LOAN AND SECURITY AGREEMENT AD COMPUTER CORPORATION, PAYROLL TAX FILING SERVICES, INC.Loan and Security Agreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Pennsylvania
This Loan and Security Agreement (“Agreement”) is dated this 28th day of December, 2012, by and among AD Computer Corporation, a Pennsylvania corporation (“ADC”), Payroll Tax Filing Services, Inc., a Pennsylvania corporation(“Payroll”), each other Person joined hereto as a borrower from time to time (ADC, Payroll and each other Person so joined hereto, each a “Borrower” and collectively, “Borrowers”), UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION (“Parent”), and METRO BANK, a Pennsylvania bank (“Lender”).
Amendment, Guarantee and Waiver AgreementAmendment, Guarantee and Waiver Agreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Texas
This Amendment, Guarantee and Waiver Agreement (this “Agreement”) is made by each of Universal Business Payment Solutions Acquisition Corporation, (“Parent”), Ten Lords, Ltd (“Ten Lords”) and JetPay, LLC (“JetPay”) as of December 28, 2012. Reference is made to that certain Loan Agreement, dated as of May 31, 2010 (the “Loan Agreement”) by and among Ten Lords, Providence Interactive Capital, LLC, JetPay, JetPay ISO Services, LLC, JetPay Merchant Services, LLC, JT Holdings, L.P., JT Holdings Management, LLC (together with JetPay, JetPay ISO Services, LLC, JetPay Merchant Services, LLC and JT Holdings, L.P., the “JetPay Companies”), WLES, Ltd. and Trent Voigt. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as December 28, 2012, by and among Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned party whose name appears listed under the heading “Stockholder” on the signature page hereto.
ContractAgreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Delaware
This Agreement is among Universal Business Payment Solutions Acquisition Corporation, JP Merger Sub, LLC, JetPay, LLC, WLES, L.P. and Trent Voigt regarding that certain Agreement and Plan of Merger among them dated as of July 6, 2012, as amended (the “Merger Agreement”). Capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Merger Agreement.
AGREEMENTAgreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
This Agreement is dated as of December [ ], 2012 (the “Agreement”) is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“UBPS”), and Continental Stock Transfer & Trust Company, an New York corporation (“Warrant Agent”).
TERMINATION AGREEMENTTermination Agreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
This TERMINATION AGREEMENT, dated as of December 28, 2012 (this “Agreement”), by and among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION., a Delaware corporation (“Company”), the undersigned individual whose name appears listed under the heading “Initial Stockholder” on the signature page hereto (the “Initial Stockholder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
ADVISORY AGREEMENTAdvisory Agreement • January 4th, 2013 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of December 28, 2012 by and among AD Computer Corporation, a Pennsylvania corporation (the “Company,” and together with all of the direct and indirect subsidiaries of the Company, the “Company Group”), and Universal Business Payment Solutions Acquisition Corporation, a Delaware Corporation (“Advisor”).
