5,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2016 • M I Acquisitions, Inc. • Blank checks • New York
The undersigned, M I Acquisitions, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2016 • M I Acquisitions, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of September, 2016, by and among M I Acquisitions, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 26th, 2016 • M I Acquisitions, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2016, by and between M I Acquisitions, Inc., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • September 16th, 2016 • M I Acquisitions, Inc. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of September 13, 2016, by and between M I Acquisitions, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 16th, 2016 • M I Acquisitions, Inc. • Blank checks • New York
This Agreement is made as of September 13, 2016 by and between M I Acquisitions, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 2nd, 2016 • M I Acquisitions, Inc. • Blank checks • New York
This Agreement is made as of [________], 2016 by and between M I Acquisitions, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 2nd, 2016 • M I Acquisitions, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [________], 2016 (“Agreement”), by and among M I ACQUISITIONS, INC., a Delaware corporation (“Company”), M SPAC LLC, a Delaware Company (“M SPAC”), M SPAC Holdings I LLC, a Delaware Company (“M SPAC I”) and M SPAC Holdings II LLC, a Delaware Company (“M SPAC II”), (M SPAC, M SPAC I and M SPAC II, each an “Initial Shareholder”, collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
c/o Magna Management LLC 5 Hanover Square New York, NY 10004M I Acquisitions, Inc. • September 12th, 2016 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M I Acquisitions, Inc., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC, as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and one warrant, each warrant entitling its holder to purchase one share of Common Stock at a price of $11.50 per share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
FOURTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 5th, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
FOURTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, dated as of October 2, 2023 (this “Fourth Amendment”), among PRIORITY HOLDINGS, LLC, a Delaware limited liability company (the “Initial Borrower” or the “Borrower Representative”), the other Credit Parties party hereto, the 2023-1 Incremental Term Lender (as defined below), and TRUIST BANK, as Administrative Agent and Collateral Agent under the Credit Agreement (as defined below) (in such capacity, the “Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.
EXECUTIVE EMPLOYMENT AGREEMENT AMONG PRIORITY TECHNOLOGY HOLDINGS, INC. AND Bradley J. Miller April 15, 2022Executive Employment Agreement • March 23rd, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Georgia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and among Priority Technology Holdings, Inc., a Delaware corporation with its principal place of business located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004 (“PRTH”), and Bradley J. Miller, an individual resident of Fulton County, Georgia (“Employee”) is entered into and effective as of the __ day of March, 2022 (the “Effective Date”). PRTH and You are collectively referred to herein as the “Parties”. Further, for purposes of this Agreement, the services provided pursuant to this Agreement are to be performed for the benefit of PRTH and its Subsidiary Affiliates, which are collectively referred to herein as the “Company”, as applicable. “Subsidiary Affiliate” means, with respect to PRTH, any corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity that is, directly or indirectly, controlled
DEALER MANAGER AGREEMENTDealer Manager Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
SIXTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 23rd, 2020 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
SIXTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT (this “Sixth Amendment”), dated as of March 18, 2020, among (i) PRIORITY HOLDINGS, LLC, a Delaware limited liability company, as Borrower, (ii) the other Credit Parties party hereto, each as a Guarantor, (iii) each of the Lenders party hereto and (iv) GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDED AND RESTATED CONTRIBUTION AGREEMENT dated as of March 26, 2018 by and between PRIORITY INVESTMENT HOLDINGS, LLC, PRIORITY INCENTIVE EQUITY HOLDINGS, LLC and M I ACQUISITIONS, INC.Contribution Agreement • March 27th, 2018 • M I Acquisitions, Inc. • Blank checks • Delaware
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of March 26, 2018, by and among Priority Investment Holdings, LLC, a Delaware limited liability company (“PIH”), Priority Incentive Equity Holdings, LLC, a Delaware limited liability company (PIEH, and together with PIH, the “Sellers”) and M I Acquisitions, Inc., a Delaware corporation (“Buyer”). Each of Seller and Buyer is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
PURCHASE AGREEMENTPurchase Agreement • March 2nd, 2018 • M I Acquisitions, Inc. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is dated as of February 26, 2018, by and among Priority Holdings, LLC, a Delaware limited liability company (“Priority”), M SPAC LLC (“M SPAC”), M SPAC Holdings I LLC (“M SPAC I”), M SPAC Holdings II LLC (“M SPAC II” and collectively with M SPAC I and M SPAC, “Founders”) and, solely for purposes of Section 2.06, M I Acquisitions, Inc., a Delaware corporation (“Buyer”). Each of Priority, Founders and Buyer is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
PRIORITY TECHNOLOGY HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Non- Employee Director)Award Agreement • May 13th, 2020 • Priority Technology Holdings, Inc. • Services-business services, nec • Georgia
THIS AGREEMENT (the “Agreement”) is entered into as of the 1st day of April, 2020, by and between PRIORITY TECHNOLOGY HOLDINGS, INC.., a Delaware corporation (the “Company”), and the individual designated above (the “Grantee”).
PRIORITY TECHNOLOGY HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Non- Employee Director)Agreement • May 13th, 2020 • Priority Technology Holdings, Inc. • Services-business services, nec • Georgia
THIS AGREEMENT (the “Agreement”) is entered into as of the 1st day of April, 2020, by and between PRIORITY TECHNOLOGY HOLDINGS, INC.., a Delaware corporation (the “Company”), and the individual designated above (the “Grantee”).
Agreement and Plan of Merger BY AND AMONG Finxera HOLDINGS, inc., PRIORITY TECHNOLOGY HOLDINGS, INC., PRIME WARRIOR ACQUISITION CORP., AND, SOLELY IN ITS CAPACITY AS THE EQUITYHOLDER REPRESENTATIVE, STONE POINT CAPITAL LLC DATED AS OF MARCH 5, 2021Agreement and Plan of Merger • March 31st, 2021 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONGAsset Purchase and Contribution Agreement • May 15th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
made and entered into as of March 22, 2019 by and among YapStone, Inc., a Delaware corporation (“Seller”), Priority Real Estate Technology, LLC, a Delaware limited liability company (“Purchaser”) and, solely for purposes of Section 6.6, Section 8.5, Section 8.8, Section 8.11 and Section 8.12, Priority Technology Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used herein not otherwise defined have the meanings ascribed to them in Section 1.1.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2018 • M I Acquisitions, Inc. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of June 15, 2018, to the Investment Management Trust Agreement (as defined below) is made by and between M I Acquisitions, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec • Tennessee
This AMENDED AND R ESTATED EMPLOYMENT AGREEMENT (this “Agreement by and among Priority Payment Systems Holdings LLC (“Priority”), Pipeline Cynergy Holdings, LLC (“PCH”) (together, the “Companies”), and Afshin Yazdian (“Executive”) (collectively, the “Parties”), and Priority Holdings, LLC (the “Parent”), is entered into and effective as of the 21st of May, 2014 (the “Effective Date”).
Magna Management LLCM I Acquisitions, Inc. • September 16th, 2016 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of M I Acquisitions, Inc. (the “Company”) and continuing until the consummation by the Company of its initial business combination or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), Magna Management LLC (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at 40 Wall Street, 58th Floor, New York, NY 10005 (or any successor location). In exchange therefor, the Company shall pay the Firm at the rate of $10,000 per month. Notwithstanding the foregoing, if the Company’s audit committee determines that the Company lacks sufficient funds ou
Execution Version AMENDMENT NO. 1 TO EQUITY AND ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 TO EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment No. 1”), is effective as of July 31, 2023, by and among PLASTIQ INC., PLV INC., NEARSIDE BUSINESS...Equity and Asset Purchase Agreement • August 1st, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT by and among M I Acquisitions, Inc. and the other parties hereto Dated as of July 25, 2018Registration Rights Agreement • July 31st, 2018 • Priority Technology Holdings, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 25, 2018 and is by and among M I Acquisitions, Inc. (the “Company”), Priority Incentive Equity Holdings, LLC, a Delaware limited liability company (“PIEH”), Thomas C. Priore (“TCP”) and the individuals listed on Schedule A hereto (each, an “Individual” and, collectively, the “Individuals”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 16th, 2016 • M I Acquisitions, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 13, 2016 (“Agreement”), by and among M I ACQUISITIONS, INC., a Delaware corporation (“Company”), M SPAC LLC, a Delaware Company (“M SPAC”), M SPAC Holdings I LLC, a Delaware Company (“M SPAC I”) and M SPAC Holdings II LLC, a Delaware Company (“M SPAC II”), (M SPAC, M SPAC I and M SPAC II, each an “Initial Shareholder”, collectively “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company (“Escrow Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF PRIORITY HOSPITALITY TECHNOLOGY, LLCLimited Liability Company Agreement • March 29th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Priority Hospitality Technology, LLC, a Delaware limited liability company (the “Company”), is dated effective as of February 1, 2019 (the “Effective Date”), and is adopted and entered into by the Persons listed on the signature pages hereto as Members.
SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • July 31st, 2018 • Priority Technology Holdings, Inc. • Blank checks • New York
SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, dated as of January 11, 2018 (this “Second Amendment”), among PIPELINE CYNERGY HOLDINGS, LLC, a Delaware limited liability company (“PCH”), PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, a Delaware limited liability company (“Priority Institutional”), PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, a Georgia limited liability company (“PPSH” or the “Borrower Representative”, and PPSH, together with PCH and Priority Institutional, the “Borrowers” and each individually, a “Borrower”), PRIORITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, the other Guarantors party hereto, each 2018 Converting Lender (as defined below) party hereto, each New 2018 Refinancing Term Lender (as defined below) party hereto, each 2018 Incremental Term Loan Lenders party hereto, each Revolving Credit Lender party hereto and SUNTRUST BANK, as administrative agent under the Credit Agreement referred to below (in such capacity, includi
SUPPORT AGREEMENTSupport Agreement • March 31st, 2021 • Priority Technology Holdings, Inc. • Services-business services, nec
THIS SUPPORT AGREEMENT, dated as of March 5, 2021, is made by and among Finxera Holdings, Inc., a Delaware corporation (the “Company”), and each of the undersigned (each, a “Stockholder” and collectively, the “Stockholders”).
PRIORITY TECHNOLOGY HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 29th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of December 20, 2018 (the “Grant Date”), by and between Priority Technology Holdings, Inc., a Delaware corporation (the “Company”), and Michael Vollkommer (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Priority Technology Holdings, Inc. 2018 Equity Incentive Plan (the “Plan”).
Magna Management LLC [address]M I Acquisitions, Inc. • December 23rd, 2015 • Blank checks
FOURTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 14th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
FOURTH AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, dated as of February 15, 2019 (this “Fourth Amendment”), among PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, a Georgia limited liability company (“PPSH” or the “Borrower Representative”) and SUNTRUST BANK, as administrative agent under the Credit Agreement referred to below (in such capacity, including any of its permitted successors and assigns, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
EARNOUT AGREEMENTEarnout Agreement • August 1st, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Earnout Agreement (this “Agreement”) is entered into as of July 31, 2023, by and among Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), Plastiq Inc., PLV Inc., and Nearside Business Corp. (collectively, “Sellers”), Blue Torch Finance LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders (as defined below; “Blue Torch”), and, solely for purposes of Section 4(a), Priority Holdings, LLC, a Delaware limited liability company (“Parent”). Buyer, Sellers and Blue Torch each are a “Party” and are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as hereinafter defined).
CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 14th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec
This FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Fifth Amendment”), dated as of April 12, 2019 is made by and among PRIORITY HOLDINGS LLC, a Delaware limited liability company (“Borrower”), the other Credit Parties party hereto as Guarantors, the Lenders party hereto and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 29th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Consulting Services Agreement (this "Agreement") is entered into as of the 1st day of March, 2019, by and among Priority Technology Holdings, Inc., a Delaware corporation (the "Company"), and Bruce E. Mattox (the "Consultant").
PRIORITY TECHNOLOGY HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 29th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of January 18, 2019 (the “Grant Date”), by and between Priority Technology Holdings, Inc., a Delaware corporation (the “Company”), and Timothy T. Schneible (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Priority Technology Holdings, Inc. 2018 Equity Incentive Plan (the “Plan”).
Amendment to the Executive Employment AgreementEmployment Agreement • December 26th, 2018 • Priority Technology Holdings, Inc. • Services-business services, nec
This Amendment to the Executive Employment Agreement among Priority Payment Systems Holdings LLC, Pipeline Cynergy Holdings LLC, Priority Holdings LLC (“PPSH”, “PCH”, and “PH”, respectively) and John V. Priore (“You” or “Your”) (the “Amendment”) is effective as of the 13th day of November, 2018 (the “Effective Date”) by and between Priority Technology Holdings, Inc., as successor in interest to the Companies with offices located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004 (“Parent” and together with PPSH, PCH, and PH, and all other affiliates and subsidiaries of Parent, collectively, the “Companies”) and John V. Priore, a resident of the State of Georgia with residence located at 260 Ardsley Lane, Alpharetta, Georgia 30005. This Amendment hereby amends that certain Executive Employment Agreement entered into between PPSH, PCH, and PH and you dated May 21, 2014 (the “Agreement”).
