JTPY Jetpay Corp. (delisted)

As previously disclosed, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), dated October 19, 2018, with NCR Corporation, a Maryland corporation (“ Parent ”), and Orwell Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on November 2, 2018, Merger Sub commenced a cash tender offer (the “ Offer ”) to purchase (i) all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “ Common Shares ”), at a purchase price of $5.05 per share (the “ Common Share Offer Price ”), (ii) all of the issued and outstanding Series A Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred Shares ”), at a price per Series A Preferred Share equal to $5.05 for each underlying Common Share (the “ Series A Offer Price ”) , (iii) all of the issued and outstanding Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “ Series A-1 Preferred Shares ”), at a price per Series A-1 Preferred Share equal to $600 (the “ Series A-1 Offer Price ”), and (iv) all of the issued and outstanding Series A-2 Convertible Preferred Stock, par value $0.001 (the “ Series A-2 Preferred Shares ” and, together with the Series A Preferred Shares and Series A-1 Preferred Shares, the “ Preferred Shares ”), at a price per Series A-2 Preferred Share equal to $600.

The Offer and withdrawal rights expired as scheduled at 11:59 p.m., Philadelphia, Pennsylvania time on Tuesday, December 4, 2018 (the “ Expiration Date ”). Based on information provided to the Company by Equiniti Trust Company, the depositary for the Offer, as of the expiration of the Offer, a total of 13,996,813 Common Shares, 133,333 Series A Preferred Shares and 9,000 Series A-1 Preferred Shares were validly tendered and not validly withdrawn pursuant to the Offer (not including 1,212,577 Common Shares tendered pursuant to notices of guaranteed delivery), representing approximately 94% of the then issued and outstanding Common Shares on a fully diluted basis. There were no Series A-2 Preferred Shares outstanding as of the Expiration Date. With the Minimum Tender Condition and all other Offer Conditions (each as defined in the Merger Agreement) having been satisfied, Merger Sub accepted for payment all Common Shares and Preferred Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

On December 6, 2018, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (as amended, the “ DGCL ”), Merger Sub merged with and into the Company with the Company being the surviving corporation (the “ Merger ”). Upon completion of the Merger, the Company became a direct wholly owned subsidiary of Parent.

At the effective time of the Merger (the “ Effective Time ”) and pursuant to the terms and conditions of the Merger Agreement, each Common Share and Preferred Share issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Common Share Offer Price, the Series A Offer Price or the Series A-1 Offer Price, as applicable, without interest, except for Common Shares and Preferred Shares held by the Company (including Common Shares held by the Company as treasury stock), Parent, or any of their respective subsidiaries or Common Shares with respect to which appraisal rights have been properly and validly perfected pursuant to Section 262 of the DGCL. As a result of the closing of the Merger, the Common Shares will no longer be listed on the Nasdaq Capital Market (“ Nasdaq ”).

Immediately prior to the Effective Time and pursuant to the terms and conditions of the Merger Agreement, each outstanding Company Option that is unvested shall become fully vested, and each Company Option that is then outstanding, automatically and without any action required on the part of the holder thereof, was cancelled in exchange for the right of the holder thereof to receive, without interest, an amount in cash, equal to the product of (x) the total number of Common Shares underlying the Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Merger Consideration (as defined in the Merger Agreement) over the per-share exercise price of such Company Option, less applicable tax withholdings; provided, that each Company Option with a per-share exercise price equal to or greater than the Merger Consideration was cancelled with no payment due to the holder thereof.

The foregoing summary description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on October 22, 2018, which is incorporated herein by reference.