Exhibit 10.60


 


March 23, 2017


 


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:


 


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.


 


The purpose of this letter agreement is to document an 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 claims related to the Direct Air Matter. The Company hereby represents to each


Purchaser that the amounts of all of the Indemnified
Liabilities incurred by the Company as a result of the Direct Air Matter are as set forth on Exhibit A hereto, which Exhibit
A also describes the adjustment to the Conversion Price. In accordance with 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 reduced to a price per share equal to $2.45 (the "Adjusted Conversion Price"), which reduction is being
made in respect of the Indemnified Liabilities identified to date by the Company with respect to the Direct Air Matter
provided, however, each Purchaser’s agreement set forth in this sentence is based solely on the Company’s
representation set forth in the immediately preceding sentence and that no Purchaser has carried out an independent
investigation of the amounts of the Indemnified Liabilities incurred by the Company as a result of the Direct Air Matter. The
parties each acknowledge and agree that the above-described Conversion Price adjustment is being made pursuant to Section
10.2(d) of the Purchase Agreement with respect to the Direct Air Matter and the Indemnified Liabilities incurred as a result
thereof and not as a settlement of claims. Accordingly, 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 Direct Air
Matter).


 


 





3939 West Valley Drive |
Center Valley, PA 18034 | P. 484.324.7980 |JETPAY.COM




 






     


     


    

 


 


 


Notwithstanding the foregoing or anything to the contrary in
the Purchase Agreement, the Purchasers hereby agree that the Conversion Price applicable to the Preferred Stock of the Company
held by the Purchasers shall be subject to increase upon a 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.)., related to the Direct Air Matter, which adjustment shall
be calculated in a manner substantially similar to the procedure set forth in Section 10.2(d) of the Purchase Agreement, with such
modifications as are necessary to calculate an increase to the Conversion Price rather than a reduction thereof. Except as provided
herein, all other provisions of the Purchase Agreement remain unchanged and in full force and effect.


 


jetpay
corporation


 


By: /s/ Peter B. Davidson


 


Name: Peter B. Davidson

Its:     Vice Chairman and Secretary


 


Acknowledged, agreed and accepted


 


as of the date first written above:


 


By: Ithan Creek Master Investors
(Cayman) L.P.


 


By: /s/ Emily Babalas


 


Name: Emily Babalas


 


Its: Managing Director and Counsel


 


 


3939 West Valley Drive |
Center Valley, PA 18034 | P. 484.324.7980 |JETPAY.COM