Exhibit 10.59


 


JetPay Corporation

3939 West Drive

Center Valley, Pennsylvania 18034


 


March 23, 2017


 

VIA FACSIMILE & OVERNIGHT DELIVERY


 


Flexpoint Fund II, L.P.

c/o Flexpoint Ford, LLC


676 N. Michigan Avenue, Suite 3300


Chicago, IL 60611


Facsimile No.: (312) 327-4525


		Attention:	Charles E. Glew



Steven M. Michienzi


 


Sundara Investment Partners, LLC


725 Eagle Farm Road


Villanova, PA 19085


Facsimile No.:


		Attention:	Laurence L. Stone



 


Gentlemen:


 


Reference is hereby
made to that certain Amended and Restated Securities Purchase Agreement dated as of October 18, 2016 (the "Purchase Agreement"),
by and among JetPay Corporation, a Delaware corporation (the "Company"), Flexpoint Fund II, L.P., a Delaware limited
partnership ("Flexpoint"), and Sundara Investment Partners, LLC, a Delaware limited liability company (“Sundara”
and together with Flexpoint, the “Purchasers”). Reference is hereby also made to that certain letter dated November
16, 2016 from Flexpoint to the Company on behalf of the Purchasers which provided notice of a claim for indemnification with respect
to the Direct Air Matter (the "Claim Notice"). Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Claim Notice, or if not defined therein, 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 the claims described in the Claim Notice. 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 $2.36 (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. 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 Aggregate Direct
Air 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 Aggregate Direct Air Liabilities,
the discovery of new information, or otherwise (including, without limitation, any new or different claims not related to the Direct
Air Matter).


 






     


     


    

 


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.


 


[Signature page follows]


 






     


     


    

 








	 	 	 	jetpay corporation
	 	 	 	 	 
	 	 	 	By: 	/s/ Gregory M. Krzemien
	 	 	 	Name: 	Gregory M. Krzemien
	 	 	 	Its: 	Chief Financial Officer
	 	 	 	 	 
	Acknowledged, agreed and accepted	 	 	 
	as of the date first written above:	 	 	 
	 	 	 	 	 
	FLEXPOINT FUND II, L.P.	 	 	 
	 	 	 	 	 
	By:	Flexpoint Management II, L.P.	 	 	 
	Its: 	General Partner	 	 	 
	 	 	 	 	 
	By:	Flexpoint Ultimate Management II, LLC	 	 	 
	Its: 	General Partner	 	 	 
	 	 	 	 	 
	By: 	/s/ Donald J. Edwards	 	 	 
	Name: 	Donald J. Edwards	 	 	 
	Its: 	Manager	 	 	 
	 	 	 	 	 
	Sundara Investment Partners, LLC	 	 	 
	 	 	 	 	 
	By:	/s/ Laurence L. Stone	 	 	 
	Name: 	Laurence L. Stone	 	 	 
	Its: 	Chief Executive Officer