JetPay Corp Sample Contracts

JetPay Corp – NCR Steps Into Payments, Announces Definitive Agreement to Acquire JetPay (October 22nd, 2018)

This acquisition will enable NCR to integrate a cloud-based payments platform into its enterprise point-of-sale (POS) solutions for retail and hospitality industries. It also accelerates NCR’s strategy of increasing recurring revenue growth and expanding margins by enhancing its mix of software and services.

JetPay Corp – AGREEMENT AND PLAN OF MERGER among JETPAY CORPORATION NCR CORPORATION and ORWELL ACQUISITION CORPORATION October 19, 2018 (October 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 19, 2018, is entered into among JetPay Corporation, a Delaware corporation (the “Company”), NCR Corporation, a Maryland corporation (“Parent”), and Orwell Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

JetPay Corp – EMPLOYMENT AGREEMENT (September 17th, 2018)

EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 14, 2018, by and between Corporation, a Delaware corporation (the “Company”), and Diane (Vogt) Faro (the “Executive”).

JetPay Corp – SUBLEASE AGREEMENT (September 5th, 2018)

THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the latest of the signature dates on this Sublease by and between Affirmative Agencies Inc., a Texas corporation, having an address of 7711 Center Ave., Suite 200, Huntington Beach, CA 92647, (“Sublessor”) and JetPay Payment Services, TX, LLC (“Sublessee”), having an address care of its parent JetPay Corporation located at 7450 Tilghman Street, Allentown, PA 18106.

JetPay Corp – Amendment No. 001 to Interim Funding Schedule – No. 001 (August 9th, 2018)

THIS AMENDMENT, dated as of June 20, 2018, amends that certain Interim Funding Schedule – No. 001 dated June 22, 2017, to that certain Master Equipment Lease Agreement dated as of June 22, 2017 (the “Master Lease”) between FIFTH THIRD BANK, as Lessor, and JETPAY PAYMENT SERVICES, FL, LLC, as Lessee. Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them in the Master Lease.

JetPay Corp – Equipment Schedule – No. 001 Dated June 20, 2018 To Master Equipment Lease Agreement Dated as of June 22, 2017 (August 9th, 2018)

All of the terms of the Master Equipment Lease Agreement dated as of June 22, 2017 (as amended, supplemented or modified from time to time, the “Master Lease”) between Lessee and Lessor are incorporated by reference herein. Lessor may include any parent, subsidiary or affiliate of Fifth Third Bank who endorses an Equipment Schedule. By endorsing herein such party hereby agrees to, and shall be bound by, the terms and conditions of the Master Lease regardless of whether it executed such Master Lease as the original Lessor. Capitalized terms used, and not otherwise defined, herein shall have the meanings ascribed thereto in the Master Lease. This Equipment Schedule as it incorporates the terms of the Master Lease and each schedule, exhibit and rider attached hereto is referred to as this “Lease”. This Equipment Schedule, and the Master Lease, as incorporated herein shall constitute a separate and enforceable lease. If any term of any schedule, exhibit or rider hereto conflicts with or is

JetPay Corp – Amended and restated promissory NOTE (June 4th, 2018)

THIS AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is effective as of June 1, 2018 (the “Effective Date”) in the principal amount of ONE MILLION SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00).

JetPay Corp – MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (June 4th, 2018)

THIS MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Agreement") is effective as of the 1st day of June, 2018, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company ("Borrower"), JETPAY CORPORATION, a Delaware corporation ("Guarantor"), and FIFTH THIRD BANK, an Ohio banking corporation ("Lender").

JetPay Corp – AMENDED AND RESTATED REVOLVING PROMISSORY NOTE (June 4th, 2018)

THIS AMENDED AND RESTATED REVOLVING PROMISSORY NOTE (this “Note”) is effective as of June 1, 2018 (the “Effective Date”) in the principal amount of One Million and No/100 Dollars ($1,000,000.00).

JetPay Corp – THIRD MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (June 4th, 2018)

THIS THIRD MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Agreement") is effective as of the 1st day of June, 2018, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability ("Borrower"), JETPAY CORPORATION, a Delaware corporation ("Guarantor"), and FIFTH THIRD BANK, an Ohio banking corporation ("Lender").

JetPay Corp – TRANSITION AGREEMENT (March 28th, 2018)

This Transition Agreement (this “Agreement”) is entered into this 28th day of March, 2018 by and between JetPay Corporation (the “Company”) and Michael Collester (the “Executive”).

JetPay Corp – EMPLOYMENT AGREEMENT (November 21st, 2017)

EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 15, 2017 (the “Effective Date”), by and between JetPay Corporation, a Delaware corporation (the “Company”), and Gregory Krzemien (the “Executive”).

JetPay Corp – LEASE BY AND BETWEEN BROOKWOOD PHILADELPHIA I, LLC, a Delaware limited liability company, and BROOKWOOD PHILADELPHIA II, LLC, a Delaware limited liability company, as tenants in common (“Landlord”) and JETPAY HR & PAYROLL SERVICES, INC., (“Tenant”) (November 9th, 2017)
JetPay Corp – GUARANTY AGREEMENT (June 28th, 2017)

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 22, 2017, (the “Effective Date”) by JETPAY CORPORATION, a Delaware corporation (“Guarantor”) for the benefit of FIFTH THIRD BANK, an Ohio banking corporation, its successors and assigns (“Lender”).

JetPay Corp – promissory NOTE (June 28th, 2017)

THIS PROMISSORY NOTE (this “Note”) is made as of June 22, 2017 (the “Effective Date”) in the principal amount of ONE MILLION SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00).

JetPay Corp – Master Equipment Lease Agreement (June 28th, 2017)

This Master Equipment Lease Agreement (this “Master Lease”) dated as of June 22, 2017 is made by and between FIFTH THIRD BANK, an Ohio banking corporation (“Lessor”), and JETPAY PAYMENT SERVICES, FL, LLC, a limited liability company organized under the laws of the State of Delaware and having a principal place of business at 3939 West Valley Drive, Center Valley, PA 18034 (“Lessee”).

JetPay Corp – SECOND MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (June 28th, 2017)

THIS SECOND MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") is made as of the 22nd day of June, 2017, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company f/k/a CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company ("Borrower"), JETPAY CORPORATION, a Delaware corporation ("Guarantor"), and FIFTH THIRD BANK, an Ohio banking corporation ("Lender").

JetPay Corp – SECURITY AGREEMENT (June 28th, 2017)

THIS SECURITY AGREEMENT (this “Agreement”) is made as of June 22, 2017 (the “Effective Date”) by and between FIFTH THIRD BANK, an Ohio banking corporation located at 201 East Kennedy Blvd., Suite 1800, Tampa, Hillsborough County, Florida 33602 (the “Secured Party”) and JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company (the “Debtor”). The Debtor’s principal address is 3939 West Drive, Center Valley, Pennsylvania 18034. Debtor and Secured Party hereby agree as follows:

JetPay Corp – CREDIT AGREEMENT (June 28th, 2017)

THIS CREDIT AGREEMENT (this “Agreement”) is executed as of June 22, 2017 (the “Effective Date”), by and between FIFTH THIRD BANK, an Ohio banking corporation (“Lender”), and JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company (“Borrower”).

JetPay Corp – AMENDED AND RESTATED REVOLVING PROMISSORY NOTE (June 28th, 2017)

THIS AMENDED AND RESTATED REVOLVING PROMISSORY NOTE (this “Note”) is made as of June 22, 2017 (the “Effective Date”) in the principal amount of One Million and No/100 Dollars ($1,000,000.00).

JetPay Corp – MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (May 12th, 2017)

THIS MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") is made as of the 23rd day of March, 2017, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company f/k/a CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company ("Borrower"), JETPAY CORPORATION, a Delaware corporation ("Guarantor"), and FIFTH THIRD BANK, an Ohio banking corporation ("Lender").

JetPay Corp – Warrant to Purchase Common Stock (February 21st, 2017)

This Warrant to Purchase Common Stock (the “Warrant”) certifies that, for good and valuable consideration, WLES, L.P., a Texas limited partnership (along with its permitted assignees, the “Holder”), is entitled to, and JetPay Corporation, a Delaware corporation (the “Company”), hereby grants the Holder the right to, purchase, as of the date hereof, up to 266,667 fully paid and nonassessable shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (as adjusted pursuant to Section 3 hereof) (the “Warrant Shares”), subject to the provisions and upon the terms and conditions hereinafter set forth. The right of the Holder to purchase the Common Stock shall be at a price per share equal to $2.27 (as adjusted pursuant to Section 3 hereof) (the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.

JetPay Corp – JetPay Executes Agreement with the Office of the Illinois State Treasurer to become the Payment Processor for E-Pay (February 6th, 2017)

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. JetPay’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside JetPay’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, those described under the heading “Risk Factors” in

JetPay Corp – E-PAY MASTER AGREEMENT (February 6th, 2017)

This E-Pay Master Agreement (“Agreement”) is made and entered into as of the 31st day of January 2017 (“Effective Date”), by and between the Office of the Illinois State Treasurer ("Treasurer") and JetPay Payment Services, FL, LLC (“Contractor").

JetPay Corp – JetPay Corporation Announces Satisfaction of Obligations under Settlement and Release Agreement with Merrick Bank. (January 17th, 2017)

Center Valley, PA- January 17, 2017 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: JTPY), a leading provider of debit and credit card processing services, payroll and human capital management, and prepaid card services, announced today that it has satisfied its obligations under that certain settlement and release agreement with Merrick Bank, dated July 26, 2016 (the “Merrick Settlement and Release Agreement”), regarding certain civil actions involving the Company in the Federal District Court for the District of Utah (such actions, the “Direct Air Matter”).

JetPay Corp – LOAN AND SECURITY AGREEMENT PAYROLL TAX FILING SERVICES, INC. (October 24th, 2016)
JetPay Corp – TERM LOAN NOTE (October 24th, 2016)

FOR VALUE RECEIVED and intending to be legally bound, the undersigned, A. D. COMPUTER CORPORATION, a Pennsylvania corporation, and PAYROLL TAX FILING SERVICES, INC., a Pennsylvania corporation (individually and collectively, jointly and severally, the “Borrower”), promises to pay, in lawful money of the United States of America, to the order of LHLJ, INC. (“Lender”), at the address set forth in Section 9.8 of the Loan Agreement, the original principal sum of Nine Million Five Hundred Thousand and 00/100 Dollars ($9,500,000) under the Term Loan established pursuant to the provisions of that certain Loan and Security Agreement, of even date herewith, by and among Borrower, Guarantors and Lender (as it may be supplemented, restated, superseded, amended or replaced from time to time, the “Loan Agreement”). All capitalized terms used herein without further definition shall have the respective meanings ascribed thereto in the Loan Agreement.

JetPay Corp – INDEMNIFICATION AGREEMENT (October 24th, 2016)

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of October 18, 2016, between JetPay Corporation, a Delaware corporation (the "Company"), and Laurence L. Stone ("Indemnitee"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 23 hereof.

JetPay Corp – JETPAY CORPORATION AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT October 18, 2016 (October 24th, 2016)

THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of October 18, 2016 (the “Restatement Date”), by and among JetPay Corporation, a Delaware corporation (the “Company”), Flexpoint Fund II, L.P., a Delaware limited partnership (“Purchaser”) and Sundara Investment Partners, LLC, a Delaware limited liability company (“LS Purchaser”). Except as otherwise indicated herein, all capitalized terms used are defined in Section 1.

JetPay Corp – September 30, 2016 2929 Arch Street, 13th Floor Philadelphia, PA 19104 Dear Jon, (October 4th, 2016)

Reference is hereby made to that certain Promissory Note of JetPay Corporation (the “Company”) payable to the order of Jonathan Lubert (“Lubert”) (the “Note”), dated January 15, 2016, and amended April 8, 2016 and July 25, 2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The Company and Lubert now desire to amend the Note in accordance with the provisions of Section 6 of the Note.

JetPay Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 29th, 2016)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 23, 2016 (the “Effective Date”), is made by and between JetPay Corporation (the “Employer”) and Michael Collester (“Executive”).

JetPay Corp – UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (August 11th, 2016)

As previously reported, JetPay Corporation (“JetPay” or the “Company”) has entered into that certain Agreement and Plan of Merger, dated as of February 22, 2016 (the “Merger Agreement”), by and among JetPay, CSI Acquisition Sub One, LLC, a Delaware limited liability company and wholly-owned subsidiary of JetPay (“Merger Sub One”), CSI Acquisition Sub Two, LLC, a Delaware limited liability company and wholly-owned subsidiary of Merger Sub One (“Merger Sub Two”), CollectorSolutions, Inc., a Florida corporation (“CSI”), and Gene M. Valentino, as representative of the shareholders of CSI. Pursuant to the Merger Agreement, JetPay acquired CSI in exchange for the issuance of shares of JetPay’s common stock and warrants to purchase shares of JetPay’s common stock. Pursuant to the Merger Agreement, CSI was first merged (the “First Step Merger”) with and into Merger Sub Two, with CSI surviving the merger as the wholly-owned subsidiary of Merger Sub One (the “Interim Surviving Entity”). Thereaft

JetPay Corp – PROMISSORY NOTE (July 29th, 2016)

This Note is issued to evidence in part the obligations of the Maker to the Holder pursuant to that certain Settlement Agreement dated the date hereof (the “Settlement Agreement”) by and among the Maker, the Holder, JetPay Merchant Services, LLC, JetPay ISO Services, LLC, JetPay, LLC, and WLES, L.P., (“WLES”). Pursuant to the Settlement Agreement, certain shares of the common stock and cash of the Maker (the “Escrow Fund”) that had previously been or will be placed into escrow to secure certain pre-existing obligations of Maker’s affiliates to Holder, were pledged by WLES to the Holder to secure the Maker’s obligations to Holder thereunder including, without limitation, the obligations of Maker under this Note.

JetPay Corp – PROMISSORY NOTE (July 29th, 2016)

This Note is issued to evidence in part the obligations of the Maker to the Holder pursuant to that certain Settlement Agreement dated the date hereof (the “Settlement Agreement”) by and among the Maker, the Holder JetPay Merchant Services, LLC, JetPay ISO Services, LLC, JetPay, LLC, and WLES, L.P., (“WLES”). Pursuant to the Settlement Agreement, certain shares of the common stock and cash of the Maker (the “Escrow Fund”) that had previously been or will be placed in escrow to secure certain pre-existing obligations of Maker’s affiliates to Holder, were pledged by WLES to the Holder to secure the Maker’s obligations to the Holder thereunder including, without limitation, the obligations of the Maker under this Note.

JetPay Corp – SETTLEMENT AGREEMENT AND RELEASE (July 29th, 2016)

This Settlement Agreement and Release (this “Agreement”) is entered into as of the 26th day of July, 2016, among Trent Voigt, an individual (“Voigt”), WLES, L.P., a Texas limited partnership (“WLES”), JetPay Corporation, a Delaware corporation f/k/a Universal Business Payment Solutions Acquisition Corporation (“JetPay”), and JetPay, LLC, a Texas limited liability company (“JPLLC”), JetPay Merchant Services, LLC a Texas limited liability company and JetPay ISO Services, LLC a Texas limited liability company.