Exhibit 10.3


 


NOTE REGARDING FLORIDA DOCUMENTARY
STAMP TAX: THIS PROMISSORY NOTE: (a) IS NOT SECURED BY AN INTEREST IN FLORIDA REAL PROPERTY; AND (b) HAS BEEN EXECUTED AND
DELIVERED BY BORROWER TO LENDER OUTSIDE OF THE TERRITORIAL LIMITS OF THE STATE OF FLORIDA AND THEREFORE NO DOCUMENTARY STAMP TAX
IS DUE HEREON.


 





$500,000.00


 


REVOLVING
promissory NOTE


 


THIS REVOLVING PROMISSORY
NOTE (this “Note”) is made as of June 2, 2016 (the “Effective Date”) in the principal
amount Five Hundred Thousand and No/100 Dollars ($500,000.00).


 


Recitals


 


A.            This
Note is made by CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company (“Borrower”),
having an address of 1175 Lancaster Ave., Suite 200, Berwyn, PA 19312, 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, Hillsborough County, Florida 33602, pursuant to the terms and conditions set forth in that
certain Credit Agreement dated as of the Effective Date by and between Borrower and Lender (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, among other items, by that certain Security Agreement dated of even date herewith by and between Borrower and
Lender (the “Security Agreement”), encumbering certain interests in personal property as more particularly described
therein (the “Property”) (the Note, the Security Agreement, the Credit 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.


 


A.           Maturity
Date. Borrower hereby promises to pay to the order of Lender the principal sum of Five Hundred Thousand and No/100 Dollars
($500,000.00), or so much thereof as may be outstanding hereunder, in lawful money of the United States of America on or before
the earlier of June 2, 2017 (the “Maturity Date”) or upon acceleration of the Note, together with interest thereon
at the rate or rates hereinbelow set forth.


 






     


     


    

 


B.           Interest
Rate. Interest on the Loan shall accrue on the outstanding principal balance of this Note from the date of the initial disbursement
through the Maturity Date. Commencing on the first day of July, 2016 and on the first day of each successive month thereafter (subject
to earlier prepayment as provided in Section 8 hereof), until the Loan has been fully paid and satisfied in cash, Borrower
shall make payments to Lender of accrued interest.


 


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 Security Agreement.


 


A.           “Adjusted
LIBOR Rate” shall mean a rate per annum equal to two percent (2.00%) plus the LIBOR Rate for such Interest Period.


 


B.           “Business
Day” shall mean: any day other than a Saturday, Sunday, federal holiday or other day on which the New York Stock Exchange
is regularly closed. (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, as set forth in 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.


 


C.           
“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.


 


D.           “Default
Rate” as defined in Section 5 hereof.


 


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
9.A. 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.


 


F.           “Interest
Period” shall mean a period of one month, at Borrower's election, which period shall commence on a Business Day selected
by Borrower subject to the terms of this Note and shall be determined by Lender in accordance with this Note and Lender’s
loan systems and procedures periodically in effect, including, without limitation, in accordance with the following terms and conditions,
as applicable:


 






     


     


    

 


(a)          In
the case of immediately successive Interest Periods with respect to a continued LIBOR Rate Loan, each successive Interest Period
shall commence on the day on which the immediately preceding Interest Period expires, with interest for such day to be calculated
based upon the LIBOR Rate in effect for the new Interest Period;


 


(b)          If
a Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next succeeding
Business Day; provided that, if the next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately
preceding Business Day; and


 


(c)          If
any Interest Period begins on a Business Day for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period, then the Interest Period shall end on the last Business Day of the calendar month ending at the end of
such Interest Period.


 


G.           “Interest
Rate” shall mean the Adjusted LIBOR Rate for the applicable Interest Period.


 


H.           “LIBOR
Rate” shall mean, for the Interest Period applicable thereto in accordance with this Note, the rate of interest (rounded
upwards to the next 1/8th of one percent (1%) and adjusted by Lender for reserves if Lender is required to maintain reserves with
respect to the Loan (or portion thereof)) fixed by the ICE Benchmark Administration Limited (or any successor thereto, or replacement
thereof, as approved by Lender each an “Alternate LIBOR Source”) at approximately 11:00 a.m., London, England
time (or at the relevant time established by an Alternate LIBOR Source or by Lender), two Business Days prior to the commencement
of the requested Interest Period, relating to quotations for the one month London Interbank Offered Rate, as selected by Borrower
in accordance with this Note, on U.S. Dollar deposits, as displayed by Bloomberg LP (or any successor thereto, or replacement thereof,
as approved by Lender, each an “Approved Bloomberg Successor”), all as determined by Lender in accordance with
this Note and Lender’s loan systems and procedures periodically in effect. If the LIBOR Rate is no longer displayed on Bloomberg
LP (or any Approved Bloomberg Successor), the LIBOR Rate shall be determined in good faith by Lender from such other 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 (as defined in the Credit Agreement) with Lender is then in effect with
respect to all or a portion of the obligations of Borrower under this Note (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 final, binding and conclusive in the absence
of manifest error.


 






     


     


    

 


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 this Note shall be payable for the day a disbursement of proceeds of the Loan
is made. Regularly scheduled payments of interest on 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.             Payment
Terms. 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.


 


5.             Late
Payments; Default Rate; Fees. If any payment is not paid within ten (10) days of when 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 five percentage points (5.00%) (the “Default Rate”) for the
period of time the default is continuing. Lender may impose a non-sufficient funds fee for any check that is presented for payment
that is returned for any reason.


 


6.             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 Interest 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.


 


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.


 






     


     


    

 


8.             Revolving
Loan. Provided that no Default or Event of Default under this Note or any of the other Loan Documents has occurred
and is continuing, any portion of the principal balance of this Note which is repaid may be reborrowed by Borrower prior to the
Maturity Date.  There shall be no prepayment penalty or premium.


 


9.            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 five (5) days after the date when due, (b) the failure
by Borrower to pay any other amount payable to Lender under this Note within five (5) days after the date when any such payment
is due in accordance with the terms hereof or thereof, (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.


 


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.


 






     


     


    

 


10.           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.


 


11.           Waiver.
Borrower, and each surety 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.


 


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


 


13.           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 inverse chronological order of
maturity. Any payments and other amounts owing under this Note shall be made at Lender’s address above unless otherwise designated
by Lender in writing.


 


14.           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.


 


E.           If
this Note is executed by more than one party as Borrower, 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.


 






     


     


    

 


15.           Choice
of Laws. This Note shall be governed by and construed in accordance with the laws of the State of Florida.


 


16.           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.


 


17.           JURISDICTION
AND VENUE. BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY
OUT OF THIS NOTE SHALL BE LITIGATED IN THE CIRCUIT COURT OF HILLSBOROUGH COUNTY, FLORIDA, 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. BORROWER WAIVES ANY CLAIM THAT HILLSBOROUGH COUNTY, FLORIDA 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, 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.


 


18.           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.


 


19.           BillPayer
2000. 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 BillPayer 2000®. Borrower acknowledges and agrees that use of BillPayer 2000®
shall be governed by the BillPayer 2000® Terms and Conditions, a copy of which Borrower acknowledges receipt. Borrower further
acknowledges and agrees to maintain payments hereunder through BillPayer 2000® throughout the term of this Note. If BillPayer
2000® is cancelled at any time, Borrower may be required to pay Lender the then current amount of the difference between the
Lender’s customary Note Processing Fee and the discounted Note Processing Fee received by Borrower in consideration of its
use of BillPayer 2000®.


 






     


     


    

 


20.         Amended
and Restated. This Note amends, replaces and supersedes that certain Revolving Note dated October 24, 2014, in the original
principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) executed by Borrower in favor of Lender, as amended
pursuant to that certain Amendment to Revolving Note dated October 1, 2015, executed by Borrower in favor of Lender (the “Prior
Note”). It is the intention of the 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. Should there be any conflict between any of the terms of the Prior Note and the
terms of this Note, the terms of this Note shall control.


 


[Remainder
of page INTENTIONALLY LEFT blank; signature PAGE FOLLOWS]


 




     


     


    

 


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


 


	 	BORROWER:
	 	 
	 	CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company 
	 	 
	 	By:	/s/ Peter B. Davidson
	 	Name: 	Peter B. Davidson
	 	Title:	Vice Chairman and Corporate Secretary of JetPay
Corporation, the sole member of CSI Acquisition Sub One, LLC