12,000,000 Units UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2011, by and among Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties whose names appear listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ContractWarrant Subscription Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENT, dated as of May 13, 2011 (this “Agreement”), by and between Fred R. Adams, (the “Purchaser”), and Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2016 • JetPay Corp • Blank checks • Delaware
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.
ContractWarrant Agreement • April 18th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT, dated as of , 2011, (the “Agreement”), by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation, with offices located at Radnor Financial Center, 150 North Radnor-Chester Road, Suite F-200, Radnor, Pennsylvania 19087 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
LOAN AND SECURITY AGREEMENT PAYROLL TAX FILING SERVICES, INC.Loan and Security Agreement • October 24th, 2016 • JetPay Corp • Blank checks • Pennsylvania
May 13, 2011 Universal Business Payment Solutions Acquisition Corporation Radnor Financial Center Radnor, Pennsylvania 19087 EarlyBirdCapital, Inc. New York, New York 10016 Re: Initial Public Offering Gentlemen:Letter Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or to be entered into by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering are being registered pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are define
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2016 • JetPay Corp • Blank checks • Pennsylvania
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
AGREEMENT AND PLAN OF MERGER by and among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION, ADC MERGER SUB, INC., AD COMPUTER CORPORATION PAYROLL TAX FILING SERVICES, INC. THE STOCKHOLDERS OF SELLER ENTITIES and STOCKHOLDERS'...Agreement and Plan of Merger • August 10th, 2012 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this "Agreement") is dated as of July 6, 2012, among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION, a Delaware corporation ("Parent"), ADC MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), AD COMPUTER CORPORATION, a Pennsylvania Corporation ("ADC"), PAYROLL TAX FILING SERVICES, INC., a Pennsylvania corporation ("PTFS" and together with ADC, hereinafter collectively called "Sellers" or the "Seller Entities"), and CAROL AND C. NICHOLAS ANTICH AS JOINT TENANTS, C. NICHOLAS ANTICH, CAROL ANTICH, ERIC ANTICH, LYNN MCCAUSLAND, the B N MCCAUSLAND TRUST and JOEL E. SERFASS (collectively, the "Stockholders" and together with Sellers, the "Seller Agreement Parties"), and C. NICHOLAS ANTICH, as representative of the Stockholders (the "Representative").
ContractWarrant Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT, dated as of May 13, 2011, (the “Agreement”), by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation, with offices located at Radnor Financial Center, 150 North Radnor-Chester Road, Suite F-200, Radnor, Pennsylvania 19087 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
STOCK PURCHASE AGREEMENT, dated as of March 29, 2011 (this “Agreement”), by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware Corporation (the “Company”), Peter Davidson (the “Seller”) and Bipin C. Shah (the “Purchaser”).
SECURITIES PURCHASE AGREEMENT by and among Jetpay Corporation and THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of ________________, 2015Securities Purchase Agreement • December 29th, 2015 • JetPay Corp • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT, dated as of ___________, 2015 (“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”).
CREDIT AGREEMENTCredit Agreement • June 28th, 2017 • JetPay Corp • Blank checks • New York
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”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 2nd, 2018 • JetPay Corp • Blank checks • Delaware
This Confidentiality Agreement (this “Agreement”) is made as of August 4, 2018, by and between JETPAY CORPORATION, a Delaware corporation (the “Company”), and NCR Corporation, a Maryland corporation (the “Recipient”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2018 • JetPay Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 14, 2018, by and between Corporation, a Delaware corporation (the “Company”), and Diane (Vogt) Faro (the “Executive”).
OPTION ISSUANCE AGREEMENTEscrow Agreement • December 17th, 2012 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
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”).
Master Equipment Lease AgreementMaster Equipment Lease Agreement • June 28th, 2017 • JetPay Corp • Blank checks • Ohio
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”).
AGREEMENT AND PLAN OF MERGER among JETPAY CORPORATION NCR CORPORATION and ORWELL ACQUISITION CORPORATION October 19, 2018Tender and Support Agreement • October 22nd, 2018 • JetPay Corp • Blank checks • Delaware
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”).
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.
Continuing Guaranty AgreementContinuing Guaranty Agreement • June 6th, 2016 • JetPay Corp • Blank checks • Florida
THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) made as of June 2, 2016 by and between JETPAY CORPORATION, a Delaware corporation (“Guarantor”) and FIFTH THIRD BANK, an Ohio banking corporation (“Lender”).
Form of Rule 10b5-1 Stock Purchase PlanStock Purchase Plan • March 29th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ______, 2011 by and between [ ], a [ ] corporation (“Broker”) and Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 29th, 2016 • JetPay Corp • Blank checks • Texas
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.
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”)Lease • November 9th, 2017 • JetPay Corp • Blank checks
Unaudited Pro Forma Combined Financial Statements of JetPay Corporation.Unit Purchase Agreement • January 20th, 2015 • JetPay Corp • Blank checks
On November 7, 2014, JetPay Corporation (“JetPay” or the “Company”) entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with ACI Merchant Systems, LLC (“ACI” or “Borrower”) and Michael Collester and Cathy Smith, pursuant to which the Company acquired all of the outstanding equity interests of ACI from Michael Collester and Cathy Smith. ACI is an independent sales organization specializing in relationships with banks, credit unions, and other financial institutions, as well as industry association relationships.
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 5th, 2012 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Delaware
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.
May 13, 2011Letter Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or to be entered into by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering are being registered pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are define
MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTSModification of Credit Agreement and Other Loan Documents • May 12th, 2017 • JetPay Corp • Blank checks • Florida
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").
STOCK PURCHASE PLANStock Purchase Plan • August 11th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on August 8, 2011 by and between Ladenburg Thalmann & Co. Inc. (“Broker”) and Universal Business Payment Solutions Acquisition Corporation (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of shares of common stock issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
ADVISORY AGREEMENTAdvisory Agreement • November 12th, 2014 • JetPay Corp • Blank checks • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of November 7, 2014, by and among ACI Merchant Systems, LLC, a Pennsylvania limited liability company (the “Company”) and JetPay Corporation, a Delaware corporation (“Advisor”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Universal Business Payment Solutions Acquisition Corp • March 9th, 2011 • Blank checks • New York
This is to confirm our agreement whereby Universal Business Payment Solutions Acquisition Corporation (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company’s consummation of a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”):
VIA FACSIMILE & OVERNIGHT DELIVERY Ithan Creek Master Investors (Cayman) L.P. 280 Congress Street Boston, MA 02210 Facsimile No.: (617) 289-5699 Attention: Legal Department Gentlemen and Ladies:Securities Purchase Agreement • March 24th, 2017 • JetPay Corp • Blank checks
Reference is hereby made to that certain Securities Purchase Agreement dated as of May 1, 2014 (the "Purchase Agreement"), by and among JetPay Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages thereto (each a “Purchaser”) and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 2012 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Delaware
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 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 August 9, 2012.
JETPAY CORPORATION AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT October 18, 2016Securities Purchase Agreement • October 24th, 2016 • JetPay Corp • Blank checks • Delaware
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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of May 13, 2011 (“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 (each an “Initial Stockholder” and collectively as scheduled on Exhibit A, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
