Contract analysis

Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. (a) "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common

Section 2.1 *Non-Competition Covenant.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or as an officer, director, employee, consultant, partner, member, manager, agent, stockholder, investor, lender, or in any other capacity whatsoever: (a) engage in, own, manage, operate, control, finance, or participate in the ownership, management, operation, control, or

Section 2.2 *Permitted Activities; Exceptions.* Notwithstanding anything in Section 2.1 to the contrary, the following activities shall not constitute a violation of this Article II: (a) Passive Investments. The ownership, solely as a passive investment, of not more than two percent (2%) of the outstanding equity securities of any class of any corporation or other entity that is listed on a national securities exchan

ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS

Section 3.1 *Non-Solicitation of Employees.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, recruit, hire, employ, engage, encourage, or induce, or attempt to solicit, recruit, hire, employ, engage, encourage, or induce, any Covered Employee to (a) leave, terminate, or otherwise cease or reduce the scope of the

Section 3.2 *Non-Solicitation of Independent Contractors.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, recruit, engage, or induce, or attempt to solicit, recruit, engage, or induce, any independent contractor or consultant of the Company or any of its subsidiaries to (a) terminate, reduce, or materially alte

Section 3.3 *Exceptions.* Notwithstanding anything in Section 3.1 or Section 3.2 to the contrary: (a) General Solicitations. General solicitations for employment through advertisements, job boards, recruiting websites, social media postings, or similar means that are not specifically directed at or targeted toward Covered Employees or independent contractors or consultants of the Company or its subsidiaries shall not

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND BUSINESS RELATIONSHIPS

Section 4.1 *Non-Solicitation of Customers.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, call upon, contact, divert, or take away, or attempt to solicit, call upon, contact, divert, or take away, any Covered Customer for the purpose of providing or offering to provide products or services that are competitiv

Section 4.2 *Non-Interference with Business Relationships.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, induce or encourage, or attempt to induce or encourage, any Covered Customer, Covered Supplier/Vendor, or other material business partner of the Company or any of its subsidiaries to (a) cease doing business with t

Section 5.1 *Non-Disclosure Obligation.* The Restricted Party shall not, at any time during or after the Restricted Period (and the obligations of this Article V shall survive in perpetuity), directly or indirectly, use (other than for the benefit of the Company), disclose, publish, disseminate, transfer, or otherwise make available any Confidential Information to any Person, except: (a) as required in the faithful p

Section 5.2 *Return of Materials.* Upon the Closing Date (or, if later, upon the termination of any continued employment of the Restricted Party with the Company or any of its subsidiaries for any reason), the Restricted Party shall promptly (and in no event later than five (5) business days following such date) return to the Company all documents, records, files, data, notebooks, correspondence, software, devices, e

Section 5.3 *Defend Trade Secrets Act Notice.* Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Restricted Party is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly,

ARTICLE VI — NON-DISPARAGEMENT

Section 6.1 *Mutual Non-Disparagement.* (a) The Restricted Party shall not, directly or indirectly, whether in public or in private, make, publish, or communicate any statement, whether written or oral, or cause, encourage, or facilitate any other Person to make, publish, or communicate any statement, that disparages, denigrates, defames, or casts in an unfavorable light the Company, Parent, their respective Affiliat

Section 7.1 *Acknowledgment of Consideration.* The Restricted Party acknowledges and agrees that this Agreement is entered into in connection with, and as a material condition to, the consummation of the Merger and the transactions contemplated by the Merger Agreement. The Restricted Party further acknowledges and agrees that the following, individually and collectively, constitutes good, valuable, and sufficient con

Section 8.1 *Irreparable Harm; Equitable Relief.* The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the covenants or obligations set forth in Articles II, III, IV, V, or VI of this Agreement would cause irreparable harm to the Company and Parent that cannot be adequately compensated by monetary damages alone. Accordingly, in the event of any such breach or threatened breach, th

Section 8.2 *Extension of Restricted Period.* If the Restricted Party breaches any provision of Article II, Article III, or Article IV of this Agreement, the Restricted Period shall be automatically extended by a period of time equal to the length of time during which such breach continues, so that the Company and Parent receive the full benefit of the Restricted Period. The determination of the commencement and dura

Section 8.3 *Cumulative Remedies.* All rights and remedies of the Company and Parent under this Agreement are cumulative and are in addition to, and not in lieu of or exclusive of, any other rights or remedies available to the Company and Parent at law, in equity, by statute, or otherwise. The exercise of any one remedy by the Company or Parent shall not preclude or waive the right to exercise any other remedy.

Section 8.4 *Forfeiture; Clawback.* In the event of a material breach of any provision of this Agreement by the Restricted Party, in addition to any other remedies available hereunder or at law or in equity, the Company and Parent shall have the right, to the extent permitted by applicable law, to (a) recover from the Restricted Party any and all damages, losses, costs, and expenses (including reasonable attorneys' f

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 *Representations and Warranties of the Restricted Party.* The Restricted Party hereby represents and warrants to the Company and Parent as follows: (a) Capacity and Authority. The Restricted Party has full legal capacity and authority to enter into this Agreement and to perform the obligations contemplated hereby. The execution and delivery of this Agreement by the Restricted Party, and the performance by

ARTICLE X — GENERAL PROVISIONS

Section 10.1 *Term.* This Agreement shall become effective as of the Closing Date (July 22, 2025). The covenants and obligations set forth in Article II (Non-Competition), Article III (Non-Solicitation of Employees and Contractors), and Article IV (Non-Solicitation of Customers and Business Relationships) shall remain in full force and effect during the Restricted Period (through July 22, 2028, subject to extension a

Section 10.2 *Governing Law.* This Agreement, and all claims, causes of action, disputes, or controversies arising out of or relating to this Agreement or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of, or related to any tort or any representation or warranty made in or in connection with this Agreement), shall be governed by and construed in accordance with th

Section 10.3 *Jurisdiction and Venue.* Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor

Section 10.4 *Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMI

Section 10.5 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. If any such term, provision, covenant, or restric

Section 10.6 *Assignment.* The Restricted Party may not assign, delegate, or otherwise transfer this Agreement or any of her rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company and Parent. Any purported assignment, delegation, or transfer in violation of this Section 10.6 shall be null and void and of no force or effect. The

Section 10.7 *Notices.* All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with confirmation of transmission), (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capa

Section 10.8 *Entire Agreement.* This Agreement, together with the Merger Agreement, the Rollover Agreement, and the other transaction documents referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and discussions, whether written or oral, among

Section 10.9 *Amendments; Waiver.* No amendment, modification, or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and s

Section 10.10 *Third-Party Beneficiaries.* Except as expressly provided in this Section 10.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstan

Section 10.11 *Counterparts.* This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the or

Section 10.12 *Construction.* The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement: (a) the word "including" (and variations thereof) means "including without limitation" and shall not be construed to

Section 10.13 *Survival.* All provisions of this Agreement that by their nature or terms are intended to survive the expiration of the Restricted Period or the termination of this Agreement shall so survive, including without limitation Article V (Confidentiality), Article VI (Non-Disparagement), Article VII (Consideration), Article VIII (Remedies), Article IX (Representations and Warranties), and this Article X (Gen

1. Cloud-Native Payments Processing Platform. The development, operation, maintenance, enhancement, marketing, licensing, and sale of cloud-native (or cloud-based) payments processing platforms and related infrastructure, including software-as-a-service (SaaS) platforms, payment processing engines, transaction routing and switching technology, tokenization services, and related application programming interfaces (API

2. Merchant Acquiring Services (Mid-Market and Enterprise). The provision of merchant acquiring services to mid-market and enterprise merchants, including the underwriting, onboarding, boarding, and servicing of merchant accounts; the processing of credit card, debit card, and alternative payment method transactions on behalf of merchants; the settlement of funds to merchant accounts; and the provision of related mer

3. Payment Gateway Technology. The development, operation, maintenance, enhancement, marketing, licensing, and sale of payment gateway technology, including the legacy PayStream Gateway technology acquired by the Company in 2021 through its acquisition of PayStream Gateway LLC. This business line encompasses the provision of secure payment gateway services that connect merchants, payment processors, acquiring banks,

4. Fraud Detection and Analytics SaaS Products. The development, operation, maintenance, enhancement, marketing, licensing, and sale of fraud detection and analytics products and services for the payments industry, including machine-learning-based fraud detection algorithms, real-time transaction monitoring, risk scoring and decisioning engines, chargeback management tools, and data analytics dashboards. This busines

5. Interchange-Plus Processing Fee Services. The provision of interchange-plus pricing models and related processing fee services to merchants, including the transparent pass-through of interchange fees, assessment fees, and network fees, together with the Company's processing margin.

6. SaaS Subscription Analytics Dashboard Services. The development, operation, and licensing of SaaS-based analytics dashboards and reporting tools that provide merchants and other customers with insights into their payment processing data, transaction volumes, revenue metrics, customer behavior analytics, and related key performance indicators.

7. Gateway Transaction Fee Services. The provision of payment gateway transaction processing services on a per-transaction fee basis, including the routing and processing of e-commerce, mobile commerce, and omnichannel payment transactions through the Company's gateway infrastructure.

8. Related Financial Technology Services in Payments Infrastructure. Any other financial technology products, services, or activities in the payments infrastructure space in which the Company or any of its subsidiaries (including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) are engaged as of the Closing Date or were engaged at