Bipin C. Shah
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JetPay Corporation
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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.
Berwyn, PA--May 6, 2016 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: "JTPY"), a leading provider of debit and credit card processing for merchants, payroll and human capital management, and prepaid card services, announced today that Diane (Vogt) Faro, a current member of the Company's Board of Directors ("Board"), has been elected by the Board as Chief Executive Officer, effective May 5, 2016. Bipin C. Shah, the Chairman and Chief Executive Officer, has stepped down as Chief Executive Officer effective May 5, 2016, but will continue in his role as the Company's Chairman and a member of the Board.
Reference is hereby made to that certain Promissory Note of JetPay Corporation (the "Company") payable to the order of Bipin C. Shah (the "Note"), dated January 15, 2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The Company and Mr. Shah now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
Reference is hereby made to that certain Promissory Note of JetPay Corporation (the "Company") payable to the order of Bipin C. Shah (the "Note"), dated January 15, 2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The Company and Mr. Shah now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Interpretation 16 ARTICLE II THE MERGER 17 Section 2.1. The Merger 17 Section 2.2. Certificates of Merger 17 Section 2.3. Organizational Documents 18 Section 2.4. Officers 18 Section 2.5. Board of Managers 19 Section 2.6. Effect of Merger on Capital Stock 19 Section 2.7. Merger Consideration; Closing Statements; Final Closing Statement 20 Section 2.8. Exchange of Letters of Transmittal and Certificates; Dissenting Shares. 23 Section 2.9. Earn-Out Merger Consideration 25 Section
THIS NOTE WAS ORIGINALLY ISSUED ON JANUARY 15, 2016, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW.
Pursuant to the authority reserved to it under Article XIII of the Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive Plan (the "Plan"), the Board of Directors of JetPay Corporation (the "Board") hereby amends the Plan as set forth herein. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Plan.
FOR VALUE RECEIVED, JetPay Corporation, a Delaware corporation ("Maker"), promises to pay to C. Nicholas Antich and Carol A. Antich ("Payees"), the principal sum of Three Hundred Fifty Thousand Dollars ($350,000) in lawful money of the United States of America, on the terms and conditions described below.
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of May 1, 2014, among JetPay Corporation (f/k/a Universal Business Payment Solutions Acquisition Corporation), a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, a "Purchaser" and collectively, the "Purchasers"). Except as otherwise indicated herein, all capitalized terms used are defined in Section 1.
Berwyn, PA - April 17, 2014 - JetPay(r) Corporation ("JetPay" or the "Company") (NASDAQ: "JTPY") reports that as of April 15, 2014 it has fully satisfied the arbitration award granted to EarlyBirdCapital Inc. ("EBC"). As previously disclosed, the International Centre for Dispute Resolution (the "ICDR"), pursuant to an arbitration claim filed against the Company by EBC, rendered its decision on March 3, 2014 and ordered the Company to pay damages of $2,070,000 plus interest, attorney's fees and expenses of approximately $740,000 within 30 days of the decision.
THIS SECURITIES PURCHASE AGREEMENT, dated as of March 28, 2014 ("Agreement"), by and among JetPay Corporation, a Delaware corporation (the "Company"), and each of the investors listed on the signature pages hereto, (each, an "Investor").
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of August 22, 2013, among JetPay Corporation (f/k/a Universal Business Payment Solutions Acquisition Corporation), a Delaware corporation (the "Company"), and Flexpoint Fund II, L.P., a Delaware limited partnership ("Purchaser"). Except as otherwise indicated herein, all capitalized terms used are defined in Section 1.
FOR VALUE RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Maker"), promises to pay to the order of UBPS Services, LLC, a Delaware limited liability company ("Payee"), the principal sum of Sixty Thousand Dollars and no Cents ($60,000.00) in lawful money of the United States of America, on the terms and conditions described below.
FOR VALUE RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Maker"), promises to pay to Trent Voigt ("Payee"), the principal sum of Four Hundred Ninety One Thousand, Six Hundred and Ninety Three Dollars and Twenty-Three Cents ($491,693.23) in lawful money of the United States of America, on the terms and conditions described below.
FOR VALUE RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Maker"), promises to pay to the order of UBPS Services, LLC, a Delaware limited liability company ("Payee"), the principal sum of Thirty Five Thousand Dollars and No Cents ($35,000.00) in lawful money of the United States of America, on the terms and conditions described below.
FOR VALUE RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Maker"), promises to pay to the order of UBPS Services, LLC, a Delaware limited liability company ("Payee"), the principal sum of Fourteen Thousand Five Hundred Dollars and No Cents ($14,500.00) in lawful money of the United States of America, on the terms and conditions described below.
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").
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").
This Secured Convertible Note Agreement (the "Agreement"), is made as of December 28, 2012, by and among Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the "Company"), and each of the parties listed on the Schedule of Purchasers attached hereto as Exhibit A (each a "Purchaser" and collectively, the "Purchasers").
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.
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.
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").
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Parent"), and AD Computer Corporation, a Pennsylvania corporation ("ADC") and Payroll Tax Filing Services, Inc., a Pennsylvania corporation ("PTFS" and collectively with ADC, "Sellers"), effective as of December __, 2012.
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.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
This Secured Convertible Note Agreement (the "Agreement"), is made as of December ___, 2012, by and among Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the "Company"), and each of the parties listed on the Schedule of Purchasers attached hereto as Exhibit A (each a "Purchaser" and collectively, the "Purchasers").
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.
This OPTION ISSUANCE AGREEMENT (this "Agreement"), dated December 17, 2012, is by and among Wolf Creek Partners, L.P (the "Stockholder") , the undersigned individual persons (each a "Grantor" and collectively the "Grantors") and, solely for the purposes of Sections 2, 3, 6, 14 and 15 hereof, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the "Company").
This OPTION ISSUANCE AGREEMENT (this "Agreement"), dated December 17, 2012, is by and among Wolf Creek Investors (Bermuda) L.P. (the "Stockholder"), the undersigned individual persons (each a "Grantor" and collectively the "Grantors") and, solely for the purposes of Sections 2, 3, 6, 14 and 15 hereof, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the "Company").
This Third Amendment to Agreement and Plan of Merger (this "Amendment") is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Parent"), and JetPay, LLC, a Texas limited liability company ("Seller"), effective as of December 4, 2012.
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Parent"), and JetPay, LLC, a Texas limited liability company ("Seller"), effective as of November 19, 2012.
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("Parent"), and Francis David Corporation, an Ohio corporation ("Seller"), effective as of August 9, 2012.