Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - JetPay Corp | tv500041_ex32-2.htm |
| EX-32.1 - EXHIBIT 32.1 - JetPay Corp | tv500041_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - JetPay Corp | tv500041_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - JetPay Corp | tv500041_ex31-1.htm |
| EX-10.7 - EXHIBIT 10.7 - JetPay Corp | tv500041_ex10-7.htm |
| EX-10.6 - EXHIBIT 10.6 - JetPay Corp | tv500041_ex10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - JetPay Corp | tv500041_ex10-5.htm |
| 10-Q - FORM 10-Q - JetPay Corp | tv500041_10q.htm |
Exhibit 10.8
JetPay Corporation
7450 Tilghman Street
Suite 170
Allentown, PA 18106
July 11, 2018
VIA FACSIMILE & OVERNIGHT DELIVERY
Wellington Management Company, LLP
280 Congress Street
Boston, MA 02210
Facsimile No.: 617-289-5699
Attention: Legal Department
with a copy to:
Greenberg Traurig, LLP
One International Place
Boston, MA 02110
Facsimile No.: (617) 279-8402
Attention: Bradley A. Jacobson
Gentlemen and Ladies:
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”) and that certain letter agreement, dated March 23, 2017 (the “Letter Agreement”), by and between the Purchasers and the Company with respect to the Direct Air Matter. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
On July 2, 2018, the Company provided notice to the Purchasers (the "Settlement Notice") of the successful recovery of funds by the Company as a result of its lawsuit against Valley National Bank, Civil Action No. 2:14-cv-7827 (D. N.J.) (the “Valley National Matter”). The purpose of this letter agreement is to document an upward adjustment to the Conversion Price (as defined in the Certificate of Designation) applicable to the Preferred Stock of the Company held by the Purchasers as a result of the settlement described in the Settlement Notice. In accordance with the Letter Agreement (and Section 10.2(d) of the Purchase Agreement), the parties hereby agree that the Conversion Price applicable to the Preferred Stock of the Company held by the Purchasers shall be increased to a price per share equal to $2.60 (the "Adjusted Conversion Price"), which increase is being made in respect of the successful recovery of funds by the Company in the Valley National Matter. The Purchasers are not waiving their rights under the Purchase Agreement to indemnification for any Indemnified Liabilities not taken into account in calculating the Adjusted Conversion Price, whether because of inaccuracies in the accounting of the amount of such Indemnified Liabilities, the discovery of new information, or otherwise (including, without limitation, any new or different claims not related to the Valley National Matter).
Except as provided herein, all other provisions of the Purchase Agreement remain unchanged and in full force and effect.
[Signature page follows]
| jetpay corporation | ||
| By: | /s/ Gregory Krzemien | |
| Name: Gregory Krzemien | ||
| Its: Chief Financial Officer | ||
| Acknowledged, agreed and accepted | ||
| as of the date first written above: | ||
| Ithan Creek Master Investors (Cayman) L.P. | ||
| By: | Wellington Management Company, LLP, its investment advisor | |
| By: | /s/ Emily Babalas | |
| Name: Emily Babalas | ||
| Its: Managing Director and Counsel | ||
[Signature page to
letter agreement re
Valley National Conversion Price Adjustment]