The Secured Notes Clause Samples

The Secured Notes. Upon execution of the Agreement, JetPay Corp. shall execute and deliver to Merrick two notes, one in the principal amount of $5,000,000 in the form, and with the payment terms, set forth on Exhibit A hereto (the “5MM Note”); and one in the principal amount of $3,850,000 in the form, and with the payment terms, set forth on Exhibit B hereto (the “3.85MM Note,” and, collectively with the 5MM Note, the “Notes”). The JetPay Entities represent and agree that the Notes (Exhibit A and B) are enforceable in all respects, and that the JetPay Entities hereby additionally waive any objection, claim or right that they may otherwise have to challenge the enforceability or validity of the Notes. JetPay Corp.’s obligations under the Notes are secured by the 3,333,333 shares of JetPay Corp. common stock currently held in escrow pursuant to the Escrow Agreement (the “Escrow Shares”). The Notes will be subject to the following mandatory prepayment terms: i. Any sale of the Escrow Shares shall be made on an arm’s-length basis and if to an affiliate of any of the JetPay Entities, shall be at a price and upon other terms equivalent to those of an arm’s-length sale to an unaffiliated third party buyer; and if the purchase price in any sale of the Escrow Shares is less than 90% of the most recently listed price per share on the NASDAQ Stock Market, then such sale shall be subject to the prior approval of Merrick. If there is a sale or sales of some, but not all, of the Escrow Shares, the JetPay Entities agree to execute and deliver to the Escrow Agent, as set forth in paragraph 2(a) of the Escrow Agreement, certificates representing the number of Escrow Shares intended to remain in escrow after such partial sale or sales together with stock powers for such shares. With respect to the $5MM Note, upon M▇▇▇▇▇▇’▇ receipt of net payment from any bona fide purchasers for any of the Escrow Shares (the “Escrow Shares Sale Proceeds”), Merrick and the relevant JetPay Entities shall direct the escrow agent to release the purchased Escrow Shares from escrow in accordance with the “Direction Letter” procedures set forth in paragraph 4(i) of the Escrow Agreement. Any net Escrow Shares Sale Proceeds will reduce, dollar for dollar, the outstanding balance under the $5MM Note, applied first to accrued interest if any, and then to principal. If the Escrow Shares Sale Proceeds exceed the amounts due Merrick under the $5MM Note, the amount of such excess shall be deposited with the Escrow Agent to ...

The Secured Notes. Section 2.01 Form and Dating; Terms 61 Section 2.02 Execution and Authentication 62 Section 2.03 Registrar and Paying Agent 63 Section 2.04 Paying Agent to Hold Money in Trust 64 Section 2.05 Holder Lists 64 Section 2.06 Transfer and Exchange 64 Section 2.07 Replacement Notes 75 Section 2.08 Outstanding Secured Notes 76 Section 2.09 Treasury Notes 76 Section 2.10 Temporary Notes 76 Section 2.11 Cancellation 77 Section 2.12 Defaulted Interest 77 Section 2.13 CUSIP Numbers 77

The Secured Notes. 18 Section 2.01. Sale and Purchase of Secured Notes....................................................18 Section 2.02. Registration of Secured Notes.........................................................18 Section 2.03. Transfer and Exchange of Secured Notes................................................19 Section 2.04. Replacement of Secured Notes..........................................................20 Section 2.05. Payments on Secured Notes...........................................................

The Secured Notes. 6 SECTION 2.01. Secured Notes....................................................................................... 6 SECTION 2.02. Payments from Indenture Estate Only................................................................. 7 SECTION 2.03.

The Secured Notes. On the terms and subject to the conditions hereof, the Borrower has authorized and agreed to issue and sell to the Purchasers, in the respective principal amounts set forth in the schedule of Purchasers attached hereto in Schedule 1 (the "Schedule of Purchasers"), the Borrower's Secured Promissory Notes, due January 15, 2012 (the "Maturity Date"), in the original aggregate principal amount of $6,500,000. The Secured Notes will be substantially in the form set forth in Exhibit A hereto.

The Secured Notes