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

Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger

On April 3, 2017, CardConnect Corp., a Delaware corporation (the
Company) entered into an agreement and plan of merger (the Merger
Agreement) with CCN Chicago, LLC, a Delaware limited liability
company and indirect wholly-owned subsidiary of the Company
(Merger Sub), MertzCo, Inc., an Illinois corporation (Target),
and Michael J. Mertz, the sole stockholder of the Target, to
which the Company acquired Target through the merger of Target
with and into Merger Sub (the Merger). The Merger was effective
on April 3, 2017.

Target was engaged in the business of marketing and reselling
credit card, debit card, gift card, loyalty card, and other
payment processing services, automated clearing house and point
of sale equipment, software and related goods and services.

to the Merger Agreement, total consideration in the Merger was
$39,000,000, consisting of (i) $12,000,000 in cash consideration
and (ii) 1,982,932 shares of Company common stock, representing
$27,000,000 in Company common stock based on a price per share of
$13.6162, which is the value weighted average price of a share of
Company common stock for 15 trading days prior to the date the
parties entered into a letter of intent for the transaction (the
Equity Consideration).

A copy of the Merger Agreement is filed herewith as Exhibit 2.1
and is incorporated herein by reference, and the foregoing
description does not purport to be complete and is qualified in
its entirety by reference thereto.

Escrow Agreement

In connection with the Merger, the Company entered into an escrow
agreement dated April 3, 2017 with Michael J. Mertz, and
Continental Stock Transfer Trust Company (the Escrow Agent)
providing for the Escrow Agent to hold 236,850 shares of the
Equity Consideration in an escrow fund (the Escrow Fund) to
secure certain rights of the Company with respect to Mr. Mertzs
indemnification obligations under the Merger Agreement (the
Escrow Agreement). Assuming no claims are asserted, half of
Escrow Fund will be released to Mr. Mertz on January 3, 2018 and
the remaining portion of the Escrow Fund will be released to Mr.
Mertz on October 3, 2018.

A copy of the Escrow Agreement is filed herewith as Exhibit 10.1
and is incorporated herein by reference, and the foregoing
description does not purport to be complete and is qualified in
its entirety by reference thereto.

Employment Agreement

In connection with the Merger, the Company entered into an
employment agreement dated April 3, 2017 with Mr. Mertz and
CardConnect, LLC (f/k/a/Financial Transaction Services, LLC), a
Delaware limited liability company and indirect wholly-owned
subsidiary of the Company (the Employment Agreement). Commencing
on April 3, 2017, Mr. Mertz will serve as the Chief Sales Officer
of the Company and its subsidiaries. The initial term of Mr.
Mertzs employment period extends for five years and thereafter
automatically will renew for additional one-year periods unless
either party notifies the other that it does not wish to renew
the agreement no later than sixty (60) days prior to the end of
the current term. Mr. Mertz will earn an annual base salary of
$400,000, subject to increase by the Companys compensation
committee.

Subject to continued employment, Mr. Mertz will be eligible to
receive, in respect of each full calendar year, an annual bonus
based on the Companys performance, as measured by our achievement
of certain target(s) as may be approved by the Companys
compensation committee.

As an inducement to enter into the Employment Agreement, on April
3, 2017, Mr. Mertz was granted non-qualified stock options to an
inducement non-qualified stock option award agreement (the
Inducement Award) to purchase 400,000 shares of common stock of
the Company at an exercise price equal to the fair market value
of the Companys common stock on the grant date. Such options vest
and become exercisable in four annual installments beginning on
the first anniversary of the date of the grant, except that such
non-qualified stock options will become fully vested and
exercisable (i) if Mr. Mertzs employment is terminated by the
Company without cause or by Mr. Mertz with good reason or (ii)
upon a change of control as defined in the Inducement Award.

If the Company terminates Mr. Mertzs employment without cause or
Mr. Mertz terminates his employment with good reason, Mr. Mertz
is entitled to receive:

If Mr. Mertzs employment terminates for any reason, he will be
subject to certain restrictive covenants including ongoing
confidentiality and non-disclosure covenants, and non-compete and
non-solicitation covenants and a prohibition on hiring employees
of the company during the 24 months following termination,
subject to certain limited exceptions.

A copy of the Employment Agreement is filed herewith as Exhibit
10.2 and is incorporated herein by reference, and the foregoing
description does not purport to be complete and is qualified in
its entirety by reference thereto.

A copy of the Inducement Award is filed herewith as Exhibit 10.3
and is incorporated herein by reference, and the foregoing
description does not purport to be complete and is qualified in
its entirety by reference thereto.

Item 2.01 Completion of Acquisition or Disposition of
Assets

Reference is made to disclosure set forth under Item 1.01 of this
Current Report on Form 8-K regarding the Merger Agreement and
Merger, including the reference to Exhibit 2.1, which is
incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity
Securities

Reference is made to disclosure set forth under Item 1.01 of this
Current Report on Form 8-K regarding the Equity Consideration
issued to Mr. Mertz in connection with the Merger, which is
incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On April 3, 2017, the Company issued a press release announcing
the consummation of the Merger and the issuance of the Inducement
Award to Mr. Mertz. This press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, including Exhibit
99.1, shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, unless
the Company specifically states that the information is to be
considered filed under the Exchange Act or incorporates it by
reference into a filing under the Exchange Act or the Securities
Act of 1933, as amended.

Item9.01Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Audited Financial Statements of MertzCo, Inc. as of and for the
year ended December 31, 2016.

(b) Pro Forma Financial Information

Unaudited Pro Forma Financial Information

(d) Exhibits.

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 00.00 at 14.05 with 196,574 shares trading hands.