NCR Voyix (VYX) SC TO-T Third party tender offer statement

Exhibit (a)(1)(D)

Offer to Purchase for Cash

All Outstanding Shares

of

JETPAY CORPORATION

at

$5.05 Per Share of Common Stock

$5.05 Per Share of Common Stock underlying each share of Series A Convertible Preferred Stock

$600 Per Share of SeriesA-1 and SeriesA-2 Convertible Preferred Stock

Pursuant to the Offer to Purchase

Dated November 2, 2018

by

ORWELL ACQUISITION CORPORATION

a wholly-owned subsidiary of

NCR CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. PHILADELPHIA, PENNSYLVANIA TIME ON DECEMBER 4, 2018, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “OFFER EXPIRATION TIME”).

November 2, 2018

To Brokers, Dealers, Banks, Trust Companies and Other Nominees:

Orwell Acquisition Corporation, a Delaware corporation (“Merger Sub”), has appointed Innisfree M&A Incorporated to act as Information Agent (the “Information Agent”) in connection with Merger Sub’s offer to purchase for cash:

(i) all outstanding shares of common stock, $0.001 par value per share (“Common Shares”), of JetPay Corporation (“JetPay” or the “Company”) at a price per share of $5.05 (such amount, or any other amount per Common Share paid pursuant to the Offer in accordance with the Merger Agreement, the “Common Share Offer Price”), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement;

(ii) any and all of the shares of Series A Convertible Preferred Stock issued and outstanding (each, a “Series A Preferred Share”) at a price per Series A Preferred Share equal to the greater of (A) the Series A Liquidation Value of such Series A Preferred Share and (B) the amount of proceeds that the holder of such Series A Preferred Share would receive if such Series A Preferred Share was converted into Common Shares pursuant to the Series A Certificate of Designation and such holder received the Common Share Offer Price for each Common Share issued upon such conversion (the greater of the foregoing clauses (A) and (B), or any other amount per Series A Preferred Share paid pursuant to the

Offer in accordance with the Merger Agreement, the “Series A Offer Price”), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger. The amount of proceeds that the holder of such Series A Preferred Share would receive if such Series A Preferred Share was converted into Common Shares pursuant to the Series A Certificate of Designation and such holder received the Common Share Offer Price for each Common Share issued upon such conversion exceeds the Series A Liquidation Value; accordingly, the Series A Offer Price equals $5.05 multiplied by the number of Common Shares underlying each Series A Preferred Share;

(iii) any and all shares of SeriesA-1 Convertible Preferred Stock issued and outstanding (each, a “SeriesA-1 Preferred Share”) at a price per SeriesA-1 Preferred Share equal to the greater of (A) the SeriesA-1 Liquidation Value of such SeriesA-1 Preferred Share and (B) the amount of proceeds that the holder of such SeriesA-1 Preferred Share would receive if such SeriesA-1 Preferred Share was converted into Common Shares pursuant to the SeriesA-1 Certificate of Designation and such holder received the Common Share Offer Price for each Common Share issued upon such conversion (the greater of the foregoing clauses (A) and (B), or any other amount per SeriesA-1 Preferred Share paid pursuant to the Offer in accordance with the Merger Agreement, the “SeriesA-1 Offer Price”), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. The SeriesA-1 Liquidation Value exceeds the amount of proceeds that the holder of such SeriesA-1 Preferred Share would receive if such share was converted into Common Shares pursuant to the applicable certificate of designation and such holder received the Common Share Offer Price for each Common Share issued upon such conversion; accordingly, the SeriesA-1 Offer Price equals $600 per SeriesA-1 Preferred Share; and

(iv) any and all shares of SeriesA-2 Convertible Preferred Stock issued and outstanding (each, a “SeriesA-2 Preferred Share” and, together with the Series A Preferred Shares and the SeriesA-1 Preferred Shares, the “Preferred Shares” and, together with the Common Shares, the “Shares”) at a price per SeriesA-2 Preferred Share equal to the greater of (A) the SeriesA-2 Liquidation Value of such SeriesA-2 Preferred Share and (B) the amount of proceeds that the holder of such SeriesA-2 Preferred Share would receive if such SeriesA-2 Preferred Share was converted into Common Shares pursuant to the SeriesA-2 Certificate of Designation and such holder received the Common Share Offer Price for each Common Share issued upon such conversion (the greater of the foregoing clauses (A) and (B), or any other amount per SeriesA-2 Preferred Share paid pursuant to the Offer in accordance with the Merger Agreement, the “SeriesA-2 Offer Price” and, together with the Common Share Offer Price, the Series A Offer Price and the SeriesA-1 Offer Price, the “Offer Prices”), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. The SeriesA-2 Liquidation Value exceeds the amount of proceeds that the holder of such SeriesA-2 Preferred Shares would receive if such share was converted into Common Shares pursuant to the applicable certificate of designation and such holder received the Common Share Offer Price for each Common Share issued upon such conversion; accordingly, the SeriesA-2 Offer Price equals $600 per SeriesA-2 Preferred Share,

in each case, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 2, 2018 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitutes the “Offer”).

The Merger Sub is a wholly-owned subsidiary of NCR Corporation, a Maryland corporation (“NCR”).

Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

Enclosed herewith are copies of the following documents:

1. the Offer to Purchase;

2. the Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;

3. a printed form of letter that may be sent to your clients for whose account you hold Shares registered in your name or in the name of a nominee, with space provided for obtaining the clients’ instructions with regard to the Offer;

4. JetPay’s Solicitation/Recommendation Statement on Schedule14D-9, dated November 2, 2018, which has been filed by JetPay with the U.S. Securities and Exchange Commission; and

5. a return envelope addressed to Equiniti Trust Company (the “Depositary”).

The Offer is not subject to a financing condition. The Offer is conditioned upon, among other things, (a) at the Offer Expiration Time (as extended), there shall have been validly tendered and “received” (as defined in Section 251(h)(6) of the Delaware General Corporation Law (the “DGCL”)), and not validly withdrawn, prior to the expiration of the Offer that number of Common Shares and Preferred Shares which, together with the Common Shares and Preferred Shares otherwise owned by Merger Sub or its affiliates, equals a majority of the voting power of the issued and outstanding Common Shares and Preferred Shares, (b) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated, (c) there not having occurred or discovered a data compromise after the date of the Merger Agreement involving more than 7,000,000 cards and causing at least $7,000,000 of direct damages, and (d) such other conditions as described in the Offer to Purchase. A full description of the conditions to the Offer is set forth in Section 14 of the Offer to Purchase.

We urge you to contact your clients promptly. Please note that the Offer and any withdrawal rights will expire at 11:59 p.m., Philadelphia, Pennsylvania time on December 4, 2018, unless the Offer is extended or earlier terminated.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of October 19, 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among NCR, Merger Sub and JetPay. The Merger Agreement provides, among other things, that as soon as practicable after the acquisition of Shares pursuant to the Offer and subject to the satisfaction or waiver of certain conditions, Merger Sub will be merged with and into JetPay (the “Merger”) without a vote of the stockholders of JetPay in accordance with Section 251(h) of the DGCL, with JetPay continuing as the surviving corporation in the Merger. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares (i) owned by JetPay as treasury stock or owned by NCR or Merger Sub, if any, which Shares will be cancelled and retired and will cease to exist or (ii) held by a holder who properly demands appraisal for such Common Shares in accordance with Section 262 of the DGCL) will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, payable to the holder thereon, equal to the Offer Price, upon the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Merger, JetPay will cease to be a publicly traded company and will become a wholly-owned subsidiary of NCR. For a description of the Merger Agreement, see Section 11 of the Offer to Purchase.

On October 19, 2018, the board of directors of Jetpay (i) approved and declared that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair and in the best interests of the stockholders of JetPay and JetPay, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in the Merger Agreement; and (iii) determined to recommend that the stockholders of JetPay accept the Offer and tender their shares to Merger Sub pursuant to the Offer.

For Shares to be properly tendered pursuant to the Offer and accepted for purchase by Merger Sub, Share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Offer to Purchase, either such Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) in lieu of a Letter of

Transmittal, and any other documents required by the Letter of Transmittal must be timely received by the Depositary prior to the Offer Expiration Time.Under no circumstances will interest be paid on the purchase price for the shares tendered, regardless of any extension of the Offer or any delay in making payment.

Tendering stockholders whose Shares are registered in their own names and who tender their Shares directly to the Depositary in the Offer will not be obligated to pay brokerage fees or commissions, or, except as otherwise provided in the Letter of Transmittal, stock transfer taxes with respect to the sale of Shares pursuant to the Offer. You will be reimbursed by Merger Sub upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your customers.

Questions and requests for additional copies of the enclosed materials may be directed to us as Information Agent at the address and telephone number set forth below and on the back cover of the enclosed Offer to Purchase.

Very truly yours,

Innisfree M&A Incorporated

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF NCR, MERGER SUB, THE DEPOSITARY OR THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue

20th Floor

New York, NY 10022

Stockholders Call Toll Free (888)750-5834

Banks and Brokers Call (212)750-5833