VOTING AGREEMENT AND OTHER COVENANTS

among, on one side,

KEY SHAREHOLDERS

and, on the other side,

EVERTEC BRASIL INFORMÁTICA S.A.

and, as intervening-consenting parties,

SINQIA S.A.

EVERTEC, INC.

July 20, 2023

VOTING AGREEMENT AND OTHER COVENANTS

This Voting Agreement and Other Covenants ("Agreement") is entered by and among, on one side,

  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, 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");
  4. 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,

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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, 12nd 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, on the other side,

  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"),

and, as intervening-consenting parties,

  1. 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"); and
  2. EVERTEC, INC., a listed company in NYSE and incorporated and existing in accordance with the laws of Porto 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"),

The abovementioned signatories are individually and indistinctly referred to as "Party" and jointly as "Parties".

RECITALS

  1. WHEREAS, on the date hereof, the Key Shareholders hold 30,182,863 common shares issued by Sinqia, representing approximately thirty-five point six percent (35.6%) of Sinqia's voting capital stock, distributed among Key Shareholders in accordance with Exhibit I;
  2. WHEREAS, on the date hereof, the Parties executed a certain Merger Agreement and Other Covenants ("Merger Agreement"), which sets forth the main terms and conditions regarding the merger of shares of Sinqia by and into Evertec BR ("Merger of Shares");
  3. WHEREAS as a result of the Merger of Shares, upon the fulfilment of the conditions precedent provided in the Merger Agreement, Sinqia's shareholders will receive redeemable shares issued by Evertec BR, which will be immediately redeemed and paid ("Redemption of Shares" and, jointly with the Merger of Shares, the "Transaction"); and

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  1. WHEREAS the Key Shareholders approve the Transaction and, as an essential condition for Evertec BR to sign the Merger Agreement, Key Shareholders have agreed to vote favorably to the Transaction, as well as act exclusively with Evertec BR and carry out all reasonably commercial acts in order to assure closing of the Transaction;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and intended to be legally bound hereby, the Parties hereby agree as follows:

CHAPTER I

DEFINITIONS AND INTERPRETATION

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

"Anti-CorruptionLaws" means (a)Brazilian Federal 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 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 or contractual) 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 in respect of Key Shareholders, 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; (iii)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 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

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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, and (iii)San Juan, Puerto Rico.

"Closing" means the consummation of the Merger of Shares and the Redemption of Shares, with Sinqia becoming a fully-owned subsidiary of Evertec BR, as described in the Merger Agreement.

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

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

"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 disposition of any of Sinqia's or any of its Subsidiaries' Relevant Assets (as defined in the Merger Agreement), taken as a whole; or (d)any partnership, joint venture or strategic alliances.

"CVM" means Comissão de Valores Mobiliários - CVM, the Brazilian Securities Commission.

"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

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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 00:13:02 UTC.