THIS WARRANT AGREEMENT (this Agreement), dated as of , 2021, is by and between Fintech Ecosystem Development Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Units), each such Unit comprised of (i) one share of Class A common stock of the Company, par value $0.0001 per share (Class A Common Stock), (ii) one right to receive one tenth (1/10) of one share of Class A Common Stock (a Right) and (iii) one-half of one redeemable Public Warrant (the Public Warrants) and, in connection therewith, has determined to issue and deliver up to 5,000,000 Public Warrants (or up to 5,750,000 Public Warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering;
WHEREAS, the Company has entered into that certain Private Placement Warrant Agreement (the Private Placement Warrant Agreement) with Revofast LLC, a Wyoming limited liability company (the Sponsor), pursuant to which the Sponsor has agreed to purchase an aggregate of 3,562,750 private placement warrants (3,900,250 private placement warrants if the underwriters in the Offering exercise their Over-allotment Option in full) from the Company in a private placement to occur simultaneously with the closing of the Offering, at a purchase price of $1.00 per private placement warrant for an aggregate purchase price of $3,562,750 ($3,900,250 if the Over-allotment Option is exercised in full) (the Sponsor Warrants).
WHEREAS, the Company has entered into that certain Forward Purchase Agreement (the Forward Purchase Agreement) with Caltech Trading Corp. (the Forward Purchaser) pursuant to which the Forward Purchaser will acquire not less than 4,000,000 warrants and not more than 4,500,000 warrants (the Forward Purchase Warrants) included in not less than 8,000,000 Units and not more than 9,000,000 Units (the Forward Purchase Units) which the Forward Purchaser has agreed to purchase, and the Company has agreed to sell to Forward Purchaser, in a private placement transaction to occur at or prior to the time of the Companys initial Business Combination (as defined below);
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys executive officers and directors and other third parties may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.50 per warrant (the Working Capital Warrants, and, together with the Sponsor Warrants and the Forward Purchase Warrants, the Private Placement Warrants). The Private Placement Warrants and the Public Warrants together are referred to herein as, the Warrants);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-255906 (the Registration Statement), and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units and the Public Warrants, Rights and Class A Common Stock comprising the Units;