Exhibit 10.2








$1,600,000.00


 


 


 


Amended
and restated

promissory NOTE


 


THIS AMENDED AND
RESTATED PROMISSORY NOTE (this “Note”) is effective as of June 1, 2018 (the “Effective Date”)
in the principal amount of ONE MILLION SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00).


 


Recitals


 


A.               
This Note is made by JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company (“Borrower”),
having an address of 7450 Tilghman Street, Allentown, PA 18106, and is payable to the order of FIFTH THIRD BANK, an Ohio
banking corporation, its successors and assigns (“Lender”), 201 East Kennedy Blvd., Suite 1800, Tampa, Florida
33602, pursuant to the terms and conditions set forth in that certain Credit Agreement dated June 22, 2017 by and between Borrower
and Lender (the “Original Credit Agreement”), as modified by that certain Modification of Credit Agreement and
Other Loan Documents of even date herewith by and among Borrower, Lender and Jetpay Corporation, a Delaware corporation (the “Modification
Agreement”, and together with the Original Credit Agreement, collectively, the “Credit Agreement”).
The amount disbursed by Lender to Borrower, repayment of which is evidenced by this Note, is referred to as the “Loan”.


 


B.                
This Note is secured by, among other items, (i) that certain Security Agreement dated June 22, 2017 by and between Borrower
and Lender (the “Security Agreement”) encumbering the Collateral (as defined therein); and (ii) certain other
documents securing repayment of this Note, including, without limitation, the Credit Agreement (this Note, the Credit Agreement,
the Security Agreement, the Modification Agreement and all other documents evidencing or securing the Loan are hereinafter collectively
referred to herein as the “Loan Documents”). All of the agreements, conditions, covenants, provisions and stipulations
contained in the Credit Agreement and other Loan Documents are hereby made a part of this Note to the same extent and with the
same force and effect as if they were fully set forth herein and Borrower covenants and agrees to keep and perform them, or cause
them to be kept and performed, strictly in accordance with their terms.


 


1.                 
Agreement to Pay. Borrower hereby promises to pay to the order of Lender the principal sum of ONE MILLION
SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00), or so much thereof as may be outstanding hereunder, in lawful money of
the United States of America on or before the earlier of September 30, 2021 (the “Maturity Date”) or upon acceleration
of the Note, together with interest thereon at the rate or rates herein below set forth.


 


 


 





NOTE TO TAX EXAMINER: THIS NOTE RENEWS,
AMENDS AND RESTATES THE PRIOR NOTE (AS DEFINED HEREIN). THE PRIOR NOTE WAS MADE, EXECUTED AND DELIVERED OUTSIDE THE STATE OF FLORIDA
AND IS NOT SECURED BY A MORTGAGE ON FLORIDA REAL PROPERTY. NO DOCUMENTARY STAMP TAXES WERE DUE IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF THE PRIOR NOTE. THIS NOTE HAS BEEN MADE, EXECUTED AND DELIVERED OUTSIDE THE STATE OF FLORIDA AND IS NOT SECURED
BY A MORTGAGE ON FLORIDA REAL PROPERTY. ACCORDINGLY, NO DOCUMENTARY STAMP TAXES OR INTANGIBLE TAXES ARE DUE IN CONNECTION HEREWITH
PURSUANT TO SECTION 201.09, FLORIDA STATUTES AND RULE 12B-4.054, FLORIDA ADMINISTRATIVE CODE. 











     


     


    

 


2.                 
Defined Terms. In addition to the terms defined elsewhere in this Note, the following terms shall have the
following meanings when used in this Note. All capitalized terms used in this Note and not otherwise defined shall have the meanings
ascribed thereto in the Credit Agreement.


 


A.               
“Conversion Date” shall mean September 30, 2018.


 


B.                
“Default” shall mean when used in reference to this Note or any other document, or in reference to any
provision or obligation under this Note or any other document, the occurrence of an event or the existence of a condition which,
with the passage of time or the giving of notice, or both, would constitute an Event of Default under this Note or such other document,
as the case may be.


 


C.                
“Default Rate” shall be as defined in Section 6 hereof.


 


D.               
“Draw Period” shall mean the period commencing on the Effective Date through the day prior to the Conversion
Date.


 


E.                
“Event of Default” shall mean (i) when used in reference to this Note, one or more of the events or occurrences
referred to in Section 10A of this Note; and (ii) when used in reference to any other document, a default or event of default
under such document that has continued after the giving of any applicable notice and the expiration of any applicable grace or
cure periods.


 


3.                 
Computation of Interest. Moneys deposited by Lender in an escrow shall be deemed to have been disbursed as
of, and shall bear interest from, the date of deposit in escrow. Interest on amounts disbursed under this Note shall accrue commencing
on the day on which the disbursement of proceeds of the Loan or applicable portion thereof is made. Payments of interest that are
periodically required pursuant to the terms of this Note shall include interest accrued to but not including the day on which the
payment is made. Payments of principal on this Note shall include interest on the amount paid to but not including the date of
payment if payment is received prior to 2:00 P.M. Eastern Time, and if payment is received after such time, payment of principal
on this Note shall include interest to and including the day of payment.


 


4.                 
Interest Rate Terms. 


 


A.               
Additional Defined Terms. In addition to the terms defined elsewhere in this Note, the following terms shall
have the following meanings when used in this Note:


 


“Adjusted
LIBOR Rate” shall mean a floating rate equal to (i) the then applicable LIBOR Rate plus (ii) the LIBOR Rate Margin
per annum.


 


“Adjusted
Prime Rate” shall mean, for any day, the rate equal to (i) the floating rate of interest established from time to time
by Fifth Third Bank at its principal office as its “Prime Rate”, whether or not Fifth Third Bank shall at times lend
to borrowers at lower rates of interest or, if there is no such Prime Rate, then such other rate as may be substituted by Fifth
Third Bank for such Prime Rate plus (ii) 100 basis points.


 






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“Business
Day” shall mean (i) with respect to all notices and determinations in connection with the LIBOR Rate, any day (other
than a Saturday or Sunday) on which commercial banks are open in London, England, New York, New York, and Cincinnati, Ohio for
dealings in deposits in the London Interbank Market; and (ii) in all other cases, any day on which commercial banks in Cincinnati,
Ohio are required by law to be open for business; provided that, notwithstanding anything to the contrary in this definition of
“Business Day”, at any time during which a Rate Management Agreement (as defined in the Credit Agreement) with Lender
is then in effect with respect to all or a portion of this Note, then the definitions of “Business Day” and “Banking
Day”, as applicable, pursuant to such Rate Management Agreement shall govern with respect to all applicable notices and determinations
in connection with such portion of this Note subject to such Rate Management Agreement.


 


“Interest
Rate” shall mean the Adjusted LIBOR Rate; provided that, the reference to “Adjusted LIBOR Rate” shall
be deemed to be a reference to “Adjusted Prime Rate” at all times during which the LIBOR Rate is unavailable pursuant
to, and in accordance with, Section 4F.


 


“LIBOR
Rate” shall mean, as of any date of determination in accordance with this Note, the rate of interest rounded upwards,
if necessary, to the next 1/8th of one percent (1%) and adjusted for reserves if Lender is required to maintain reserves with respect
to relevant advances fixed by ICE Benchmark Administration Limited (or any successor thereto, or replacement thereof, approved
by Lender, each an “Alternate LIBOR Source”) at approximately 11:00 a.m., London, England time (or the relevant
time established by ICE Benchmark Administration Limited, an Alternate LIBOR Source, or Lender, as applicable), two Business Days
prior to such date of determination, relating to quotations for the one month London InterBank Offered Rates on U.S. Dollar deposits,
displayed by Bloomberg LP (or any successor thereto, or replacement thereof, as approved by Lender, each an “Approved
Bloomberg Successor”), or if no longer displayed by Bloomberg LP (or any Approved Bloomberg Successor), such rate as
shall be determined in good faith by Lender from such sources as it shall determine to be comparable to Bloomberg LP (or any Approved
Bloomberg Successor), all as determined by Lender in accordance with this Note and Lender’s loan systems and procedures periodically
in effect. Notwithstanding anything to the contrary contained herein, in no event shall the LIBOR Rate be less than 0% as of any
date (the “LIBOR Rate Minimum”); provided that, at any time during which a Rate Management Agreement with Lender
is then in effect with respect to all or a portion of the Obligations, the LIBOR Rate Minimum shall be disregarded and no longer
of any force and effect with respect to such portion of the Obligations subject to such Rate Management Agreement. Each determination
by Lender of the LIBOR Rate shall be binding and conclusive in the absence of manifest error.


 






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“LIBOR
Rate Loan” shall mean each portion of the outstanding principal balance of the Loan that is bearing interest at the Adjusted
LIBOR Rate.


 


“LIBOR
Rate Margin” shall mean three percent (3.00%) per annum.


 


“Prime
Rate” shall mean, for any day, the floating rate of interest established from time to time by Lender at its principal
office as its “Prime Rate”, whether or not Lender shall at times lend to borrowers at lower rates of interest or, if
there is no such prime rate, then such other rate as may be substituted by Lender for the prime rate. Each determination by Lender
of the Prime Rate shall be binding and conclusive in the absence of manifest error.


 


“Prime
Rate Loan” shall mean any portion of the outstanding principal amount of the Loan that is bearing interest at the Adjusted
Prime Rate.


 


B.                
Interest Accrual.


 


(i)                
Interest on the Loan shall accrue on the outstanding principal balance of this Note commencing on the date of the
initial disbursement of the Loan until the Loan has been fully paid and satisfied in cash.


 


(ii)             
Interest on any LIBOR Rate Loans or Prime Rate Loans shall be calculated based on a 360-day year and charged for
the actual number of days elapsed.


 


C.                
Interest Rate Determinations.


 


(i)                
Subject to the terms hereof, the outstanding principal balance of this Note shall bear interest at the Adjusted LIBOR
Rate.


 


(ii)             
Borrower shall have the right on any Business Day to request Lender to provide a good faith estimate of the then
current LIBOR Rate quotation and Lender shall promptly provide such estimate.


 


(iii)           
The Adjusted LIBOR Rate: (a) shall initially be determined as of the date of this Note and (b) shall adjust automatically
on the first calendar day of each calendar month thereafter (each of the foregoing being a “LIBOR Adjustment Date”).
Any change in the Adjusted LIBOR Rate resulting from a change in the LIBOR Rate shall become effective as of each such LIBOR Adjustment
Date in accordance with this Note and Lender’s loan systems and procedures periodically in effect. Lender shall not be required
to notify Borrower of any adjustment in the LIBOR Rate; however, Borrower may request a quote of the prevailing LIBOR Rate
on any Business Day.


 






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(iv)            
The Adjusted Prime Rate: (a) shall initially be determined as of the date of this Note and (b) shall adjust automatically
with each change in the Prime Rate occurring thereafter. Any change in the Adjusted Prime Rate resulting from a change in the Prime
Rate shall become effective as of the date of each change in the Prime Rate in accordance with Lender’s loan systems and
procedures periodically in effect. Lender shall not be required to notify Borrower of any adjustment in the Prime Rate; however,
Borrower may request a quote of the prevailing Prime Rate on any Business Day.


 


D.               
Prepayments. The outstanding principal balance of this Note may be prepaid, either in whole or in part, without
penalty or premium, at any time and from time to time upon two (2) Business Days prior written notice to Lender.


 


E.                
Additional Costs. Borrower hereby irrevocably agrees to reimburse and indemnify Lender from all increased
costs and fees incurred by Lender in connection with this Note subsequent to the date of the initial advance of funds to Borrower
under this Note and relating to or arising from (x) the offering of rates of interest based upon the LIBOR Rate or (y)
a change in government regulation. Without limiting the generality of the foregoing, if (any of the following being a “Change”):
(i) any law, rule, regulation, guideline, or directive (in each case whether or not having the force of law) is passed, enacted,
promulgated, ordered, issued or adopted after the date of the initial advance of funds to Borrower under this Note, (ii) there
is any change after the date of the initial advance of funds to Borrower under this Note in any law, rule, regulation, guideline,
or directive (in each case whether or not having the force of law and including, without limitation, any request, rule, guideline
or directive (A) in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act (as amended, the “Dodd-Frank
Act”) or (B) enacted, promulgated, adopted, issued or implemented by the Bank of International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign financial regulatory
authorities), or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency
charged with the interpretation, application or administration of any of the foregoing, or (iii) Lender complies with any request
or directive made after the date of the initial advance of funds to Borrower under this Note regarding capital adequacy (whether
or not having the force of law) from any such authority, central bank or comparable agency, and such Change shall:


 


(x)       increase
the cost to Lender, by an amount which Lender deems to be material, of making, converting into, continuing or maintaining any portion
of any advance subject to the LIBOR Rate, or reduce any amount receivable hereunder in respect thereof, or


 






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(y)       have
the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder, with
respect to any LIBOR Rate Loan or Prime Rate Loan, to a level below that which Lender could have achieved but for such Change
by an amount deemed by Lender to be material, then, in any and each such case, after submission by Lender to Borrower of a
written request therefor, Borrower shall pay Lender any additional amounts necessary to compensate Lender for such increased
cost or reduction. Lender’s reasonable determination of the amount of such reimbursement shall be conclusive in the
absence of manifest error. Notwithstanding anything to the contrary contained herein, for all purposes of this Note, all
requests, rules, guidelines and directives (I) in connection with the Dodd-Frank Act or (II) enacted, promulgated, adopted,
issued or implemented by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority), or the United States or foreign financial regulatory authorities shall, in each case, be deemed to
constitute a Change whether or not such request, rule, guideline or directive has the force of law and regardless of the date
on which such request, rule, guideline or directive was enacted, promulgated, adopted, issued or implemented. Notwithstanding
the foregoing, Borrower shall not be required to compensate Lender pursuant to this Section for any increased costs incurred
more than 180 days prior to the date that Lender notifies Borrower, in writing, of the increased costs and of Lender’s
intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such
increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.


 


F.                 
Unavailability of LIBOR. Notwithstanding anything herein contained to the contrary, if Lender, by written
or telephonic notice, notifies Borrower that:


 


(i)                
any change in any law, regulation or official directive, or in the interpretation thereof, by any governmental body
charged with the administration thereof, has made it unlawful for Lender to fund or maintain its funding in Eurodollars of any
portion of any advance subject to the LIBOR Rate or otherwise give effect to Lender’s obligations as contemplated hereby,
or


 


(ii)             
(a) LIBOR deposits for periods of one month are not readily available in the London Interbank Offered Rate Market,
(b) by reason of circumstances affecting such market or other economic conditions, adequate and reasonable methods do not exist
for ascertaining the rate of interest applicable to such deposits, or (c) the LIBOR Rate as determined by Lender will not adequately
and fairly reflect the cost to Lender of making or maintaining advances under this Note bearing interest with reference to the
LIBOR Rate (including inaccurate or inadequate reflection of actual costs resulting from the calculation of rates by reporting
sources),


 


then, in any of such events: (I)
Lender’s obligations in respect of the LIBOR Rate shall terminate forthwith, (II) the LIBOR Rate with respect to Lender shall
forthwith cease to be in effect, (III) Borrower’s right to utilize LIBOR Rate index pricing as set forth in this Note shall
be terminated forthwith, and (IV) amounts outstanding hereunder shall, on and after such date, bear interest at the Adjusted Prime
Rate in accordance with the terms and provisions of this Note.


 


G.               
Rounding and Rate Management Agreement. At any time during which a Rate Management Agreement is then in effect
with respect to this Note, the provisions contained in this Note which round up the LIBOR Rate to the nearest 1/8th shall be disregarded
and no longer of any force and effect, notwithstanding anything to the contrary contained in this Note.


 






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5.                 
Payment Terms.


 


A.               
Commencing on the first (1st) day of July, 2018 and on the first (1st) day of each successive
month thereafter (subject to earlier prepayment as provided in Section 4D hereof or as otherwise provided herein or in any
other Loan Document), until the Loan has been fully paid and satisfied in cash, Borrower shall make payments to Lender of interest
on the outstanding principal balance of the indebtedness evidenced by this Note.


 


B.                
Commencing on the Conversion Date and continuing on the same day of each succeeding calendar month through and including
the Maturity Date, fixed principal payments plus all accrued interest along with any other sums due thereon shall be due and payable
in monthly installments in an amount necessary to fully amortize the total amount outstanding under this Note based upon a three
(3) year amortization, as calculated by Lender in its reasonable discretion.


 


C.                
 The Loan shall be due and payable, and Borrower hereby promises to pay the outstanding principal amount of the Loan
to Lender, together with all accrued interest thereon then remaining unpaid and all other unpaid amounts, charges, fees and expenses
outstanding under this Note or under any of the other Loan Documents, on the Maturity Date, subject to earlier prepayment as provided
in Section 4D hereof or as otherwise provided herein or in any other Loan Document.


 


6.                 
Late Payments; Default Rate; Fees. If any payment is not paid when due (whether by acceleration or otherwise)
or within ten (10) days thereafter due under this Note or any of the other Loan Documents, Borrower agrees to pay to Lender a late
payment fee of five percent (5%) of the payment amount, with a minimum fee of $20.00. After an Event of Default, Borrower
agrees to pay to Lender a fixed charge of $25.00, or Borrower agrees that Lender may, without notice, increase the Interest Rate
by three percentage points (3%) (the “Default Rate”), for the period of time the default is continuing, whichever
is greater. Lender may impose a non-sufficient funds fee for any check that is presented for payment that is returned for any reason.
In addition, Lender may charge loan documentation fees as may be reasonably determined by the Lender.


 


7.                 
Maximum Interest Rate. Notwithstanding any provisions of this Note or any instrument securing payment of the
indebtedness evidenced by this Note to the contrary, it is the intent of Borrower and Lender that Lender shall never be entitled
to receive, collect or apply, as interest on principal of the indebtedness, any amount in excess of the maximum rate of interest
permitted to be charged by applicable law; and if under any circumstance whatsoever, fulfillment of any provision of this Note,
at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable
law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and in the event Lender ever
receives, collects or applies as interest any such excess, such amount which would be excess interest shall be deemed a permitted
partial prepayment of principal without penalty or premium and treated hereunder as such; and if the principal of the indebtedness
evidenced hereby is paid in full, any remaining excess funds shall forthwith be paid to Borrower. In determining whether or not
interest of any kind payable hereunder exceeds the highest lawful rate, Borrower and Lender shall, to the maximum extent permitted
under applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, and (b)
amortize, prorate, allocate and spread such payment so that the interest on account of such indebtedness does not exceed the maximum
amount permitted by applicable law; provided that if the amount of interest received for the actual period of existence thereof
exceeds the maximum lawful rate, Lender shall refund to Borrower the amount of such excess. Lender shall not be subject to any
penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum lawful rate.


 






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8.                 
Non-Revolving Loan; Advances. No amount repaid or prepaid on this Note may be borrowed again. Notwithstanding
the foregoing, during the Draw Period only, Lender agrees to make direct advances of the proceeds of this Note (each, an “Advance”)
to Borrower for the sole purpose of financing the software integration costs related specifically to a contract with the State
of Illinois, subject to the terms and conditions of this Note and the other Loan Documents, at such times as Borrower may from
time to time request and in such amounts as Borrower may from time to time request. This Note evidences a non-revolving line of
credit during the Draw Period and a term loan commencing on the Conversion Date until the Maturity Date and evidences the aggregate
unpaid principal amount of all Advances made or to be made by Lender to Borrower under this Note. Notwithstanding anything herein
to the contrary, in no event shall (a) the outstanding principal balance of this Note at any time exceed $1,600,000.00, or (b)
the aggregate amount of all Advances made from time to time hereunder exceed $1,600,000.00.


 


9.                 
Advance Requirements. During the Draw Period, the proceeds of this Note shall be made in the form of direct
Advances. The proceeds of each Advance shall be made available at the office of Lender by credit to the account of Borrower or
by other means requested by Borrower and reasonably acceptable to Lender. Each Advance shall be made available to Borrower subject
to satisfaction of the following requirements:


 


A.               
Borrower shall send a written draw request (the “Draw Request”) to Lender (i) stating the amount
of the Advance to be disbursed, which amount shall not exceed one hundred percent (100%) of the software integration costs to be
paid, (ii) certifying that no Default or Event of Default exists under the Loan Documents as of the date of the Draw Request and
that the amount of the Advance does not exceed one hundred percent (100%) of the software integration costs to be paid, and (iii)
certifying that no Default or Event of Default will result from Lender’s funding of the Draw Request; and


 


B.                
No Default or Event of Default under this Note or any of the other Loan Documents exists.


  


10.             
Default and Remedies.


 


A.               
An “Event of Default” shall occur under this Note upon the occurrence of (a) the failure of Borrower
to make any principal or interest payment owing hereunder on the date which is ten (10) days after the date when due, (b) the
failure by Borrower to pay any other amount payable to Lender under this Note within ten (10) days after the date when any such
payment is due in accordance with the terms hereof, (c) a breach by Borrower of any of the covenants, agreements, representations,
warranties or other provisions hereof, which is not cured within the grace or cure period, if any, applicable thereto, or (d) 
the occurrence of any Event of Default under any of the other Loan Documents. An Event of Default under this Note shall also be
deemed an Event of Default under the other Loan Documents.


 






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B.                
If an Event of Default has occurred and is continuing, Lender shall have the option, without demand or notice, other than
specified herein or in the other Loan Documents, to declare the unpaid principal of this Note, together with all accrued interest,
prepayment premium, if any, and other sums secured by the Security Agreement, or other Loan Documents, at once due and payable
to the extent permitted by law, to foreclose the Security Agreement and the other liens or security interests securing the payment
of this Note, and to exercise any and all other rights and remedies available at law or in equity under the Security Agreement
or the other Loan Documents.


 


C.                
The remedies of Lender, as provided herein or in the Security Agreement or any of the other Loan Documents shall be cumulative
and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Lender, and may be exercised
as often as occasion therefor shall arise. No act of omission or commission of Lender, including specifically any failure to exercise
any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only
through a written document executed by Lender and then only to the extent specifically recited therein. A waiver or release with
reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right,
remedy or recourse as to a subsequent event.


 


11.             
Costs and Attorneys’ Fees. If any Event of Default under this Note shall occur, or if Lender incurs
any expenses or costs in connection with the protection or realization of any collateral, whether or not suit is filed thereon
or on any instrument granting a security interest in said collateral, Borrower promises to pay all costs of collection of every
kind, including but not limited to all appraisal costs, reasonable attorneys’ fees, court costs, and expenses of every kind,
incurred by Lender in connection with such collection or the protection or enforcement of any or all of the security for this Note,
whether or not any lawsuit is filed with respect thereto.


 


12.             
Waiver. Borrower, and each guarantor and endorser hereon waives grace, notice, notice of intent to accelerate,
notice of default, protest, demand, presentment for payment and diligence in the collection of this Note, and in the filing of
suit hereon, and agrees that his or its liability and the liability of his or its heirs, beneficiaries, successors and assigns
for the payment hereof shall not be affected or impaired by any release or change in the security or by any increase, modification,
renewal or extension of the indebtedness or its mode and time of payment. It is specifically agreed by the undersigned that the
Lender shall have the right at all times to decline to make any such release or change in any security given to secure the payment
hereof and to decline to make any such increase, modification, renewal or extension of the indebtedness or its mode and time of
payment.


 


13.             
Notices. All notices or other communications required or permitted hereunder shall be delivered in the manner
set forth in the Credit Agreement.


 


14.             
Application of Payments. All payments on account of the indebtedness evidencing the Note shall first be applied
to late charges and costs and fees incurred by Lender in enforcing its rights hereunder or under the Security Agreement and the
other Loan Documents, second to accrued interest on the unpaid principal balance, and third to reduce unpaid principal in inverse
chronological order of maturity.


 






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15.             
BillPayer Service. Any payments and other amounts owing under this Note shall be initiated by Lender in accordance
with the terms of this Note from Borrower’s account through Auto BillPayer (or Lender’s then current automated billing
paying service) (“BillPayer Service”). Borrower hereby authorizes Lender
to initiate such payments from Borrower’s primary depository account with Lender. Borrower acknowledges and agrees
that use of the BillPayer Service shall be governed by the then current standard terms and conditions thereof, and Borrower hereby
acknowledges receipt of such Terms and Conditions as in effect on the date hereof. Borrower further acknowledges and agrees to
maintain payments hereunder through the BillPayer Service throughout the term of this Note (to the extent Lender and its affiliates
continue to provide such service). If the BillPayer Service is cancelled at any time, Borrower may be required to pay Lender the
then current amount of the difference between Lender’s customary Note processing fee and the discounted Note processing fee
received by Borrower in consideration of its use of the BillPayer Service.


 


16.             
Miscellaneous.


 


A.               
The headings of the paragraphs of this Note are inserted for convenience only and shall not be deemed to constitute a part
hereof.


 


B.                
All payments under this Note shall be payable in lawful money of the United States which shall be legal tender for public
and private debts at the time of payment; provided that a check will be deemed sufficient payment so long as it clears when presented
for payment. Each payment of principal or interest under this Note shall be paid not later than 2:00 P.M. Eastern Time on the date
due therefor and funds received after that hour shall be deemed to have been received by Lender on the following Business Day.
If any payment of principal, interest or any other amount due under this Note shall become due on a day which is not a Business
Day, the due date for such payment shall be automatically extended to the next succeeding Business Day, and, in the case of a principal
payment, such extension of time shall be included in computing interest on such principal. If an Event of Default has occurred
and remains uncured, Lender is hereby authorized to charge any account of Borrower maintained with Lender for each payment of principal,
interest and other amounts due under this Note, when each such payment becomes due. All amounts payable under this Note and the
other Loan Documents shall be paid by Borrower without offset or other reduction.


 


C.                
The obligations and liabilities under this Note of Borrower shall be binding upon and enforceable against Borrower and its
heirs, legatees, legal representatives, successors and assigns. This Note shall inure to the benefit of and may be enforced by
Lender, its successors and assigns.


 


D.               
If any provision of this Note or any payments pursuant to the terms hereof shall be invalid or unenforceable to any extent,
the remainder of this Note and any other payments hereunder shall not be affected thereby and shall be enforceable to the greatest
extent permitted by law.


 






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E.                
If this Note is executed by more than one party, the obligations and liabilities of each Borrower under this Note shall
be joint and several and shall be binding upon and enforceable against each Borrower and their respective successors and assigns.


 


F.                 
Lender may at any time assign its rights in this Note and the Loan Documents, or any part thereof and transfer its rights
in any or all of the collateral, and Lender thereafter shall be relieved from all liability with respect to such collateral. In
addition, the Lender may at any time sell one or more participations in the Note. Borrower may not assign its interest in this
Note, or any other agreement with Lender or any portion thereof, either voluntarily or by operation of law, without the prior written
consent of Lender.


 


G.               
Time is of the essence of this Note and of each and every provision hereof.


 


H.               
This Note, together with the other Loan Documents, sets forth all of the covenants, promises, agreements, conditions and
understandings of the parties relating to the subject matter of this Note, and there are no covenants, promises, agreements, conditions
or understandings, either oral or written between them relating to the subject matter of this Note or other than as are set forth
herein and in the other Loan Documents. This Note and the other Loan Documents supersede all prior written and oral commitments
and agreements relating to the Loan. Borrower acknowledges that it is executing this Note without relying on any statements, representations
or warranties, either oral or written, that are not expressly set forth herein or in the other Loan Documents.


 


I.                   
This Note and each provision hereof may be modified, amended, changed, altered, waived, terminated or discharged only by
a written instrument signed by the party sought to be bound by such modification, amendment, change, alteration, waiver, termination
or discharge.


 


J.                  
Each party to this Note and the legal counsel to each party have participated in the drafting of this Note, and accordingly
the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting
the contract shall not be employed in the construction and interpretation of this Note.


 


K.               
Borrower certifies that the proceeds of this Loan are to be used for business purposes.


 


L.                
Borrower does hereby irrevocably confirm, ratify and approve all Advances by Lender and does hereby indemnify Lender against
all reasonable losses and expenses (including court costs, reasonable attorneys' and paralegals' fees) in connection with all such
Advances, and shall hold Lender harmless with respect thereto, in each case subject to the limitations set forth in Section 9.2
of the Credit Agreement.


 


17.             
Choice of Laws. This Note shall be governed by and construed in accordance with the laws of the State of New
York.


 






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18.             
JURY WAIVER. BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)
BETWEEN OR AMONG BORROWER AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP
BETWEEN BORROWER AND LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE LOAN DESCRIBED HEREIN AND IN THE
OTHER LOAN DOCUMENTS.


 


19.             
JURISDICTION AND VENUE. BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING
DIRECTLY OR INDIRECTLY OUT OF THIS NOTE MAY BE LITIGATED IN COURTS HAVING SITUS IN HILLSBOROUGH COUNTY, FLORIDA, HAMILTON COUNTY,
OHIO, OR THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA OR, IF LENDER INITIATES SUCH ACTION, ANY COURT IN
WHICH LENDER SHALL INITIATE SUCH ACTION AND WHICH HAS JURISDICTION. BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER IN ANY OF SUCH COURTS, AND HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR
OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH NOTICES ARE TO
BE SENT PURSUANT TO THE SECURITY INSTRUMENT. BORROWER WAIVES ANY CLAIM THAT HILLSBOROUGH COUNTY, FLORIDA, HAMILTON COUNTY, OHIO
OR THE MIDDLE DISTRICT OF FLORIDA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD BORROWER, AFTER
BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED
BY LAW AFTER THE MAILING THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY LENDER AGAINST
BORROWER AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET
FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR
THE TAKING BY LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND BORROWER HEREBY WAIVES THE RIGHT,
IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.


 


20.             
Patriot Act. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies Borrower, which information includes the name and address of Borrower and other information
that will allow Lender to identify Borrower in accordance with the Act.


 






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21.             
Amendment and Restatement; Payment of Documentary Stamp and Intangible Taxes.


 


A.               
This Note renews, amends, replaces and supersedes that certain Promissory Note from Borrower to Lender dated June 22, 2017
in the original principal amount of ONE MILLION SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00) (the “Prior Note”).
It is the intention of Lender and Borrower that while this Note renews, amends, replaces and supersedes the Prior Note, it is not
in payment or satisfaction of the Prior Note, but rather is the substitution of one evidence of debt for another without any intent
to extinguish the old.


 


B.                
The Prior Note was made, executed and delivered outside the State of Florida and is not secured by a mortgage on Florida
real property. No documentary stamp taxes were due in connection with the execution or delivery of the Prior Note. This Note has
been made, executed and delivered outside the State of Florida and is not secured by a mortgage on Florida real property. No documentary
stamp taxes are required pursuant to §201.09, Florida Statutes, and Rule 12B-4.054, Florida Administrative Code.


 


 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK; 

SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, Borrower has
executed, sealed and delivered this Note as of the Effective Date.


 





	 	BORROWER:	 
	 	 	 
	 	JETPAY PAYMENT SERVICES, FL, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 	 
	 	By:	JetPay Corporation, its sole member	 
	 	 	 	 	 
	 	 	By:	 /s/ Gregory M. Krzemien	 
	 	 	Name:	Gregory M. Krzemien	 
	 	 	Its:	 Chief Financial Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 


 


 


 





Signature Page to $1,600,000.00 Amended
and Restated Promissory Note