REVOLVING CREDIT AGREEMENT dated as of February 26, 2008 among JTH TAX, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., as Arranger and Book ManagerRevolving Credit Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2008, by and among JTH TAX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 20th day of January, 2011 by and between JTH Holding, Inc., a Delaware corporation (the “Holding Company”), JTH Tax Inc, a Delaware corporation (“JTH Tax”) and Subsidiary of the Holding Company and James J. Wheaton (“Executive”). JTH Holding Inc. together with its Subsidiaries (including JTH Tax) shall be referred to in this Agreement as the Company.
SECURITY AGREEMENTSecurity Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 26, 2008, among JTH TAX, INC., a Delaware corporation (the “Borrower”), WEFILE INC., a Virginia corporation (“WeFile”), LTS SOFTWARE INC., a Virginia corporation (“LTS Software”), LTS PROPERTIES, LLC, a Virginia limited liability company (“LTS Properties”) and each other Subsidiary of the Borrower hereafter becoming a party hereto (Borrower, WeFile, LTS Software, LTS Properties and each other Subsidiary of the Borrower hereafter becoming a party hereto shall be collectively known as the “Grantors”, and individually as a “Grantor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as the Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, the Lenders, the Administrative Agent, and SunTrust Bank, as Issuing Bank and
MARKETING AND SERVICING AGREEMENTMarketing and Servicing Agreement • September 2nd, 2011 • JTH Holding, Inc.
This MARKETING AND SERVICING AGREEMENT is effective the 30 day of November 2009, and is between JTH Tax, Inc. d/b/a Liberty Tax Service, a Delaware corporation, with a principal place of business at 1716 Corporate Landing Parkway, Virginia Beach, VA 23454 (“Licensee”) and REPUBLIC BANK & TRUST COMPANY, with a principal place of business at 601 West Market Street, Louisville, KY, 40202 (“Republic”).
AMENDMENT TO MARKETING AND SERVICING AGREEMENTMarketing and Servicing Agreement • September 2nd, 2011 • JTH Holding, Inc.
This is an AMENDMENT dated as of December 27, 2009 (the “Amendment”), to the MARKETING AND SERVICING AGREEMENT, entered into and effective November 30, 2009 (the “Agreement”), and is between JTH Tax, Inc. d/b/a Liberty Tax Service, a Delaware corporation, with a principal place of business at 1716 Corporate Landing Parkway, Virginia Beach, VA 23454 (“Licensee”) and REPUBLIC BANK & TRUST COMPANY, with a principal place of business at 601 West Market Street, Louisville, KY, 40202 (“Republic”).
SUPPLEMENT TO SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • September 2nd, 2011 • JTH Holding, Inc.
SUPPLEMENT NO. 1 dated as of September 30, 2010 to the Subsidiary Guaranty Agreement (the “Guaranty Agreement”) dated as of February 26, 2008, among each of the Subsidiaries listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of JTH Tax, Inc., a Delaware corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
INCENTIVE STOCK OPTION AGREEMENT via JTH HOLDING INC. STOCK OPTION PLANIncentive Stock Option Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
Whereas, as of June 3, 2011 (“Date of Grant”), pursuant to the terms and conditions of the JTH Holding Inc. Stock Option Plan (“Plan”), the Board of Directors of the Corporation authorized the grant to the Employee of an option (“Option”) to purchase a certain number of shares of the authorized but unissued Class A Common stock of the Corporation upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan; and
WAIVER AND CONSENT AND THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS WAIVER AND CONSENT AND THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of September 30, 2010 (this “Waiver and Amendment”), is made by and among JTH TAX, INC., a Delaware corporation (the “Borrower”), SUNTRUST BANK, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement defined below) and as issuing bank (the “Issuing Bank”) and swingline lender (the “Swingline Lender”), LTS PROPERTIES, LLC, a Virginia limited liability company (“Properties”), LTS SOFTWARE INC., a Virginia corporation (“Software”), and WEFILE INC., a Virginia corporation (“Wefile,” and together with Properties and Software, collectively, the “Subsidiary Loan Parties,” and together with the Borrower, collectively, the “Loan Parties,” and individually, a “Loan Party”).
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2008, is made by and among JTH TAX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and as issuing bank (the “Issuing Bank”), and LTS PROPERTIES, LLC, a Virginia limited liability company (“Properties”), LTS SOFTWARE INC., a Virginia corporation (“Software”), and WEFILE INC., a Virginia corporation (“Wefile,” and together with Properties and Software, collectively, the “Subsidiary Loan Parties,” and together with the Borrower, collectively, the “Loan Parties,” and individually, a “Loan Party”).
CompleteTax® Program License AgreementCompletetax® Program License Agreement • September 2nd, 2011 • JTH Holding, Inc. • Illinois
This CompleteTax® Program License Agreement (“Agreement”) is entered into by and between the individual or legal entity identified in the order form or renewal document which expressly incorporates this Agreement by reference (the “Licensee”) and CCH INCORPORATED (“CCH”) with offices at 2700 Lake Cook Road, Riverwoods, IL 60015-3867.
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
knowledge, no product or service manufactured, marketed or sold by Company infringes any intellectual property rights or assumed name of another. To the best of Company’s knowledge, all inventions, discoveries and developments of employees, consultants and agents of Company which are used in Company’s business are owned by Company. To the best of Company’s knowledge, Company has secured and maintained full protection and exclusive ownership for all of its proprietary rights the absence of which would have a material adverse effect on the business, properties, assets, prospects or conditions (financial or otherwise) of Company, both within the United States and in foreign countries where its products and services are offered. Company has not granted or transferred any rights in its intellectual property rights to any third party, and is not aware of any infringement, misappropriation or misuse of its intellectual property rights by any third party. To the best of Company’s knowledge, al
SUPPORT AGREEMENTSupport Agreement • September 2nd, 2011 • JTH Holding, Inc. • Delaware
WHEREAS pursuant to a Share Exchange Agreement dated October 16, 2001 among JTH, Newco, Liberty Tax Service Ltd. (“Liberty”) and Datatax Business Services Limited (“Datatax”) all of the 100 issued and outstanding common shares of Liberty held by Datatax were transferred to Newco in consideration for an aggregate of 100,000 Exchangeable Shares of Newco (the “Exchangeable Shares”);
AMENDED AND RESTATED DISTRIBUTOR AGREEMENTFranchisee Card Program Agreement • September 2nd, 2011 • JTH Holding, Inc. • Texas
THIS AMENDED AND RESTATED DISTRIBUTOR AGREEMENT (this “Agreement”) is entered into as of December 1, 2009 (the “Effective Date”) by and between NetSpend Corporation, a Delaware corporation (“NetSpend”), and JTH Tax, Inc., a Delaware corporation, d/b/a “Liberty Tax Service” (“Liberty Tax”), Liberty Tax and NetSpend are collectively referred to in this Agreement as the “Parties.”
AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of April 17, 2008, is made by and among JTH TAX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and as issuing bank (the “Issuing Bank”), and LTS PROPERTIES, LLC, a Virginia limited liability company (“Properties”), LTS SOFTWARE INC., a Virginia corporation (“Software”), and WEFILE INC., a Virginia corporation (“Wefile,” and together with Properties and Software, collectively, the “Subsidiary Loan Parties,” and together with the Borrower, collectively, the “Loan Parties,” and individually, a “Loan Party”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 2nd, 2011 • JTH Holding, Inc. • Ontario
prescribed by the said Act, and the Corporation further agrees that the amount specified in such election as the “agreed amount” in respect of the disposition by the Shareholder of the Old Shares to the Corporation shall be an amount to be determined in the sole discretion of the Shareholder (provided that the same is within the parameters established by said section 85(1)).
INVESTOR RIGHTS AGREEMENT between JTH TAX, INC. ENVEST VENTURES I, LLC and CERTAIN STOCKHOLDERS OF JTH TAX, INC. JULY 30, 2001Investor Rights Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of July 30, 2001, by and between JTH TAX, INC., a Delaware corporation (the “Company”), ENVEST VENTURES I, LLC (the “Investor”), and, for the purpose of Section 3 of this Agreement, JOHN T. HEWITT (“Hewitt”), and for the purposes of Sections 2 and 4 of this Agreement, EDISON VENTURE FUND I, LLC, a Virginia limited liability company (“Edison”) and SCOTT LAKE HOLDING LTD. (“Scott Lake”).
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of December 3, 2010 (this “Amendment”), is made by and among JTH TAX, INC., a Delaware corporation (the “Borrower”), SUNTRUST BANK, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement defined below) and as issuing bank (the “Issuing Bank”) and swingline lender (the “Swingline Lender”), LTS PROPERTIES, LLC, a Virginia limited liability company (“Properties”), LTS SOFTWARE INC., a Virginia corporation (“Software”), and WEFILE INC., a Virginia corporation (“Wefile,” and together with Properties and Software, collectively, the “Subsidiary Loan Parties”), and JTH HOLDING, INC., a Delaware corporation (the “New Parent,” and together with the Borrower and the Subsidiary Loan Parties, collectively, the “Loan Parties,” and individually, a “Loan Party”).
