law.Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by anybreach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that moneydamages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any courtof law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforceor prevent any violations of the provisions of this Agreement.

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(k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Parent,

Employer and Executive. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement orto exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, orcondition. The waiver by any party of a breach of any covenant, duty, agreement, or condition of this Agreement of any other party shall not operate or beconstrued as a waiver of any subsequent breach of that provision or any other provision hereof.

(l) Insurance. Parent or Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or

disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination,supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitutesuch insurance.

(m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or

holiday in the state in which Parent’s chief executive office is located, the time period shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

(n) Indemnification and Reimbursement of Payments.

(i) Parent, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing fromParent, Employer or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case ofissuances of equity by Parent, Employer or any of their respective Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes,or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from Parent, Employer or any of theirrespective Subsidiaries or Executive’s ownership interest in Parent, including wages, bonuses, distributions, the receipt or exercise of equityoptions and/or the receipt or vesting of restricted equity. The Company, Employer, or any of their respective Subsidiaries shall not withhold sharesor other equity securities without giving Executive a reasonable opportunity to provide the withholding entity with cash or other compensation inan amount equal to the value of the shares or securities the entity intended to withhold, in lieu of such withholding. In the event any suchdeductions or withholdings are not made, Executive shall indemnify Parent, Employer and each of their respective Subsidiaries for any amountspaid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

(ii) Executive shall follow Employer’s reasonable instructions designed to ensure that he complies with any legally enforceable

restrictions between Executive and a former employer. Conditioned on Executive’s compliance with the immediately preceding sentence,Employer agrees, to the fullest extent permitted by law, to defend and indemnify Executive from and against any loss, liability, claim or expense(including attorneys’ fees) which Executive may suffer, sustain or become subject to, as a result of any claims, actions or causes of action broughtby Executive’s former employer relating to Executive’s employment by, or activities conducted at the request of, Employer, after the date hereof;provided that Executive shall not be entitled to indemnification by Employer hereunder to the extent that such claims, action, or causes of actionrelate to any theft of confidential or trade secret information belonging to Executive’s former employer, Executive having represented andwarranted to Employer that he possesses no such information and will use no such information on behalf of Employer.

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(iii) Should Executive’s former employer make a claim against Executive based on activities that occur after the date hereof,

Employer shall have the right to assume control of Executive’s defense in the matter and to select counsel to represent Executive in the matter. Insuch event, the Company shall be responsible for all attorneys’ fees and costs incurred by its chosen counsel. Executive shall cooperate with theCompany and its chosen counsel in the defense of any such matter. Executive shall not be entitled to indemnification with respect to anysettlement entered into without the prior written consent of Employer. Employer shall obtain the prior written consent of Executive (which shallnot be unreasonably withheld) before entering into any settlement of a claim if such settlement does not expressly and unconditionally releaseExecutive with respect to such claim.

(iv) During the Employment Period, Parent will maintain a customary director and officer insurance policy including coverage

for acts committed by Executive.

(o) Termination. This Agreement (except for the provisions of Sections 1(a) and 1(b)) shall survive a Separation and shall remain in fullforce and effect after such Separation.

(p) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in

connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means ofa photographic, photostatic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing using a facsimile machine orelectronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legaleffect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, eachother party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties hereto. No party hereto or to any such agreement orinstrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument wastransmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract andeach such party forever waives any such defense.

(q) No Third-Party Beneficiaries. Except as expressly provided herein, no term or provision of this Agreement is intended to be, or shall

be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.

PAYA HOLDINGS, INC. By: /s/ Jeffrey Hack Name: Jeffrey Hack Its: Chief Executive Officer

PAYA, INC. By: /s/ Jeffrey Hack Name: Jeffrey Hack Its: Chief Executive Officer

EXECUTIVE /s/ Glenn Renzulli Glenn Renzulli

EXHIBIT A

RELEASE

This Release Agreement (this “Release”), is entered into as of [ ], 20[ ], by the undersigned (“Executive”) and is given in consideration for the

promises and payments contained in the Employment Agreement, dated October 16, 2020 (as amended, the “Employment Agreement”), by and betweenPaya Holdings, Inc., a Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Executive. Capitalized terms used in thisAgreement without definition shall have the meanings ascribed thereto in the Employment Agreement. Executive agrees as follows:

1. Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and

successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to sueParent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respectiveassignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees,past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from andwith respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts,promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from anyact or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed oromitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, theCivil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustmentand Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Sarbanes-Oxley Act, the Securities Act of 1933, the SecuritiesExchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation orordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims,all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing withrespect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, nomatter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to:(a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release doesnot cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense orindemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicablelaw, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that maynot be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the EqualEmployment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities andExchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possibleviolations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, orproviding documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with theprovisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, as each may have beenamended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limitExecutive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agreesthat any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal EmploymentOpportunity Commission would be and hereby is barred.

Exhibit A - 1

2. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Release, he is waiving any and all rights or claims that

he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”). which have arisen on or before the date ofexecution of this Release. Executive further expressly acknowledges and agrees that:

(a) In return for this Release, he will receive consideration beyond that which he was already entitled to receive before entering into this

Release; (b) He is hereby advised in writing by this Release to consult with an attorney before signing this Release; (c) He was given a copy of this Release on [_________], and informed that he had twenty-one (21) days within which to consider this

Release and that if he wished to execute this Release prior to expiration of such twenty-one (21)-day period, he should execute the Acknowledgement andWaiver attached hereto as Schedule A;

(d) Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of

this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law;and

(e) He was informed that he has seven (7) days following the date of execution of this Release in which to revoke this Release, and this

Release will become null and void if Executive so elects revocation during that time. Any revocation must be in writing and must be received by Employerduring the seven (7)-day revocation period. In the event that Executive exercises his right of revocation, neither Employer nor Executive will have anyobligations under this Release.

3. Non-Admission. This Agreement shall not in any way be construed as an admission by Employer that it has acted wrongfully with respect to

Executive or any other person, or that Executive has have any rights whatsoever against Employer.

Exhibit A - 2

4. No Transferred Claims; No Previous Claims. Executive represents and warrants to Employer, that he has not heretofore assigned or transferred

to any person not a party to this Release any released matter or any part or portion thereof. Executive represents and covenants that he has not filed,initiated or caused to be filed or initiated any Claim released hereunder against Employer or any of the other Company Parties.

5. Miscellaneous. The following provisions shall apply for purposes of this Release:

(a) Voluntary Release. Executive agrees that he has carefully read this Release and knows its contents, and that he signs this Releasevoluntarily, with a full understanding of its significance, and intending to be bound by its terms.

(f) Section Headings. The section headings contained in this Release are for reference purposes only and shall not affect in any way the

meaning or interpretation of this Release. (g) Governing Law. This Release shall be governed by and construed in accordance with the internal laws of the State of Delaware,

without regard to the principles of conflicts of law thereof (to the extent that the application of the laws of another jurisdiction would be required thereby). (h) Amendments: Waivers. This Release may be amended, superseded, canceled, renewed or extended, and the terms hereof may be

waived, only by a written instrument signed by Executive and Employer or, in the case of a waiver, by the party waiving compliance. (i) Disputes. Any controversy arising out of or relating to this Release shall be resolved pursuant to the provisions of the Employment

Agreement, including, but not limited to, Section 6 thereof. (j) Severability. Any provision of this Release which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Release, and any such prohibition orunenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, theparties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.

(k) Counterparts. This Release may be executed in counterparts, each of which shall be deemed an original, and it will not be necessary in

making proof of this Release or the terms of this Release to produce or account for more than one of such counterparts. All counterparts shall constitute oneand the same instrument. Each party may execute this Release via a facsimile (or transmission of a PDF file) of a counterpart of this Release. In addition,facsimile or PDF signatures of authorized signatories of any party shall be valid and binding and delivery of a facsimile or PDF signature by any party shallconstitute due execution and delivery of this Release.

[SIGNATURE PAGE FOLLOWS]

Exhibit A - 3

IN WITNESS WHEREOF, the undersigned has executed this Release as of the date first set forth above.

“EXECUTIVE” /s/Glenn Renzulli Glenn Renzulli

Exhibit A - 4

Schedule A to Release

Acknowledgment and Waiver

I, Glenn Renzulli, hereby acknowledge that I was given twenty-one (21) days to consider the foregoing Release and voluntarily chose to sign the

Release prior to the expiration of the twenty-one (21)-day period. I declare under penalty of perjury under the laws of the State of Delaware that the foregoing is true and correct. EXECUTED as of [__________], at [__________].

Glenn Renzulli

Exhibit 10.10

FINAL FORM

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2020, by and between Paya Holdings, Inc., a

Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Mark Engels (“Executive”). Capitalized terms used but nototherwise defined herein shall have the meanings set forth in Section 4 of this Agreement, or if not defined herein, the meanings in the LLC Agreement.

Employer, Executive and GTCR-Ultra Holdings, LLC, a Delaware limited liability company (the “Company”) are party to a Senior

Management Agreement, dated as of June 3, 2019 (the “Original Senior Management Agreement”), and concurrently with entering into this Agreement, theCompany and Executive are amending and restating the Original Senior Management Agreement (the “A&R Senior Management Agreement”) to removeEmployer as a party and to remove the employment-related provisions as provided therein.

In conjunction with the execution of the A&R Senior Management Agreement, Employer and Executive mutually desire to enter into an

agreement containing the terms and conditions pursuant to which Employer will continue to employ Executive. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Employment. Employer agrees to continue to employ Executive, and Executive accepts such continued employment, for the period

beginning on the date of the Original Senior Management Agreement and ending upon Executive’s separation pursuant to Section 1(c) (the “EmploymentPeriod”). Such continued employment shall be deemed a continuation of the employment of Executive by Employer pursuant to the Original SeniorManagement Agreement, and the transition of such employment from the Original Senior Management Agreement to this Agreement shall not be deemed aSeparation.

(a) Position and Duties.

(i) During the Employment Period, Executive shall serve as the Chief Revenue Officer of Parent, and its Subsidiaries (including

the Employer and any entities created and/or acquired after the date of this Agreement) and shall have the normal duties, responsibilities andauthority implied by such position, and such other duties as are reasonably directed by the Chief Executive Officer (“CEO”) and/or the board ofdirectors of Parent (the “Board”), subject in each case to the power of the CEO and the Board to expand, limit or otherwise alter such duties,responsibilities, positions and authority and to otherwise override actions of officers.

(ii) Executive shall report to the CEO and/or the Board, and Executive shall devote Executive’s best efforts and Executive’s full

business time and attention to the business and affairs of Parent, Employer and the other Subsidiaries of Parent.

(b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary at the same rate as in effect

on the date hereof under the terms set forth in the Original Senior Management Agreement i.e., $300,000 (the “Annual Base Salary”). For each fiscal yearof the Employer ending during the Employment Period, Executive shall be eligible for an annual target bonus of 100% of the Annual Base Salary (the“Target Bonus”) based upon the performance of Executive and the achievement by Parent, Employer and the other Subsidiaries of Parent of financial,operating and other objectives set by the compensation committee of the Board. All bonuses paid out pursuant to Section 1(b) or 1(c) should be paid out atthe same time as Employer pays out bonuses to its senior management team in respect of such fiscal year. The Annual Base Salary and the financial,operating and other objectives set forth above shall be reviewed annually by the Board. In addition, during the Employment Period, Executive will beentitled to such other benefits as are approved by the Board and made generally available to all senior management of Parent and Employer.

(c) Separation. The Employment Period will continue until (i) Executive’s termination with or without Good Reason, death or Disability

or (ii) the Board terminates Executive’s employment with or without Cause. Upon a Separation for any reason, Executive (or Executive’s estate, in the caseof a Separation due to Executive’s death) shall be entitled to receive any accrued but unpaid Annual Base Salary and all benefits and reimbursements duethrough the effective date of the Separation (collectively the “Accrued Amounts”). The Accrued Amounts shall be paid within thirty (30) days of theSeparation, or at such other date as provided by the applicable employee benefit plan or program. In addition to the Accrued Amounts, if Executive’semployment is terminated by Executive with Good Reason pursuant to clause (i) of the first sentence of this Section 1(c) or by the Board without Causepursuant to clause (ii) of the first sentence of this Section 1(c) then during the Severance Period, (A) Employer shall pay to Executive his Annual BaseSalary (disregarding any reduction that may constitute Good Reason) for such period, payable in equal installments on Employer’s regular salary paymentdates as in effect on the date of the Separation and (B) (1) if such termination occurs in the calendar year 2020, Executive’s annual bonus payable withrespect to fiscal year 2020 shall be equal to 75% of the Target Bonus, (2) if such termination occurs in the calendar year 2021, Executive’s annual bonuspayable with respect to fiscal year 2021 shall be pro-rated based upon the portion of the calendar year that Executive was employed by Employer, but shallin no event be equal to amount less than 50% of the Target Bonus, and (3) if such termination occurs in the calendar year 2022 or any calendar yearthereafter, Executive’s annual bonus payable with respect to such fiscal year shall be pro-rated based upon the portion of the calendar year that Executivewas employed by Employer (the “Severance Payments”). In the case of (B) in the immediately preceding sentence, such bonus shall be determined withoutregard to any reduction to the Target Bonus that constitutes Good Reason, and such bonus amount shall be payable at the same time as bonuses areordinarily paid to senior management of the Company and Employer, notwithstanding any requirement of such bonus plans to be employed on the date ofsuch payments. Notwithstanding anything herein to the contrary, (A) Executive shall not be entitled to receive any Severance Payments pursuant to thisSection 1(c) unless Executive has executed and delivered to Employer a general release in form attached hereto as Exhibit A (“Release”) (and such Releaseis in full force and effect and has not been revoked), which Release shall be delivered by Executive within seven calendar days after Executive’s Separationand (B) Executive shall be entitled to receive such payments only so long as Executive has not breached any of the provisions of such Release, Section 2 orSection 3. Executive shall not be entitled to any further payments from the Company, Employer or their Affiliates, nor shall they have any further liabilityto Executive, except as expressly set forth in this Section 1(c).

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(d) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt

from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly,to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shallParent or Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing tocomply with Code Section 409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date oftermination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that isconsidered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is theearlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date ofExecutive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayedpursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided inaccordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes ofany provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within themeaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent andEmployer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “terminationof employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installmentpayment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision tothe contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) besubject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kindbenefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later thanDecember 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in oneyear shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing forthe reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any suchexpenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent thatany payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’stermination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to theRelease Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefitsotherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in twoseparate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferredcompensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date”shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination ofemployment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination inEmployment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments ofnonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employmentare delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes anddoes not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), onthe first payroll period to occur in the subsequent taxable year, if later.

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2. Confidential Information. (a) Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data (including trade secrets)

obtained by Executive while employed by Employer after the date of this Agreement concerning the business or affairs of Parent, Employer and theirrespective Subsidiaries and Affiliates (“Confidential Information”) are the property of Parent, Employer or such Subsidiaries and Affiliates, includinginformation concerning acquisition targets and opportunities in or reasonably related to Parent’s and Employer’s business or industry of which Executivebecomes aware during the Employment Period. Therefore, Executive agrees that Executive will not disclose to any unauthorized Person or use forExecutive’s own purposes any Confidential Information or any Third Party Information without the prior written consent of the Board, unless and to theextent that the Confidential Information or Third Party Information, (i) becomes known to or available for use by the public other than as a result ofExecutive’s disclosure without proper authorization from the Company or Employer; (ii) is required to be disclosed pursuant to any applicable law or acourt order or decree (in which case Executive shall give prior written notice to Parent of such disclosure); or (iii) was or becomes available to Executivefrom a source other than the Company, Employer and their respective Subsidiaries and Affiliates (provided such source was not known by Executive to bebound by a confidentiality agreement with respect to such information). Executive shall deliver to Employer at a Separation, or at any other time Employermay request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (andcopies thereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of Parent,Employer and their respective Subsidiaries and Affiliates (including all acquisition prospects, lists and contact information) which he may then possess orhave under Executive’s control.

(b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements,

developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or notincluding any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or relatedinformation (whether or not patentable) that relate to Parent’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipatedbusiness, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced topractice by Executive (either solely or jointly with others) while employed by Parent, Employer or any of their respective Subsidiaries or Affiliates(including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to Parent, Employer or such Subsidiary orAffiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to Parent, Employer or to such Subsidiary or Affiliate. Anycopyrightable work prepared in whole or in part by Executive in the course of Executive’s work for any of the foregoing entities shall be deemed a “workmade for hire” under the copyright laws, and Parent, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any suchcopyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Parent, Employer or such Subsidiary or Affiliate allright, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose to the Board any WorkProduct in which Executive is involved and perform all actions reasonably requested by the Board (whether during or after the Employment Period) toestablish and confirm Parent’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including assignments, consents, powers of attorney, and otherinstruments), all expenses thereof to be paid by the Company.

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(c) Third Party Information. Executive understands that Parent, Employer and their respective Subsidiaries and Affiliates will receive

from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Parent’s, Employer’s and their respectiveSubsidiaries and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the EmploymentPeriod and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictestconfidence and will not disclose to anyone (other than personnel and consultants of Parent, Employer or their respective Subsidiaries and Affiliates whoneed to know such information in connection with their work for Parent, Employer or their respective Subsidiaries and Affiliates) or use, except inconnection with Executive’s work for Parent, Employer or their respective Subsidiaries and Affiliates, Third Party Information unless expressly authorizedby a member of the Board (other than Executive) in writing.

(d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any

confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, andwill not bring onto the premises of Parent, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any propertybelonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the formeremployer or Person. Executive will use in the performance of Executive’s duties only information which is (i) generally known and used by persons withtraining and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii)is otherwise provided or developed by Parent, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property orinformation belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing bysuch former employer or Person.

(e) Continuation of Terms. Notwithstanding anything in this Agreement to the contrary, the parties hereto expressly acknowledge and

agree that the terms, conditions, obligations and covenants set forth in this Section 2 are a continuation without interruption, lapse, reprieve, gap ormodification of any kind of the terms, conditions, obligations and covenants set forth in Section 6 of the Original Senior Management Agreement.

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(f) Whistleblower Protections. Notwithstanding anything to the contrary contained herein, no provision of this Agreement will be

interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agencyor entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General of anyUnited States federal agency, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the priorauthorization of the Company to make any such reports or disclosures, and Executive will not be required to notify the Company that such reports ordisclosures have been made.

(g) Trade Secrets. An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure

of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii)solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or otherproceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosuresof trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence tradesecrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Theparties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal andprotected from public disclosure.

3. Other Covenants. Executive acknowledges that in the course of his employment with Employer he will become familiar with Parent’s,

Employer’s and their respective Subsidiaries’ trade secrets and with other Confidential Information concerning Parent, Employer and such Subsidiaries andthat his services will be of special, unique and extraordinary value to Parent, Employer and such Subsidiaries. Executive understands and agrees thatwithout his employment by Employer, he would not have access or exposure to this Confidential Information or these acquisition opportunities and otherbusiness relationships. Executive further understands and agrees that this confidential information and these acquisition opportunities and other businessrelationships take a long time to develop and are the product of substantial investment by Parent, Employer and their respective Subsidiaries. Executiveunderstands and agrees that Parent, Employer and their respective Subsidiaries have a legitimate and protectable interest in protecting its confidentialinformation and its customer, referral source, employee, and other business relationships and that this Section 3 is intended to protect those interests.Therefore, Executive agrees that, without limiting any other obligation pursuant to this Agreement:

(a) Noncompetition. During the Restricted Period, Executive shall not engage in any Competitive Activities unless Executive receives

prior written approval. For purposes of this Agreement, “Competitive Activities” means Executive engaging, or Executive causing or directing any Personto engage, directly or indirectly, as a principal, agent, shareholder, investor, employer, partner, director, officer, employee, consultant, member, jointventurer, manager, lender, consultant, operator, or in any capacity whatsoever (other than as a customer) (including, without limitation, in any division,group or franchise of a larger organization), in any business in which Parent, Employer or any of their respective Subsidiaries is engaged as of the date ofSeparation or any other business for which Employer, Parent or any of their respective Subsidiaries has a Bona Fide Interest (as defined below), as of thedate of Separation, including, without limitation, the following businesses or organizations within the merchant acquirer or payment card processingbusiness: (i) any such business that conducts electronic card and check processing and settlement or ACH payment processing, (ii) any such businessengaged in the delivery of ancillary payment products and solutions, or (iii) any independent sales organizations (the “Business”), within the United Statesor any other jurisdiction in which Employer, Parent or any of their respective Subsidiaries engages in business or for which Employer, Parent or any oftheir respective Subsidiaries has a Bona Fide Interest (whether such business is located in the United States or such other jurisdiction or markets tocustomers located within the United States or such other jurisdiction); provided that Competitive Activities shall not include (x) Executive being a passiveowner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation inthe business of such corporation, and (y) Executive providing services as an officer, employee, director or consultant of any financial institution so long asExecutive’s services relate solely to a subsidiary, division or other business unit of such financial institution that is not engaged in the Business andExecutive does not otherwise in any manner engage in any Competitive Activities. As used herein, a “Bona Fide Interest” means a bona fide interest orexpectancy relating to the acquisition of such business by Employer, Parent or any of their respective Subsidiaries, as evidenced by appropriate writtendocumentation (for example, a term sheet or letter of intent or emails or other written records that evidence that the parties have an interest or expectancyand have had discussions relating to such acquisition) or discussions indicating an intent to pursue such acquisition transaction (except that, with respect tothe portion of the Restricted Period following the Employment Period, the bona fide interest or expectancy is measured as of the time immediatelypreceding the Separation).

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(b) Non-Solicitation; No-Hire. During the Restricted Period, Executive shall not, and shall cause all of Executive’s Affiliates not to,

directly or indirectly through another entity (i) induce or attempt to induce any employee of Parent, Employer or any of their respective Subsidiaries toleave the employ of Parent, Employer or any of their respective Subsidiaries, or in any way interfere with the relationship between Parent, Employer or anyof their respective Subsidiaries and any employee thereof (other than in the course of carrying out Executive’s duties and responsibilities during theEmployment Period), (ii) hire any employee of Parent, Employer or any of their respective Subsidiaries or hire any former employee of Parent, Employeror any of their respective Subsidiaries within one year after such person ceased to be an employee of Parent, Employer or any of their respectiveSubsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Parent, Employer or any of their respectiveSubsidiaries to cease doing business with Parent, Employer or such Subsidiary or in any way interfere with the relationship between any such customer,supplier, licensee or business relation and Parent, Employer or any such Subsidiary, (iv) directly or indirectly acquire or attempt to acquire an interest inany business relating to the business of Parent, Employer or any of their respective Subsidiaries and with which Parent, Employer or any of their respectiveSubsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by Parent, Employer or anyof their respective Subsidiaries at any time within the two- year period immediately preceding a Separation (an “Acquisition Target”) or (v) provideservices to any entity that acquires or attempts to acquire any Acquisition Target.

(c) Nondisparagement. During the Employment Period and thereafter, Executive shall not directly or indirectly through another entity

make any public statement that is intended to or could reasonably be expected to disparage Parent, Employer or their respective affiliates or any of theirrespective businesses, products, services, equityholders, directors, managers, officers or employees. During the Employment Period and thereafter, Parent,Employer and their respective Subsidiaries shall not directly or indirectly through another entity make any public statement that is intended to or couldreasonably be expected to disparage Executive.

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(d) Enforcement. If, at the time of enforcement of Section 2 or this Section 3, a court holds that the restrictions stated herein are

unreasonable under circumstances then existing, the parties hereto agree that the maximum duration or scope reasonable under such circumstances shall besubstituted for the stated period or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration andscope permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree thatmoney damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,Parent, Employer, their respective Subsidiaries and/or their respective successors or assigns may, in addition to other rights and remedies existing in theirfavor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violationsof, the provisions hereof (without posting a bond or other security). In the event that Executive breaches any provision of this Section 3, then the RestrictedPeriod shall be extended for a period of time equal to the period of time during which such breach occurred and, in the event that Parent, Employer or anyof their Subsidiaries is required to seek relief from such breach in any court, then the Restricted Period shall be extended for a period of time equal to thependency of such proceedings, including all appeals.

(e) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment

with Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that therestrictions contained in Section 2 and this Section 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations onExecutive’s ability to earn a living. In addition, Executive acknowledges (x) that the business of Parent, Employer and their respective Subsidiaries will beconducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during theEmployment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any oftheir respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have businessactivities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any oftheir respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be travelingthroughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during theEmployment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent,Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm toExecutive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legalcounsel of Executive’s choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement and isin full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and theirrespective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposedby this Agreement is reasonable with respect to subject matter and time period.

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(f) Choice of Law. Executive agrees and acknowledges that this Section 3 shall be governed by the laws of the State of Delaware without

regard to conflict of laws provisions and may not be modified except as set forth in Section 6(k) .

GENERAL PROVISIONS 4. Definitions. “Cause” means (a) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission

involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers, vendors oremployees, other than a felony or crime relating to a traffic accident or traffic violation (other than an accident or violation involving serious bodily injuryor death), (b) substantial and repeated failure to perform duties of the office held by Executive as reasonably directed by the CEO or the Board (other thanas a result of Executive’s Disability), (c) gross negligence or willful misconduct by Executive with respect to Parent, Employer or any of their respectiveSubsidiaries or any of their customers, vendors or employees, (d) conduct by Executive which would reasonably be expected to both (i) bring Parent,Employer or any of their respective Subsidiaries into substantial public disgrace or disrepute and (ii) adversely damage Parent, (e) any breach by Executiveof Section 2 or Section 3 and/or (f) material violation of any written policies of Parent or Employer, the effect of which would be reasonably be expected toadversely damage Parent, Employer or any of their respective Subsidiaries.

“Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which

Executive is, or is reasonably expected to be, unable to effectively perform the essential functions of Executive’s duties for a substantially continuousperiod of more than 120 days or for any 180 days (whether or not continuous) within a 365 day period, as determined by the Board in good faith.

“Good Reason” means (a) a reduction in Executive’s then effective Annual Base Salary, Target Bonus and benefits as set forth in Section

1(b), (b) a material diminution in Executive’s title, (c) the assignment of duties to Executive materially inconsistent with Executive’s position, (d) therelocation by Parent, Employer or any of their respective Subsidiaries, of Executive’s principal place of employment to a location outside of the fifty (50)mile radius of Austin, Texas, or (e) a material breach of this Agreement, in each case, without the prior written consent of Executive; provided that,Executive acknowledges that his duties hereunder include significant work-related travel and Parent, Employer or any of their respective Subsidiaries donot have office locations in Austin, Texas and that such work-related travel shall not constitute Good Reason hereunder; provided further that, in order foran event to constitute Good Reason for any purpose hereunder, Executive must, within 30 days after Executive obtains actual knowledge of the occurrenceof such event, deliver a written notice to Parent of Executive’s termination that specifies the event to which he is objecting, which termination shall beeffective on the 30th day following Parent’s receipt of such notice (or such earlier date as may be chosen by Parent), and, even if such notice is timelydelivered, such event shall not constitute Good Reason for any purpose hereunder (and such termination shall not be effective, unless otherwise elected byeither Parent or Executive prior to the 30th day following Parent’s receipt of such notice) if substantially all detriment otherwise resulting to Executivefrom such action can be cured by appropriate action which Employer causes to be taken within 30 days following Parent’s receipt of Executive’s writtennotice.

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“LLC Agreement” means the Limited Liability Company Agreement of the Company, as amended or modified from time to time in

accordance with its terms. “Parent” means Paya Holdings, Inc., a Delaware corporation. “Restricted Period” means the period beginning on the date hereof and ending on the first anniversary of the date of Separation. “Separation” means Executive ceasing to be employed by any of Parent, Employer and their respective Subsidiaries for any reason. “Severance Period” means the twelve-month period commencing on the date of termination of the Employment Period. 5. 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 (a) delivered personally to the recipient, (b) sent to the recipient by reputable expresscourier service (charges prepaid), (c) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) telecopiedor emailed to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied oremailed before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and othercommunications shall be sent to the parties at the addresses indicated below:

If to Parent or Employer:

c/o Paya, Inc.303 Perimeter Center NorthSuite 600Atlanta, GA 30346Email: jeff.hack@paya.comAttention: Jeff Hack with a copy to: Kirkland & Ellis LLP300 North LaSalleChicago, Illinois 60654Facsimile: (312) 862-2200Email: mark.fennell@kirkland.comchristopher.thomas@kirkland.comAttention: Mark A. Fennell, P.C.Christopher M. Thomas, P.C.

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If to Executive:

Mark Engels11106 Laurel Creek CircleAustin, TX 78726

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

6. General Provisions. (a) Severability. Whenever possible, each provision of this Agreement will 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 invalid, illegal or unenforceable in any respect under any applicable law or rule inany jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(b) Entire Agreement. This Agreement, those documents expressly referred to herein or the forms of which are attached hereto and other

documents of even date herewith embody the complete agreement and understanding among the parties hereto and supersede and preempt any priorunderstandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in anyway, including any Summary of Terms.

(c) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience

only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include thecorresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use ofthe word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document, or instrument meanssuch agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable,hereof. The use of the words “or,” “either,” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting ofthis Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the partieshereto, 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 thisAgreement.

(d) Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the

same document. All counterparts shall be construed together and constitute the same instrument.

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(e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable

by Executive, Parent, Employer and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreementshall not be assigned or delegated.

(f) Applicable Law. Except as set forth in Section 3(f), this Agreement shall be governed by, and construed in accordance with, the laws

of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any otherjurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(g) Jurisdiction; Venue; Service of Process. Each party hereto agrees that it must bring any action between the parties hereto arising out of

or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does nothave subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in suchcourts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, theSuperior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (a) irrevocably submits to the exclusivejurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that theChosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice ordocument pursuant to Section 5 shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which ithas submitted to jurisdiction as set forth in the immediately preceding sentence.

(h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX

TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THEPARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIESHERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVETHE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENTHEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTEBETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYAND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall reasonably cooperate with Parent, Employer

and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceedingas reasonably requested by Parent (including Executive being available to Parent upon reasonable notice for interviews and factual investigations,appearing at Parent’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to Parent all pertinentinformation and turning over to Parent all relevant documents which are or may come into Executive’s possession, all at times and on schedules that arereasonably consistent with Executive’s other permitted activities and commitments). In the event Parent requires Executive’s cooperation in accordancewith this paragraph after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses (including lodging and meals, uponsubmission of receipts).

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(j) Remedies. Each of the parties to this Agreement shall have all rights and remedies set forth in this Agreement and all rights and

remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law.Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by anybreach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that moneydamages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any courtof law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforceor prevent any violations of the provisions of this Agreement.

(k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Parent,

Employer and Executive. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement orto exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, orcondition. The waiver by any party of a breach of any covenant, duty, agreement, or condition of this Agreement of any other party shall not operate or beconstrued as a waiver of any subsequent breach of that provision or any other provision hereof.

(l) Insurance. Parent or Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or

disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination,supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitutesuch insurance.

(m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or

holiday in the state in which Parent’s chief executive office is located, the time period shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

(n) Indemnification and Reimbursement of Payments.

(i) Parent, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from

Parent, Employer or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case ofissuances of equity by Parent, Employer or any of their respective Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes,or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from Parent, Employer or any of theirrespective Subsidiaries or Executive’s ownership interest in Parent, including wages, bonuses, distributions, the receipt or exercise of equityoptions and/or the receipt or vesting of restricted equity. In the event any such deductions or withholdings are not made at the fault or direction ofExecutive, Executive shall indemnify Parent, Employer and each of their respective Subsidiaries for any amounts paid with respect to any suchTaxes, together with any interest, penalties and related expenses thereto.

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(ii) Executive shall follow Employer’s reasonable instructions designed to ensure that he complies with any legally enforceable

restrictions between Executive and a former employer. Conditioned on Executive’s compliance with the immediately preceding sentence,Employer agrees, to the fullest extent permitted by law, to defend and indemnify Executive from and against any loss, liability, claim or expense(including attorneys’ fees) which Executive may suffer, sustain or become subject to, as a result of any claims, actions or causes of action broughtby Executive’s former employer relating to Executive’s employment by, or activities conducted at the request of, Employer, after the date hereof;provided that Executive shall not be entitled to indemnification by Employer hereunder to the extent that such claims, action, or causes of actionrelate to any theft of confidential or trade secret information belonging to Executive’s former employer, Executive having represented andwarranted to Employer that he possesses no such information and will use no such information on behalf of Employer.

(iii) Should Executive’s former employer make a claim against Executive based on activities that occur after the date hereof,

Employer shall have the right to assume control of Executive’s defense in the matter and to select counsel to represent Executive in the matter.Executive shall cooperate with the Company and its chosen counsel in the defense of any such matter. Executive shall not be entitled toindemnification with respect to any settlement entered into without the prior written consent of Employer. Employer shall obtain the prior writtenconsent of Executive (which shall not be unreasonably withheld) before entering into any settlement of a claim if such settlement does notexpressly and unconditionally release Executive with respect to such claim.

(iv) During the Employment Period, Parent will maintain a customary director and officer insurance policy.

(o) Termination. This Agreement (except for the provisions of Sections 1(a) and 1(b)) shall survive a Separation and shall remain in full

force and effect after such Separation. (p) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in

connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means ofa photographic, photostatic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing using a facsimile machine orelectronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legaleffect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, eachother party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties hereto. No party hereto or to any such agreement orinstrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument wastransmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract andeach such party forever waives any such defense.

(q) No Third-Party Beneficiaries. Except as expressly provided herein, no term or provision of this Agreement is intended to be, or shall

be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.

PAYA HOLDINGS, INC. By: /s/ Jeffrey Hack Name: Jeffrey Hack Its: Chief Executive Officer PAYA, INC. By: /s/ Jeffrey Hack Name: Jeffrey Hack Its: Chief Executive Officer EXECUTIVE /s/ Mark Engels Mark Engels

EXHIBIT A

RELEASE

This Release Agreement (this “Release”), is entered into as of [ ], 20[ ], by the undersigned (“Executive”) and is given in consideration for the

promises and payments contained in the Employment Agreement, dated October 16, 2020 (as amended, the “Employment Agreement”), by and betweenPaya Holdings, Inc., a Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Executive. Capitalized terms used in thisAgreement without definition shall have the meanings ascribed thereto in the Employment Agreement. Executive agrees as follows:

1. Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and

successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to sueParent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respectiveassignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees,past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from andwith respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts,promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from anyact or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed oromitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, theCivil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustmentand Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Sarbanes-Oxley Act, the Securities Act of 1933, the SecuritiesExchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, the Georgia Equal Pay Act, the Georgia Prohibitionof Age Discrimination in Employment Act, the Georgia Equal Employment for Persons with Disabilities Code or any other federal, state or local law,regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructivedischarge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith andfair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating toemployment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damagesand attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executivewith respect to: (a) rights under Section 1(c) of the Employment Agreement, (b) any rights as an equityholder of Parent or its Subsidiaries and (c) any rightsExecutive may have in the Company’s benefit plans, including any retirement plans that have accrued or vested prior to the Separation or that are intended,under the terms of such plans, to survive the Separation. In addition, this Release does not cover any Claim for breach or enforcement of this Release orrelated to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizationaldocuments or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, anystatutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, thisRelease will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National LaborRelations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or localgovernmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwisecommunicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, withoutnotice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of theExchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, as each may have been amended from time to time, or any other whistleblower protectionprovisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to anyGovernment Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages inconnection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

Exhibit A - 1

2. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Release, he is waiving any and all rights or claims that

he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”). which have arisen on or before the date ofexecution of this Release. Executive further expressly acknowledges and agrees that:

(a) In return for this Release, he will receive consideration beyond that which he was already entitled to receive before entering into this

Release; (b) He is hereby advised in writing by this Release to consult with an attorney before signing this Release; (c) He was given a copy of this Release on [ ], 2020, and informed that he had twenty-one (21) days within which to consider this Release

and that if he wished to execute this Release prior to expiration of such twenty-one (21)-day period, he should execute the Acknowledgement and Waiverattached hereto as Schedule A;

(d) Nothing in this Release prevents or precludes Executive from challenging or seeking a determination of the validity of this waiver

under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law; and (e) He was informed that he has seven (7) days following the date of execution of this Release in which to revoke this Release, and this

Release will become null and void if Executive so elects revocation during that time. Any revocation must be in writing and must be received by Employerduring the seven (7)-day revocation period. In the event that Executive exercises his right of revocation, neither Employer nor Executive will have anyobligations under this Release.

3. Non-Admission. This Agreement shall not in any way be construed as an admission by Employer that it has acted wrongfully with respect to

Executive or any other person, or that Executive has have any rights whatsoever against Employer. 4. No Transferred Claims; No Previous Claims. Executive represents and warrants to Employer, that he has not heretofore assigned or transferred

to any person not a party to this Release any released matter or any part or portion thereof. Executive represents and covenants that he has not filed,initiated or caused to be filed or initiated any Claim released hereunder against Employer or any of the other Company Parties.

Exhibit A - 2

5. Miscellaneous. The following provisions shall apply for purposes of this Release:

(a) Voluntary Release. Executive agrees that he has carefully read this Release and knows its contents, and that he signs this Release

voluntarily, with a full understanding of its significance, and intending to be bound by its terms. (f) Section Headings. The section headings contained in this Release are for reference purposes only and shall not affect in any way the

meaning or interpretation of this Release. (g) Governing Law. This Release shall be governed by and construed in accordance with the internal laws of the State of Georgia,

without regard to the principles of conflicts of law thereof (to the extent that the application of the laws of another jurisdiction would be required thereby). (h) Amendments: Waivers. This Release may be amended, superseded, canceled, renewed or extended, and the terms hereof may be

waived, only by a written instrument signed by Executive and Employer or, in the case of a waiver, by the party waiving compliance. (i) Disputes. Any controversy arising out of or relating to this Release shall be resolved pursuant to the provisions of the Employment

Agreement, including, but not limited to, Section 6 thereof. (j) Severability. Any provision of this Release which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Release, and any such prohibition orunenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, theparties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.

(k) Counterparts. This Release may be executed in counterparts, each of which shall be deemed an original, and it will not be necessary in

making proof of this Release or the terms of this Release to produce or account for more than one of such counterparts. All counterparts shall constitute oneand the same instrument. Each party may execute this Release via a facsimile (or transmission of a PDF file) of a counterpart of this Release. In addition,facsimile or PDF signatures of authorized signatories of any party shall be valid and binding and delivery of a facsimile or PDF signature by any party shallconstitute due execution and delivery of this Release.

[SIGNATURE PAGE FOLLOWS]

Exhibit A - 3

IN WITNESS WHEREOF, the undersigned has executed this Release as of the date first set forth above.

“EXECUTIVE” Mark Engels

Exhibit A - 4

Schedule A to Release

Acknowledgment and Waiver

I, Mark Engels, hereby acknowledge that I was given twenty-one (21) days to consider the foregoing Release and voluntarily chose to sign the

Release prior to the expiration of the twenty-one (21)-day period. I declare under penalty of perjury under the laws of the State of Georgia that the foregoing is true and correct. EXECUTED as of [__________], at [__________].

Mark Engels

Exhibit 16.1 October 22, 2020

Office of the Chief AccountantSecurities and Exchange Commission100 F Street, NEWashington, D.C. 20549

Ladies and Gentlemen:

We have read the statements of Paya Holdings Inc. (formally known as FinTech Acquisition Corp. III Parent Corp.) included under Item 4.01 of its Form 8-K dated October 22, 2020. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on October 16,2020. We are not in a position to agree or disagree with other statements contained therein.

Very truly yours,

/s/ WithumSmith+Brown, PC

New York, New York

Exhibit 99.1 Leading Integrated Payments Company Paya Lists on Nasdaq October 16, 2020 Following business combination with FinTech Acquisition Corp. III, Paya plans further acceleration of growth trajectory as a public company ATLANTA--(BUSINESS WIRE)--Oct. 16, 2020-- Paya, a leading integrated payments and commerce solution provider, and FinTech Acquisition Corp. III,a special purpose acquisition company, announced today that they have completed their previously-announced business combination. The businesscombination was approved at a special meeting of stockholders of FinTech III on October 15, 2020 and closed earlier today. Upon completion of thebusiness combination, the combined company changed its name to Paya Holdings Inc. (“Paya” or the “Company”). Paya’s common stock will begintrading on the Nasdaq Stock Market under the ticker symbol “PAYA” commencing October 19, 2020. Paya’s management team, led by CEO Jeff Hack, will continue to execute the Company’s growth strategy. Paya’s existing majority equity holder GTCR, aleading private equity firm, will remain the Company’s largest stockholder. Paya CEO Jeff Hack said, “Our completion of the transaction and listing on the Nasdaq stock market is a testament to the hard work of our dedicated andtalented Paya colleagues, as well as our strong software partner and customer relationships. We would especially like to thank GTCR for their contributionsto our success, and we look forward to their continued partnership as our largest shareholders and members of our Board.” “As integrated payments expand, Paya’s vertically-tailored solutions will continue to create value for our current and future partners. Specifically, accountsreceivable automation within the B2B sector is still in the early stages for integrated payments adoption. Our differentiated platform, Paya ConnectTM,combines Card, ACH and Check acceptance, which is particularly important to supporting accelerated adoption of integrated payments in this segment.The same strong growth rates exist in our municipal, utility, healthcare, not-for-profit, and education segments as well,” Hack added. During the COVID-19 pandemic, Paya has seen further acceleration of growth within the key industry verticals it serves – particularly within sectors suchas nonprofits and governments, which were unable to collect in-person payments amid shutdowns. Companies that adopted integrated payments technologyhave been able to ensure consistent revenue, helping them maintain day-to-day operations during the pandemic. As a public company, Paya has access to additional capital to accelerate inorganic growth as well. Paya has already completed and successfully integratedtwo accretive transactions since 2019: First Billing Services, which provides municipal & utility payments, and Stewardship which serves faith-based not-for-profits. In both acquisitions, Paya ConnectTM was leveraged to provide critical functionality and scale, and Paya expanded sales and marketing efforts,resulting in nearly doubling the topline growth rate of both businesses. Most recently, Paya closed the acquisition of Dallas-based The Payments Group(TPG) on October 1, 2020, which provides integrated payments solutions to over 600 local governments, municipalities and courts. Other Paya highlights include:

● Largest independent pure-play provider in the rapidly growing integrated payments space with 85% card-not-present (CNP) transactions

● Paya ConnectTM technology platform purpose-built for integrated payments into business software with key features including omni-channelpayments acceptance, digital onboarding, e-invoicing and billing capabilities, and advanced reporting

● Track-record of historical organic growth, strong operating leverage and excellent cash flow generation as well as proven ability to perform

accretive M&A

● Seasoned and experienced management team with over 100+ years of combined payments industry experience with organizations includingJPMorgan Chase, PayPal, First Data, and Vantiv

Evercore acted as exclusive capital markets and financial advisor to Paya. William Blair acted as financial advisor to Paya. Kirkland & Ellis LLP acted aslegal counsel to Paya. Cantor Fitzgerald & Co. and Northland Capital Markets acted as capital markets advisors to FinTech III. Morgan Stanley acted asM&A advisor to FinTech III. Ledgewood PC acted as legal counsel to FinTech III. Morgan Stanley, Evercore and Cantor Fitzgerald & Co. acted as privateplacement agents. About Paya Paya is a leading provider of integrated payment and frictionless commerce solutions that help customers accept and make payments, expedite receipt ofmoney, and increase operating efficiencies. The company processes over $30 Billion of annual payment volume across credit/debit card, ACH, and check,making it a top 20 provider of payment processing in the US and #6 overall in e-Commerce. Paya serves more than 100,000 customers through over 2,000key distribution partners focused on targeted, high growth verticals such as healthcare, education, non-profit, government, utilities, and other B2B goodsand services. The business has built its foundation on offering robust integrations into front-end CRM and back-end accounting systems to enhancecustomer experience and workflow. Paya is headquartered in Atlanta, GA, with offices in Reston, VA, Fort Walton Beach, FL, Dayton, OH, Mt. Vernon,OH and Dallas, TX. About FinTech Acquisition Corp III FinTech Acquisition Corp. III is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, assetacquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the financial technology industry. About GTCR Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the Financial Services & Technology, Healthcare,Technology, Media & Telecommunications, and Growth Business Services industries. The Chicago-based firm pioneered The Leaders Strategy™ – findingand partnering with management leaders in core domains to identify, acquire and build market-leading companies through transformational acquisitionsand organic growth. Since its inception, GTCR has invested more than $18 billion in over 200 companies.

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Forward Looking Statements This document includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities LitigationReform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,”“believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are notstatements of historical matters. Such forward looking statements include estimated financial information. Such forward looking statements with respect torevenues, earnings, performance, strategies, prospects and other aspects of the businesses of FinTech Acquisition Corp. III, Paya, Inc. or the combinedcompany after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factorscould cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are notlimited to: (1) the risk that the business combination disrupts current plans and operations of Paya, Inc. (2) the ability to recognize the anticipated benefitsof the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growthprofitably, maintain relationships with customers and suppliers and retain its management and key employees; (3) costs related to the business combination;(4) changes in applicable laws or regulations; (5) the possibility that Paya, Inc. may be adversely affected by other economic, business, and/or competitivefactors; and (6) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by FinTech Acquisition Corp.III or the combined company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.FinTech Acquisition Corp. III and Paya, Inc. undertake no commitment to update or revise the forward-looking statements, whether as a result of newinformation, future events or otherwise, except as may be required by law. Investor InquiriesWilliam Maina646-277-1236Paya-IR@icrinc.com Media InquiriesKerry Close212-784-5717kclose@groupgordon.com Source: Paya

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Exhibit 99.2

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the reverse

acquisition of Holdings by FinTech as further described below in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”The Business Combination will be accounted for as a reverse merger, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP.Under this method of accounting, FinTech will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accountingpurposes, the Business Combination will be treated as the equivalent of the sellers issuing shares for the net assets of FinTech, accompanied by arecapitalization. The net assets of FinTech will be stated at historical cost, with no goodwill or other intangible assets recorded. The selected unaudited proforma condensed combined balance sheet data as of June 30, 2020 gives effect to the Business Combination and financing activities described above as ifthey had occurred on June 30, 2020. The selected unaudited pro forma condensed combined statement of operations data for the six months ended June 30,2020 and for the year ended December 31, 2019 give effect to the Business Combination and financing activities described above as if they had occurredon January 1, 2019.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed

combined financial information (the “Pro Forma Financial Statements”) of FinTech and Holdings appearing below and the accompanying notes to the ProForma Financial Statements. In addition, the pro forma financial statements were based on, and should be read in conjunction with, the historicalconsolidated financial statements and related notes of the entities for the applicable periods included in the proxy statement/prospectus relating to theBusiness Combination (the “proxy statement/prospectus”) which was filed by Parent with the Commission on September 23, 2020. The selected unauditedpro forma data has been presented for informational purposes only and are not necessarily indicative of what the combined financial position or results ofoperations actually would have been had the Business Combination been completed as of the dates indicated. The unaudited pro forma condensedcombined financial statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with theBusiness Combination. In addition, the selected unaudited pro forma data does not purport to project the future financial position or operating results ofFinTech and Holdings subsequent to the close of the Business Combination.

As of June 30,

2020 (in thousands) Selected Unaudited Pro Forma Combined Balance Sheet Data(1) Total assets $ 463,447 Total liabilities $ 362,808 Total equity $ 100,639

For the six months

ended June 30,

2020

For the year ended

December 31,2019

Selected Unaudited Pro Forma Condensed Combined Statement of Operations(1)Revenue $ 100,226 $ 203,374 Weighted average shares outstanding – basic and diluted 111,015,607 111,015,607 Net loss per share – basic and diluted $ (0.00) $ (0.08)

(1) This presentation reflects the Company’s public stockholder redemption of 5.7 million shares for aggregate redemption payments of $58.3 million. Thepublic shareholder redemption of 5.7 million shares were redeemed at the public share price of $10.23 per share as of the redemption date.

COMPARATIVE PER SHARE DATA

The following table sets forth selected historical equity ownership information for Parent and unaudited pro forma condensed consolidated combined

per share ownership information of Parent after giving effect to the Business Combination. The book value per share reflects the Business Combination as if it had occurred on June 30, 2020. The loss per share information reflects the

Business Combination as if it had occurred at the beginning of the period indicated. The historical information should be read in conjunction with the historical consolidated and combined financial statements of the Entities and the

related notes thereto included in the proxy statement/prospectus. The unaudited pro forma condensed consolidated combined per share data are presentedfor illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized ifthe Business Combination had been completed as of the date indicated or will be realized upon the completion of the Business Combination. The historicalinformation contained in the following table for the six months ended June 30, 2020 should be read in conjunction with FinTech’s and Holdings’ unauditedcondensed consolidated statement of operations for the six months ended June 30, 2020 and the related notes included in the proxy statement/prospectus.The historical information contained in the following table for the year ended December 31, 2019 should be read in conjunction with FinTech’s andHoldings audited consolidated statement of operations for the year ended December 31, 2019 and the related notes included in the proxystatement/prospectus.

FinTech CombinedPro Forma

(in thousands, except share and

per share amounts) As of and for the six months ended June 30, 2020 (Unaudited) Book value per share(1)(2) $ 0.11 $ 0.91 Weighted average shares of Common Stock outstanding – basic and diluted N/A 111,015,607 Weighted average shares outstanding of Class A redeemable common stock 34,500,000 N/A Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,787,500 N/A Basic and diluted net income per share, Class A $ 0.04 $ (0.00)Basic and diluted net loss per share, Class A and Class B $ (0.08) N/A As of and for the year ended December 31, 2019 Book value per share(1)(2) 0.11 N/A(3)Weighted average shares of Common Stock outstanding – basic and diluted N/A 111,015,607 Weighted average shares outstanding of Class A redeemable common stock 34,500,000 N/A Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,787,500 N/A Basic and diluted net income per share, Class A $ 0.18 $ (0.08)Basic and diluted net loss per share, Class A and Class B $ (0.19) N/A

(1) No historical comparative data shown for GTCR Ultra II Holdings, LLC as the entity is a single member LLC and no such data is disclosed in thehistorical financials. Refer to the historical financial statements included in the proxy statement/prospectus.

(2) Book value per share is calculated as Total Shareholders’ (Members’) Equity (Deficit) divided by Total Basic (or Diluted) Outstanding Shares.(3) Pro forma balance sheet for year ended December 31, 2019 not required and as such, no such calculation included in this table.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X to give

effect to the acquisition of Holdings by FinTech Acquisition Corp. III (“FinTech” or the “Company”). The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of FinTech

and Holdings as adjusted to give effect to the Business Combination and related financing transactions. The unaudited pro forma condensed combinedbalance sheet as of June 30, 2020 assumes that the Business Combination and the related financing transactions were completed on June 30, 2020. Theunaudited pro forma condensed combined statements of operations for the six months ended June 30, 2020 and the year ended December 31, 2019 give proforma effect to the Business Combination and the related financing transactions as if they had occurred on January 1, 2019.

The assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma condensed combined financial statements are

described in the accompanying notes, which should be read in conjunction with, the following: ● The Company’s unaudited condensed financial statements and related notes as of and for the six months ended June 30, 2020 included in the

proxy statement/prospectus. ● Holdings’ unaudited condensed consolidated financial statements and related notes as of and for the six months ended June 30, 2020 included

in the proxy statement/prospectus. ● The Company’s audited financial statements and related notes for the year ended December 31, 2019 included in the proxy

statement/prospectus. ● Holdings’ audited consolidated financial statements and related notes for the year ended December 31, 2019 included in the proxy

statement/prospectus. ● The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the proxy

statement/prospectus. ● Paya’s Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the proxy statement/prospectus. Certain direct and incremental costs related to the Business Combination will be recorded as a reduction against additional-paid-in-capital, consistent

with the accounting for reverse recapitalizations. The unaudited pro forma condensed combined financial statements do not give effect to any anticipatedsynergies, operating efficiencies or cost savings that may be associated with the Business Combination.

The unaudited condensed combined pro forma adjustments reflecting the consummation of the Business Combination and related transactions are

based on certain estimates and assumptions. These estimates and assumptions are based on information available as of the dates of these unaudited proforma condensed combined financial statements and may be revised as additional information becomes available. Therefore, it is likely that the actualadjustments will differ from the pro forma adjustments and it is possible the difference may be material.

The following describes the above entities:

FinTech

The Company is a blank check company incorporated in Delaware on March 20, 2017. The Company was formed for the purpose of acquiring,

through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction, one or more operatingbusinesses or assets. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated withearly stage and emerging growth companies.

At June 30, 2020, the Company had not yet commenced operations. All activity through June 30, 2020 relates to the Company’s formation and its

initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and, since its Initial Public Offering, identifying a target companyfor a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest.The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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Holdings

Holdings, a Delaware limited liability company, is a holding company that conducts operations through its wholly-owned subsidiaries. These

operating subsidiaries are comprised of Paya, Inc. (“Paya”), Paya EFT, Inc. (“Paya EFT”), a wholly-owned subsidiary of Paya, Stewardship Technology,Inc. (“Stewardship”), and First Mobile Trust, LLC (“FBS”). Holdings is wholly owned by Seller.

Holdings is a leading independent integrated payments platform providing Card, automated clearing house (“ACH”), and Check payment processing

solutions via software to middle-market businesses in the United States. Paya’s solutions integrate with customers’ core business software to enablepayments acceptance, reconcile invoice detail, and post payment information to their core accounting system. In this manner, Paya enables its customers tocollect revenue from their consumer (“B2C”) and business (“B2B”) customers with a seamless experience and high-level of security across payment types.

Holdings is headquartered in Atlanta, Georgia and also has operations in Reston, VA, Fort Walton Beach, FL, Mount Vernon, OH and Miamisburg,

OH. Description of the Business Combination

Pursuant to the terms of the Merger Agreement, FinTech, through its newly formed Parent and Parent’s wholly-owned subsidiary, has agreed to

acquire all of the equity interests of Holdings and Blocker from Seller and Blocker Seller for $1.045 billion. Concurrently with the signing of the MergerAgreement, FinTech entered into subscriptions to sell 20.0 million Common A Shares to investors as well as 5.0 million Common A Shares to affiliates ofthe Sponsor which are considered in the minimum closing cash figures and is collectively referred to as the “PIPE financing”. The Business Combinationwas financed with FinTech’s IPO proceeds (previously held within a trust account) and the PIPE financing as well as through the issuance of Parent’scommon stock (“Rollover Equity”). Following the closing of the Business Combination, Parent indirectly owned all of the equity interest of Holdings .

The Business Combination will be accounted for as a reverse recapitalization under the scope of the Financial Accounting Standards Board’s

Accounting Standards Codification 805, Business Combinations (“ASC 805”), in accordance with generally accepted accounting principles in theUnited States of America (“U.S. GAAP”). Under this method of accounting, FinTech will be treated as the “acquired” company and Holdings will beconsidered the accounting acquiror for accounting purposes. The Business Combination will be treated as the equivalent of Holdings issuing stock for thenet assets of FinTech, accompanied by a recapitalization. The net assets of Holdings and FinTech will be stated at historical cost. No goodwill or intangibleassets will be recorded in connection with the Business Combination.

Holdings has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances under both the no and

maximum redemptions scenarios: ● Holdings’ senior management will comprise all key management positions of Parent; ● Seller will have the largest voting interest in Parent under both the no and maximum redemption scenarios; ● All individuals of Parent’s board of directors will initially be selected by Holdings shareholders; ● Holdings’ subsidiaries will comprise the ongoing operations of Parent; ● Holdings is larger in relative size than FinTech; and ● Parent’s headquarters will be that of Holdings.

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Consideration of $1.045 billion to be paid to Seller and Blocker Seller upon closing will consist of $499.7 million in cash and $545.3 million in the

form of shares of Parent’s common stock, which is the equivalent of 54.5 million shares with a par value of $0.0001 per share. Seller has the largest votinginterest of Parent’s common stock after close of the Business Combination. The cash portion of the Business Combination consideration was funded withthe $352.8 million of cash held in FinTech’s trust account on the closing date and the $250 million of proceeds from the PIPE financing based on the priceof $10.00 per share. To the extent not used to pay the cash portion of the Business Combination consideration, the redemption price for properly redeemedshares of FinTech’s Class A common stock, or fees and expenses related to the Business Combination and the other transactions contemplated by theMerger Agreement, the proceeds from FinTech’s trust account and the PIPE financing will be used for general corporate purposes, which may include, butnot be limited to, working capital for operations, repayment of indebtedness, capital expenditures and future acquisitions.

Upon closing of the Business Combination, Parent and Seller entered into a Tax Receivable Agreement (“TRA”) as additional consideration to Seller.

The Tax Receivable Agreement generally provides for the payment by Parent to Seller of 85% of certain tax benefits that Parent actually realizes or isdeemed to realize from the use of certain tax attributes in periods after the closing of the Business Combination. Parent will retain the tax benefit, if any, ofthe remaining 15% of these tax attributes.

As a condition to the closing of the Business Combination, Parent, Seller and the Sponsor have entered into a Sponsor Agreement, pursuant to which,

the Sponsor’s 8.9 million shares of FinTech’s Class B common stock have been restructured such that the Sponsor will retain 1.8 million shares and willforfeit 1.4 million shares upon the closing of the Business Combination. The Sponsor will be entitled to receive the remaining 5.7 million shares contingentupon Parent’s share price exceeding certain thresholds (collectively “Sponsor Promote Shares”).

Upon the closing of the Business Combination, an additional 14.0 million shares of Parent’s common stock will be contingently issuable to Seller and

Blocker Seller (based on their proportionate ownership) pursuant to the Merger Agreement (“Earnout Shares”). 5.7 million of the Sponsor Promote Shares and all 14.0 million Earnout Shares are contingently issuable in two equal tranches if the closing sale price

of Parent’s common stock exceeds certain price thresholds ($15.00 and $17.50, respectively) for 20 out of any 30 consecutive trading days during the firstfive years following the closing of the Business Combination. Refer to the Merger Agreement included as Annex A of the proxy statement/prospectus foradditional details. None of the contingently issuable shares have been included in the expected capitalization and have been excluded from pro forma pershare calculations as defined in Note 4.

The number of shares of Parent common stock issued in the Business Combination is based on a $10.00 per share value for its common stock. For

additional information regarding the consideration payable in the Business Combination, see the Current Report on Form 8-K of which this exhibitconstitutes a part.

The following represents the aggregate consideration, exclusive of Earnout Shares and TRA (in thousands):

Cash paid to Seller(a) $ 499,660 Share Issuance to Seller, at $10 per share(a) 545,340 Consideration, exclusive of Earnout Shares and TRA $ 1,045,000 (a) Reflects subsequent changes to the trust account through the closing date of the transaction and actual redemptions

Furthermore, in no event will the Company redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001. Theunaudited pro forma condensed financial information has been prepared to reflect actual redemptions of 5.7 million shares for $58.3 million.

The following summarizes the pro forma shares of common stock outstanding based on actual redemptions of 5.7 million shares for $58.3 million (in

thousands):

Shares(a) % FinTech Public Shareholders 28,803 26%FinTech Sponsor Public Shares 930 1%FinTech Sponsor Promote Shares 1,748 2%FinTech Sponsor PIPE 5,000 4%Total FinTech 36,482 33%Seller Shares 54,534 49%GTCR Funds PIPE 700 1%Other PIPE Investor(s) 19,300 17%Total Shares at Closing 111,016 100% (a) Reflects subsequent changes to the trust account through the closing date of the transaction and actual redemptions

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FINTECH ACQUISITION CORP. III

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETAs of June 30, 2020

(Amounts in thousands of U.S. dollars, except per share data)

FinTech

(Historical)

GTCR-UltraHoldings II,

LLC(Historical)

Pro FormaAdjustments

CombinedPro Forma

Assets Current assets:

Cash and cash equivalents $ 148 $ 24,900 $ 352,844 2a $ 23,236 200,000 2b 50,000 2c (500) 2d 2,796 2f (6,000) 2i (38,957) 2i (499,660) 2j (4,073) 2i, 2n (58,262) 2o

Trade receivables, net - 21,689 - 21,689 Prepaid Expenses 115 1,424 - 1,539 Income tax receivable - 1,402 - 1,402 Receivable from affiliate - 24,867 (24,867) 2f - Other current assets - 580 - 580 Total current assets before funds held for clients 263 74,862 (26,679) 48,446 Funds held for clients - 83,449 - 83,449

Total current assets 263 158,311 (26,679) 131,895

Cash and marketable securities held in Trust Account 353,479 - (352,844) 2a - (635) 2a

Property and equipment, net - 10,435 - 10,435 Goodwill - 193,885 - 193,885 Intangible assets, net - 126,501 - 126,501 Other long-term, assets - 731 - 731

Total assets $ 353,742 $ 489,863 $ (380,158) $ 463,447

Liabilities and Shareholders’ Equity Current liabilities:

Trade payables $ 70 $ 2,459 $ - $ 2,529 Accrued liabilities - 7,813 (54) 2i 7,759 Accrued revenue share - 8,730 - 8,730 Promissory note – related parties 500 - (500) 2d - Other current liabilities 258 2,873 - 3,131

Total current liabilities before client fund obligations 828 21,875 (554) 22,149 Client fund obligations - 83,709 - 83,709

Total current liabilities 828 105,584 (554) 105,858 Deferred underwriting fee payable 14,700 - (14,700) 2i - Deferred tax liability, net - 25,082 (10,498) 2m 14,584 Long-term debt - 223,464 (3,823) 2n 219,641 Tax receivable agreement liability - - 21,974 2m 21,974 Other long-term liabilities - 751 - 751

Total liabilities 15,528 354,881 (7,601) 362,808 Common stock subject to possible redemption, 33,321,394 shares

at redemption value as of June 30, 2020 333,214 - (333,214) 2e - Preferred stock, $0.0001 par value; 1,000,000 shares authorized;

none issued and outstanding - - - - Class A common stock, $0.0001 par value; 85,000,000 shares

authorized; 2,108,626 issued and outstanding (excluding33,321,394 shares subject to possible redemption) as of June 30,2020 - - 11

2b,2c,2e,2g,2k,2o 11

Class B common stock, $0.0001 par value; 15,000,000 sharesauthorized; 8,857,500 issued and outstanding as of June 30,2020 1 - (1) 2g -

Additional paid-in capital 199,998 2b 101,513 50,000 2c 274,949 2e, 2o (5) 2k

(22,071) 2f 4,999 2h 8,700 2i (38,903) 2i (499,660) 2j (11,476) 2m 134,982 2l Retained earnings 4,999 (4,999) 2h (885) (250) 2n (635) 2a Total shareholders’ equity $ 5,000 $ - $ 95,639 $ 100,639 Member’s equity - 134,982 (134,982) 2l - Total liabilities and shareholders’ equity $ 353,742 $ 489,863 $ (380,158) $ 463,447

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FINTECH ACQUISITION CORP. III

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2020(Amounts in thousands of U.S. dollars, except per share data)

FinTech

(Historical)

GTCR-Ultra Holdings II,

LLC (Historical)

Pro Forma Adjustments

Combined Pro Forma

Revenue $ — $ 100,226 $ — $ 100,226 Cost of services exclusive of depreciation and amortization — (49,409) — (49,409)Selling, general & administrative expenses (877) (29,585) 877 3b,3c (29,585)Depreciation and amortization — (12,007) — (12,007)Income (loss) from Operations (877) 9,225 877 9,225 Other income (expense)

Interest expense — (9,339) 41 3d (9,298)Other income (expense) 1,841 (5) (1,841) 3a (5)

Total other income (expense) 1,841 (9,344) (1,800) (9,303)Income (loss) before income taxes 964 (119) (923) (78)Income tax benefit (expense) (366) 69 258 3e (39)Net income (loss) $ 598 $ (50) $ (665) $ (117)

Weighted average shares outstanding of Class A redeemable common

stock 34,500,000 111,015,607 Basic and diluted net income per share, Class A $ 0.04 $ (0.00)Weighted average shares outstanding of Class A and Class B non-

redeemable common stock 9,787,500 Basic and diluted net loss per share, Class A and Class B $ (0.08)

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FINTECH ACQUISITION CORP. III

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2019(Amounts in thousands of U.S. dollars, except per share data)

FinTech

(Historical)

GTCR-Ultra Holdings II,

LLC (Historical)

Pro Forma Adjustments

Combined Pro Forma

Revenue $ — $ 203,374 $ — $ 203,374 Cost of services exclusive of depreciation and amortization — (101,564) — (101,564)

Selling, general & administrative expenses (2,065) (69,943) 1,000 3c (71,008)Depreciation and amortization — (22,436) — (22,436)

Income (loss) from Operations (2,065) 9,431 1,000 8,366 Other income (expense) Interest expense — (832) 81 3d (751)Other income (expense) 7,977 (20,043) (7,977) 3a (20,043)

Total other income (expense) 7,977 (20,875) (7,896) (20,794)Income (loss) before income taxes 5,912 (11,444) (6,977) (12,428)

Income tax benefit (expense) (1,637) 2,420 2,932 3e 3,715 Net income (loss) $ 4,275 $ (9,024) $ (4,045) $ (8,713)

Weighted average shares outstanding of Class A redeemable common

stock 34,500,000 111,015,607 Basic and diluted net income per share, Class A $ 0.18 $ (0.08)Weighted average shares outstanding of Class A and Class B non-

redeemable common stock 9,787,500 Basic and diluted net loss per share, Class A and Class B $ (0.19)

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Note 1. Basis of Pro Forma Presentation

The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give

effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements ofoperations, expected to have a continuing impact on the results of the consolidated results of Parent subsequent to the Business Combination.

The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily

indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions takenplace on the dates indicated, nor do they purport to project the future consolidated results of operations or financial position of the combined company.They should be read in conjunction with the historical consolidated financial statements and notes thereto of FinTech and Holdings.

There were no significant intercompany balances or transactions between FinTech and Holdings as of the date and for the periods of these unaudited

pro forma condensed combined financial statements. Holdings is currently negotiating certain employment agreements for the post close entity. Based on the preliminary terms, these agreements would

result in an increase in compensation cost on a pro forma basis. However, as these employment agreements are preliminary and not yet executed, theCompany has not included a pro forma adjustment because such amounts are not known and are deemed not factually supportable at this time.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had FinTech and Holdings

filed consolidated income tax returns during the periods presented. The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are

based upon the number of FinTech’s shares outstanding, assuming the Business Combination and related transactions occurred on January 1, 2019. Note 2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2020 are as follows: a) Reflects the reclassification of $352.8 million of cash and cash equivalents held in FinTech’s trust account that becomes available for

transaction consideration, transaction expenses, redemption of public shares and the operating activities following the Business Combinationassuming no redemptions. The cash and cash equivalents held within the FinTech trust account include a net $0.6 million reduction of trustcash due to payment of certain operating expenses partially offset by interest earned subsequent to June 30, 2020 through the closing date of thetransaction.

b) Reflects the gross cash proceeds from PIPE financing of 20.0 million shares of FinTech Class A common stock for $200.0 million from private

investors. c) Reflects the gross cash proceeds from PIPE financing of 5.0 million FinTech shares of Class A common stock for $50.0 million from affiliates

of the Sponsors. d) Reflects the cash settlement of $0.5 million of FinTech promissory notes with related parties. e) Represents the reclassification of $333.2 million of common stock subject to possible redemption to permanent equity assuming no

redemptions. f) Reflects the settlement of $24.9 million of Holdings intercompany loan receivables with Seller of which $2.8 million will be settled in cash at

closing and $22.1 million were settled through an equity distribution in connection with the Business Combination. g) Reflects the reclassification of $1 thousand for the par value of FinTech Class B common stock to the par account for Class A common stock to

account for the conversion of all outstanding, non-forfeited Class B common stock to Class A common stock (refer to Note 4 herein). h) Reflects the elimination of $5.0 million of FinTech’s historical retained earnings. i) Reflects the payment of FinTech and Holdings’ transaction costs of $45.0 million, expected to be incurred related to the closing of the Business

Combination. Of that amount, $1.3 million is related to closing debt financing costs referenced in Note (2n) and $6.0 million relates to the cashsettlement of deferred underwriting compensation incurred as part of FinTech’s IPO to be paid upon the consummation of a BusinessCombination, while the remaining $8.7 million has been forgiven by the underwriters and has been recorded as an offset to Additional Paid inCapital. The remaining transaction costs of $37.7 million include direct and incremental costs, such as legal, third party advisory, investmentbanking, other miscellaneous fees and equity financing fees associated with the PIPE financing described at Notes 2(b) and 2(c). As of June 30,2020, $0.1 million of transaction costs were accrued on the historical balance sheet of Holdings.

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j) Reflects the payment of $499.7 million of cash consideration paid to Seller in connection with the Business Combination. k) Reflects the issuance of 54.5 million shares to Seller at $0.0001 par value as consideration for the Business Combination. l) Reflects the recapitalization of Holdings, including the reclassification of members’ equity to common stock and Additional Paid in Capital. m) Reflects the net $10.5 million decrease in deferred tax liabilities, consisting of $21.4 million of net deferred tax assets (“DTA”) primarily

related to an increase in tax basis for goodwill, intangible assets, transaction costs, and imputed interest, offset by a valuation allowance of$10.9 million related to a portion of such tax attributes not expected to be fully realized, for a net DTA of $10.5 million. The DTA andcorresponding valuation allowance have been accounted for in accordance with ASC 740 and recorded as an offset to deferred tax liabilities,net on the pro forma balance sheet. A potential Tax Receivable Agreement liability of approximately $38.7 million has been calculated, which represents 85% of deferred taxbenefit related to the specified tax attributes in the Tax Receivable Agreement to be realized by Parent, and could be paid to Sellers ifrealizable. The Tax Receivable Agreement liability has been considered in accordance with ASC 450 which requires that a liability be probableof occurrence and estimable. As noted above, it was concluded that it was more likely than not that a portion of the deferred tax assets subjectto the Tax Receivable Agreement would not be realized, and therefore, the Company it has not recorded a Tax Receivable Agreement liabilityfor the portion of the tax savings it may realize from the utilization of such deferred tax assets. Additionally, there are other tax benefits that itis not probable the Company will realize and the Company has not recorded a Tax Receivable Agreement liability for this portion either.Together, the portion of the $38.7 million TRA liability that is not probable, and therefore not being recorded is $16.7 million. The remaining$22.0 million Tax Receivable Agreement liability meets the probability criteria for recognition and it is estimable based on the realization ofpotential future benefits. The expected future payments under the Tax Receivable Agreement are dependent upon a number of factors,including Parent’s cash tax savings, the applicable tax rate in the years in which it utilizes tax attributes subject to the Tax ReceivableAgreement as well as current tax forecasts. These estimated rates and forecasts are subject to change based on actual results and realizationswhich could have a material impact on the actual liability to be paid.

n) Reflects the costs incurred to amend the existing debt facility of Holdings’. The amendment extends the maturity date of the debt facility and

includes additional change of control language specific related to the proposed Business Combination, but does not change the lenders, modifythe principal outstanding or the stated interest rate. $1.3 million of fees will be paid upon closing of the Business Combination and have beenincluded in transaction costs. Refer to Note (2i) for additional information. The amendment will be accounted for as a modification resulting ina reduction of net debt of $3.8 million for creditor costs and $0.3 million of third-party costs expensed as incurred. The creditor costs will beamortized through interest expense over the remaining life of the debt. Refer to Note 3(d) for the tax impact.

o) Reflects $58.3 million withdrawal of funds from the trust account to fund the redemption of 5.7 million shares of FinTech common stock at

approximately $10.23 per share. Note 3. Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2020

and the year ended December 31, 2019 are as follows: a) Represents the elimination of $1.8 million of interest income on FinTech’s trust account for the six months ended June 30, 2020 and $8.0

million for the year ended December 31, 2019.

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b) Reflects the elimination of $0.4 million in non-recurring transaction costs incurred by Holdings for the six months ended June 30, 2020 that are

directly related to the Business Combination. No transaction costs were incurred for the year ended December 31, 2019. c) Holdings had previously entered into an advisory agreement with an affiliate for business consulting services. In exchange for those services

Holdings paid an annual advisory fee. This agreement will be terminated in connection with the Business Combination, which will result in theelimination of $0.5 million of selling, general and administrative expenses for the six months ended June 30, 2020 and $1.0 million for the yearended December 31, 2019.

d) Reflects the reduction of interest expense of less than $0.1 million for the six months ended June 30, 2020 and for the year ended December 31,

2019, resulting from the deferred financing costs associated with the debt modification described in Note 2(n). e) Subsequent to the Business Combination, these entities will be subject to income tax. The tax effect on the pro forma adjustments was

determined using an estimated statutory blended rate of 28% for the six months ended June 30, 2020 and the year ended December 31, 2019.Additionally, the previously disregarded entities (“DREs”) for tax purposes will become part of a consolidated tax structure. The DREsincurred losses that would be included in the Parent’s consolidated income. Utilizing the pro forma effective tax rate of 20.4% a benefit of $1.0million has been recorded for the year ended December 31, 2019 after considering the incremental taxable losses of the DREs. The sameapproach resulted in no adjustment for the six months ended June 30, 2020.

Note 4. Loss Per Share Pro Forma Weighted Average Shares (Basic and Diluted)

The following pro forma weighted average shares calculations have been performed for the six months ended June 30, 2020 and the year ended

December 31, 2019. The unaudited condensed combined pro forma loss per share (“LPS”), basic and diluted, are computed by dividing loss by theweighted-average number of shares of common stock outstanding during the period.

Prior to the Business Combination, FinTech had two classes of shares: Class A shares and Class B shares. The Class B shares are held by the Sponsor.

In connection with the closing of the Business Combination, each currently issued and outstanding share of FinTech Class B common stock not forfeited,was automatically converted on a one-for-one basis, into shares of FinTech Class A common stock. Immediately thereafter, each currently issued andoutstanding share of Class A common stock was automatically converted on a one-for-one basis into shares of Parent.

FinTech has 17.3 million outstanding public warrants sold during the initial public offering and 0.5 million warrants sold in a private placement to

purchase an aggregate of 0.9 million Class A shares simultaneous to the initial public offering. The warrants are exercisable at $11.50 per share amountswhich exceeds the current market price of FinTech’s Class A common stock. These warrants are considered anti-dilutive and excluded from the earningsper share calculation when the exercise price exceeds the average market value of the common stock price during the applicable period.

Following the closing of the Business Combination, an additional 14.0 million shares of Parent’s common stock are issuable to Seller and 5.7 million

shares of Parent’s common stock are issuable to the Sponsor, in each case contingent upon the closing sale price of Parent’s common stock exceedingcertain thresholds within the first five years following the closing of the Business Combination. Because these shares are contingently issuable based uponthe share price of Parent reaching specified thresholds that are not currently met, these contingent shares have been excluded from basic and diluted proforma LPS.

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As a result, pro forma diluted LPS is the same as pro forma basic LPS for the periods presented.

For the six months ended

June 30, 2020

For the year ended

December 31, 2019

In thousands, except per share data Pro forma net loss $ (117) $ (8,713)Basic and Diluted weighted average shares outstanding 111,016 111,016 Pro Forma Basic and Diluted loss per share $ (0.00) $ (0.08) Pro Forma Basic and Diluted weighted average shares FinTech Public Shareholders 28,803 28,803 FinTech Sponsor Public Shares 930 930 FinTech Sponsor Promote Shares 1,748 1,748 FinTech Sponsor PIPE 5,000 5,000 Total FinTech 36,482 36,482 Seller Shares 54,534 54,534 GTCR Funds PIPE 700 700 Other PIPE Investor(s) 19,300 19,300 Total Pro Forma Basic and Diluted weighted average shares 111,016 111,016

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