AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 24, 2021, is made and entered into by and among each of Perella Weinberg Partners, a Delaware corporation, formerly known as FinTech Acquisition Corp. IV (the Company), FinTech Investor Holdings IV, LLC, a Delaware limited liability company, and FinTech Masala Advisors, LLC, a Delaware limited liability company (collectively, the Sponsor), the Legacy PWP Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a Holder and collectively, the Holders).
WHEREAS, the Company has issued the Sponsor an aggregate of 7,870,000 shares (the Founder Shares) of the Companys Class B common stock, $0.0001 par value per share (the Class B Common Stock);
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, the Sponsor purchased an aggregate of 610,000 units of the Company (each, a Placement Unit and collectively, the Placement Units), each Placement Unit consisting of one share of Common Stock (each, a Placement Share and collectively, the Placement Shares) and one third of one warrant to purchase one share of Common Stock (each, a Placement Warrant and collectively, the Placement Warrants) in a private placement transaction exempt from registration under the Securities Act (the Private Placement) occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, on September 24, 2020, the Company and the Sponsor entered into a Registration Rights Agreement (the Original Agreement), pursuant to which the Company granted the Sponsor certain registration rights with respect to certain securities of the Company;
WHEREAS, on the date hereof, upon the closing of the transactions (such transactions, the Transactions) contemplated by that certain Business Combination Agreement, dated as of December 29, 2020 (the Transaction Agreement), by and among the Company, the Sponsor, PWP Holdings LP, a Delaware limited partnership (Holdings), PWP GP LLC, a Delaware limited liability company and the general partner of Holdings, PWP Professionals and Perella Weinberg Partners LLC, a Delaware limited liability company and the general partner of PWP Professionals, as further described in the DeSPAC Transaction Steps set forth on Schedule B to the Transaction Agreement, on the terms and subject to the conditions set forth therein;
WHEREAS, on the date hereof, upon the closing of the Transactions, 6,846,667 of the Founder Shares will be converted into shares of Common Stock, on the terms and conditions provided in the Companys amended and restated certificate of incorporation;