Exhibit 10.3


 


THIRD MODIFICATION OF CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS


 


THIS THIRD MODIFICATION
OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Agreement") is effective as of the 1st day of June, 2018,
by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability ("Borrower"), JETPAY CORPORATION,
a Delaware corporation ("Guarantor"), and FIFTH THIRD BANK, an Ohio banking corporation ("Lender").


 


RECITALS


 


A.       Lender
made a term loan to Borrower in the amount of One Million Sixty-Eight Thousand Nine Hundred Sixty and 30/100 Dollars ($1,068,960.30)
and a revolving line of credit loan to Borrower in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) (collectively,
the "Loan") pursuant to the terms and conditions of a Credit Agreement dated as of June 1, 2016 by and between
Borrower and Lender (the "Credit Agreement"), as modified by that certain Modification of Credit Agreement and
Other Loan Documents dated March 23, 2017, as further modified by that certain Second Modification of Credit Agreement and Other
Loan Documents dated June 22, 2017 (collectively, the "Modification Agreements"). The Loan is evidenced by a Promissory
Note dated June 2, 2016 in the original principal amount of One Million Sixty-Eight Thousand Nine Hundred Sixty and 30/100 Dollars
($1,068,960.30) executed by Borrower and made payable to Lender (the "Revolving Note") and a Promissory Note dated
June 1, 2016 in the original principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) executed by Borrower and
made payable to Lender, as increased, amended and restated by an Amended and Restated Revolving Promissory Note dated June 22,
2017 in the original principal amount of One Million and No/100 Dollars ($1,000,000.00) executed by Borrower and made payable to
Lender, which note is being renewed, amended and restated by that certain Amended and Restated Revolving Promissory Note dated
of even date herewith in the original principal amount of One Million and No/100 Dollars ($1,000,000.00) executed by Borrower and
made payable to Lender (collectively, together with the Revolving Note, the "Note").


 


B.       The
Loan is secured by (i) a Security Agreement dated June 1, 2016 executed by Borrower to and for the benefit of Lender (the
"Security Agreement"), as modified by the Modification Agreements; (ii) a Continuing Guaranty Agreement dated
June 1, 2016 executed by Guarantor in favor of Lender (the "Guaranty"); and (iii) certain other loan documents
(the Note, the Security Agreement, the Guaranty, the Credit Agreement, the Modification Agreements and the other documents evidencing,
securing and guarantying the Loan, in their original form and as amended from time to time, are sometimes collectively referred
to herein as the "Loan Documents").


 


C.       Borrower
has requested that Lender modify the Loan Documents as set forth herein, and Lender has agreed to such modifications subject to
the terms and conditions herein provided.


 






     


     


    

 


NOW, THEREFORE,
in consideration of the Recitals set forth above, the agreements by Lender to modify the Credit Agreement, as provided herein,
the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower, Guarantor and Lender hereby agree as follows:


 


1.       Affirmation
of Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference.


 


2.       Definitions.
Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Credit Agreement.


 


3.       Modifications
to Credit Agreement. The Credit Agreement is hereby modified as follows:


 


(a)       The
following definition in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“Note”
means, individually or collectively: (i) that certain Promissory Note in the stated principal amount of One Million Sixty-Eight
Thousand Nine Hundred Sixty and 30/100 Dollars ($1,068,960.30) dated June 2, 2016 made by Borrower in favor of Lender and (ii)
that certain Amended and Restated Revolving Promissory Note in the stated principal amount of One Million and No/100 Dollars ($1,000,000.00)
dated effective as of June 1, 2018 made by Borrower in favor of Lender.


 


(b)       Section
8.1(t) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


(t)       Borrower
fails to comply with the financial covenants contained in Section 6.8 or Section 6.18 of this Agreement; provided, however, if
and only if Borrower’s failure to comply with the financial covenant contained in Section 6.18 of this Agreement is caused
solely by the balance of that certain $1,000,000.00 overdraft Amended and Restated Revolving Promissory Note made by Borrower in
favor of Lender dated effective as of June 1, 2018 (as amended, restated, renewed, increased or otherwise modified from time to
time), such failure shall not be an Event of Default unless it continues unremedied for a period of ten (10) days after Borrower
obtains actual knowledge of such failure.


 


4.       Representations
and Warranties of Borrower. Borrower hereby represents, covenants and warrants to Lender as follows:


 


(a)       The
representations and warranties in the Credit Agreement and the other Loan Documents are true and correct in all material respects
as of the date hereof.


 


(b)       There
is currently no Default or Event of Default under the Loan Documents and Borrower does not have knowledge of any event or circumstance
which with the giving of notice or the passage of time, or both, would constitute an Event of Default under the Loan Documents.


 






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(c)       The
Loan Documents are in full force and effect and, following the execution and delivery of this Agreement, the Loan Documents continue
to be the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to limitations
imposed by bankruptcy, insolvency, other debtor relief laws and general principles of equity.


 


(d)       There
has been no material adverse change in the financial condition of Borrower, Guarantor or any other party whose financial statement
has been delivered to Lender in connection with the Loan from the date of the most recent financial statements received by Lender,
other than what has been disclosed in its SEC filing.


 


(e)       As
of the date hereof, Borrower has no claims, counterclaims, defenses or set-offs with respect to the Loan or the Loan Documents
as modified herein.


 


(f)       Borrower
validly exists under the laws of the State of its formation or organization and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement by
Borrower and the performance by Borrower of the Loan Documents as modified herein have been duly authorized by all requisite action
by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.


 


5.       Reaffirmation
of Guarantor Documents. Guarantor hereby ratifies and affirms the Guaranty, as modified by the Modification Agreements
and this Agreement, and agrees that the Guaranty, as modified by the Modification Agreements and this Agreement, is in full force
and effect following the execution and delivery of this Agreement. To Guarantor's actual knowledge, the representations and warranties
of Guarantor as contained in the Guaranty are, as of the date hereof, true and correct and Guarantor does not have actual knowledge
of any default thereunder. The Guaranty, as modified herein, continues to be the valid and binding obligation of Guarantor, enforceable
in accordance with its terms, subject to limitations imposed by bankruptcy, insolvency, other debtor relief laws and principles
of equity, and Guarantor has no claim or defense to the enforcement of the rights and remedies of Lender thereunder, except as
specifically provided otherwise in the Guaranty. The execution and delivery of this Agreement by Guarantor and the performance
by Guarantor of its obligations under the Loan Documents have been duly authorized by all requisite action by or on behalf of Guarantor.
This Agreement has been duly executed and delivered on behalf of Guarantor.


 


6.       Loan
Fees and Expenses. As a condition precedent to Lender's agreement to enter into this Agreement, Borrower hereby agrees
to pay, promptly upon request therefor, all reasonable out-of-pocket costs and expenses incurred by Lender in connection with this
Agreement, including, without limitation, reasonable attorneys’ fees and expenses.


 






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7.       Release
of Claims. Borrower, Guarantor and any other obligors, on behalf of themselves and their respective successors and assigns
(collectively and individually, "Borrower Parties"), hereby fully, finally and completely RELEASE AND FOREVER
DISCHARGE  Lender and its successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors, employees,
servicers, attorneys, agents and properties, past, present and future, and their respective heirs, successors and assigns (collectively
and individually, "Lender Parties"), of and from any and all claims, controversies, disputes, liabilities, obligations,
demands, damages, debts, liens, actions and causes of action of any and every nature whatsoever, known or unknown, whether at law,
by statute or in equity, in contract or in tort, under state or federal jurisdiction, and whether or not the economic effects of
such alleged matters arise or are discovered in the future, which Borrower Parties have as of the date of this Agreement or may
claim to have against Lender Parties arising out of or with respect to any and all transactions relating to the Loan or the Loan
Documents occurring on or before the date of this Agreement, including any loss, cost or damage of any kind or character arising
out of or in any way connected with or in any way resulting from the acts, actions or omissions of Lender Parties occurring on
or before the date of this Agreement.  The foregoing release is intended to be, and is, a full, complete and general release
in favor of Lender Parties with respect to all claims, demands, actions, causes of action and other matters described therein,
including specifically, without limitation, any claims, demands or causes of action based upon allegations of breach of fiduciary
duty, breach of any alleged duty of fair dealing in good faith, economic coercion, usury, or any other theory, cause of action,
occurrence, matter or thing which might result in liability upon Lender Parties arising or occurring on or before the date of this
Agreement.  Borrower Parties understand and agree that the foregoing general release is in consideration for the agreements
of Lender contained herein and that they will receive no further consideration for such release.


 


8.       Further
Assurance. Borrower and Guarantor agree in good faith to cooperate, adjust, initial, re-execute and redeliver any and all
documents including, but not limited to, any notes, loan documents, security agreements, financing statements, guarantees, deeds,
affidavits and closing statements if deemed necessary or desirable in the sole discretion of Lender in order to consummate or complete
the Loan transactions contemplated herein among Lender, Borrower and/or Guarantor, to correct errors, or to perfect Lender’s
liens or security interests.


 


9.       Miscellaneous.


 


(a)       An
Event of Default hereunder shall be an "Event of Default" under Section 8.1 of the Credit Agreement entitling Lender
to all of the remedies afforded Lender in Section 8.2 of the Credit Agreement.


 


(b)       This
Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict
of law principles.


 


(c)       Borrower,
Guarantor and Lender acknowledge that there are no other understandings, agreements or representations, either oral or written,
express or implied, with respect to the Loan that are not embodied in the Loan Documents and this Agreement, which collectively
represent a complete integration of all prior and contemporaneous agreements and understandings of Borrower, Guarantor and Lender
with respect to the Loan; and that all such prior understandings, agreements and representations are hereby modified as set forth
in this Agreement. Except as expressly modified hereby, the terms of the Loan Documents are and remain unmodified and in full force
and effect.


 






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(d)       This
Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors
and assigns. The paragraph and section headings used herein are for convenience only and shall not limit the substantive provisions
hereof. All words herein which are expressed in the neuter gender shall be deemed to include the masculine, feminine and neuter
genders. Any word herein which is expressed in the singular or plural shall be deemed, whenever appropriate in the context, to
include the plural and the singular.


 


(e)       Any
references to the Note, the Credit Agreement or the Loan Documents, contained in any of the Loan Documents shall be deemed to refer
to the Note, the Credit Agreement and the other Loan Documents as amended hereby. This Agreement shall be deemed a "Loan Document"
and accordingly, the definition of the term "Loan Documents" appearing in the Loan Documents is hereby amended to include,
in addition to the documents already covered thereby, this Agreement.


 


(f)       This
Agreement may be executed in one or more counterparts, all of which, when taken together, shall constitute one original Agreement.


 


(g)       Time
is of the essence of each of Borrower's obligations under this Agreement.


 


(h)       If
one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein or therein.


 


[SIGNATURE PAGE TO FOLLOW]


 




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[Signature Page to Third Modification
of Credit Agreement and Other Loan Documents]


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


 





	 	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	 
	 	 	 	 
	 	GUARANTOR:	 
	 	 	 	 
	 	JETPAY CORPORATION,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	By	 /s/Gregory M. Krzemien	 
	 	Name: 	Gregory M. Krzemien	 
	 	Its: 	Chief Financial Officer	 
	 	LENDER:	 
	 	 	 	 
	 	FIFTH THIRD BANK,	 
	 	an Ohio banking corporation	 
	 	 	 	 
	 	By	 /s/ Brian Holliday	 
	 	Name: 	Brian Holliday	 
	 	Its: 	Vice President	 







 


 



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