MERGER AGREEMENT AND OTHER COVENANTS

among, on one side,

EVERTEC BRASIL INFORMÁTICA S.A.

and, on the other side,

SINQIA S.A.

and, as intervening consenting parties,

KEY SHAREHOLDERS

EVERTEC INC.

July 20, 2023

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US-DOCS143563185.4

MERGER AGREEMENT AND OTHER COVENANTS

This Merger Agreement and Other Covenants ("Agreement") is entered by and among:

  1. EVERTEC BRASIL INFORMÁTICA S.A., a closed company incorporated and existing in accordance with the laws of the Federative Republic of Brazil, enrolled with CNPJ under No. 06.187.556/0001-15, with head offices in the City of São Paulo, State of São Paulo, at Alameda Lorena, 638, 3rd floor, suites 31 and 32, Jardim Paulista, CEP 01424-002, herein represented in accordance with its bylaws ("Evertec BR");
  2. SINQIA S.A., a publicly held company incorporated and existing in accordance with the laws of the Federative Republic of Brazil, enrolled with CNPJ under No. 04.065.791/0001-99, with head offices in the City of São Paulo, State of São Paulo, at Rua Bela Cintra, No. 755, 7th floor, Consolação, CEP 01415-003, herein represented in accordance with its bylaws ("Sinqia");

Evertec BR and Sinqia are hereinafter jointly referred to as "Parties" and, individually and without distinction, as "Party",

And, as intervening and consenting parties

  1. ANTONIO LUCIANO DE CAMARGO FILHO, Brazilian, business manager, enrolled with the CPF under No. 060.171.578-09, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("Antonio");
  2. BERNARDO FRANCISCO PEREIRA GOMES, Brazilian, engineer, enrolled with the CPF under No. 103.914.268-00, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("Bernardo");
  3. HIX CAPITAL SPO III FUNDO DE INVESTIMENTO DE AÇÕES, an investment fund, registered with the CNPJ under No. 22.232.876/0001-04, HIX AUSTRAL FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 31.247.756/0001-63, CLIQUE J FUNDO DE INVESTIMENTOS EM AÇÕES, an investment fund, registered with the CNPJ under No. 32.355.797/0001-36, DUO HIX CAPITAL FUNDO DE INVESTIMENTO DE AÇÕES, an investment fund, registered with the CNPJ under No. 25.401.595/0001-18, HIX CAPITAL 051 FUNDO DE INVESTIMENTO DE AÇÕES, an investment fund, registered with the CNPJ under No. 42.870.920/0001-00, HIX CAPITAL LONG TERM EWM FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 35.956.684/0001-84, HIX CAPITAL LONG TERM FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 36.327.192/0001-92, HIX CAPITAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 28.767.201/0001-38, HIX CAPITAL INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 35.939.458/0001-95, HIX PREV 100 MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, an investment fund, registered with the CNPJ under No. 32.760.223/0001-43, HIX PREV II MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, an investment fund, registered with the CNPJ under No. 41.035.308/0001-50,

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HIX PREV III MASTER FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 43.508.285/0001-89, HIX PREV IV MASTER FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 45.664.316/0001-16, HIX CAPITAL HS FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 46.040.912/0001-98, HIX CAPITAL FUND SPC - HIX EQUITIES 1 SEGREGATED PORTFOLIO, an investment fund segregated portfolio, all herein dully represented by their manager, HIX Investimentos Ltda., a limited liability company, with head offices at Rua Campos Bicudo, No. 98, office 61, Jardim Europa, in the City of São Paulo, State of São Paulo, registered with the CNPJ under No. 14.205.023/0001-47(jointly, the "Hix Funds"); and

  1. TARPON WAHOO MASTER FUNDO DE INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 36.771.013/0001-01, SQI MASTER FUNDO DE

INVESTIMENTO EM AÇÕES, an investment fund, registered with the CNPJ under No. 48.279.446/0001-23,TP PARTNERS PUBLIC EQUITIES FUND, LP., an investment fund, registered with the CNPJ under No. 16.779.814/0001-06, all herein dully represented by its manager TPE Gestora de Recursos Ltda., a limited liability company, with head offices at Avenida Magalhães de Castro, No. 4800, 12 floor, Torre 1, Cidade Jardim, City of São Paulo, State of São Paulo, registered with the CNPJ under No. 35.098.801/0001-16 (jointly, the "Tarpon Funds").

Antonio, Bernardo, Hix Funds and Tarpon Funds jointly referred to as "Key Shareholders", and

  1. EVERTEC, INC., a listed company in NYSE and incorporated and existing in accordance with the laws of Puerto Rico, with head offices at Cupey Center Building, Road 176, Kilometer 1.3, San Juan, Puerto Rico 00926, herein represented in accordance with its bylaws ("Evertec Inc"), and

Evertec Inc and Key Shareholders are jointly referred to as "Intervening Parties",

WHEREAS, Parties and Intervening Parties have agreed on a transaction involving the business combination of Evertec BR and Sinqia, through the merger of shares (incorporação de ações) of Sinqia by and into Evertec BR, pursuant to the terms of Article 252 of Brazilian Corporations Law and CVM Resolution 78, followed by redemption of Evertec BR's newly issued shares, subject to the fulfillment of certain Conditions Precedent, as set forth below ("Transaction");

NOW, THEREFORE, the Parties and Intervening Parties have decided to enter into this Agreement, which shall be governed by the following terms and conditions:

CHAPTER I

DEFINITIONS AND INTERPRETATION

1.1. Definitions. As used herein, the following terms shall have the following meanings:

"Anti-CorruptionLaws" means (a)Brazilian Law No. 12,846, dated August 1, 2013, as amended; (b)Articles 9, 10, 11 and 12 of Brazilian Law No. 8,429, dated June 2, 1992, as amended; (c)Articles 333, 337-B and 337-C of Brazilian Law-Decree No. 2,848, dated

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December 7, 1940, as amended; (d)Articles 88, 89, 92, 97 and 98 of Brazilian Law No. 8,666, dated June 21, 1993, as amended; (e)Brazilian Law No. 9,504, dated September 30, 1997, as amended; and (f)any other similar Applicable Law which has as its object preventing corruption or bribery (governmental and commercial) and that is applicable, individually, to each of the relevant Persons. The following laws shall also be deemed as part of the Anti- Corruption Laws definition, to the extent applicable to any given Person: (i)the Organization for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997; (ii)the UK Bribery Act 2010 (c.23), as amended, and any rules, regulations and guidance promulgated thereunder;

  1. FCPA; and (iv)laws, rules and regulation applicable to them relating to the United Nations Convention against Corruption.

"Applicable Law" means, as to any Person, any applicable federal, state, local, domestic or foreign constitution, statute, law, ordinance, decree, code, regulation, rule, provisional measure, treaty, ruling, directive, instruction, resolution, determination of any Governmental Authority or Governmental Order, including stock exchange or listing rules, applicable to the relevant Person and/or its business, properties, employees or assets.

"Appraisal Report" means the appraisal report of Sinqia at economic value, to be prepared for purposes of the Merger of Shares.

"B3" means B3 S.A. - Brasil, Bolsa, Balcão.

"Brazilian Antitrust Law" means Brazilian Law No. 12,529, dated November 30, 2011, as amended, and any other laws or regulations related to antitrust matters enacted by any Brazilian Governmental Authority.

"Brazilian Civil Code" means Brazilian Law No. 10,406, dated January 10, 2002, as amended.

"Brazilian Corporations Law" means Brazilian Law No. 6,404, dated December 15, 1976, as amended.

"Brazilian GAAP" means the accounting principles generally accepted in Brazil as per (a)the International Financial Reporting Standards - IFRS issued by the International Accounting Standards Board - IASB; (b)the Brazilian Corporations Law; and (c)the accounting standards issued by the Brazilian Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis - CPC), as approved by the Brazilian Federal Accounting Council (Conselho Federal de Contabilidade - CFC) and CVM.

"Business Day" means any day other than Saturday, Sunday or a day on which commercial banks are obligated, authorized or required by Applicable Law to remain closed for business in the cities of (i)São Paulo, State of São Paulo, Brazil, (ii)New York, State of New York, United States of America, or (iii)San Juan, Puerto Rico.

"Control" has the meaning set forth in the Brazilian Corporations Law.

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"Closing" means the consummation of the Merger of Shares and the Redemption, with Sinqia becoming a wholly-owned subsidiary of Evertec BR and Sinqia's then shareholders receiving the Cash Portion and Evertec Inc BDR, in accordance with the Redemption Ratio.

"Closing Date" means the date of the Closing of the Transaction.

"Competing Offer" means any offer, proposal, announcement or launching, by any other Person or interested third party (other than Evertec BR or its Subsidiaries), involving: (i)any merger (incorporação), merger of shares (incorporação de ações), spin-off (cisão), consolidation (fusão) or acquisition or transfer of assets of or by Sinqia; or (ii)any other type of transaction that would prevent, compete or impair Closing of the Transaction and which would require in any fashion Sinqia's actions, including, but not limited to (a)indebtedness;

  1. issuance of other securities convertible into or exchangeable to equity interests; (c)any sale or disposal of any of Sinqia's or any of its Subsidiaries' Relevant Assets (taken as a whole); or (d)any partnership, joint venture or strategic alliances.

"CVM" means Comissão de Valores Mobiliários - CVM, the Brazilian Securities Commission. "CVM Resolution 78" means CVM Resolution No. 78, dated as of March 29, 2022.

"Financing" means any indebtedness for borrowed money (including without limitation in connection with any debt securities offering), any equity, any hybrid or equity linked products or securities, in each case obtained, borrowed, issued or incurred by Evertec BR or Evertec Inc., directly or indirectly (including through a parent or subsidiary), by any means, to finance the Merger of Shares and/or the Redemption and/or the Evertec Inc BDR buyback program and/or the prepayment of Sinqia's Debentures, as may be applicable.

"GAAS" means generally accepted auditing standards in the United States of America, as supplemented by the SEC's rules on auditor independence.

"Governmental Authority" means any international, supranational or national government or other government authority or political subdivision or quasi-Governmental Authority thereof, whether on a federal, national, state, provincial, municipal or local level and whether executive, legislative or judicial in nature, including any agency, entity, body, authority, board, bureau, commission, court, tribunal, judicial or arbitration body or panel, arbitrator, department, commission, professional entity, professional council, registry office or other instrumentality thereof, or any other Person authorized to act on behalf of any of the foregoing, having jurisdiction over the applicable Person, its business, properties, employees or assets.

"Governmental Order" means any order, judgment, decree, award, directive, injunction, writ, sentence, decision, stipulation, determination, award, measure, assessment or similar legal restraint issued or granted by, or binding settlement having the same effect with, any competent Governmental Authority.

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Sinqia SA published this content on 20 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 July 2023 00:13:01 UTC.