CARDCONNECT CORP. (NASDAQ:CCN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Agreement and Plan of Merger

On May26, 2017, CardConnect Corp., a Delaware corporation (the
Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with First Data Corporation, a Delaware
corporation (First Data), and Minglewood Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of First Data
(Merger Sub). The board of directors of the Company has
unanimously approved the Merger Agreement.

to the Merger Agreement, and subject to its terms and conditions,
Merger Sub will commence a tender offer (the Offer) as promptly
as practicable, but no later than seven business days, after the
date of the Merger Agreement, to acquire all of the outstanding
shares of common stock of the Company, $0.001 par value per share
(Common Stock), at a purchase price of $15.00 per share (the
Offer Price) net to the seller in cash, without interest.

The obligation of Merger Sub to purchase shares tendered in the
Offer is subject to the satisfaction or waiver of a number of
conditions. These conditions include the tendering in the Offer
of a number of shares which, when considered together with all
other shares of Common Stock (if any) beneficially owned by First
Data and its affiliates, represent one more share of Common Stock
than 50% of the sum of the total number of shares of Common Stock
outstanding at the time of the expiration of the Offer plusthe
aggregate number of shares of Common Stock issuable to holders of
options to purchase shares of Common Stock for which the Company
has received exercise notices prior to the expiration of the
Offer (the Minimum Condition) and other customary conditions.
Upon the expiration of the Offer, which expiration may be
extended under certain circumstances, and must be extended under
other circumstances, Merger Sub will accept for payment all
shares of Common Stock tendered (and not validly withdrawn) to
the Offer in exchange for the Offer Price (the time of such
acceptance, the Offer Acceptance Time).

Following the consummation of the Offer and subject to the
satisfaction or waiver of the conditions set forth in the Merger
Agreement, Merger Sub will merge with and into the Company, with
the Company surviving as a wholly owned subsidiary of First Data
(the Merger). The parties intend to effect the Merger promptly
after consummation of the Offer to Section 251(h) of the Delaware
General Corporation Law. At the effective time of the Merger (the
Effective Time), the Common Stock not purchased to the Offer
(other than Common Stock held by the Company, First Data, Merger
Sub or any of their respective subsidiaries) will be cancelled
and converted into the right to receive the Offer Price, without
interest (the Merger Consideration).

At the Effective Time, each option to purchase shares of Common
Stock (a Company Option) that is outstanding and unexercised
immediately prior to the Effective Time will fully vest (to the
extent not vested) and will be cancelled and converted into the
right to receive a cash payment, without interest, equal to the
product of (a)the excess, if any, of the Merger Consideration
over the applicable exercise price for the option, multiplied by
(b)the number of shares of Common Stock underlying the Company
Option. At the Effective Time, each award in respect of a share
of Common Stock subject to vesting, repurchase or other lapse
restriction granted under an equity plan of the Company (a
Company Restricted Stock Award) outstanding immediately prior to
the Effective Time will fully vest and be cancelled and converted
into the right to receive an amount in cash, without interest,
equal to the Merger Consideration in respect of each share of
Common Stock subject to such Company Restricted Stock Award.

The consummation of the Merger is subject to certain conditions,
including the consummation of the Offer and absence of any
government order or other law prohibiting the Merger. The Merger
Agreement includes representations and warranties and covenants
of the parties customary for a transaction of this nature. Until
the earlier of the Offer Acceptance Time and the termination of
the Merger Agreement, the Company has agreed to operate its
business and the business of its subsidiaries in the ordinary
course and has agreed to certain other operating covenants, as
set forth more fully in the Merger Agreement. The Merger
Agreement contains customary non-solicitation restrictions
prohibiting the Company, its affiliates and its and their
respective representatives from soliciting competing takeover
proposals from third parties or providing information to or
participating in discussions or negotiations with third parties
regarding competing takeover proposals, subject to customary
exceptions relating to proposals that would reasonably be
expected to lead to a Company Superior Proposal (as defined in
the Merger Agreement).

The Merger Agreement provides that each of the Company, First
Data and Merger Sub will each use its reasonable best efforts to
consummate the Offer, the Merger and the other transactions
contemplated by the Merger Agreement (the Transactions). This
obligation includes the filing with the United States Federal
Trade Commission and the Antitrust Division of the United States
Department of Justice the notification and report forms required
for the transactions contemplated by the Merger Agreement and
providing supplemental information that may be requested to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the regulations promulgated thereunder (the HSR Act). Each
party has agreed to take all necessary actions required by any
governmental authority to consummate the Transactions as are
conditioned on the consummation of the Offer and the Merger and
would not have an adverse impact on First Data following the
completion of the Transactions that would be material to First
Data and its subsidiaries (including the Company and its
subsidiaries), on a consolidated basis pro forma for the
completion of the Transactions.

If the Merger Agreement is terminated under certain
circumstances, including termination by First Data following an
adverse recommendation change by the Companys board of directors
or termination by the Company in response to a Company Superior
Proposal or termination under certain circumstances followed by
the Company or its subsidiaries entering into a competing
takeover proposal within twelve months of such termination, the
Company will be obligated to pay First Data a termination fee of
$18million.

If the Merger Agreement is terminated by First Data or the
Company because the Merger is not consummated before November27,
2017 (and certain conditions to consummation of the Merger are
satisfied other than those related to the Minimum Condition and
antitrust laws) or due to failure to receive antitrust
clearances, First Data will be obligated to pay the Company a
termination fee of $35million.

Following the date of the Merger Agreement, the Company will
offer to redeem the Companys Series A preferred stock, par value
$0.001 per share (the Series A Preferred Stock), to the terms set
forth in the Certificate of Designation, dated as of July28, 2016
(the Certificate of Designation). If the Company receives a
written instrument from the holders of at least sixty-six and
two-thirds percent (66 and ²_{%) of the outstanding
shares of Series A Preferred Stock requesting the redemption,
then the Company will effect such redemption no later than the
Effective Time. All Series A Preferred Stock outstanding after
the Effective Time, if any, will automatically be cancelled and
retired, and each holder of such shares will receive the
liquidation amount set forth in the Certificate of Designation.
At the Effective Time, all warrants of the Company will, without
any action on the part of the holders thereof, become warrants of
the surviving company in the Merger and will be subject to
exercise subject to the terms of the Warrant Agreement, dated as
of February12, 2015. The exercise price of warrants exercised in
the first 30 days following the announcement of the completion of
the transactions contemplated by the Merger Agreement will be
adjusted as provided for in the Warrant Agreement.}

_{The
foregoing summary of the principal terms to the Merger Agreement
do not purport to be complete and are qualified in their entirety
by reference to the full copy of the Merger Agreement filed as
Exhibit 2.1 hereto and incorporated herein by reference. The
summary and the copy of the Merger Agreement is intended to
provide information regarding the terms of the Merger Agreement
and is not intended to modify or supplement any factual
disclosures about the Company or First Data or Merger Sub in its
public reports filed with the SEC. In particular, the Merger
Agreement and related summary is not intended to be, and should
not be relied upon as, disclosures regarding any facts and
circumstances relating to any party to the Merger Agreement. The
Merger Agreement includes representations, warranties and
covenants of the parties thereto made solely for the benefit of
the parties to the Merger Agreement. The assertions embodied in
those representations and warranties were made solely for
purposes of the contract among the parties to the Merger
Agreement and may be subject to important qualifications and
limitations agreed to by the parties thereto in connection with
the negotiated terms. Moreover, some of those representations and
warranties may not be accurate or complete as of any specified
date, may be subject to a contractual standard of materiality
different from those generally applicable to the Companys or
First Datas or Merger Subs SEC filings or may have been used for
purposes of allocating risk among the parties rather than
establishing matters as facts. Investors should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts of the
Company, First Data or Merger Sub.}

_{Tender and
Support Agreement}

_{Also on
May26, 2017, FTVentures III, L.P., FTVentures III-N, L.P. and
FTVentures III-T, L.P. (collectively, FTV Entities) and Michael
J. Mertz (together the Stockholders) each entered into tender and
support agreements with First Data and Merger Sub (together, the
Tender and Support Agreements). Under each of the Tender and
Support Agreements, the Stockholders have agreed, among other
things, to promptly tender their shares of Common Stock and, from
May26, 2017 through the termination or consummation of the
Merger, to vote such shares as provided therein, including
against the approval of any competing takeover proposal. As of
May26, 2017, the shares covered by the tender and support
agreements include 12,587,335 shares of Common Stock, which
represented approximately 40% of the total outstanding shares of
Common Stock on such date.}

_{The
foregoing description of the Tender and Support Agreements is
qualified in its entirety by the full text of such agreements,
which are attached hereto as Exhibits 99.1 and 99.2, and are
incorporated by reference herein.}

_-2-

_{Forward-Looking
Statements}

_{This
document and the exhibits hereto may contain forward-looking
statements regarding the proposed transaction with the Company,
First Data and Merger Sub that involves substantial risks and
uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
These forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as believes, plans,
anticipates, projects, estimates, expects, intends, strategy,
future, opportunity, may, will, should, could, potential, or
similar expressions. These forward-looking statements are based
on managements current expectations and beliefs about future
events. As with any projection or forecast, they are inherently
susceptible to uncertainty and changes in circumstances. Various
factors could adversely affect the Companys operations, business
or financial results in the future and cause the Companys actual
results to differ materially from those contained in the
forward-looking statements, including those factors discussed in
detail in the Risk Factors sections contained in the Companys
Annual Report on Form 10-K for the year ended December31, 2016
filed with the Securities and Exchange Commission (the SEC) as
well as, among other things, statements about the potential
benefits of the proposed acquisition; First Datas and the
Companys plans, objectives, expectations and intentions; the
financial condition, results of operations and business of First
Data and the Company; industry, business strategy, goals and
expectations concerning First Datas and the Companys market
position, future operations, future performance and
profitability; and the anticipated timing of closing of the
acquisition. Risks and uncertainties include, among other things,
risks related to the satisfaction of the conditions to closing of
the acquisition (including the failure to obtain necessary
regulatory approval) in the anticipated timeframe or at all,
including uncertainties as to how many of the Companys
stockholders will tender their shares in the tender offer and the
possibility that the acquisition does not close; the occurrence
of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement, including in
circumstances which would require First Data or the Company to
pay a termination fee or other expenses; risks related to the
potential impact of the announcement or consummation of the
proposed transaction on First Datas or the Companys important
relationships, including with employees, suppliers and customers;
disruption from the transaction making it more difficult to
maintain business and operational relationships; negative effects
of this announcement or the consummation of the proposed
acquisition on the market price of First Datas or the Companys
common stock and on First Datas or the Companys operating
results; significant transaction costs; the risk of litigation
and/or regulatory actions related to the proposed acquisition;
the possibility that competing offers will be made; and risks
related to the ability to realize the anticipated benefits of the
acquisition, including the possibility that the expected benefits
from the proposed acquisition will not be realized or will not be
realized within the expected time period. Other factors that may
cause actual results to differ materially include those that will
be set forth in the Schedule TO, Schedule 14D-9 and other tender
offer documents filed by First Data, Merger Sub and the Company.
Many of these factors are beyond First Datas and the Companys
control. A further description of risks and uncertainties
relating to First Data and the Company can be found in their
Annual Reports on Form 10-K for the fiscal year ended December31,
2016 and in their subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, all of which are filed with the SEC
and available at www.sec.gov.}

_-3-

_{Unless
otherwise required by applicable law, First Data and the Company
disclaim any intention or obligation to update forward-looking
statements contained in this document and the exhibits hereto as
the result of new information or future events or
developments.}

_-4-

_{Important
Information}

_{The tender
offer for the outstanding Common Stock of the Company referred to
in this document has not yet commenced. This document is not an
offer to purchase or a solicitation of an offer to sell shares of
the Companys Common Stock, nor is it a substitute for the tender
offer materials that First Data and Merger Sub will file with the
SEC upon commencement of the tender offer. The solicitation and
the offer to purchase shares of the Companys Common Stock will
only be made to an offer to purchase and related materials that
First Data and Merger Sub intend to file with the SEC. At the
time the tender offer is commenced, First Data and Merger Sub
will file a Tender Offer Statement on Schedule TO with the SEC,
and soon thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND
THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH
RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES THERETO. Investors and stockholders may obtain free
copies of the Schedule TO and Schedule 14D-9, as each may be
amended or supplemented from time to time, and other documents
filed by the parties (when available), at the SECs web site at
www.sec.gov.}

_(d)
Exhibits

_-5-

About CARDCONNECT CORP. (NASDAQ:CCN)

CardConnect Corp., formerly FinTech Acquisition Corp., is a provider of payment processing and technology solutions. The Company has developed advanced payment solutions using point-to-point encryption (P2PE) and tokenization. The Company’s small-to-midsize business offering, CardPointe, is a platform that includes a reporting and transaction management portal, which extends to a native mobile application. For enterprise-level organizations, CardSecure integrates omni-channel payment acceptance into several enterprise resource planning (ERP) systems, such as Oracle, SAP, JD Edwards and Infor M3. The Company’s product, CardSecure, accepts both magnetic stripe and chip cards. The device can be plugged to Ethernet/Internet outlet. The Company’s customers use CardPointe to view and manage transactions in real-time on any computer or mobile device. CardSecure P2PE protects the network and connected device from being compromised by malicious malware.

CARDCONNECT CORP. (NASDAQ:CCN) Recent Trading Information

CARDCONNECT CORP. (NASDAQ:CCN) closed its last trading session down -0.05 at 15.00 with 6,883,456 shares trading hands.