Item 1.01. Entry into a Material Definitive Agreement
On June 1, 2018, JetPay Payment
Services, FL, LLC (“JetPay Payments, FL”), a Delaware limited liability company and a direct subsidiary of JetPay
Corporation (the “Company”), entered into (i) an Amended and Restated Promissory Note (the “Amended and
Restated Draw/Term Note”) for $1,600,000 in favor of Fifth Third Bank, an Ohio banking corporation
(“Lender”), (ii) a related Modification of Credit Agreement and Other Loan Documents (the “Draw/Term
Modification Agreement”) with the Company and the Lender, (iii) an Amended and Restated Revolving Promissory Note (the
“Amended and Restated Revolving Note”) for $1,000,000 in favor of the Lender, and (iv) a related Third
Modification of Credit Agreement and Other Loan Documents (the “Revolver Modification Agreement”) with the
Company and the Lender.
The Amended and Restated Draw/Term
Note extends the original 12-month draw period expiring on June 22, 2018 to September 30, 2018 (“the Amended
Conversion Date”) of the $1,600,000 Draw/Term Note to finance software integration costs related to a contract with the
State of Illinois, at which time the loan converts into a 36-month amortizing term loan which matures on September 30,
2021. The Amended and Restated Draw/Term Note bears interest at a variable rate equal to the adjusted one-month LIBOR Rate
(as defined in the Amended and Restated Draw/Term Note) plus 3% (or, in the event the LIBOR Rate is unavailable, at the Prime
Rate (as defined in the Amended and Restated Draw/Term Note) plus 1%). The Amended and Restated Draw/Term Note is payable
in monthly installments beginning on the Amended Conversion Date and can be prepaid without penalty or premium at any
time.
The Draw/Term Modification Agreement amends
the Credit Agreement, dated June 22, 2017, by and between JetPay Payments, FL and the Lender, to document the extension of maturity
of the Amended and Restated Draw/Term Note until September 30, 2021.
The Amended and Restated Revolving Note
renews, amends, replaces and supersedes the expiring $1,000,000 Revolving Promissory Note, extending the maturity date to June
1, 2019 and bearing interest at a variable rate equal to the adjusted one-month LIBOR Rate (as defined in the Amended and Restated
Revolving Note) plus 2.00% (or, in the event the LIBOR Rate is unavailable, at the Prime Rate (as defined in the Amended and Restated
Revolving Note) plus 1%). It is anticipated that the Amended and Restated Revolving Note will be used to extend temporary credit
to JetPay Payments, FL to cover its customers’ processing return items.
The Revolver Modification Agreement amends
the Credit Agreement, dated June 1, 2016, by and between JetPay Payments, FL and the Lender (as modified by the (i) Modification
of Credit Agreement and Other Loan Documents, dated March 23, 2017 and (ii) Second Modification of Credit Agreement and Other Loan
Documents, dated June 22, 2017) to document the extension of maturity of the Amended and Restated Revolving Note until June 1,
2019.
The foregoing descriptions of the (i)
Amended and Restated Revolving Note filed herewith as Exhibit 10.1, (ii) Amended and Restated Draw/Term Note filed herewith
as Exhibit 10.2, (iii) Third Modification of Credit Agreement and Other Documents filed herewith as Exhibit 10.3, and (iv)
Modification of Credit Agreement and Other Documents filed herewith as Exhibit 10.4, in each case, do not purport to be
complete and are qualified in their respective entireties by reference to the documents filed herewith as Exhibit 10.1
through Exhibit 10.4, as applicable.