REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2021, is made and entered into by and among Fintech Ecosystem Development Corp., a Delaware corporation (the Company) and Revofast LLC, a Delaware limited liability company (the Sponsor, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 8, 2021, pursuant to which the Sponsor purchased an aggregate of 2,875,000 shares (the Founder Shares) of the Companys Class B common stock, par value $0.0001 per share, up to 375,000 of which would be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of the Class A common stock, par value $0.0001 per share (the Class A Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 3,562,750 warrants (or 3,900,250 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below) the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants, each to purchase one share of Class A Common Stock (Working Capital Warrants) at a price of $1.50 per Working Capital Warrant;
WHEREAS, on July 16, 2021, the Company and Caltech Trading Corp. (the Forward Purchaser) entered into that certain Forward Purchase Agreement (the Forward Purchase Agreement), pursuant to which concurrently with the closing of the Companys initial Business Combination, the Company shall issue and sell to the Forward Purchaser, and the Forward Purchaser shall purchase from the Company, on a private placement basis, a minimum of 8,000,000 units and a maximum of 9,000,000 units (such units, the Forward Purchase Units), each comprised of one Class A Share (each, a Forward Purchase Share), one Right (each, a Forward Purchase Right) and one-half of one warrant (each, a Forward Purchase Warrant), on the terms and conditions set forth herein (the Forward Purchase Shares, the Forward Purchase Rights and the Forward Purchase Warrants underlying the Forward Purchase Units, as well as the Class A Shares underlying the Forward Purchase Warrants, the Forward Purchase Securities);
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.