GUARANTEEGuarantee • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
GUARANTEE, dated as of November 30, 2015 (this “Guarantee”), made by Calpian, Inc., a Texas corporation, (the “Guarantor” or the “Company”), in favor of each of the lenders signatory hereto (the “Lenders”) and party to that certain Note and Warrant Subscription Agreement, dated as of the date hereof, between the Company and the Lenders.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Agreement”) is made as of November 30, 2015, and effective as of 11:59 p.m., New York time, on November 30, 2015, by and between Calpian, Inc., a Texas corporation, and Calpian Commerce, Inc., a Texas corporation (collectively, the “Assignor”), and eVance Processing Inc., a Delaware Corporation (“Assignee”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings as set forth in that certain Asset Purchase Agreement dated November 30, 2015, and effective as of 11:59 p.m., New York time, on November 30, 2015 (the “Asset Purchase Agreement”), by and among Assignor and Assignee.
CALPIAN, INC. NOTE AND WARRANT SUBSCRIPTION AGREEMENTNote and Warrant Subscription Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
This NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) made as of the 30th day of November, 2015 by and between the undersigned subscriber (the “Subscriber”) and CALPIAN, INC., a Texas corporation (the “Corporation”), having its principal office at 500 N. Akard Street, Suite 2850, Dallas, Texas 75201.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated November 30, 2015, but effective as of 11:59 p.m., New York time, on November 30, 2015 (the “Effective Time”), among eVance Processing Inc., a Delaware corporation and wholly owned subsidiary of Excel Corporation (“Buyer”), Calpian, Inc., a Texas corporation (“Parent”), Calpian Residual Acquisition, LLC, a Nevada limited liability company (“CRA”), and Calpian Commerce, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“CCI”). Parent, CRA and CCI are collectively referred to as the “Sellers.” Sellers and Buyer are collectively referred to as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of November 30, 2015, by and among Calpian, Inc., a Texas corporation (the “Company”), and the lender identified on the signature page hereof (the “Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
BILL OF SALEBill of Sale • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
This Bill of Sale, effective as of the Effective Time, is executed and delivered by Calpian, Inc., a Texas corporation (“Parent”), Calpian Residual Acquisition, LLC, a Nevada limited liability company (“CRA”), and Calpian Commerce, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“CCI,” and together with Parent, CRA and CCI, the “Sellers” and each a “Seller”), to eVance Processing Inc., a Delaware corporation (“Buyer”).
Assignment and Assumption AgreementAssignment and Assumption Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
This Assignment and Assumption Agreement (this “Agreement”) dated November 30, 2015, but effective as of November 16, 2015, is by and among Calpian, Inc., a Texas corporation (“Parent”), Calpian Residual Acquisition, LLC, a Nevada limited liability company (“CRA”) and Calpian Commerce, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“CCI,” and together with Parent, CRA and CCI, the “Sellers” and each a “Seller”), and eVance Processing Inc., a Delaware corporation (“Buyer”).
