Exhibit 10.01







 





TO THE EXTENT THAT THIS SECURED PROMISSORY
NOTE IS CONSIDERED TO BE A SECURITY, THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.





 


AMENDED
AND RESTATED SECURED PROMISSORY NOTE 


 


	$_____________ 	Date: November 30, 2015















For
Value Received, eVance Processing Inc.,
a Delaware corporation (the “Borrower” or the “Company”), hereby promises to pay to the
order of____________, a __________ (the “Lender”), whose address is ____________________, in lawful money of
the United States of America and in immediately available funds, the principal sum of $_________ (the “Loan”),
together with accrued and unpaid interest thereon, payable on the dates and in the manner set forth below.


 


This Amended and Restated
Secured Promissory Note (this “Note”) is executed and delivered in connection with that certain Amended and
Restated Loan and Security Agreement by and between the Borrower and the Lender, dated November 30, 2015, but effective 11:59 p.m.,
New York time, on November 30, 2015, incorporated herein by reference (the “Loan Agreement”), and is entitled
to the benefits of and is subject to the terms contained in the Loan Agreement. Capitalized terms not herein defined shall have
the meaning set forth in the Loan Agreement. This Note evidences the assumption by the Borrower of the obligation to pay a promissory
note of $_________ dated November 30, 2015, made by Calpian, Inc., a Texas corporation (“Calpian”), to Lender
(the “Original Note”). The Original Note has been replaced concurrently herewith by this Note and with an unconditional
payment guaranty from Calpian in favor of Lender, and, as such, the Original Note is deemed to be of no further force or effect.
It is one of a series of seven (7) secured promissory notes that are the subject of, described in, and secured by, the Loan Agreement.


 


1.       Principal Repayment.
The outstanding principal amount of the Loan shall be payable on November 30, 2016 (“Maturity Date”), subject
to the terms and limitations hereunder. The Borrower may from time to time and at any time prepay, without premium or penalty,
this Note in whole or in part, including any unpaid interest accrued on the amount to be prepaid, at any time prior to the Maturity
Date without the written consent of the Lender, at the Borrower’s sole discretion (a “Prepayment”).


 


2.       Interest Rate. The
Borrower further promises to pay interest on the sum of the unpaid principal balance of the Loan outstanding, from the date of
this Note until all such principal amounts shall have been repaid in full. Interest shall be payable monthly at the Applicable
Rate, as defined below, and shall be calculated on the basis of a 360-day year (“Interest”). During the first
month and continuing through the seventh month from the date hereof, Interest shall accrue at a rate of 12% per annum; during the
eighth month from the date hereof, Interest shall accrue at a rate of 13% per annum; during the ninth month from the date hereof,
Interest shall accrue at rate of 14% per annum; during the tenth month from the date hereof, Interest shall accrue at a rate of
15% per annum; during the eleventh month from the date hereof, Interest shall accrue at a rate of 16% per annum; and during the
twelfth month, Interest shall accrue at a rate of 17% per annum (each month’s Interest rate, an “Applicable Rate”).
Interest shall be due and payable in monthly installments on or before the 5th calendar day of December 2015 and on
the 5th day of each ensuing month, with any remaining amounts payable on the Maturity Date.


 



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3.       Place of Payment.
All amounts of Interest and principal payable hereunder shall be payable to the Lender by check delivered to the address specified
above or to such bank with wire transfer directions as provided by the Lender.


 


4.       Application of Payments.
Any payments on this Note shall be applied first to accrued Interest, and thereafter to the outstanding principal balance hereof.


 


5.       Secured Obligation.
Subject to and pursuant to the terms of the Loan Agreement, the Borrower has granted to the Lender a first priority lien and
security interest in, to and under certain assets of the Borrower. The Borrower and the Lender agree that the security interest
granted in connection with this Note shall be governed by the Loan Agreement. In the event of a conflict between this Note and
the Loan Agreement, the parties agree that the Loan Agreement shall control.


 


6.        Events of Default
and Remedies. Events of Default and Remedies shall be governed by and pursuant to the terms of the Loan Agreement. The
Borrower and the Lender agree that the Events of Default and Remedies in connection with this Note shall be governed by the Loan
Agreement. In the event of a conflict between this Note and the Loan Agreement, the parties agree that the Loan Agreement shall
control.


 


7.       Unconditional
Obligation; No Offset. The Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation
of the Borrower not subject to offset, deduction or counterclaim of any kind. The Borrower hereby waives any rights of offset it
now has or may have hereafter against the Lender, its successors and assigns, and agrees to make the payments of principal or Interest
called for herein in accordance with the terms of this Note.


 


8.        Indemnity and
Expenses. The Borrower agrees:


 


(a)       
To indemnify and hold harmless the holder of this Note and each of its partners, employees, agents and affiliates (the “Indemnified
Parties”) from and against any and all claims, damages, demands, losses, obligations, judgments suits, actions, threats
and liabilities (including, without limitation, attorneys’ fees and expenses) (collectively, “Damages”)
in any way arising out of or in connection with this Note; provided, that the Borrower shall not be required to indemnify
and hold harmless the Indemnified Parties to the extent such Damages arise out of or result from (i) any Indemnified Party’s
gross negligence or willful misconduct or (ii) any breach of this Note or the Loan Agreement by the Lender or the holder of this
Note.


 


(b)      
To pay and reimburse the holder of this Note upon demand for all costs and expenses (including, without limitation, attorneys’
fees and expenses) that the holder of this Note may incur in connection with (i) the exercise or enforcement of any rights or remedies
(including, but not limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise),
or (ii) the failure by the Borrower to perform or observe any of the provisions hereof. The provisions of this Section 8
shall survive the execution and delivery of this Note, the repayment of any or all of the principal or Interest owed pursuant hereto,
and the termination of this Note.


 



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9.       Due
Authorization. The Borrower has the full power and authority to execute and deliver this Note and to consummate
the transactions contemplated on its part hereby and thereby. The execution, delivery (or filing or adoption, as the case may be),
and performance by the Borrower of this Note have been duly authorized by the Borrower. This Note is a valid and binding agreement
of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy, insolvency and
other laws affecting the enforcement of creditors’ rights generally and by equitable principles in any action (legal or equitable)
and by public policy.


 


10.     Modification. This
Note is being issued as one of a series of seven (7) promissory notes issued by the Borrower, as described in the Loan Agreement.
The terms of this Note (including, without limitation, the Maturity Date, and the rate of Interest) may be waived or modified only
in writing, signed by the Borrower and the Lender.


 


11.    
Assignments. Subject to the provisions set forth in the Loan Agreement, the Borrower may not assign this Note
without the prior written consent of the Lender.


 


12.     Governing Law.
This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, excluding conflict
of laws principles that would cause the application of laws of any other jurisdiction. Any action brought to enforce or
interpret this Note shall be brought in the courts located in Dallas County, Texas.


 


13.      No Usury.
It is expressly stipulated and agreed to be the intent of the Borrower and the Lender at all times to comply with applicable state
law or applicable United States federal law (to the extent that it permits the Lender to contract for, charge, take, reserve, or
receive a greater amount of Interest than under state law) and that this Section 13 shall control every other covenant and
agreement in this Note and the Loan Agreement. If applicable state or federal law should at any time be judicially interpreted
so as to render usurious any amount called for under this Note or under the Loan Agreement, or contracted for, charged, taken,
reserved, or received with respect to the Loan, or if the Lender’s exercise of the option to accelerate the Maturity Date,
or if any Prepayment by the Borrower results in the Borrower having paid any Interest in excess of that permitted by applicable
law, then it is the Lender’s express intent that all excess amounts theretofore collected by the Lender shall be credited
on the principal balance of this Note and all other indebtedness and the provisions of this Note and the Loan Agreement shall immediately
be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution
of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise
called for hereunder or thereunder. All sums paid or agreed to be paid to the Lender for the use, forbearance, or detention of
the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated
term of the Loan until payment in full so that the rate or amount of Interest on account of the Loan does not exceed the maximum
lawful rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.


 


14.Transfers, Successors
and Assigns. The provisions of this Note shall inure to the benefit of and be binding on any successor to the Borrower
and shall extend to any holder hereof.


 


 


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IN WITNESS WHEREOF, the Borrower has
duly executed this Amended and Restated Secured Promissory Note as of the date first written above.


 


BORROWER:


eVance Processing Inc.





By: _____________________________ 


Name: Thomas A. Hyde, Jr.


Title: President


 


 




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