13D Filing: Flexpoint Fund Ii, L.p. and Jetpay Corp (NASDAQ:JTPY)

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(1) Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara Investment Partners, LLC, a Delaware limited liability company (Sundara), as described in Item 4 and footnote (4)
below.
(2) The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase
price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.36, which is subject to adjustment in certain circumstances.
(3) The calculation of the foregoing percentage is based on an aggregate of 28,258,391 shares of Common Stock outstanding, consisting of 15,588,984 shares of Common Stock outstanding as of March 21, 2017, plus an additional
12,669,407 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons.
(4) As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares
of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by
Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 4,279,703 shares of Common Stock.

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