0001088034-17-000034 Sample Contracts

Mr. Louis A. Hoch Vice-Chairman & Chief Executive Officer Payment Data Systems, Inc. 12500 San Pedro, Ste. 120 San Antonio, TX 78216
Payment Data Systems Inc • December 22nd, 2017 • Functions related to depository banking, nec • New York

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Payment Data Systems, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), that Maxim shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of common stock (the “Shares”) of the Company, par value $0.001 per share (“Common Stock”). The terms of the Placement and the Shares shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Shares or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but not limited to the Purchase

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 22nd, 2017 • Payment Data Systems Inc • Functions related to depository banking, nec • New York

This Share Purchase Agreement (this “Agreement”) is dated as of December 21, 2017, between Payment Data Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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