Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 20, 2023

EVERTEC, Inc.

(Name of Registrant as Specified In Its Charter)

Puerto Rico		66-0783622
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

Cupey Center Building, Road 176, Kilometer 1.3,

San Juan, Puerto Rico		00926
(Address of principal executive offices)		(Zip Code)

(787) 759-9999

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

COMMISSION FILE NUMBER 001-35872

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EVTC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Merger Agreement

On July 20, 2023, EVERTEC, Inc. (“Evertec” or the “Company”), entered into a Merger Agreement and Other Covenants (the “Merger Agreement”), by and among Evertec Brasil Informática S.A, a wholly-owned subsidiary of Evertec (“Evertec BR”), Sinqia S.A., a publicly held company incorporated and existing in accordance with the laws of the Federative Republic of Brazil (“Sinqia”), and certain other Key Shareholders (as defined therein), as shareholders of Sinqia. The board of directors of Evertec (the “Evertec Board”), and the board of directors of Sinqia (the “Sinqia Board”) have unanimously approved the Merger Agreement.

Pursuant to and on the terms and subject to the conditions set forth in the Merger Agreement, a business combination of Evertec BR and Sinqia will be carried out through a merger of all shares issued by Sinqia into Evertec BR pursuant to provisions of the Brazilian Corporations Law (the “Merger of Shares”), and as a result of such Merger of Shares, Sinqia will become a wholly-owned subsidiary of Evertec BR.

At the effective time of the Merger of Shares, each common share of Sinqia (the “Sinqia Common Shares”), issued and outstanding immediately prior to the Merger of Shares will be exchanged by (a) one class A mandatorily redeemable preferred share issued by Evertec BR (“Evertec BR New Class A Shares”), and (b) one class B mandatorily redeemable preferred share issued by Evertec BR (“Evertec BR New Class B Shares” and, jointly with Evertec BR New Class A Shares, the “Evertec BR New Shares”). Immediately upon implementation of the Merger of Shares, all Evertec BR New Shares delivered to the then shareholders of Sinqia will be automatically redeemed and canceled (the “Redemption”, and together with the Merger of Shares, the “Transaction”), and each then shareholder of Sinqia will be entitled to receive, for each Evertec BR New Class A Share held, (i) twenty-four Reais and forty-seven cents (R$ 24.47), to be (A) increased by an amount equal to the base interest rate of Sistema Especial de Liquidação e de Custódia (the “SELIC Adjustment”) applied to the amount of twenty-seven Reais and fifty cents (R$ 27.50) from the date of the Merger Agreement until the date of the consummation of the Transaction (the “Closing” and such date, the “Closing Date”), which increase will not exceed one Real (R$ 1.00) per Evertec BR New Class A Share to be redeemed, (B) adjusted in case of any change to the number of outstanding shares into which Sinqia’s share capital is divided up to Closing (included), on a fully diluted basis, (C) reduced by the same amount of any dividends, interest on equity and other earnings declared and/or paid by Sinqia as from the date of the Merger Agreement and up to Closing (included), adjusted by the SELIC Adjustment as from the payment date, and (D) reduced by costs incurred by Sinqia to pay financial advisors in connection with the Transaction or any alternative transactions considered after the date of the Merger Agreement, and (ii) Brazilian Depositary Receipts (the “BDRs”) representing 0.014354 underlying share of common stock, par value $0.01 per share, of Evertec (“Evertec Shares”).

The consummation of the Merger of Shares is subject to the satisfaction or waiver of customary closing conditions, including: (i) the absence of any court order or regulatory injunction with the effect of preventing or otherwise preventing the consummation of the Transaction, (ii) the accuracy of the representations and warranties of each party, (iii) compliance by each party in all material respects with its obligations and commitments under the Merger Agreement and the Voting Agreement, (iv) obtaining the registration of the BDR Level I program sponsored by Evertec with the Comissão de Valores Mobiliários - CVM, the Brazilian Securities Commission and the admission of the BDRs for trade on B3 S.A. - Brasil, Bolsa, Balcão (“B3”), (v) Evertec notifying Sinqia that it has completed its funding efforts for Closing, (vi) Sinqia obtaining the consent or waiver for the non-acceleration of the maturity date or prepayment of the two certain issuances of debentures of Sinqia (“Debentures”) as a result of the Transaction, (vii) the acceleration and cancellation of Sinqia’s stock option plans, (viii) the approval of the Protocolo e Justificação de Incorporação de Ações de Emissão da Sinqia S.A. pela Evertec Brasil Informática S.A., as required pursuant to Articles 224 and 225 of the Brazilian Corporation Law (the “Protocol”) by the Sinqia Board and the execution of the Protocol by Evertec BR’s management and Sinqia’s management, and subsequent calling of the Sinqia general shareholder’s meeting (“Sinqia’s GSM”), (ix) the necessary corporate approvals by Evertec and Evertec BR, including Evertec approving the Transaction and Evertec BR’s general shareholders’ meeting approving the Protocol, the ratification of the engagement of the appraisal company that shall prepare the appraisal report of Sinqia at economic value, to be prepared for purposes of the Merger of Shares (the “Appraisal Report”), the Appraisal Report, the Merger of Shares, the capital increase of Evertec BR due to the Merger of Shares and consequent issuance of the Evertec BR New Shares and amendment to the bylaws of Evertec BR, the Redemption, and authorization for the management of Evertec BR to adopt all measures necessary to perform the resolutions taken, (x) the necessary corporate approvals by Sinqia, including Sinqia’s GSM approving the Protocol, the Merger of Shares, the authorization for Sinqia’s management to subscribe to Evertec BR New Shares on the Closing Date, the waiver of Evertec BR’s obligation to be listed in the Novo Mercado special segment of B3 due to the Transaction, as required by Article 46, Sole Paragraph, of the Novo Mercado Ruling, and the authorization for Sinqia’s management to adopt all measures necessary to perform the resolutions taken and (xi) the absence of any Material Adverse Change (as defined in the Merger Agreement).

Sinqia has agreed not to directly or indirectly solicit competing third party acquisition proposals or to enter into discussions, or provide confidential information, or to enter into any contract, whether binding or non-binding, relating to any “Alternative Transaction” (as defined in the Merger Agreement). Additionally, Sinqia is required to notify Evertec BR about any proposals it receives regarding a potential Alternative Transaction.

Evertec, Evertec BR and Sinqia have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of Sinqia’s business between the date of the signing of the Merger Agreement and the Closing Date, (ii) the efforts of the parties to cause the Merger of Shares to be completed, including actions which may be necessary to obtain the required approvals for the Transaction, (iii) an obligation for key managers to enter into employment or retention agreements with Sinqia, (iv) an obligation for Antonio Luciano de Camargo Filho and Bernardo Francisco Pereira Gomes to enter into customary non-compete agreements with Sinqia, (v) an obligation for Evertec BR and Evertec to use best commercially reasonable efforts to launch or make available a buyback option for sale of the BDRs, and (vi) the cooperation of the parties for the purpose of prepaying the Debentures.

The Merger Agreement contains certain customary termination rights for Evertec, Evertec BR, Sinqia, and the Key Shareholders, including, among others, (i) the right of such party to terminate if the consummation of the Merger of Shares has not been completed by July 20, 2024 (subject to certain extensions in the event of fault by another party), (ii) the right to terminate by mutual written consent, (iii) the right of Evertec BR, at its discretion, if Sinqia or any of the Key Shareholders fails to fulfill any obligation in the Merger Agreement (which is not cured within 30 days after receipt of written notice of such non-compliance from Evertec BR), (iv) the right of Sinqia, at its discretion, if Evertec BR or Evertec fails to fulfill any obligation provided for in the Merger Agreement (which is not cured within 30 days after receipt of written notice of such non-compliance from Sinqia ), and (v) the right of Evertec BR, at its discretion, if the Break-Up Fee (as defined below) becomes due by Sinqia to Evertec BR.

The Merger Agreement further provides that, under certain circumstances, Sinqia may be required to pay Evertec BR a termination fee equal to R$ 120,000,000.00 (the “Break-Up Fee”).

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financing Commitments

Evertec has obtained financing commitments for the purpose of financing the Transaction and paying related fees and expenses (the “Financing”). Truist Bank and Truist Securities, Inc. (together with certain of their affiliates, the “Lenders”) have agreed to provide Evertec with debt financing in an aggregate principal amount of $600 million (as such amount may be increased) in one or more Incremental Term B Loans on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to customary terms and conditions.

Voting Agreement

Contemporaneously with the execution of the Merger Agreement, Evertec and certain Key Shareholders, entered into a Voting Agreement and Other Covenants (the “Voting Agreement”). Pursuant to the Voting Agreement, the Key Shareholders agreed to, among other things, vote all Sinqia Common Shares owned by them as of the record date for the Sinqia shareholders’ meeting in favor of the adoption of the Merger Agreement.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Press Release

On July 20, 2023, Evertec issued a press release announcing the Transaction as well as certain other matters, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.02

Results of Operations and Financial Condition.

On July 20, 2023, in connection with the announcement of the Transaction, the Company issued a press release announcing certain preliminary results for the second quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

We report financial results in accordance with U.S. generally accepted accounting principles. All financial data presented herein is preliminary and represents the most current information available to Evertec’s management, as financial closing procedures for the quarter ended June 30, 2023 are not yet complete. These estimates are not a comprehensive statement of the Company’s financial results for the quarter ended June 30, 2023 and actual results may differ materially from these estimates as a result of the completion of normal quarter-end accounting procedures and adjustments, including the execution of internal control over financial reporting and the subsequent occurrence or identification of events prior to the formal issuance of the second quarter 2023 financial results. Actual financial results that will be reflected in the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023 when they are completed and publicly disclosed may differ from the preliminary results presented herein.

Note: The information contained in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, (the “Securities Act”), or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 3.02

Unregistered Sales of Equity Securities

Issuance of Evertec Common Stock

In accordance with the Merger Agreement, the Evertec Board approved the issuance of up to an aggregate of 1,227,713 Evertec Shares to be delivered as consideration in connection with the Merger of Shares in the form of BDRs issued pursuant to a BDR depositary agreement (such issuance, the “BDR Share Issuance”) on the terms and subject to the conditions set forth in the Merger Agreement.

The BDR Share Issuance will be effected pursuant to an exemption from registration with the Securities and Exchange Commission provided by Rule 802 under the Securities Act.

Item 7.01

Regulation FD Disclosure.

On July 20, 2023, the Company announced that the Evertec Board declared a regular quarterly cash dividend of $0.05 per outstanding Evertec Share. A copy of the press release announcing the dividend is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Note: The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as expressly set forth by specific reference in such a filing.

Item 8.01

Other Events

Increase in Evertec Share Repurchase Program

In connection with approval of the agreement to acquire Sinqia, the Evertec Board approved an increase to Evertec’s existing share repurchase authorization to permit future repurchases of up to $150,000,000 of Evertec Shares prior to December 31, 2024. Prior to this increase, Evertec’s share repurchase program had approximately $63,000,000 remaining.

Item 9.01

Financial Statements and Exhibits.

Number	Exhibit
2.1#	Merger Agreement and Other Covenants, dated July 20, 2023
10.1	Voting Agreement and Other Covenants, dated July 20, 2023
99.1*	Press Release re: EVERTEC to acquire Sinqia issued by EVERTEC, Inc. dated July 20, 2023*
99.2*	Press Release re: quarterly dividend issued by EVERTEC, Inc. dated July 20, 2023*
104	Cover Page Interactive Data File (formatted as Inline XBRLA and contained in Exhibit 101)

# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

*Furnished herewith

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EVERTEC, Inc.
	(Registrant)

Date: July 20, 2023	By:	/s/ Luis A. Rodríguez
		Luis A. Rodríguez
		Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Board of Directors

Exhibit 2.1

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

MERGER AGREEMENT AND OTHER COVENANTS

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

(i) 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, 3^rd floor, suites 31 and 32, Jardim Paulista, CEP 01424-002, herein represented in accordance with its bylaws (“Evertec BR”);

(ii) 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, 7^th 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

(iii) 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, 7^th floor, Consolação, in the City of São Paulo, State of São Paulo (“Antonio”);

(iv) 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, 7^th floor, Consolação, in the City of São Paulo, State of São Paulo (“Bernardo”);

(v) 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”); and

(vi) 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, 12floor, 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

(vii) 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-Corruption Laws” 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 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; (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 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.

“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; (b) 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.

“Intellectual Property” means any patents, patent applications, utility models, inventions, know-how, trademarks, trademarks registrations, trademarks applications, service marks, service names, trade names, copyrights, trade secrets, designs, emblems, logotypes, signs, domain names, URL addresses, technology, licenses, computer software and other intellectual property assets.

“JCP Sinqia 2023” means juros sobre capital próprio declared by Sinqia at the annual shareholders’ meeting held on April 27, 2023, in the amount of four million, six hundred and ninety thousand, seven Reais and thirty-nine cents (R$ 4,690,007.39) to be paid until July 31, 2023.

“Lien” means any encumbrance, charge, lien, license, pledge, security interest, mortgage, deed of trust, or other similar restriction on title, use or ownership.

“Material Adverse Change” means (1) any event, circumstance, effect, occurrence or factual situation, or any combination thereof, which, individually or as a whole, adversely affects or may be reasonably expected to adversely affect the business, operations, assets, properties, commercial or financial condition of Sinqia or any of its Subsidiaries, taken as a whole, in an amount equal to or greater than (a) fifteen (15%) of the consolidated net worth of Sinqia according to its annual financial statements of the fiscal year ended in 2022; or (b) fifteen (15%) of the consolidated gross revenues of Sinqia according to its annual financial statements of the fiscal year ended in 2022, whichever is lower, except to the extent that such change or adverse effect results from adverse economic or exchange effects on the whole industry in which Sinqia operates in Brazil, so long as such changes or conditions do not have an adverse impact in Sinqia or any of its Subsidiaries, as the case may be, taken as a whole, in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate or (2) bankruptcy of Sinqia or any of its Subsidiaries or filing for recuperação judicial or extrajudicial of Sinqia or any of its Subsidiaries.

“Person” means any individual, corporation (including any not for profit corporation), general or limited partnership, limited liability partnership, joint venture, trust, firm, company (including any limited liability company or joint stock company), association, organization, investment fund, condominium, Governmental Authority or entity of any kind, in any case incorporated or unincorporated, whether or not a legal entity.

“Pro Forma Financials” means the pro forma financial statements of Evertec BR and Sinqia dated as of March 31, 2023 considering the effects of the Merger of Shares, with reasonable assurance issued by an independent auditor registered with CVM, pursuant to Article 7 of CVM Resolution 78.

“Protocol” means the Protocolo e Justificação de Incorporação de Ações de Emissão da Sinqia S.A. pela Evertec Brasil Informática S.A., as required pursuant to Articles 224 and 225 of the Brazilian Corporations Law, strictly reflecting the terms and conditions herein and those required by the Brazilian Corporations Law.

“Reais” or “R$” means the lawful currency of the Federative Republic of Brazil.

“Related Parties” has the meaning assigned to such term in the applicable accounting rules approved by CVM.

“Relevant Assets” means assets in the consolidated and global amount equal to or greater than five million Reais (R$ 5,000,000.00), except for the minority equity interest held by Sinqia or Subsidiaries in entities that are currently in process of divestment.

“SEC” means the U.S. Security and Exchange Commission.

“SELIC” means the base interest rate of Sistema Especial de Liquidação e de Custódia – SELIC, as administered by the Central Bank of Brazil, or any other index that may replace it.

“Software” means any and all computer programs (whether in source code, object code, human readable form or other form), applications, algorithms, user interfaces, firmware, development tools, templates and menus, and all documentation, including user manuals and training materials, to the extent related to any of the foregoing.

“Subsidiary” means, with respect to a Person, any partnership, limited liability company, corporation or other business entity Controlled by a certain other Person.

“Tax” or “Taxes” means, all taxes, charges, fees, duties, tariffs, contributions, social contributions, imposts, levies or other assessments imposed by any Governmental Authority (including interest, penalties, fines, monetary adjustments and other additions imposed to such taxes), including, without limitation, over income, profits, gross receipts, capital gains, transfer, sales, property, license, payroll, social security, withholding and any and all other taxes and governmental charges of any nature (whether payable directly or by withholding).

1.2. Further Defined Terms. The terms below shall have the meanings ascribed to them in the indicated Section:

	Defined Terms	Section
	Agreement	Preamble
	Alternative Transaction	8.1(b)
	Arbitration Chamber	11.1
	Arbitration Rules	11.1
	Antonio	Preamble
	BDR Program	3.2(iii)

	Defined Terms	Section
	Bernardo	Preamble
	Break-Up Fee	10.2
	Blocked Person	6.1(xiii)
	Cash Portion	2.3(i)
	Closing Notice	3.5
	Condition Precedent of the Parties	3.1
	Conditions Precedent	3.3
	Conditions Precedent to be Fulfilled by Evertec	3.2
	Conditions Precedent to be Fulfilled by Sinqia	3.3
	Confidential Information	7.2
	Confirmation Notice	3.5
	Debt Financing Party	12.11
	Evertec BR	Preamble
	Evertec BR New Class A Shares	2.2
	Evertec BR New Class B Shares	2.2
	Evertec BR New Shares	2.2
	Evertec Inc	Preamble
	Evertec Inc BDR	2.3(ii)
	Evertec Inc Break-Up Fee	10.2
	Evertec’s GSM	3.2(vi)
	Exclusivity Period	8.1
	Hix Funds	Preamble
	Intervening Party	Preamble
	Key Shareholders	Preamble
	Merger of Shares	2.1
	Party	Preamble
	Redemption	2.3
	Redemption Ratio	2.3
	Reference Form	6.1(vi)
	Representatives	8.1(b)
	Securities Act	6.1(xiv)
	SELIC Adjustment	2.3.1
	SELIC Adjustment Cap	2.3.1
	Sinqia	Preamble
	Sinqia Break-Up Fee	10.2
	Sinqia Parties	12.11
	Sinqia’s Debentures	3.2.1(v)
	Sinqia’s Financial Statements	6.1(vi)
	Sinqia’s GSM	3.2.1(viii)
	Sinqia’s Stock Plans	2.4(iv)
	Tarpon Funds	Preamble

	Defined Terms	Section
	Transaction	Whereas
	Voting Agreement	2.6
	Withholding Amount	2.5.1

1.3. Interpretation.

(i) Unless otherwise specified, all preamble, recitals, article, section, exhibit and schedule references used in this Agreement are to the preamble, recitals, articles, sections, exhibits and schedules to this Agreement, which are hereby incorporated by reference into this Agreement and form an integral part hereof.

(ii) The terms “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”. The words “hereof”, “hereto”, “hereby”, “herein”, “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The word “or” shall mean “and/or” unless the context dictates otherwise. The word “will” shall have the same meaning as the word “shall” and vice versa.

(iii) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, such action may be validly taken on or by the following day that is a Business Day. Any and all time periods set forth in this Agreement shall be counted pursuant to Article 132 of the Brazilian Civil Code.

(iv) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(v) All references to any of the Parties or to the Intervening Parties include their respective successors authorized by Applicable Law and permitted assigns authorized by this Agreement.

(vi) For all purposes of this Agreement, Sinqia and Key Shareholders shall be deemed to be on one side and Evertec BR and Evertec Inc on the other side of this Agreement and the Transaction.

(vii) This Agreement was negotiated by the Parties and Intervening Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party or Intervening Party as having been drafted by it will not apply to any construction or interpretation of this Agreement. Each Party and Intervening Party acknowledges and agrees that any rule of law or any legal decision that would require interpretation of any claimed ambiguities in the documents of the Transaction against the drafting Party has no application and is expressly waived by the Parties and Intervening Parties.

CHAPTER II

MERGER OF SHARES, REDEMPTION RATIO AND TRANSACTION ASSUMPTIONS

2.1. Merger of Shares. This Agreement sets forth the rules for the combination of business of Evertec BR and Sinqia through a merger of all shares issued by Sinqia into Evertec BR (“Merger of Shares”), pursuant to Article 252 of the Brazilian Corporations Law and subject to the fulfillment (or waiver, as the case may be) of the Conditions Precedent set forth herein. Immediately upon implementation of the Merger of Shares, all shares newly issued by Evertec BR and delivered to Sinqia’s then shareholders shall be redeemed pursuant to the Redemption Ratio set forth in Section 2.3. As a result of the Merger of Shares, Sinqia shall become a wholly owned subsidiary of Evertec BR and Evertec BR will remain a closed corporation not listed with CVM nor adherent to B3’s Novo Mercado Ruling.

2.2. Issuance and Delivery of Evertec BR New Shares. As a result of the Merger of Shares, each share issued by Sinqia shall be replaced by one class A mandatorily redeemable preferred share issued by Evertec BR (“Evertec BR New Class A Shares”) and by one class B mandatorily redeemable preferred share issued by Evertec BR (“Evertec BR New Class B Shares” and, jointly with Evertec BR New Class A Shares, the “Evertec BR New Shares”). On the Closing Date, all Evertec BR New Shares will be redeemed and canceled immediately after their delivery to Sinqia’s then shareholders, per Section 2.3 below.

2.3. Redemption of Evertec BR New Shares. On the Closing Date, immediately after issuance and delivery of Evertec BR New Shares to the then shareholders of Sinqia, the Evertec BR New Shares will be automatically redeemed and canceled (“Redemption”), and its owners shall be paid as follows, subject to the assumptions provided for in Section 2.4 below (“Redemption Ratio”):

(i) each Evertec BR New Class A Share shall be redeemed and paid in the amount of twenty-four Reais and forty-seven cents (R$ 24.47) per Evertec BR New Class A Share, to be adjusted according to Section 2.3.1 and Section 2.4.1 below (“Cash Portion”); and

(ii) each Evertec BR New Class B Share shall be redeemed and paid upon delivery, to its holder, of Brazilian Depositary Receipts representing 0.014354 shares of Evertec Inc common stock, par value one cent of dollar (US$0.01) per share, which class of common stock is listed for trading on the New York Stock Exchange (“Evertec Inc BDR”), in the terms set forth in Section 4.2.

2.3.1. SELIC Adjustment. The Cash Portion provided for under Section 2.3.(i) above shall be adjusted by the SELIC rate, applied to the amount of twenty-seven Reais and fifty cents (R$ 27.50) as from this date until the Closing Date (“SELIC Adjustment”), provided that: (i) the SELIC Adjustment shall not exceed one Real (R$ 1.00) per Evertec BR’s New Class A Share to be redeemed (“SELIC Adjustment Cap”); and (ii) the SELIC Adjustment Cap shall not apply in case the Closing of the Transaction gets delayed as a result of a delay in the compliance of the Conditions Precedent to be Fulfilled by Evertec set in Section 3.2(iii) and Section 3.2(iv), provided that all Conditions Precedent to be Fulfilled by Sinqia have been complied in accordance with Section 3.3 below (“Incremental Events”). For avoidance of doubt, except regarding the JCP Sinqia 2023, any distribution of dividends or interest on equity by Sinqia shall reduce the Cash Portion basis for the calculation of the SELIC Adjustment from the date of such distribution (including) until the Closing Date (excluding). For avoidance of doubt, any increase due over the SELIC Adjustment Cap shall calculated based only on the period of time between the satisfaction of all Conditions Precedent to be Fulfilled by Sinqia (including) and the Incremental Events (excluding). For avoidance of doubt, the Cash Portion will never surpass twenty-five Reais and forty-seven cents (R$ 25.47), including the SELIC Adjustment Cap, except in connection with the Incremental Events.

2.3.1.1. For purposes of the Section 2.3.1, the Condition Precedent set forth in Section 3.3(viii) shall only be deemed satisfied upon lapse of 30 days from the publishment of the minutes of Sinqia’s GSM, in which Sinqia’s shareholders may exercise their withdrawal right in relation to the approval of the Merger of Shares by Sinqia’s GSM, as provided in Article 137 of Brazilian Corporations Law.

2.4. Transaction Assumptions. The Transaction and the Redemption Ratio have been negotiated and agreed among Parties and Intervening Parties considering the following assumptions:

(i) except regarding JCP Sinqia 2023, no declaration, payment of dividends or interest on equity by Sinqia will take place until Closing, except regarding the payment of JCP Sinqia 2023;

(ii) on the date hereof, Sinqia’s corporate capital is represented by eighty-seven million nine hundred and forty-one thousand nine hundred and seventy-two (87,941,972) book-entry, registered common shares, with no par value, on a fully diluted basis, including treasury held shares;

(iii) on the date hereof, there are three million two hundred and fifty-four thousand eight hundred and seventy six (3,254,876) shares issued by Sinqia in treasury;

(iv) on the date hereof, there are one million, three hundred and seventy thousand and five hundred and forty (1,370,540) open options related to Sinqia’s stock option plans and restricted shares that will accelerate after the approval of Sinqia’s GSM, due to the Transaction (“Sinqia’s Stock Plans”). Prior to Closing Date, Sinqia shall deliver from its treasury up to one million, three hundred and seventy and five hundred and forty (1,370,540) shares and immediately thereafter all Sinqia’s Stock Plans will be fully canceled, with no remaining option or restricted share of Sinqia; and

(v) except as provided in this section, there will be no other issuance of shares or any obligation related to Sinqia’s Stock Plans after Closing.

2.4.1. Adjustment to the Cash Portion. The Cash Portion shall be adjusted in case of any change to the number of outstanding shares into which Sinqia’s share capital is divided up to Closing (included), on a fully diluted basis, except as authorized in Section 2.4(iv) above. The total Cash Portion shall also be reduced by the same amount of any dividends, interest on equity and other earnings declared and/or paid by Sinqia as from this date and up to Closing (included), adjusted by SELIC as from the payment date, except for the JCP Sinqia 2023.

2.4.2. Any repurchase or issuance of new shares by any companies of Evertec BR or Evertec Inc or any of their respective Subsidiaries, whether in the context of mergers and acquisition transactions, capital increase, public offering, private offering, RSU issuance (restricted shares units), share incentive plans intended to its executives or the exercise of stock options shall not cause any adjustment to the Redemption Ratio.

2.5. Tax Withholding. The amounts to be paid by Evertec BR to Sinqia’s shareholders in the context of the Transaction shall be deducted, when applicable, from any taxes withheld at source that are due. To that end, Evertec BR may, when necessary, retain the Cash Portion of a specific shareholder as required in order to enable the tax withholding set forth herein.

2.5.1. In case of Sinqia’s shareholders that are not resident in Brazil for tax purposes, as defined by Applicable Law, Evertec BR shall withhold and pay any amount of withholding Taxes on capital gains or other Taxes to the Brazilian Governmental Authorities, which will be deducted from the Cash Portion owed to such shareholder, as required by Applicable Law. Such Sinqia’s shareholders must present to Evertec BR, directly or through its custody agents, five (5) days before the Closing Date, a written statement together with the documents able to prove their average acquisition cost of the shares issued by Sinqia, and Evertec BR will use such information to calculate any Taxes on capital gains (Imposto de Renda Retido na Fonte sobre Ganho de Capital) in connection with any such payment (“Withholding Amount”), if any. Evertec BR will then deduct the Withholding Amount from any Cash Portion payment in favor of such Sinqia’s shareholders and pay the Withholding Amount to the corresponding Governmental Authority.

2.5.2.If such Sinqia’s shareholders fail to present the documents able to prove their average acquisition cost of the shares issued by Sinqia, as detailed in this Section 2.5, Evertec BR may consider that their corresponding acquisition cost in the shares issued by Sinqia is equal to zero, for purposes of calculating the Withholding Amount.

2.5.3.Tax on foreign exchange transactions (IOF/Câmbio) or any other Tax applicable to such transactions at any time, levied or to be withheld from any Sinqia’s shareholders as a consequence of the foreign exchange transactions and/or remittances necessary for Evertec BR to fulfill its obligations under this Section 2.5 shall be deducted by Evertec BR from any such payment.

2.6. Voting Agreement. In addition to this Agreement, the Parties and Intervening Parties executed, on the date hereof, the Voting Agreement and Other Covenants, whereby Key Shareholders undertook the obligations to implement the Transaction, including the duty to vote in favor of the corporate resolutions necessary for the approval of the Transaction according to the terms described in the referred instrument (“Voting Agreement”). Also, on this date, Sinqia, Evertec Inc and Evertec BR and certain other shareholders of Sinqia have executed a Voting Agreement and Other Covenants, whereby these shareholders undertook the duty to vote in favor of the corporate resolutions necessary for the approval of the Transaction according to the terms described in the referred instrument.

2.7. Employment Agreements. On the Closing, Date certain key managers shall enter into employment or retention agreements which shall govern their relationship with Sinqia after Closing, which shall contain customary non-solicit and non-competition provisions.

2.8. Non-Compete Agreements. Antonio and Bernardo on this date entered into customary non-compete agreements with Sinqia that provide, as agreed therein, for non-competition restrictions for a period of 5 years upon leaving the position of manager of Sinqia, for which each individual will be entitled to a payment equivalent to the last annual base compensation received as manager of Sinqia.

2.9. Buyback of Evertec Inc BDRs. Evertec BR and/or Evertec Inc will endeavor best commercially reasonable efforts to launch or make available to all holders of Evertec Inc BDRs, within six (6) months after the Closing Date, a buyback option for sale of their Evertec Inc BDRs. The terms, conditions and costs for adhesion to such buyback option of Evertec Inc BDRs are still to be defined and shall be disclosed in accordance with the Applicable Law.

CHAPTER III

CONDITIONS PRECEDENT

3.1. Condition Precedent of the Parties. Parties’ obligation to consummate the Transaction and perform the Closing is subject to the condition precedent that, on the Closing Date, there shall be no Governmental Order with the effect of preventing or otherwise preventing the consummation of the Transaction (“Condition Precedent of the Parties”).

3.2. Sinqia’s Conditions Precedent. The obligation of Sinqia to consummate the Transaction and perform its Closing is subject to the fulfillment or waiver (at Sinqia's sole discretion) of each of the following conditions precedent (“Conditions Precedent to be Fulfilled by Evertec”):

(i) Evertec Inc and Evertec BR’s Representations and Warranties. The representations and warranties provided by Evertec Inc and Evertec BR in CHAPTER V of this Agreement shall be true and correct in all material respects on the date hereof and until Closing (except where the representations and warranties themselves contain a reference to a previous date, in which case they shall be true and correct in all respects as of such date);

(ii) Compliance with Obligations. Evertec BR and Evertec Inc shall have complied with all material obligations and fulfilled all relevant commitments required to be complied with or fulfilled by them prior to Closing under the terms of this Agreement and of the Voting Agreement referred to in Section 2.6;

(iii) BDR Registration and Trading Admission. The registration of the BDR Level I program sponsored by Evertec Inc concerning the Evertec Inc BDRs (“BDR Program”) with CVM shall have been obtained, and the Evertec Inc BDRs shall have been admitted for trade at the B3;

(iv) Evertec Notice. After Evertec’s Financing efforts, Evertec shall notify Sinqia informing that it has completed its Financing efforts for the Closing;

(v) Execution of the Protocol. The Protocol shall be approved and signed by Evertec BR’s management;

(vi) Corporate Approvals. Evertec Inc shall have approved the Transaction in accordance with Applicable Law and its corporate documents. Evertec BR’s general shareholders’ meeting (“Evertec’s GSM”) shall approve, subject to the fulfillment or waiver by the entitled Party, as the case may be, of the Conditions Precedent: (a) the Protocol; (b) the ratification of the engagement of the appraisal company that shall prepare the Appraisal Report; (c) the Appraisal Report; (d) the Merger of Shares of Sinqia by and into Evertec BR; (e) the capital increase of Evertec BR due to the Merger of Shares and consequent issuance of the Evertec BR New Shares and amendment to the bylaws of Evertec BR; (f) the redemption of the Evertec BR New Shares and their immediate cancelation, in accordance with the Redemption Ratio; and (g) authorization for the management of Evertec BR to adopt all measures necessary to perform the resolutions taken.

3.2.1. With respect to the Condition Precedent to be Fulfilled by Evertec set forth in Section 3.2(iv) above, Sinqia acknowledges and agrees that it shall not waive this Condition Precedent prior to November 1^st, 2023.

3.3. Evertec BR’s Conditions Precedent. The obligation of Evertec BR in this Agreement to consummate the Closing of the Transaction is subject to the fulfillment or waiver (at Evertec BR’s sole discretion) of each of the following conditions precedent (“Conditions Precedent to be Fulfilled by Sinqia” and, jointly with the Condition Precedent of the Parties and the Conditions Precedent to be Fulfilled by Evertec, the “Conditions Precedent”):

(i) Sinqia’s Representations and Warranties. The representations and warranties made and provided by Sinqia in CHAPTER VI of this Agreement shall be true and correct in all material respects on this date and until Closing (except where the representations and warranties themselves include a reference to a previous date, in which case they will be true and correct in all material respects as of such date);

(ii) Key Shareholders’ Representations and Warranties. The representations and warranties made and provided by Key Shareholders in CHAPTER VI of this Agreement shall be true and correct in all material respects on this date and until Closing (except where the representations and warranties themselves include a reference to a previous date, in which case they will be true and correct in all material respects as of such date);

(iii) Compliance with Obligations by Sinqia. Sinqia shall have complied with all material obligations and fulfilled all material commitments and agreements that were required to be complied with or fulfilled by Sinqia prior to Closing, under the terms of this Agreement and the Voting Agreement;

(iv) Compliance with Obligations by Key Shareholders. Key Shareholders shall have complied with all material obligations and fulfilled all relevant commitments that were required to be complied with or fulfilled by them prior to Closing, under the terms of this Agreement and the Voting Agreement;

(v) Third Party Consents. Sinqia shall have obtained the consent or waiver for non-acceleration of the maturity date or prepayment, in accordance with Section 7.4, of the two following issuances of debentures of Sinqia as a result of the Transaction: (a) second (2^nd) issuance of simple debentures, non-convertible into shares, of unsecured type, single series, with real and additional fiduciary guarantees; and (b) third (3^rd) issuance of simple debentures, non-convertible into shares, of the unsecured type, with additional real and fiduciary guarantees, in a single series (“Sinqia’s Debentures”);

(vi) Sinqia’s Stock Plans. The one million, three hundred and seventy thousand and five hundred and forty (1,370,540) open options and restricted shares related to Sinqia’s stock option plans and restricted shares shall be accelerated or canceled until the Closing Date and all Sinqia’s Stock Plans shall be canceled until Closing;

(vii) Execution of the Protocol. The Protocol shall be approved by Sinqia’s Board of Directors and signed by Sinqia’s management, and immediately afterwards Sinqia shall call the Sinqia’s GSM as provided for in this Agreement;

(viii) Corporate Approvals. Sinqia’s general shareholders’ meeting (“Sinqia’s GSM”) shall approve, subject to the fulfillment or waiver by the entitled Party, as the case may be, of the Conditions Precedent: (a) the Protocol; (b) the Merger of Shares; (c) the authorization for Sinqia’s management to subscribe Evertec BR New Shares on the Closing Date; (d) the waiver of Evertec BR obligation to be listed in the Novo Mercado special segment of B3 due to the Transaction, as required by Article 46, Sole Paragraph, of the Novo Mercado Ruling; and (e) the authorization for Sinqia’s management to adopt all measures necessary to perform the resolutions taken; and

(ix) Absence of Material Adverse Change. From the date of this Agreement and until Closing, no Material Adverse Change shall occur.

3.4. Waiver of Conditions Precedent. Any waiver of a Condition Precedent shall be expressly notified to the other Party in writing.

3.5. Compliance with Conditions Precedent to Closing. Upon completion and/or waiver by the entitled Party of all Conditions Precedent, as the case may be, any Party shall, as soon as reasonably practicable, including, but not limited to, the lapse of 30 days from the publishment of the minutes of Sinqia’s GSM, in which Sinqia’s shareholders may exercise their withdrawal right in relation to the approval of the Merger of Shares by Sinqia’s GSM, as provided in Article 137 of Brazilian Corporations Law, send a notice to the other Party confirming such completion and/or waiver of the Conditions Precedent, as applicable, which notice shall be accompanied by sufficient evidence (“Closing Notice”). Upon receipt of the Closing Notice, the relevant Party shall, within ten (10) Business Days, reply to the Closing Notice indicating (a) its agreement with the Closing Notice sent by the other Party (“Confirmation Notice”); or (b) if it requires additional information to confirm the conditions set forth in the Closing Notice, indicating in detail any such request for information.

3.5.1.In the event the relevant Party fails to respond to the Closing Notice within ten (10) Business Days as provided above, then a Confirmation Notice shall be deemed to be issued on the Business Day following the lapse of such period.

3.6. Cooperation for Closing. The Parties and Intervening Parties shall mutually cooperate for the Conditions Precedent to be satisfied within the shortest term reasonably possible, using reasonable efforts to perform the acts and take the measures necessary for that. The Parties, in an irrevocable and irreversible manner, undertake to cooperate with the practice of all necessary acts by the other Parties for the preparation of any documents related to the Transaction, including, without limitation, the Pro Forma Financials, the Appraisal Report and other information and documents required by Applicable Law and obtaining the third parties’ consents, seeking approval of the Transaction in the shortest possible time. Sinqia shall within 2 Business Days counted from the date of Sinqia’s GSM provide the publication of the minutes of Sinqia’s GSM.

3.6.1.Without limitation, each Party or Key Shareholder, as the case may be, shall inform the other Party as soon as possible, subject to Applicable Law, of any act, fact or omission of which it becomes aware and which may affect the fulfillment of any Condition Precedent.

3.6.2.Sinqia and Key Shareholders shall keep Evertec BR informed in case of occurrence of any Material Adverse Change as from the date hereof.

3.6.3.Notwithstanding anything to the contrary contained herein, nothing in Section 3.7 shall require any such cooperation or assistance to the extent that it could result in Sinqia or its Subsidiaries being required to (i) execute any documentation, pledge any assets as collateral securing the Financing prior to the Closing, (ii) agree to pay any commitment or other similar fee, bear any cost or expense or incur any other liability or give any indemnities to any third party or otherwise commit to take any similar action in connection with the Financing prior to the Closing, (iii) take any actions to the extent such actions would (A) unreasonably interfere with the ongoing business or operations of Sinqia, its Subsidiaries or Key Shareholders or otherwise unreasonably interfere with Sinqia’s business, (B) subject any director, manager, officer or employee of Sinqia, its Subsidiaries or Key Shareholders or their respective affiliates to any actual or potential personal liability, (C) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the organizational documents of Sinqia or its Subsidiaries, any Applicable Law or contract to which Sinqia or its Subsidiaries is a party or by which any of their respective properties or assets is bound that is material to Sinqia, its Subsidiaries or Key Shareholders as a whole, or (D) cause (x) any representation or warranty set forth in CHAPTER VI to be inaccurate or breached, (y) any conditions precedent set forth in CHAPTER III to fail to be satisfied or (z) any other breach of this Agreement, (iv) provide access to or disclose information that Sinqia or Key Shareholders reasonably determine in good faith would jeopardize any attorney‑client privilege of, or conflict with any confidentiality requirements applicable to, Sinqia, its Subsidiaries or Key Shareholders or their respective affiliates, or (v) cause any director, manager or equivalent of Sinqia, its Subsidiaries or Key Shareholders to pass resolutions to approve the Financing or authorize the creation of any agreements, documents or actions in connection therewith (other than any director, manager or equivalent of Sinqia or its Subsidiaries who will continue in such a position following the Closing and the passing of such resolutions), in each case that are not contingent on the Closing or would be effective prior to the Closing.

3.7. Without limiting the foregoing, Sinqia shall (a) cause to be prepared and delivered to Evertec Inc (1) in connection with the Financing (a) the audited consolidated financial statements of Sinqia for any fiscal year ended prior to Closing, prepared in accordance with GAAS, presented in accordance with IFRS-IASB, including the audited consolidated balance sheet of Sinqia as of such periods and the related audited consolidated statements of income and comprehensive income, statements of equity and cash flows, together with the audit opinions of the Sinqia’s independent accountants with respect to such audited financial statements and which such financial statements required by this clause (a) shall be delivered no later than 60 days after fiscal year end (and it being understood that if the Closing occurs after fiscal year ended December 31, 2023 but before 60 days after such date, no fiscal year 2023 financial statements need be provided at Closing), (b) the unaudited interim consolidated financial statements of Sinqia for any fiscal quarter ended prior to Closing and each comparative preceding interim period, prepared in accordance with GAAS, presented in accordance with IFRS-IASB, including the unaudited consolidated balance sheet of Sinqia as of such periods and the related unaudited consolidated statements of income and comprehensive income, statements of equity and cash flows and which such interim financial statements required by this clause (b) shall be delivered no later than 45 days after fiscal quarter end; and (2) consents from Sinqia’s auditor to permit Evertec Inc to include the same in its filings with the SEC and (b) promptly provide all such financial and other information and customary cooperation reasonably requested by Evertec Inc in connection with any Financing in each case in the form and manner specified by Evertec (and it being understood that in connection with any debt securities issued by Evertec Inc or its Subsidiaries, customary cooperation shall include using commercially reasonable efforts to obtain customary comfort letters from Sinqia’s auditors and otherwise providing to Evertec Inc all assistance customary for an acquired business in connection with a 144A offering of high yield debt securities).

CHAPTER IV

ACTS OF THE PARTIES, GENERAL SHAREHOLDERS’ MEETINGS AND CLOSING

4.1. Protocol of Merger of Shares. Upon the execution of this Agreement, the managements of Evertec BR and Sinqia shall take all actions to enter into, as soon as possible, the Protocol, together with all the necessary supporting documentation (including the Pro Forma Financials and the Appraisal Report) for the submission of the Merger of Shares to Sinqia’s GSM and Evertec BR’s GSM. The Protocol and the preparatory documents for the Merger of Shares must be previously submitted to the approval by the Board of Directors, to the opinion of the Fiscal Council (Conselho Fiscal) and/or any other administrative bodies of Sinqia which are to provide an opinion or approval on the Protocol of the Merger of Shares. The Parties and Intervening Parties undertake, from now on, to cooperate fully with each other throughout the process for consummation of the Transaction, providing all information and documents reasonably necessary for the expedite preparation of the Protocol and documents required to call and hold Sinqia’s GSM.

4.1.1. Evertec BR will endeavor best reasonable efforts to deliver Pro Forma Financials to Sinqia within twenty (20) days counted from the date hereof.

4.1.2. Call Notice of Sinqia’s GSM. Sinqia’s management shall sign the Protocol and shall call the Sinqia’s GSM, as set forth in the Applicable Law, within no more than five (5) Business Days after delivery, by Evertec BR to Sinqia, of the Pro Forma Financials and the information related to Evertec BR that is required, pursuant to Exhibit A of CVM Resolution 78, for the Sinqia’s GSM to be called. The call notice for Sinqia’s GSM referred to above must be published thirty (30) days in advance of Sinqia’s GSM and such term may not be postponed without the prior written consent of Evertec BR, except in the case of an order from a Governmental Authority.

4.1.3. Absence of Quorum for Installation of Sinqia’s GSM. If the necessary quorum for Sinqia’s GSM installation is not obtained, Sinqia shall publish within two (2) Business Days from the first call of Sinqia’s GSM the call notice of Sinqia’s GSM to be held on second call, and such meeting must take place within no more than eight (8) days after the first publication of said call notice.

4.1.4. Evertec BR’s GSM. Evertec BR’s management shall sign the Protocol on the same date as Sinqia’s management. Evertec BR’s GSM shall be held before Sinqia’s GSM is installed, provided that Evertec BR’s GSM shall approve the Transaction contingent upon approval of the matters submitted to Sinqia’s GSM as set forth in this Agreement.

4.2. BDR Registration and Trading Admission. Evertec Inc and Evertec BR shall take all necessary measures to obtain the registration of the BDR Program with the CVM and the admission of the Evertec Inc BDRs for trade at B3.

4.3. Closing of the Transaction. Subject to any different date required by B3, the consummation of the Merger of Shares shall take place within five (5) Business Days after receipt of the Confirmation Notice, or at such other time or date as Parties may jointly designate.

CHAPTER V

REPRESENTATIONS AND WARRANTIES BY EVERTEC INC AND EVERTEC BR

5.1. Representations and Warranties by Evertec Inc and Evertec BR. Evertec Inc and Evertec BR represent and warrant that the following information is true, complete, precise, accurate and correct, on the date hereof and will continue to be so until Closing (except where the representations and warranties themselves contain a reference to a previous date, in which case they shall be true and correct in all respects as of such date):

(i) Incorporation, Capacity and Authority. Evertec BR is a company duly organized and validly existing according to the Laws of the Federative Republic of Brazil. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of Evertec BR. This Agreement is a valid and binding obligation for Evertec Inc and Evertec BR and is enforceable against Evertec Inc and Evertec BR in accordance with its terms.All corporate approvals required for Evertec Inc to sign this Agreement and comply with its obligations herein have been obtained and there is no additional corporate approval required for Evertec Inc to consummate the Transaction that is not expressly mentioned in this Agreement.

(ii) No Conflicts. The performance of the actions provided for in this Agreement and in the other documents referred to in this Agreement by Evertec Inc and Evertec BR do not materially (a) violate any law or order of any competent authority having jurisdiction over Evertec Inc, Evertec BR or its Subsidiaries; and (b) violate any provision of Evertec Inc’s or Evertec BR's bylaws. There is no pending or imminent lawsuit, proceeding, investigation known to Evertec BR or Evertec Inc or procedure against Evertec BR or Evertec Inc that, if judged unfavorably, would impair the ability of Evertec Inc and Evertec BR to fulfill its obligations under this Agreement, as well as consummate the Transaction.

(iii) Governmental Authorization. The execution of this Agreement and the performance of the actions contemplated herein by Evertec Inc and Evertec BR do not depend on any action, approval, consent or declaration by any Governmental Authority with authority over Evertec BR or Evertec Inc, assuming the representations provided by Sinqia in Sections 6.1(iv), 6.1(v), 6.1(xiv) and by Key Shareholders in Section 6.2(iv) are correct.

(iv) Exemption of SEC Registration. Assuming that Sinqia’s representation provided in Section 6.1(xiv) is correct in all aspects, no registration of the Evertec Inc shares, including in the form of BDRs, under the U.S. Securities Act of 1933, as amended, is required for the offer, issuance and sale of the Evertec BDRs to the shareholders of Sinqia in connection with the transactions contemplated by this Agreement.

(v) Absence of Revenues for Mandatory Notification with CADE. Evertec BR’s economic group, as defined in Brazilian Administrative Council for Economic Defense (CADE) Resolution No. 33, dated April 14, 2022, did not accrue annual revenues equal to or greater than seven hundred and fifty million Reais (R$ 750,000,000.00) in Brazil in the fiscal year ended on December 31, 2022.

(vi) Bribery and Anti-Corruption. Evertec Inc, Evertec BR and its Subsidiaries have not carried out, offered, promised, nor given, directly or indirectly, nor allowed, within the terms of their duties, responsibilities and activities, that any director, employee, representative, consultant or other individual or legal entity, as well as any investment fund, entity or organization, national or foreign acting on their behalf to effect, offer, promise or give any gift, entertainment, payment, loan or other illegal contribution to any Governmental Authority or any officials, agents or employees of a Governmental Authority, in order to benefit Evertec BR or its Subsidiaries, and/or any of their Related Parties, or any Persons in any way, with the intention of: (a) having influence over the applicable Governmental Authority,servant, agent or employee to perform or perform any act or take any decision regarding his position and/or function; or (b) induce any Governmental Authority or employee, servant or agent thereof to perform or cease to perform any act in violation of the conduct recommended or required by applicable law with respect to the Governmental Authority, servant, agent or employee thereof; or (c) induce a Governmental Authority, servant, agent or employee thereof to use its influence to obtain any advantage or favorable treatment for the purpose of assisting Evertec BR or its Subsidiaries, or any of its Related Parties; or (d) perform any act in violation of Anti-Corruption Laws.

(vii) Funding. Evertec BR will have upon Closing all funds necessary to consummate the Transaction and comply with all provisions of this Agreement, including but not limited to the payment for the Redemption of Shares.

5.1.1. No other representation or warranty. Except for the representations and warranties contained in this Agreement, Evertec BR does not provide Sinqia or Key Shareholders with any other representations or warranties, express or implied.

CHAPTER VI

REPRESENTATIONS AND WARRANTIES BY SINQIA AND KEY SHAREHOLDERS

6.1. Representations and Warranties by Sinqia. Sinqia represents and warrants that the following information is true, complete, precise, accurate and correct, on the date hereof and will continue to be so until Closing (except where the representations and warranties themselves contain a reference to a previous date, in which case they shall be true and correct in all respects as of such date):

(i) Incorporation, Capacity and Authority. Sinqia is a publicly-held corporation in Brazil, duly organized and validly existing according to the Laws of the Federative Republic of Brazil. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of Sinqia. This Agreement is a valid and binding obligation for Sinqia and is enforceable against Sinqia in accordance with its terms.

(ii) No Conflicts. The performance of the transactions provided for in this Agreement and in the other documents referred to in this Agreement by Sinqia do not (a) except as referred to in Exhibit 6.1(ii), conflict or result in violation or constitute a material default of any agreement, with invoiced gross revenue equal or superior to R$ 10,000,000.00 (ten million Brazilian Reais) individually considered, in the last 12 months counted from July, 2022 until June 2023, or create a right, or give rise to the allegation of termination or amendment, or will require modification of financial obligations involving an annual amount equal or superior to R$ 10,000,000.00 (ten million Reais) individually considered, in the last 12 months counted from July, 2022 until June 2023, or give rise to early maturity of financial obligations, or cancelation or loss of benefit, or the constitution of any Lien (or obligation to create any Lien) on Sinqia's or its Subsidiaries’ assets, property or rights; nor (b) conflict with or result in default of any obligation arising out of a Governmental Order or authorization, license, permit or consent from a Governmental Authority to which Sinqia or any of its Subsidiaries is subject or is a party to; nor (c) violate any provisions of Sinqia's or its Subsidiaries’ bylaws or articles of association, as the case may be. On the date hereof, there is no pending action, lawsuit or investigation against Sinqia or its respective Subsidiaries that could legally impair the completion of any of the operations provided for in this Agreement and in the other documents referred to in this Agreement.

(iii) Capital Stock. On the date hereof, the share capital of Sinqia is represented exclusively by eighty-seven million nine hundred and forty-one thousand nine hundred and seventy-two (87,941,972) book-entry common shares, registered and with no par value, including three million two hundred and fifty-four thousand eight hundred and seventy six (3,254,876) shares held in treasury, all of which are validly issued and fully subscribed and paid in. Except for the obligations arising from Sinqia's Stock Plans, (a) there are not, on the date hereof, and there will not be on the Closing Date, any put or call options, rights of first refusal, rights of conversion, repurchase or redemption rights or agreements of any nature to the benefit of any Person, to acquire, sell, subscribe, convert, exchange for, repurchase, redeem or otherwise transfer shares issued by Sinqia, that has been granted or issued by Sinqia; and (b) there are no contractual obligations to approve repurchase, redemption or any other form of acquisition of any shares issued by Sinqia or its Subsidiaries.

(iv) Governmental Authorization. The execution of this Agreement and the performance of the actions contemplated herein by Sinqia do not depend on any action, approval, consent or declaration by any Governmental Authority, assuming the representations provided by Evertec Inc and Evertec BR in Section 5.1(v) are correct.

(v) Absence of Revenues for Mandatory Notification with CADE. Sinqia’s economic group, as defined in Brazilian Administrative Council for Economic Defense (CADE) Resolution No. 33, dated April 14, 2022, did not accrue annual revenues equal to or greater than seven hundred and fifty million Reais (R$ 750,000,000.00) in Brazil in the fiscal year ended on December 31, 2022.

(vi) Sinqia's Financial Statements. Sinqia's audited financial statements as of December 31, 2022, disclosed on CVM’s website, as well as any Quarterly Information - ITR or financial statement referring to the period subsequent to December 31, 2022, (jointly, “Sinqia’s Financial Statements”) are or shall be complete and true in all their material aspects, were or shall be prepared in accordance with the Brazilian GAAP, on a consistent basis, throughout all the relevant periods, adequately reflecting, in accordance with the Brazilian GAAP, Sinqia's individual and consolidated financial position, results of operations and cash flows. Sinqia did not have, in the periods covered by Sinqia's Financial Statements, any liabilities or obligations of any nature, involving material amounts, in addition to the liabilities or obligations that were disclosed, reflected or referred to in Sinqia's Financial Statements in accordance with the Brazilian GAAP or in its reference form, disclosed on CVM’s website (“Reference Form”). Since December 31, 2022, Sinqia has been conducting its activities in the normal course of business and in a manner consistent with previously adopted practices.

(vii) Reference Form. Sinqia’s Reference Form, as filed with the CVM, is complete in all material aspects and does not contain any untrue information or statement about a relevant event or omission of information or relevant event that may cause the information and statements contained in Sinqia’s Reference Form not to be true, complete, consistent and/or misleading. On this date, except for the disclosure of the material fact notices related to the Transaction, there is no material fact pending disclosure to the market by Sinqia. Prior to the execution of this Agreement, Sinqia has not disclosed to Evertec Inc, Evertec BR or its Representatives any material non-public information.

(viii) Operational Activities. On this date, there is no event or circumstance that could cause a Material Adverse Change in the operations of Sinqia and/or its Subsidiaries (including due to the execution of this Agreement). Except as provided in Sinqia’s Reference Form, Sinqia and its Subsidiaries have on this date and until Closing Date all the licenses, permits, permissions and authorizations for the opening and operation that are materially necessary to conduct their businesses. There are no material challenges or disputes of any kind regarding the license, permit, permission or authorization for the operation of its establishments.

(ix) Intellectual Property. Sinqia’s and its Subsidiaries’ material Intellectual Property are duly registered and/or protected under Applicable Law and represent all Intellectual Property assets necessary to enable Sinqia and its Subsidiaries to conduct their businesses. Except as referred to in Exhibit 6.1(ix), Sinqia and its Subsidiaries have not received any notice of violation or conflict with third-party rights in connection with any Intellectual Property. The conduct of business by Sinqia and its Subsidiaries does not infringe, misappropriate, unduly use or violate any third-party Intellectual Property rights. All Sinqia’s and its Subsidiaries’ Software are solely owned by Sinqia or its Subsidiaries, as the case may be. Any employee or service provider participating in the development of Software has assigned its copyrights and all software development rights to Sinqia or its Subsidiaries, as the case may be, by operation of Applicable Law or by specific and licit agreements. No developer or any other third parties have any reason to claim ownership of Sinqia’s or its Subsidiaries’ Software or any rights related thereto.

(x) Contingencies, Litigation and Liabilities. There are no obligations, liabilities, contingencies, direct damages, losses, pecuniary or convertible to pecuniary liability (including monetary adjustment, reasonable attorneys' fees and court costs), claims, actions, investigations (that are known by Sinqia), lawsuits, final and non-appealable judgments (including judicial, administrative or arbitration judgements), fines, interest, penalties, costs, expenses and imposition of Liens (including the attachment of assets, property, rights or credits, and/or partial or total, temporary or permanent limitation, to the free use or disposition of any amounts deposited in bank accounts), of any nature, including but not limited to civil, labor, social security, tax, judicial, arbitration or administrative (before or by any person, public entity or arbitrator), involving Sinqia and its Subsidiaries that, according to Sinqia’s management best knowledge, is likely to result in a loss, individually or in the aggregate, higher than five million Reais (R$ 5,000,000.00) and which have not been disclosed in Sinqia’s Reference Form and/or in Sinqia’s Financial Statements.

(xi) Agreements with Related Parties. All transactions carried out by Sinqia and its Subsidiaries with Related Parties complied with the Applicable Law, were carried out under market conditions and were duly accounted for. Any and all Taxes levied on operations carried out by Sinqia and/or its Subsidiaries with Related Parties were duly accounted for and paid. There are no transactions carried out by Sinqia and/or its Subsidiaries with Related Parties that have not been disclosed in Sinqia’s Reference Form as required in Applicable Law.

(xii) Bribery and Anti-Corruption. Sinqia and its Subsidiaries have not carried out, offered, promised, nor given, directly or indirectly, nor allowed, within the terms of their duties, responsibilities and activities, that any director, employee, representative, consultant or other individual or legal entity, as well as any investment fund, entity or organization, national or foreign acting on their behalf to effect, offer, promise or give any gift, entertainment, payment, loan or other illegal contribution to any Governmental Authority or any officials, agents or employees of a Governmental Authority, in order to benefit Sinqia or its Subsidiaries, and/or any of their Related Parties, or any Persons in any way, with the intention of: (a) having influence over the applicable Governmental Authority,servant, agent or employee to perform or abstain to perform any act or take any decision regarding his position and/or function; or (b) induce any Governmental Authority or employee, servant or agent thereof to perform or cease to perform any act in violation of the conduct recommended or required by applicable law with respect to the Governmental Authority, servant, agent or employee thereof; or (c) induce a Governmental Authority, servant, agent or employee thereof to use its influence to obtain any advantage or favorable treatment for the purpose of assisting Sinqia or its Subsidiaries, or any of its Related Parties; or (d) perform any act in violation of Anti-Corruption Laws.

(xiii) Sanctions. Sinqia and its Subsidiaries are not (a) listed on any economic or financial sanctions-related restricted or prohibited list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, Brazil, the European Union or any European Union member state or Her Majesty’s Treasury of the United Kingdom (“Blocked Person”); (b) operating, organized or resident in a country, region or territory which is itself the subject of comprehensive economic or financial sanctions; (c) an entity in which one or more Blocked Persons have in the aggregate, directly or indirectly, a fifty percent (50%) or greater equity interest; (d) an entity Controlled by a Blocked Person; or (e) been notified by any Governmental Authority that it may become a Blocked Person in the future.

(xiv) US Shareholding Base Test Confirmation. As of July 19, 2023, U.S. holders (as defined in Rule 800(h) under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) hold no more than ten percent (10%) of common shares issued by Sinqia that are the subject of the Transaction, in each case as calculated and determined in accordance with Rules 800 and 802 under the Securities Act.

6.1.1. No Other Representation or Warranty. Except for the representations and warranties contained in this Agreement, Sinqia does not provide Evertec BR with any other express or implied representations or warranties.

6.2. Representations and Warranties by Key Shareholders. Key Shareholders represent and warrant, severally and not jointly, to Evertec BR and Evertec Inc that the following information is true, complete, precise, accurate and correct with respect to each Key Shareholders individually considered, on the date hereof and will continue to be so until Closing (except where the representations and warranties themselves contain a reference to a previous date, in which case they shall be true and correct in all respects as of such date):

(i) Incorporation, Capacity and Authority. Each Key Shareholder is duly organized and validly existing according to the Laws of the Federative Republic of Brazil or the United States of America or the Cayman Islands, as applicable. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of each Key Shareholders, as applicable. This Agreement is a valid and binding obligation for all Key Shareholders and is enforceable against all Key Shareholders in accordance with its terms.

(ii) No Conflicts. The performance of the transactions provided for in this Agreement and in the other documents referred to in this Agreement by Key Shareholders do not (a) conflict or result in violation or constitute a default of any material agreement, or create a right, or give rise to the allegation of termination or amendment, or will require modification, or give rise to early maturity of financial obligations, or cancelation or loss of benefit, or the constitution of any Lien (or obligation to create any Lien) on Key Shareholders' assets, property or rights; nor (b) conflict with or result in default of any obligation arising out of a Governmental Order or authorization, license, permit or consent from a Governmental Authority to which Key Shareholders are subject or a party to; nor (c) violate any provisions of Key Shareholders’ bylaws or articles of association, as the case may be. On the date hereof, there is no pending action, lawsuit or investigation against Key Shareholders that could legally impair the completion of any of the operations provided for in this Agreement and in the other documents referred to in this Agreement.

(iii) Governmental Authorization. The execution of this Agreement and the performance of the transactions contemplated herein by Key Shareholders do not depend on any action, approval, consent or declaration by any Governmental Authority.

(iv) Absence of Revenues for Mandatory Notification with CADE. None of the Key Shareholder are considered part of Sinqia’s economic group, per Brazilian Administrative Council for Economic Defense (CADE) Resolution No. 33, dated April 14, 2022.

(v) Operational Activities. Key Shareholders are not aware of any event or circumstance that could cause a Material Adverse Change in the operations of Sinqia and/or its Subsidiaries (including due to the execution of this Agreement).

(vi) Bribery and Anti-Corruption. Key Shareholders have not carried out, offered, promised, nor given, directly or indirectly, nor allowed, within the terms of their duties, responsibilities and activities, that any director, employee, representative, consultant or other individual or legal entity, as well as any investment fund, entity or organization, national or foreign acting on their behalf to effect, offer, promise or give any gift, entertainment, payment, loan or other illegal contribution to any Governmental Authority or any officials, agents or employees of a Governmental Authority, in order to benefit Key Shareholders with the intention of: (a) having influence over the applicable Governmental Authority, servant, agent or employee to perform or perform any act or take any decision regarding his position and/or function; or (b) inducing any Governmental Authority or employee, servant or agent thereof to perform or cease to perform any act in violation of the conduct recommended or required by Applicable Law with respect to the Governmental Authority, servant, agent or employee thereof; or (c) inducing a Governmental Authority, servant, agent or employee thereof to use its influence to obtain any advantage or favorable treatment for the purpose of assisting Key Shareholders or respective Subsidiaries, or any of its Related Parties; or (d) performing any act in violation of Anti-Corruption Laws.

6.2.1.No other Representation or Warranty. Except for the statements and warranties contained in this Agreement, Key Shareholders do not provide Evertec BR with any other representations or warranties, express or implied.

CHAPTER VII

OTHER PROVISIONS

7.1. Publicity; Material Fact.This Agreement and its execution shall be disclosed to the market and to the shareholders of Sinqia and Evertec Inc in a coordinated manner in accordance with the Applicable Law and/or regulation applicable to each of them. None of the Parties, Intervening Parties or their consultants shall issue, authorize or determine the publication of a material fact notice, notice to the market, press release, or any other form of public announcement related to this Agreement and the other documents and operations referred to in this Agreement, without the prior written consent of Sinqia and Evertec Inc, except as required by Applicable Law or regulation, including registrations with Governmental Authorities, as necessary, in which case the disclosing Person will use their reasonable best efforts to consider and incorporate the comments received into the content of said communication or announcement before its release. Sinqia and Evertec Inc shall communicate with each other and endeavor their best efforts to disclose and publish all material fact notices or mandatory announcements at the same time, in accordance with the Applicable Law and/or regulation applicable to each of them. Sinqia and Evertec Inc shall agree on the content of said material fact notices or announcements prior to their disclosure.

7.2. Confidentiality. As of this date, the Parties and Intervening Parties undertake to keep, on a confidential basis, all documents and confidential information related to the Parties, the Intervening Parties or the Transaction (“Confidential Information”), except (i) to the extent that it can be proved that the information in question (a) is in the public domain; or (b) was subsequently and legally acquired by any of the Parties or Intervening Parties from other sources, without violation of any Applicable Law of Governmental Oder or obligation of confidentiality; or (ii) to the extent required by the sources of Financing; provided that, notwithstanding anything to the contrary in this Agreement, the Parties and Intervening Parties shall be permitted to use Confidential Information in connection with any filings with Governmental Authorities required or advisable in connection with the Transaction. Confidential Information may only be disclosed in the event that any of the Parties and Intervening Parties is required to disclose the Confidential Information in question by virtue of a Governmental Order. In any event in which Confidential Information is disclosed, the Party or Intervening Party that discloses the Confidential Information must first inform the other Parties and Intervening Parties before any disclosure, so Parties can send comments and endeavor commercially reasonable efforts to agree on the content of such disclosure.

7.3. Regular Course of Business. Except as otherwise specified in this Agreement, as from the date hereof and until Closing, Sinqia agrees to conduct its operations in accordance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld:

(i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM;

(ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023;

(iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be;

(iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person;

(v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship;

(vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein;

(vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party;

(viii) promote any change in its accounting policies and practices, except if required by Applicable Law;

(ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets;

(x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;

(xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period;

(xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person;

(xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof;

(xiv) donate or freely assign any asset, right, or any form of property, to any Person;

(xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD;

(xvi) engage in new lines of business;

(xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement;

(xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees;

(xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or

(xx) agree, promise or undertake to perform any of the acts described above.

7.4. Cooperation regarding Sinqia’s Debentures. The Parties shall cooperate for the purpose of obtaining consent or waiver for non-acceleration of the maturity date or contracting the prepayment of Sinqia’s Debentures, making any submissions, filings, requests, notifications and other communications necessary, including: (i) procuring the attendance at each meeting as is requested or deemed necessary for purposes of the relevant prepayment; and (ii) providing all financial, organizational, operational and other information or documents as is requested or deemed necessary for purposes of the relevant prepayment, in each case, for the purpose of making any submissions, filings, notifications, requests or other communication required.

7.4.1. Upon express instructions by Evertec, Sinqia undertakes to notify the holders of the Sinqia’s Debentures within five (5) Business Days prior to the Closing Date informing its intention to prepay the Sinqia’s Debentures conditioned upon occurrence of Closing, in accordance with the exact terms instructed by Evertec.

CHAPTER VIII

EXCLUSIVITY OBLIGATIONS

8.1. Exclusivity. Sinqia undertakes, directly and/or indirectly, from this date until what occurs first between: (i) the Closing of the Transaction; or (ii) termination of this Agreement, as set forth in CHAPTER IX below (“Exclusivity Period”) that:

(a) the Parties will have the sole and exclusive right to negotiate and implement the Transaction;

(b) Sinqia shall not, and shall cause its affiliates, directors, officers, employees, consultants, advisors, agents and any other representatives (“Representatives”) not to, directly or indirectly: (i) take any action to invite proposals concerning or relating to, or take any action to solicit, encourage, facilitate, initiate or participate in, (ii) provide or make available any non-public information to any third party in connection with, (iii) enter into or continue any negotiations or discussions concerning, or (iv) enter into any agreement, commitment, letter of intent, memorandum of understanding, term sheet or other instrument, whether binding or non-binding; in each of the cases mentioned under items (i), (ii), (iii) and (iv) relating to a potential merger, consolidation, business combination, tender offers or other similar direct or indirect transaction with any person involving, directly or indirectly, any transfer, sale, encumbrance or disposal to a third party or its Subsidiaries of: (1) any shares of capital stock; (2) other equity interests; (3) indebtedness or other securities convertible into or exchangeable to equity interests; (4) any sale or disposition of any of Sinqia’s or any of its Subsidiaries’ Relevant Assets to the conduct its businesses; or (5) any partnership, joint venture or strategic alliances that may impact the consummation of the Transaction (any of the foregoing, an “Alternative Transaction”);

(c) Sinqia will, and will cause their respective Representatives to immediately cease any activities, discussions or negotiations with any person or entity (other than Evertec BR or its Representatives) conducted heretofore with respect to any Alternative Transaction;

(d) Sinqia shall take all measures, and shall cause its Representatives, to (a) approve and execute the Protocol of the Merger of Shares; (b) consummate the Transaction, after the approval of the Transaction by Sinqia’s GSM, subject to the provisions set forth in this Agreement; and (c) to the extent applicable, reject and/or recommend the rejection of any Alternative Transaction or Competing Offer that may be presented, launched or offered; and

(e) in the event that Sinqia (whether directly or by means of a Representative) receives any proposal, offer or indication of interest from any Person regarding any Alternative Transaction, Sinqia or its Representatives shall, promptly (but in no event later than the end of the Business Day following the receipt of any such communication) communicate Evertec BR about the existence of a third party proposal, offer or indication of interest; and shall not discuss, entertain or participate in any discussions or negotiations with respect to such Alternative Transaction proposal, offer or indication of interest.

CHAPTER IX

TERMINATION

9.1. Termination. Notwithstanding the application of the Break-Up Fee agreed to in CHAPTER X below, as applicable, this Agreement may be terminated before the Closing Date:

(i) if the Closing of the Transaction does not occur within twelve (12)months as of the date hereof, except if such delay is due to the fault (culpa) or intent (dolo) of one of the Parties or Intervening Parties, in which case the other Party may choose to extend the term of this Agreement until Closing occurs;

(ii) by mutual written consent of the Parties;

(iii) by Evertec BR, at its free and exclusive discretion, if Sinqia or any of the Key Shareholders fails to fulfill any obligation provided for in this Agreement and such non-compliance is not remedied within thirty (30) days as from receipt of notice to that effect sent by Evertec BR;

(iv) by Sinqia, at its free and exclusive discretion, if Evertec BR or Evertec Inc fails to fulfill any obligation provided for in this Agreement and such non-compliance is not remedied within thirty (30) days as from receipt of notice to that effect sent by Sinqia; or

(v) by Evertec BR, at its free and exclusive discretion, if an event or circumstance takes place resulting in the Break-Up Fee being due by Sinqia to Evertec BR.

9.2. This Agreement shall automatically terminate in the event the Transaction is rejected at Sinqia GSM.

9.3. Effects of Termination. In the event of termination of this Agreement as set forth in Section 9.1 and Section 9.2 the obligations provided for in Section 7.1 and Section 7.2, as well as the obligations set forth in CHAPTER X (as applicable), CHAPTER XI and CHAPTER XII shall survive for the period in which such obligations last in accordance with said Sections and Chapters.

9.4. The termination of this Agreement shall not relieve any Party from any liability for fraud or any knowing and intentional breach of any covenant or obligation contained in this Agreement. For purposes of this Agreement, “knowing and intentional breach” shall mean a breach or failure to perform a covenant or obligation that is a consequence of an act intentionally undertaken by the breaching Party with the actual knowledge that the taking of such act would, or would reasonably be expected to, cause a material breach of this Agreement.

CHAPTER X

BREAK-UP FEE

10.1. The Parties agree that Sinqia shall pay a break-up fee to Evertec Inc equivalent to one hundred twenty million Reais (R$ 120,000,000.00) in case any of the following events take place (“Sinqia Break-Up Fee”):

(i) if a Competing Offer comes up at any time before the Closing or the termination of this Agreement, whatever happens first and such Competing Offer is accepted by Sinqia any time within twelve (12) months after its presentation or announcement;

(ii) in case of non-compliance by Sinqia with the exclusivity obligations provided in CHAPTER VIII;

(iii) in case the Closing does not take place due to non-satisfaction of the Conditions Precedent to be Fulfilled by Sinqia set forth in items (i), (iii), (vi) and (vii) of Section 3.3, provided that the Sinqia Break-Up Fee shall not apply if such non-satisfaction of the Conditions Precedent to be fulfilled by Sinqia set forth in Section 6.1(i) results from a breach to the representation contained in Section 6.1(x) arising exclusively from new litigation involving Sinqia or its Subsidiaries that (a) commence after the execution of this Agreement and which has not been threatened, notified or known to Sinqia until the date hereof and (b) would not represent a breach to the representations given by Sinqia as of this date.

10.1.1. Parties hereby agree that the Sinqia Break-Up Fee shall not be due in case of mere rejection of the Transaction by Sinqia’s GSM, with due observance to Section 10.1.2 below.

10.1.2. In case of proven willful misconduct (dolo) or fraud by any of the Parties, there shall be no limitation on the amount to be claimed, charged or collected by the other Party against the breaching Party.

10.2. The Parties agree that Evertec BR shall pay a break-up fee to Sinqia equivalent to seventy two million Reais (R$ 72,000,000.00) in case Evertec Inc or Evertec BR do not fulfill their obligation to consummate the Closing after all Conditions Precedent have been satisfied (or waived, as the case may be) (“Evertec Break-Up Fee” and, jointly with Sinqia Break-Up Fee, the “Break-Up Fee”).

10.3. In any of the cases set forth herein, the relevant Party shall pay the owed Break-Up Fee to the other Party within up to 5 (five) Business Days from the date of occurrence of the fact triggering the Break-Up Fee.

10.4. If there is a delay in the payment of the Break-Up Fee, the Party who owes the Break-Up Fee shall be required to pay (i) a penalty of one percent (1%) of the unpaid amount, plus (ii) the unpaid amount adjusted by the SELIC plus (iii) interests equal to one percent (1%) per month, calculated pro rata die, from the first day overdue until the date of effective payment.

CHAPTER XI

LAW AND ARBITRATION

11.1. Arbitration. Any dispute arising out of or in connection with this Agreement that is not amicably settled shall be submitted to arbitration, pursuant to Brazilian Law No. 9,307/96, to be administered by the Arbitration Chamber instituted by B3 (“Arbitration Chamber”) in accordance with its arbitration rules in force at the time of initiation of the arbitration (“Arbitration Rules”).

11.2. Constitution of the Arbitral Tribunal. The arbitral tribunal shall be composed of three (3) arbitrators. The claimant(s) shall appoint one (1) co-arbitrator and the respondent(s) shall appoint one (1) co-arbitrator, as per the Arbitration Rules. The two (2) co-arbitrators, shall jointly appoint the third arbitrator, who will act as president of the arbitral tribunal. If any of the parties to the arbitration fail to appoint the respective co-arbitrator, or if the two (2) co-arbitrators fail to agree on the appointment of the president of the arbitral tribunal within the time limits established by the Arbitration Chamber, the Arbitration Chamber shall make the missing appointments, as per the Arbitration Rules. Any provision in the Arbitration Rules referring to limitations to the appointment of arbitrators among those included in any arbitrators’ list shall not be applied.

11.3. Multiparty Arbitration. In case of an arbitration involving three (3) or more parties in which (i) these parties are not set in just two groups of claimants or respondents; or (ii) the parties set in the same group of claimants or respondents disagree in relation to the appointment of the respective co-arbitrator, all arbitrators shall be appointed by the Arbitration Chamber, as per the Arbitration Rules, unless all the parties to the arbitration agree otherwise.

11.4. Seat, Applicable Law and Language of the Arbitration. The seat of arbitration shall be the City of São Paulo, State of São Paulo, Brazil. The law applicable to this Agreement, the Transaction and the arbitration shall be the Brazilian law and the arbitrators shall not decide the dispute ex aequo et bono or as amiable compositeur. The language of the arbitral proceedings shall be English, provided that evidence may be produced in Portuguese without the need for translation.

11.5. Urgent Measures. Prior to the constitution of the arbitral tribunal, any request for urgent measure may be addressed to the courts or to the emergency arbitrator, as per the Arbitration Rules. After the constitution of the arbitral tribunal, any request for urgent measures shall be addressed directly to the arbitral tribunal, which may grant, uphold, modify or revoke any measure previously requested to the courts or to the emergency arbitrator, as the case may be.

11.6. Venue for Judicial Measures. Without prejudice to this arbitration clause, the Courts of São Paulo, State of São Paulo, Brazil shall have exclusive jurisdiction for any judicial request related to (i) the commencement of the arbitration, as per Article 7 of Brazilian Law No. 9,307/96; (ii) provisional or urgent measures, as per art. 22-A of Brazilian Law No. 9,307/96; (iii) the enforcement of extrajudicial enforcement title, without prejudice to the creditor’s prerogative pursuant to art. 781 of Brazilian Law No. 13,105/2015; (iv) the enforcement of arbitral awards, without prejudice to the creditor’s prerogative pursuant to art. 516, sole paragraph, of Brazilian Law No. 13,105/2015; (v) the annulment of or request for a supplemental arbitral award, as per Articles 32 and 33, § 4, of Brazilian Law No. 9,307/96; and (vi) any other disputes that are not subject to arbitration pursuant to Brazilian law. The filing of any judicial request admitted by or compatible with Brazilian Law No. 9.307/96 shall not be construed as a waiver to arbitration.

11.7. Confidentiality. The arbitral proceedings (including its existence, the parties’ allegations and statements, third-party statements, evidence and documents presented, as well as any decisions rendered by the arbitral tribunal) shall be confidential and shall only be disclosed: (i) to the arbitral tribunal, the parties to the arbitration, its representatives and any person necessary to the proper conduction and the result of the arbitration; (ii) if disclosure of a specific information is required for compliance with duties imposed by Applicable Law; (iii) if the relevant information has been made public by any mean that does not represent a breach of this provision; or (iv) if disclosure of such information is necessary for purposes of any judicial request admitted by or compatible with Brazilian Law No. 9,307/96.

11.8. Costs and Expenses. During the arbitration, the costs of the proceedings, including the administrative costs of the Arbitration Chamber, arbitrator’s fees and independent expert’s fees, when applicable, shall be borne by the parties to the arbitration as per the Arbitration Rules. The arbitral award shall order the losing party to reimburse the winning party, according to the outcome of their respective claims and taking into account other circumstances that the arbitral tribunal may deem relevant, for the costs of the arbitration as well as other reasonable expenses incurred by the parties to the arbitration, including contractual attorney’s fees, expert’s fees and other expenses that may be necessary or useful for the arbitral proceedings. The arbitral tribunal shall not order payment of legal attorney’s fees (honorários de sucumbência).

11.9. Consolidation. The Arbitration Chamber (if before the execution of the terms of reference) or the arbitral tribunal (if after the execution of the terms of reference) may, upon request of one of the parties to simultaneous arbitral proceedings, consolidate simultaneous arbitral proceedings involving this agreement or related instruments if: (i) the arbitration agreements are compatible; (ii) the existing or pending arbitrations relate to substantially similar questions of law or fact; and (iii) there is no unjustifiable harm caused to one of the parties to the consolidated arbitrations. In this case, the jurisdiction to consolidate shall be incumbent upon the first arbitral tribunal constituted and its decision shall be final and binding upon all parties to the consolidated arbitrations.

11.10. Prevalence. In case of any dispute arising out of or in connection with the Sinqia’s bylaws, this arbitration agreement shall be applicable and shall prevail over the provisions of Section VIII, Article 33 of the bylaws in case of any discrepancy or incompatibility.

11.11. Commitment Clause. The Parties hereby declare that they are bound by this arbitration clause and undertake to participate in any arbitration that may be commenced, as well as to comply with the arbitral tribunal’s orders, decisions and awards. The Parties declare their consent for any eventual disputes also related to the Voting Commitment shall be decided in the same arbitration procedure based on this arbitration clause.

CHAPTER XII

MISCELANNEOUS

12.1. Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be valid and binding unless it is in writing and signed by (a) the Party expressing such waiver or (b) all the Parties and Intervenient Parties, in case of amendment. No waiver by any Party of any breach or violation of, default under, or inaccuracy in any representation, warranty, covenant, or agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation, warranty, covenant, or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

12.2. Expenses and Taxes. Each Party shall bear its own taxes incurred as a result of the Transaction. Each Party shall bear its own expenses incurred in the preparation, negotiation and execution of the definitive documents, including all fees and expenses of agents, consultants, representatives, lawyers and accountants, whether or not the Transaction is consummated.

12.3. Without prejudice to the Break-up Fee and termination provisions set forth herein, Evertec BR shall always be entitled to take any measures and legal remedies aiming at Closing the Transaction in an expedited manner, including through specific enforcement of the obligations undertaken herein and in the Voting Agreement. In case of willful misconduct (dolo) or fraud by any of the Parties, there shall be no limitation on the amount to be claimed, charged or collected by the other Party.

12.4. Entire Agreement. This Agreement, together with its Exhibits, the non-compete agreements pursuant Section 2.8 and the Voting Commitment constitute the only and complete understanding between the Parties regarding the matters dealt with herein. The Parties agree that this Agreement faithfully records all negotiations previously held by them, as well as their intentions with respect to the matters dealt with herein.

12.5. Notices. Unless as otherwise expressly provided herein, all notices or communications that must be sent by either Party to the others must be made by hand delivered letter, registered letter with acknowledgment of receipt, or through the notary or court. Either Party may change the address for notifications, provided it notifies the other Parties in this regard.

(a) to Sinqia (until the Closing Date):

Rua Bela Cintra, No. 755, 7th floor, Consolação, CEP 01415-003, São Paulo / SP[Address]

Attn.: Bernardo Francisco Pereira Gomes / Thiago Almeida Ribeiro da Rocha

E-mail: Bernardo.gomes@sinqia.com.br / thiago.rocha@sinqia.com.br

(b) to Key Shareholders:

Bernardo

Rua Bela Cintra, No. 755, 7^th floor, Consolação, CEP 01415-003, São Paulo / SP

E-mail: Bernardo.gomes@sinqia.com.br

Antonio

Rua Bela Cintra, No. 755, 7^th floor, Consolação, CEP 01415-003, São Paulo / SP

E-mail: Luciano.camargo@sinqia.com.br

Hix Funds

Rua Campos Bicudo, No. 98, office 61, Jardim Europa, São Paulo / SP Attn.: Sidnei Almeida

E-mail: sidnei.almeida@hixcapital.com.br

Tarpon Funds

Avenida Magalhães de Castro, No. 4800, 12^ndfloor, Torre 1, Cidade Jardim, São Paulo/ SP Attn.: Bruno Gebara

E-mail: bruno.gebara@tarpon.com.br

Alameda Lorena, 638, 3rd floor, offices 31 and 32, Jardim Paulista, CEP 01424-002, São Paulo/SP

Attn.: Pilar Bazterrica

E-mail: Pilar.Bazterrica@evertecinc.com

(d) to Evertec Inc:

Cupey Center Building, Road 176, Kilometer 1.3, San Juan, Puerto Rico 00926

Attn.: Luis A. Rodríguez / Alberto López Gaffney

E-mail: luis.rodriguez@evertecinc.com / alberto.lopezgaffney@evertecinc.com / legal@evertecinc.com

12.6. Assignment. This Agreement is binding on and benefits the Parties, their successors and permitted assignees, provided that any assignment of obligations and rights of this Agreement by any Party requires the prior written consent of the other Parties.

12.7. Waiver. The eventual refraining of any of the Parties from exercising the rights and privileges provided for in this Agreement shall not mean their waiver or novation, which shall continue to be exercisable at any time, in compliance with the Applicable Law. Any waiver shall only be effective if granted in writing.

12.8. Irrevocability and Irreversibility. This Agreement is entered into on an irrevocable and irreversible basis. The Parties undertake to fully comply with and enforce all that is agreed between them in this Agreement, and therefore acknowledge and claim to be null and ineffective, between themselves or any third party, any attitude and/or measure taken in disagreement with the agreement herein and/or that represents a violation of the obligations assumed by the Parties to this Agreement.

12.9. Specific Performance. This Agreement is subject to specific performance rules, pursuant to the Brazilian Code of Civil Procedure (Brazilian Law No. 13,105/2015).

12.10. Severability. If, at any time, any provision of this Agreement is found to be illegal, void or unenforceable by any competent court, that provision will have no force or effect, and the illegality or enforceability of that provision will have no effect and will not impair the enforceability of any other provision of this Agreement. The Parties hereby agree that, should the defined structure and other steps of the Transaction be questioned or have their execution in the form provided herein limited by the determination of a competent Governmental Authority, the Parties shall discuss in good faith an alternative structure that achieves the same objectives and is substantially equivalent to the current structure, including with a view to preserving, without any negative economic impact, the other agreements and commitments undertook by the Parties, including the Intervening Parties, within the scope of the Transaction.

12.11. Sinqia and its affiliates and their respective directors, officers and Key Shareholders (the “Sinqia Parties”) shall not have any rights or claims against any of the financial institutions providing financing to Evertec Inc and their respective affiliates, officers, directors, employees, attorneys, advisors, agents and representatives (each a "Debt Financing Party") in any way relating to this Agreement, including as a result of a failure if any Debt Financing Party to fund its debt financing commitments. Without limiting the foregoing, it is agreed that any claims or causes of action brought against any Debt Financing Party in its capacity as such will not be brought in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New. It is further agreed that this provision shall not be amended in a manner that would be adverse to the Debt Financing Parties without the consent of the Debt Financing Parties.

12.12. The Parties agree and acknowledge the veracity, authenticity, integrity, validity and effectiveness of this Agreement under the terms of Articles 104 and 107 of the Brazilian Civil Code, and expressly agree that they may be signed by electronic signature (with or without digital certificates). The Parties acknowledge and recognize that such electronic signatures shall be deemed valid and binding to the Parties even if the platform used relies on digital certificates which are not issued by Infraestrutura de Chaves Públicas - ICP-Brasil, in accordance with the terms §2 of Art. 10 of the Provisional Measure No. 2,200-2, dated as of August 24, 2001.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed electronically in the presence of the two (2) witnesses below.

São Paulo, July 20, 2023.

(Signature pages to follow)

Parties:

EVERTEC BRASIL INFORMÁTICA S.A.

By: Pilar Maria Bazterrica

SINQIA S.A.

Name: Bernardo Francisco Pereira Gomes

Title: Officer

Name: Thiago Almeida Ribeiro da Rocha

Title: Officer

Intervening-Consenting Parties:

EVERTEC, INC.

Name: Alberto López Gaffney

Title: Officer

	/s/ ANTONIO LUCIANO DE CAMARGO FILHO
ANTONIO LUCIANO DE CAMARGO FILHO		BERNARDO FRANCISCO PEREIRA GOMES


HIX CAPITAL SPO III FUNDO DE INVESTIMENTO DE AÇÕES		HIX AUSTRAL FUNDO DE INVESTIMENTO EM AÇÕES
Hix Investimentos Ltda.		Hix Investimentos Ltda.
By: Rodrigo Heilberg		By: Rodrigo Heilberg


CLIQUE J FUNDO DE INVESTIMENTOS EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg		DUO HIX CAPITAL FUNDO DE INVESTIMENTO DE AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX CAPITAL 051 FUNDO DE INVESTIMENTO DE AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg		HIX CAPITAL LONG TERM EWM FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX CAPITAL LONG TERM FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg		HIX CAPITAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX CAPITAL INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg		HIX PREV 100 MASTER FUNDO DE INVESTIMENTO MULTIMERCADO Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX PREV II MASTER FUNDO DE INVESTIMENTO MULTIMERCADO Hix Investimentos Ltda. By: Rodrigo Heilberg			HIX PREV III MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX PREV IV MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg			HIX CAPITAL HS FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX CAPITAL FUND SPC - HIX EQUITIES 1 SEGREGATED PORTFOLIO Hix Investimentos Ltda. By: Rodrigo Heilberg

TARPON WAHOO MASTER FUNDO DE INVESTIMENTO EM AÇÕES

TPE Gestora de Recursos Ltda.

By: Caio Lewkowicz

TPE Gestora de Recursos Ltda.

By: Fabrício Carvalho Silva

SQI MASTER FUNDO DE INVESTIMENTO EM AÇÕES

TPE Gestora de Recursos Ltda.

By: Caio Lewkowicz

TPE Gestora de Recursos Ltda.

By: Fabrício Carvalho Silva

TP PARTNERS PUBLIC EQUITIES FUND, LP

TPE Gestora de Recursos Ltda.

By: Caio Lewkowicz

TPE Gestora de Recursos Ltda.

By: Fabrício Carvalho Silva

Witnesses:

Name: Pedro Gomez Reyes

Name: Diego dos Santos Rodrigues Pereira

Exhibit 10.1

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,

(i) 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, 7^th floor, Consolação, in the City of São Paulo, State of São Paulo (“Antonio”);

(ii) 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, 7^th floor, Consolação, in the City of São Paulo, State of São Paulo (“Bernardo”);

(iii) 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”);

(iv) 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^ndfloor, 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,

(v) 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, 3^rd floor, suites 31 and 32, Jardim Paulista, CEP 01424-002, herein represented in accordance with its bylaws (“Evertec BR”),

and, as intervening-consenting parties,

(vi) 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, 7^th floor, Consolação, CEP 01415-003, herein represented in accordance with its bylaws (“Sinqia”); and

(vii) 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

(i) 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;

(ii) 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”);

(iii) 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

(iv) 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-Corruption Laws” 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.

“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.

“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; (b) 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.

“Lien” means any encumbrance, charge, lien, license, pledge, security interest, mortgage, deed of trust, or other similar restrictions on title, use or ownership.

“Protocol” means the Protocolo e Justificação de Incorporação de Ações de Emissão da Sinqia S.A pela Evertec Brasil Informática S.A., as required pursuant to Article 224 and 225 of the Brazilian Corporations Law, strictly reflecting the terms and conditions herein and those required by the Brazilian Corporations Law.

“Reais” or “R$” means the lawful currency of the Federative Republic of Brazil.

“Related Parties” has the meaning assigned to such term in the applicable accounting rules approved by CVM.

“SEC” means the U.S. Security and Exchange Commission.

“SELIC” means the base interest rate of Sistema Especial de Liquidação e de Custódia – SELIC, as administered by the Central Bank of Brazil, or any other index that may replace it.

“Sinqia’s GSM” shall mean Sinqia’s general shareholders’ meeting called to approve: (a) the Protocol; (b) the Merger of Shares; (c) the authorization for the management of Sinqia to subscribe Evertec BR New Shares (as defined in the Merger Agreement) on the Closing Date; (d) the waiver of Evertec BR obligation to be listed in the Novo Mercado special segment of B3 due to the Transaction, as required by Article 46, Sole Paragraph, of the Novo Mercado Ruling; and (e) the authorization for Sinqia’s management to adopt all measures necessary to perform the resolutions taken.

“Sinqia’s Stock Plans” shall have the meaning ascribed thereto in the Merger Agreement.

“Subsidiary” means, with respect to a Person, any partnership, limited liability company, corporation or other business entity Controlled by a certain other Person.

“Transfer” means any sale, transfer, assignment, contribution, pledge, donation, exchange, encumbrance, disposal, lease grant of options or any other means of disposal (including any contract, option or other arrangement or understanding with respect to any of the above) to any person, in whole or in part, with or without consideration.

1.2. Further Defined Terms. The terms below shall have the meanings ascribed to them in the indicated Section:

	Defined Terms	Section
	Agreement	Preamble
	Alternative Transaction	4.1(b)
	Antonio	Preamble
	Arbitration Chamber	10.1
	Arbitration Rules	10.1
	Bernardo	Preamble
	Blocked Person	5.2(v)
	Bound Shares	2.1
	Evertec BR	Preamble
	Exclusivity Period	4.1
	Fine for Breach	7.1
	HIX Funds	Preamble
	Key Shareholders	Preamble
	Merger Agreement	Whereas (ii)
	Merger of Shares	Whereas (ii)
	Redemption of Shares	Whereas
	Representatives	4.1(b)
	SFA Funds	Preamble
	Sinqia	Preamble
	Tarpon Funds	Preamble
	Transaction	Whereas (iii)
	Transfer Restrictions	2.3

1.3. Interpretation.

(iv) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(v) All references to any of the Parties include their respective successors authorized by Applicable Law and permitted assigns authorized by this Agreement.

(vi) For all purposes of this Agreement, Sinqia and Key Shareholders shall be deemed to be on one side and Evertec BR and Evertec Inc on the other side of this Agreement and the Transaction.

(vii) This Agreement was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party as having been drafted by it will not apply to any construction or interpretation of this Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. Each Party acknowledges and agrees that any rule of law or any legal decision that would require interpretation of any claimed ambiguities in the Transaction documents against the drafting Party has no application and is expressly waived by the Parties.

CHAPTER II

PURPOSE

2.1. This Agreement binds all shares issued by Sinqia held by Key Shareholders (and/or their permitted successors and assigns) on this date, and those that may be held by the Key Shareholders in the future, and any rights for subscription of shares or right for conversion or exchange for shares issued by Sinqia, as well as all the rights and prerogatives inherent thereto, which may be granted, at any time, to the Key Shareholders (and/or to their successors and permitted assigns) (“Bound Shares”).

2.2. The Key Shareholders hereby irrevocably and irreversibly undertake to comply with the provisions of this Agreement as to (i) exercise the voting rights inherent to the Bound Shares as per the terms and conditions set forth herein; (ii) comply with the restrictions on the transfer of the Bound Shares provided for herein, and with all obligations set forth in this Agreement and in the Merger Agreement; (iii) comply with the exclusivity obligations undertaken herein; as well as (iv) take all reasonable actions in order to assure Closing of the Transaction, as set forth in the Merger Agreement.

2.3. On this date, and immediately after the execution of this Agreement, the Parties will file a copy of this Agreement at Sinqia’s head offices, for all purposes of Article 118 of Brazilian Corporation Law. Within two (2) Business Days as from the date hereof, Key Shareholders and Sinqia shall send to the bookkeeping agent of the Bound Shares a notice informing that the Bound Shares cannot be Transferred as from the date hereof and until the date Sinqia’s GSM is held and votes on the Transaction (inclusive) or the date of termination of the Merger Agreement, whichever happens first (“Transfer Restriction”). Within two (2) Business Days counted as of this date, Key Shareholders and Sinqia shall make all necessary arrangements, directly or by means of an entity that can provide brokerage services concerning the Bound Shares, to ensure that the Transfer Restriction over the Bound Shares is registered with the B3. The Parties further agree that, within five (5) Business Days counted from the date hereof, each Key Shareholders shall deliver a notice (with the relevant ancillary documents) to Evertec BR informing that the Transfer Restriction is effective.

2.3.1.Sinqia is hereby authorized and required, and Sinqia hereby agrees and undertakes, to consider the votes of the Key Shareholders to having been cast as provided for in this Agreement and to disregard any vote in the contrary as null and void.

2.3.2.Any refusal of Key Shareholders to vote in accordance with this Agreement, or any abstention to vote, shall be subject to the provisions Article 118, paragraphs 8 and 9, of Brazilian Corporations Law. For the avoidance of doubt, any vote exercised in breach of this Agreement shall be considered null and void by the chairperson of a relevant meeting.

2.3.3.The Key Shareholders further agree that the rights underlying the Bound Shares, or arising from their ownership, may not be exercised unless in accordance with this Agreement, without prejudice to other legal effects and specific penalties provided for in this Agreement.

CHAPTER III

VOTING COMMITMENTS AND OBLIGATIONS

3.1. As a condition for Evertec BR to propose and carry out the Transaction, Key Shareholders hereby irrevocably and irreversibly undertake to perform all necessary acts, and cooperate with the performance of all necessary acts of the other Parties in order to comply with the Merger Agreement and to approve and consummate the Transaction, including, without limitation:

(i) All Key Shareholders shall attend Sinqia’s GSM and vote in favor of any and all matters or proposals that may be necessary or required for the consummation of the Transaction, at Sinqia’s GSM or any other shareholders’ meetings of Sinqia called or required for the Transaction, either by (a) timely sending their bulletins for distance voting (boletins de voto à distância), as authorized by CVM applicable regulation and in accordance with Sinqia’s instructions; or (b) attending the shareholders’ meetings, in accordance with Sinqia’s instructions;

(ii) All Key Shareholders shall reject any matter, proposal or offer that may harm, impair or otherwise conflict with the Transaction or with any other obligation undertook within the Merger Agreement, including, but not limited to, (a) in case a tender offer to acquire the shares issued by Sinqia is announced or launched by a third-party, Key Shareholders shall vote against such tender offer (in case such tender offer is presented for their approval in any corporate resolution); and (b) in case a shareholders’ meeting of Sinqia is called to vote on the waiver of the poison pill provided in Article 30 of the Bylaws of Sinqia or in any other matter that would benefit or enable an Alternative Transaction (as defined below) to take place, Key Shareholders shall vote against such matter (except if such shareholders’ meeting is called at the request of Evertec BR, in which case Key Shareholders shall vote as requested by Evertec BR, as applicable);

(iii) In case a tender offer to acquire the shares issued by Sinqia is announced or launched by a third-party, Key Shareholders shall not tender the Bound Shares in such tender offer; and

(iv) In case Sinqia’s GSM is not called by the management of Sinqia within 5 (five) Business Days after the delivery, by Evertec BR to Sinqia, of the information and documents required under Section 4.1.1 of the Merger Agreement, the Key Shareholders shall, pursuant to Article 123 of the Brazilian Corporations Law, exercise their rights and require the Sinqia’s Board of Directors to call Sinqia’s GSM, and in the event Sinqia’s GSM is not called by its Board of Directors, the Key Shareholders shall directly call the Sinqia’s GSM to (a) approve and execute the Protocol of the Merger of Shares; and (b) approve any matters required for the approval and/or consummation of the Transaction.

CHAPTER IV

EXCLUSIVITY; COOPERATION

4.1. Exclusivity. Key Shareholders undertake, directly and/or indirectly, from this date until what occurs first between (i) the Closing of the Transaction; or (ii) termination of this Agreement, as set forth in Chapter VI below (“Exclusivity Period”) that:

(a) the Parties will have the sole and exclusive right to negotiate the Transaction;

(b) Key Shareholders shall not, and shall cause its affiliates, directors, officers, employees, consultants, advisors, agents and any other representatives (“Representatives”) not to, directly or indirectly: (i) take any action to invite proposals concerning or relating to, or take any action to solicit, encourage, facilitate, initiate or participate in, (ii) provide or make available any non-public information to any third party in connection with, (iii) enter into or continue any negotiations or discussions concerning, or (iv) enter into any agreement, commitment, letter of intent, memorandum of understanding, term sheet or other instrument, whether binding or non-binding; in each of the cases mentioned under items (i), (ii), (iii) and (iv) relating to a potential merger, consolidation, business combination, tender offers or other similar direct or indirect transaction with any person involving, directly or indirectly, any transfer, sale, encumbrance or disposal to a third party or its controlled affiliates of: (1) any shares of capital stock; (2) other equity interests; (3) indebtedness or other securities convertible into or exchangeable to equity interests; (4) any sale or disposition of any of Sinqia’s or any of its Subsidiaries’ Relevant Assets (as defined in the Merger Agreement); or (5) any partnership, joint venture or strategic alliances that may impact the consummation of the Transaction (any of the foregoing, an “Alternative Transaction”);

(c) Key Shareholders will, and will cause their respective Representatives to immediately cease any activities, discussions or negotiations with any person or entity (other than Evertec BR or its Representatives) with respect to any Alternative Transaction;

(d) in the event that any Key Shareholder (whether directly or by means of a Representative) receives any proposal, offer or indication of interest from any Person regarding any Alternative Transaction, such Key Shareholder or Representative shall, promptly (but in no event later than the end of the Business Day following the receipt of any such communication) communicate Evertec BR about the existence of a third party proposal, offer or indication of interest; and shall not discuss, entertain or participate in any discussions or negotiations with respect to such proposal, offer or indication of interest. If for any reason it is required or necessary for Key Shareholders to manifest or give an opinion about an Alternative Transaction, they shall reject the Alternative Transaction; and

(e) Key Shareholders shall not request or demand at any time that a tender offer shall be launched by Evertec BR or Evertec Inc due to the Transaction.

4.2. Obligations Under Merger Agreement. The Parties undertake to comply with all obligations provided in the Merger Agreement.

4.3. Cooperation. The Parties hereby irrevocably and irreversibly undertake to cooperate with the performance of all acts required by the other Parties for purposes of implementing the Transaction.

CHAPTER V

REPRESENTATIONS AND WARRANTIES

(i) Incorporation, Capacity and Authority. Evertec BR is a company duly organized and validly existing according to the Laws of the Federative Republic of Brazil. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of Evertec BR. This Agreement is a valid and binding obligation for Evertec BR and Evertec Inc and is enforceable against Evertec BR and Evertec Inc in accordance with its terms. All corporate approvals required for Evertec Inc to sign this Agreement and comply with its obligations herein have been obtained and there is no additional corporate approval required for Evertec Inc to consummate the Transaction that is not expressly mentioned in this Agreement.

(ii) Funding. Evertec BR will have upon Closing all funds necessary to consummate the Transaction and comply with all provisions of the Merger Agreement, including but not limited to the payment for the Redemption of Shares.

(iii) No Conflicts. The performance of the actions provided for in this Agreement and in the other documents referred to in this Agreement by Evertec Inc and Evertec BR do not (a) violate any law or order of any competent authority having jurisdiction over Evertec Inc, Evertec BR or its Subsidiaries; and (b) violate any provision of Evertec Inc or Evertec BR's bylaws. On this date, there is no pending or imminent lawsuit, proceeding, investigation or procedure against Evertec BR that, if judged unfavorably, would impair the ability of Evertec Inc or Evertec BR to fulfill its obligations under this Agreement, as well as consummate the Transaction.

(iv) Governmental Authorization. The execution of this Agreement and the performance of the actions contemplated herein by Evertec Inc and Evertec BR do not depend on any action, approval, consent or declaration by any Governmental Authority with authority over Evertec BR and Evertec Inc, assuming the representations provided by Sinqia and Key Shareholders in the Merger Agreement are correct.

(v) Bribery and Anti-Corruption. Evertec Inc, Evertec BR and its Subsidiaries have not carried out, offered, promised, nor given, directly or indirectly, nor allowed, within the terms of their duties, responsibilities and activities, that any director, employee, representative, consultant or other individual or legal entity, as well as any investment fund, entity or organization, national or foreign acting on their behalf to effect, offer, promise or give any gift, entertainment, payment, loan or other illegal contribution to any Governmental Authority or any officials, agents or employees of a Governmental Authority, in order to benefit Evertec BR or its Subsidiaries, and/or any of their Related Parties, or any Persons in any way, with the intention of: (a) having influence over the applicable Governmental Authority, servant, agent or employee to perform or abstain to perform any act or take any decision regarding his position and/or function; or (b) induce any Governmental Authority or employee, servant or agent thereof to perform or cease to perform any act in violation of the conduct recommended or required by applicable law with respect to the Governmental Authority, servant, agent or employee thereof; or (c) induce a Governmental Authority, servant, agent or employee thereof to use its influence to obtain any advantage or favorable treatment for the purpose of assisting Evertec BR or its Subsidiaries, or any of its Related Parties; or (d) perform any act in violation of Anti-Corruption Laws.

5.1.1. No other representation or warranty. Except for the representations and warranties contained in this Agreement, Evertec Inc and Evertec BR do not provide Sinqia or Key Shareholders with any other representations or warranties, express or implied.

5.2. Representations and Warranties by Sinqia. Sinqia represents and warrants that the following information is true, complete, precise, accurate and correct, on the date hereof and will continue to be so until Closing (except where the representations and warranties themselves contain a reference to a previous date, in which case they shall be true and correct in all respects as of such date):

(ii) No Conflicts. The performance of the transactions provided for in this Agreement and in the other documents referred to in this Agreement by Sinqia do not (a) except as referred to in Exhibit 6.1(ii) of the Merger Agreement, conflict or result in violation or constitute a material default of any agreement, with invoiced gross revenue equal to or superior to R$ 10,000,000.00 (ten million Brazilian Reais) individually considered, in the last 12 months comprised within July, 2022 and June, 2023, or create a right, or give rise to the allegation of termination or amendment, or will require modification of financial obligations involving an annual amount equal or superior to R$ 10,000,000.00 (ten million Brazilian Reais) individually considered, in the last 12 months comprised within July, 2022 and June, 2023 or give rise to early maturity of financial obligations, or cancelation or loss of benefit, or the constitution of any Lien (or obligation to create any Lien) on Sinqia's or its Subsidiaries’ assets, property or rights; nor (b) conflict with or result in default of any obligation arising out of a Governmental Order or authorization, license, permit or consent from a Governmental Authority to which Sinqia or any of its Subsidiaries is subject or is a party to; nor (c) violate any provisions of Sinqia's or its Subsidiaries’ bylaws or articles of association, as the case may be. On the date hereof, there is no pending action, lawsuit or investigation against Sinqia or its respective Subsidiaries that could legally impair the completion of any of the operations provided for in this Agreement and in the other documents referred to in this Agreement.

(iii) Governmental Authorization. The execution of this Agreement and the performance of the actions contemplated herein by Sinqia do not depend on any action, approval, consent or declaration by any Governmental Authority.

(iv) Bribery and Anti-Corruption. Sinqia and its Subsidiaries have not carried out, offered, promised, nor given, directly or indirectly, nor allowed, within the terms of their duties, responsibilities and activities, that any director, employee, representative, consultant or other individual or legal entity, as well as any investment fund, entity or organization, national or foreign acting on their behalf to effect, offer, promise or give any gift, entertainment, payment, loan or other illegal contribution to any Governmental Authority or any officials, agents or employees of a Governmental Authority, in order to benefit Sinqia or its Subsidiaries, and/or any of their Related Parties, or any Persons in any way, with the intention of: (a) having influence over the applicable Governmental Authority, servant, agent or employee to perform or abstain to perform any act or take any decision regarding his position and/or function; or (b) induce any Governmental Authority or employee, servant or agent thereof to perform or cease to perform any act in violation of the conduct recommended or required by applicable law with respect to the Governmental Authority, servant, agent or employee thereof; or (c) induce a Governmental Authority , servant, agent or employee thereof to use its influence to obtain any advantage or favorable treatment for the purpose of assisting Sinqia or its Subsidiaries, or any of its Related Parties; or (d) perform any act in violation of Anti-Corruption Laws.

(v) Sanctions. Sinqia and its Subsidiaries are not (a) listed on any economic or financial sanctions-related restricted or prohibited list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, Brazil, the European Union or any European Union member state or Her Majesty’s Treasury of the United Kingdom (“Blocked Person”); (b) operating, organized or resident in a country, region or territory which is itself the subject of comprehensive economic or financial sanctions; (c) an entity in which one or more Blocked Persons have in the aggregate, directly or indirectly, a fifty percent (50%) or greater equity interest; (d) an entity Controlled by a Blocked Person; or (e) been notified by any Governmental Authority that it may become a Blocked Person in the future.

5.2.1. No Other Representation or Warranty. Except for the representations and warranties contained in this Agreement, Sinqia does not provide Evertec Inc or Evertec BR with any other express or implied representations or warranties.

5.3. Representations and Warranties by Key Shareholders. Key Shareholders represent and warrant, severally and not jointly, to Evertec Inc and Evertec BR that the following information is true, complete, precise, accurate and correct with respect to each Key Shareholders individually considered, on the date hereof and will continue to be so until Closing (except where the representations and warranties themselves contain a reference to a previous date, in which case they shall be true and correct in all respects as of such date):

(i) Incorporation, Capacity and Authority. Each Key Shareholder is duly organized and validly existing according to the Laws of the Federative Republic of Brazil, of the United States of America or of the Cayman Islands, as applicable. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of each Key Shareholder, as applicable. This Agreement is a valid and binding obligation for all Key Shareholders and is enforceable against all Key Shareholders in accordance with its terms.

(iii) Ownership of Bound Shares. Exhibit I hereto sets forth each Key Shareholder’s respective ownership of Bound Shares as of the date of this Agreement. As of the date of this Agreement, the Key Shareholders are the owners of all of the issued and outstanding Bound Shares as listed in Exhibit I.

(iv) Governmental Authorization. The execution of this Agreement and the performance of the transactions contemplated herein by Key Shareholders do not depend on any action, approval, consent or declaration by any Governmental Authority.

(v) Bribery and Anti-Corruption. Key Shareholders have not carried out, offered, promised, nor given, directly or indirectly, nor allowed, within the terms of their duties, responsibilities and activities, that any director, employee, representative, consultant or other individual or legal entity, as well as any investment fund, entity or organization, national or foreign acting on their behalf to effect, offer, promise or give any gift, entertainment, payment, loan or other illegal contribution to any Governmental Authority or any officials, agents or employees of a Governmental Authority, in order to benefit Key Shareholders with the intention of: (a) having influence over the applicable Governmental Authority , servant, agent or employee to perform or abstain to perform any act or take any decision regarding his position and/or function; or (b) inducing any Governmental Authority or employee, servant or agent thereof to perform or cease to perform any act in violation of the conduct recommended or required by Applicable Law with respect to the Governmental Authority, servant, agent or employee thereof; or (c) inducing a Governmental Authority, servant, agent or employee thereof to use its influence to obtain any advantage or favorable treatment for the purpose of assisting Key Shareholders or respective Subsidiaries, or any of its Related Parties; or (d) performing any act in violation of Anti-Corruption Laws.

5.3.1.No other Representation or Warranty. Except for the statements and warranties contained in this Agreement, Key Shareholders do not provide Evertec Inc or Evertec BR with any other representations or warranties, express or implied.

CHAPTER VI

TERM

6.1. This Agreement enters into effect on the date hereof and will remain valid until the occurrence of the earlier of the following events: (i) the Closing of the Transaction; or (ii) the termination of the Merger Agreement.

CHAPTER VII

FINE FOR BREACH

7.1. In case (i) any Key Shareholder breaches its obligations undertaken in this Agreement, or (ii) the Closing does not occur due to incorrectness or breach of the Representation and Warranties by Key Shareholders provided in Section 5.3 of this Agreement, such breaching Key Shareholder shall pay a compensatory fine to Evertec BR in the amount equivalent to twenty-five percent (25%) of the number of Bound Shares that such Key Shareholder holds on the date hereof multiplied by R$ 28.50 (twenty-eight Brazilian Reais and fifty cents) (“Fine for Breach”); notwithstanding Evertec BR’s right to seek the specific performance of the obligations breached by such Key Shareholder pursuant to Section 9.4 below.

7.2. Within five (5) Business Days as from the occurrence of the breach of obligation(s) provided hereto, the breaching Key Shareholder shall pay the Fine for Breach to Evertec BR by means of electronic wire transfer of immediately available funds to a bank account held by Evertec BR which shall be timely informed to the breaching Party.

7.3. If there is a delay in any payment of Fine for Breach owed by any Key Shareholder to Evertec BR, then such Key Shareholder shall be required to pay (i) a penalty of one percent (1%) of the unpaid amount, plus (ii) the unpaid amount adjusted by the SELIC plus (iii) interests equal to one percent (1%) per month, calculated pro rata die, from the first day overdue until the date of effective payment.

CHAPTER VIII

NON-SOLICITATION

8.1. Non-Solicitation. For the term of this Agreement and, upon Closing, for an additional period of twelve (12) months as of the Closing Date, HIX Funds and Tarpon Funds and their respective Subsidiaries shall not, directly or indirectly, hire or solicit Sinqia’s managers which compensation terms were requested by and disclosed to Evertec before execution of this Agreement.

CHAPTER IX

MISCELLANEOUS

9.1. No amendment or waiver of any provision of this Agreement shall be valid and binding unless it is in writing and signed (a) by the Party expressing such waiver or (b) all the Parties and Intervenient Parties, in case of amendment. No waiver by any Party of any breach or violation of, default under, or inaccuracy in any representation, warranty, covenant, or agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation, warranty, covenant, or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

9.2. Neither Party shall, directly or indirectly, assign or delegate (in whole or in part), by sale or otherwise, its rights or obligations under this Agreement without the prior written consent of the other Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and shall be enforceable by the Parties and their respective successors and permitted assigns.

9.3. If any term or other provision of this Agreement shall be held invalid, illegal or incapable of being enforced by any Applicable Law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination by a court of competent jurisdiction that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction contemplated hereby is fulfilled to the extent possible.

9.4. This Agreement is subject to specific performance rules, pursuant to the Brazilian Code of Civil Procedure (Brazilian Law No. 13,105/2015).

9.5. This Agreement will be governed and construed in accordance with the laws of the Federative Republic of Brazil.

9.6. The Parties agree and acknowledge the veracity, authenticity, integrity, validity and effectiveness of this Agreement under the terms of Articles 104 and 107 of the Brazilian Civil Code, and expressly agree that they may be signed by electronic signature (with or without digital certificates). The Parties acknowledge and recognize that such electronic signatures shall be deemed valid and binding to the Parties even if the platform used relies on digital certificates which are not issued by Infraestrutura de Chaves Públicas - ICP-Brasil, in accordance with the terms § 2 of Article 10 of the Provisional Measure No. 2.200-2, dated as of August 24, 2001.

CHAPTER X

DISPUTE RESOLUTION

10.1. Arbitration. Any dispute arising out of or in connection with this Agreement that is not amicably settled shall be submitted to arbitration, pursuant to Brazilian Law No. 9,307/96, to be administered by the Arbitration Chamber instituted by B3 (“Arbitration Chamber”) in accordance with its arbitration rules in force at the time of initiation of the arbitration (“Arbitration Rules”).

10.2. Constitution of the Arbitral Tribunal. The arbitral tribunal shall be composed of three (3) arbitrators. The claimant(s) shall appoint one (1) co-arbitrator and the respondent(s) shall appoint one (1) co-arbitrator, as per the Arbitration Rules. The two (2) co-arbitrators shall jointly appoint the third arbitrator, who will act as president of the arbitral tribunal. If any of the parties to the arbitration fail to appoint the respective co-arbitrator, or if the two (2) co-arbitrators fail to agree on the appointment of the president of the arbitral tribunal within the time limits established by the Arbitration Chamber, the Arbitration Chamber shall make the missing appointments, as per the Arbitration Rules. Any provision in the Arbitration Rules referring to limitations to the appointment of arbitrators among those included in any arbitrators’ list shall not be applied.

10.3. Multiparty Arbitration. In case of an arbitration involving three (3) or more parties in which (i) these parties are not set in just two groups of claimants or respondents; or (ii) the parties set in the same group of claimants or respondents disagree in relation to the appointment of the respective co-arbitrator, all arbitrators shall be appointed by the Arbitration Chamber, as per the Arbitration Rules, unless all the parties to the arbitration agree otherwise.

10.4. Seat, Applicable Law and Language of the Arbitration. The seat of arbitration shall be the City of São Paulo, State of São Paulo, Brazil. The law applicable to this Agreement and to the arbitration shall be the Brazilian law and the arbitrators shall not decide the dispute ex aequo et bono or as amiable compositeur. The language of the arbitral proceedings shall be English, provided that evidence may be produced in Portuguese without the need for translation.

10.5. Urgent Measures. Prior to the constitution of the arbitral tribunal, any request for urgent measure may be addressed to the courts or to the emergency arbitrator, as per the Arbitration Rules. After the constitution of the arbitral tribunal, any request for urgent measures shall be addressed directly to the arbitral tribunal, which may grant, uphold, modify or revoke any measure previously requested to the courts or to the emergency arbitrator, as the case may be.

10.6. Venue for Judicial Measures. Without prejudice to this arbitration clause, the Courts of São Paulo, State of São Paulo, Brazil shall have exclusive jurisdiction for any judicial request related to (i) the commencement of the arbitration, as per art. 7 of Brazilian Law No. 9,307/96; (ii) provisional or urgent measures, as per art. 22-A of Brazilian Law No. 9,307/96; (iii) the enforcement of extrajudicial enforcement title, without prejudice to the creditor’s prerogative pursuant to art. 781 of Brazilian Law No. 13,105/2015; (iv) the enforcement of arbitral awards, without prejudice to the creditor’s prerogative pursuant to art. 516, sole paragraph, of Brazilian Law No. 13,105/2015; (v) the annulment of or request for a supplemental arbitral award, as per Articles 32 and 33, § 4, of Brazilian Law No. 9,307/96; and (vi) any other disputes that are not subject to arbitration pursuant to Brazilian law. The filing of any judicial request admitted by or compatible with Brazilian Law No. 9,307/96 shall not be construed as a waiver to arbitration.

10.7. Confidentiality. The arbitral proceedings (including its existence, the parties’ allegations and statements, third-party statements, evidence and documents presented, as well as any decisions rendered by the arbitral tribunal) shall be confidential and shall only be disclosed (i) to the arbitral tribunal, the parties to the arbitration, its representatives and any person necessary to the proper conduction and the result of the arbitration; (ii) if disclosure of a specific information is required for compliance with duties imposed by law; (iii) if the relevant information has been made public by any mean that does not represent a breach of this provision; or (iv) if disclosure of such information is necessary for purposes of any judicial request admitted by or compatible with Brazilian Law No. 9,307/96.

10.8. Costs and Expenses. During the arbitration, the costs of the proceedings, including the administrative costs of the Arbitration Chamber, arbitrator’s fees and independent expert’s fees, when applicable, shall be borne by the parties to the arbitration as per the Arbitration Rules. The arbitral award shall order the losing party to reimburse the winning party, according to the outcome of their respective claims and taking into account other circumstances that the arbitral tribunal may deem relevant, for the costs of the arbitration as well as other reasonable expenses incurred by the parties to the arbitration, including contractual attorney’s fees, expert’s fees and other expenses that may be necessary or useful for the arbitral proceedings. The arbitral tribunal shall not order payment of legal attorney’s fees (honorários de sucumbência).

10.9. Consolidation. The Arbitration Chamber (if before the execution of the terms of reference) or the arbitral tribunal (if after the execution of the terms of reference) may, upon request of one of the parties to simultaneous arbitral proceedings, consolidate simultaneous arbitral proceedings involving this agreement or related instruments if: (i) the arbitration agreements are compatible; (ii) the existing or pending arbitrations relate to substantially similar questions of law or fact; and (iii) there is no unjustifiable harm caused to one of the parties to the consolidated arbitrations. In this case, the jurisdiction to consolidate shall be incumbent upon the first arbitral tribunal constituted and its decision shall be final and binding upon all parties to the consolidated arbitrations.

10.10. Prevalence. In case of any dispute arising out of or in connection with the Sinqia’s bylaws, this arbitration agreement shall be applicable and shall prevail over the provisions of Section VIII, Article 33 of the bylaws in case of any discrepancy or incompatibility.

10.11. Commitment Clause. The Parties hereby declare that they are bound by this arbitration clause and undertake to participate in any arbitration that may be commenced, as well as to comply with the arbitral tribunal’s orders, decisions and awards. The Parties declare their consent for any eventual disputes also related to the Merger Agreement shall be decided in the same arbitration procedure based on this arbitration clause.

IN WITNESS WHREOF, the Parties have caused this Agreement to be duly signed and binding upon the Parties in the presence of the two (2) undersigned witnesses.

São Paulo, July 20, 2023.

(Signature pages to follow)

(signature page 1/3 of the Voting Agreement and Other Covenants, executed on July 20, 2023)

Key Shareholders:

	/s/ ANTONIO LUCIANO DE CAMARGO FILHO
ANTONIO LUCIANO DE CAMARGO FILHO		BERNARDO FRANCISCO PEREIRA GOMES


HIX CAPITAL SPO III FUNDO DE INVESTIMENTO DE AÇÕES		HIX AUSTRAL FUNDO DE INVESTIMENTO EM AÇÕES
Hix Investimentos Ltda.		Hix Investimentos Ltda.
By: Rodrigo Heilberg		By: Rodrigo Heilberg


CLIQUE J FUNDO DE INVESTIMENTOS EM AÇÕES		DUO HIX CAPITAL FUNDO DE INVESTIMENTO DE AÇÕES
Hix Investimentos Ltda.		Hix Investimentos Ltda.
By: Rodrigo Heilberg		By: Rodrigo Heilberg


HIX CAPITAL 051 FUNDO DE INVESTIMENTO DE AÇÕES		HIX CAPITAL LONG TERM EWM FUNDO DE INVESTIMENTO EM AÇÕES
Hix Investimentos Ltda.		Hix Investimentos Ltda.
By: Rodrigo Heilberg		By: Rodrigo Heilberg


HIX CAPITAL LONG TERM FUNDO DE INVESTIMENTO EM AÇÕES		HIX CAPITAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES
Hix Investimentos Ltda.		Hix Investimentos Ltda.
By: Rodrigo Heilberg		By: Rodrigo Heilberg


HIX CAPITAL INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg		HIX PREV 100 MASTER FUNDO DE INVESTIMENTO MULTIMERCADO Hix Investimentos Ltda. By: Rodrigo Heilberg

(signature page 2/3 of the Voting Agreement and Other Covenants, executed on July 20, 2023)


HIX PREV II MASTER FUNDO DE INVESTIMENTO MULTIMERCADO Hix Investimentos Ltda. By: Rodrigo Heilberg			HIX PREV III MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX PREV IV MASTER FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg			HIX CAPITAL HS FUNDO DE INVESTIMENTO EM AÇÕES Hix Investimentos Ltda. By: Rodrigo Heilberg


HIX CAPITAL FUND SPC - HIX EQUITIES 1 SEGREGATED PORTFOLIO Hix Investimentos Ltda. By: Rodrigo Heilberg

TARPON WAHOO MASTER FUNDO DE INVESTIMENTO EM AÇÕES

TPE Gestora de Recursos Ltda.

By: Caio Lewkowicz

TPE Gestora de Recursos Ltda.

By: Fabrício Carvalho Silva

SQI MASTER FUNDO DE INVESTIMENTO EM AÇÕES

TPE Gestora de Recursos Ltda.

By: Caio Lewkowicz

TPE Gestora de Recursos Ltda.

By: Fabrício Carvalho Silva

TP PARTNERS PUBLIC EQUITIES FUND, LP

TPE Gestora de Recursos Ltda.

By: Caio Lewkowicz

TPE Gestora de Recursos Ltda.

By: Fabrício Carvalho Silva

(signature page 3/3 of the Voting Agreement and Other Covenants, executed on July 20, 2023)

Evertec BR:

EVERTEC BRASIL INFORMÁTICA S.A.

By: Pilar Maria Bazterrica

Position: Chief Executive Officer

Intervening-Consenting Parties:

SINQIA S.A.

By: Bernardo Francisco Pereira Gomes

Position: Chief Executive Officer

By: Thiago Almeida Ribeiro da Rocha

Position: Vice-Chief Executive Officer

EVERTEC, INC.

By: Alberto López Gaffney

Position: Officer

Witnesses:

Name: Pedro Gomez Reyes

Name: Diego dos Santos Rodrigues Pereira

Exhibit 99.1

EVERTEC TO ACQUIRE SINQIA, A LEADING PROVIDER OF SOFTWARE SOLUTIONS FOR FINANCIAL INSTITUTIONS IN BRAZIL

Advances Evertec’s growth strategy, drives geographic diversification, and offers complementary products

Significant opportunity to provide Sinqia customers with access to Evertec’s best-in-class payments solutions

Increases share repurchase authorization

Evertec to host conference call tomorrow at 8:00 AM ET

SAN JUAN, PUERTO RICO – July 20, 2023 - EVERTEC, Inc. (NYSE: EVTC) (“Evertec”, the “Company”, “we” or “our”) and Sinqia (B3: SQIA3) (“Sinqia”) today jointly announced a definitive agreement for Evertec to acquire Sinqia, a leading player in the market of software for financial services in Brazil for consideration with a value of R$27.19 per share, increased by a customary daily “ticking fee” of up to R$1.00 per share depending on the timing of the closing, subject to certain limited exceptions.

"Sinqia is a leader in providing software to the financial services industry in Brazil with an impressive history of delivering organic and inorganic growth," said Mac Schuessler, President and Chief Executive Office of Evertec. "This is a highly complementary transaction, and together we plan to bring Evertec payments solutions to Brazil and Sinqia’s strategies to our Latin American markets."

“M&A has been a key strategic focus allowing Evertec to expand into new geographies and to broaden our product offerings. We have been executing specific strategic milestones over the past few years that culminated with the closing of the Popular transaction approximately one year ago, enabling us to pursue M&A more actively to grow and diversify our business. The Sinqia acquisition is another step in our strategic transformation. The combination of our strong balance sheet, predictable cash flow, and knowledge of the region allows us to significantly expand our presence in an attractive market like Brazil. We believe that our digital payments engine together with Sinqia’s banking and financial software platform will position us as the leading fintech company in Latin America,” added Mr. Schuessler.

Bernardo Gomes, Chief Executive Officer of Sinqia, stated, "We are excited about the opportunity to join the Evertec family. Our strategy, operating philosophy along with our results driven culture will align well with Evertec and ensure a smooth integration. Combining our companies will enhance services for both of our growing customer bases as well as provide opportunities for our team members as Evertec continues to expand in attractive markets with strong macro tailwinds."

Frank D’Angelo, Chairman of Evertec, said "It has been my honor to serve as Chairman of Evertec since shortly after its IPO. I am delighted with the agreed partnership with Sinqia, which I believe will create a powerful combination in Brazil and other countries in the region. The future for Evertec is very bright, and I look forward to continuing to contribute to the board."

Transaction Details

•

Pursuant to the terms of the merger agreement, Evertec has agreed to acquire Sinqia’s outstanding equity for R$27.19 per share, plus a daily cash ticking fee of up to R$1.00 per share based on the daily SELIC rate published by the Central Bank of Brazil between signing and closing.

•

Based on the closing price of Sinqia shares on July 19, 2023, Sinqia has an equity valuation of R$2,326 million (USD$485 million) and an enterprise value of R$2,835 million (USD$591 million).

•

The transaction represents an approximate 24.0% premium to the unaffected share price at July 19, 2023 and a 22.6% premium to the prior 30-day volume weighted average price.

•

Consideration will be in the form of 90% cash 10% Evertec shares in order to benefit from an expedited process to closing that minimizes execution risk.

•

Evertec has extended and expanded its share repurchase program with the intent of offsetting the impact of newly issued shares as part of the transaction which amount to approximately 1.2 million shares.

•

Evertec intends to finance the acquisition with cash on hand and committed financing of $600 million as the Company looks to maintain a strong balance sheet that provides for added flexibility to continue executing on our diversification and M&A plans.

•

Transaction has been unanimously approved by the boards of directors of both Evertec and Sinqia and is expected to be completed during the fourth quarter of 2023, subject to satisfaction of customary closing conditions and approvals.

•

The transaction is subject to Sinqia stockholder approval of a simple majority (greater than 50%). As of the signing of the merger agreement Evertec has entered into an agreement with shareholders representing approximately 40% of Sinqia’s outstanding shares to vote in favor of the transaction.

•

Evertec shareholder approval is not required and is not a condition to closing the proposed transaction.

•

The proposed transaction is expected to be breakeven to slightly accretive to 2024 Adjusted earnings per share and accretive in 2025.

Strategic and Financial Rationale

•

Enhances our existing growth strategy and diversifies the business

Sinqia provides us with a meaningful presence in Brazil expanding our exposure to faster growth geographies, enhances revenue growth and boosts our ability to execute in a high-growth region. Additionally, with Sinqia, our revenues in Latin America will now represent 37% of our overall business, up from the 20% it represents today.

•

Expands our addressable markets

Sinqia opens the door for Evertec to bring our expertise in payment solutions to their over 900 customers in Brazil and complement their software solutions that today don’t have a payment offering. Additionally, we see an opportunity to potentially export some of Sinqia’s products to our existing customer base of financial institutions across other parts of Latin America benefiting from the shift towards financial inclusion in the region.

•

Increases our product offering

Sinqia is a leader in its industry providing software solutions to financial institutions in Brazil across four key verticals of banks, funds, pensions and consortiums. These are very complementary set of assets to Evertec’s product offering around payments with very little direct overlap that combined represent a comprehensive and complete value proposition for clients.

•

Attractive Financial Profile

Sinqia has an attractive financial model, with approximately 85% recurring revenue, over 900 customers with no customer concentration, strong position across their verticals that allows for upsell and cross sell opportunities in a market and in an industry that is expected to continue growing. Additionally, Sinqia has a clear track record of consistent growth both organically and through a successful M&A strategy. We see potential for important revenue synergies when combined with Evertec.

Share Repurchase

The Company's Board of Directors approved an increase to the share repurchase authorization to an aggregate $150 million and an extension of the expiration date to December 31, 2024. Prior to this amendment, the share repurchase program had approximately $63 million remaining. The Company may repurchase shares in the open market, through accelerated share repurchase programs, 10b5-1 plans, or in privately negotiated transactions, subject to business opportunities and other factors.

Preliminary earnings

The Company is also announcing preliminary financial results for the quarter ended June 30, 2023:

•

The Company estimates that total revenue will range between $166 million and $167 million, as compared to 160.6 million in the prior year quarter, reflecting growth across all the Company’s payment segments.

•

We estimate that Adjusted EBITDA will range between $73 million and $74 million compared with $74.1 million in the prior year quarter.

•

Adjusted EBITDA margin is expected in a range of 44% to 45%, compared with 46.1% in the prior year quarter.

•

Diluted earnings per share are expected to range between $0.42 and $0.45, compared with $0.47 in the prior year quarter.

•

Adjusted earnings per common share is expected in a range of $0.70 and $0.72 compared with $0.67 in the prior year quarter.

2023 Outlook

The Company is revising its financial outlook for 2023 as follows:

•

Total consolidated revenue is now anticipated to be between $652 million and $658 million representing growth of approximately 5% to 6% growth, compared with $644 to $652 million previously estimated.

•

Earnings per common share between $1.82 to $1.91as compared to $3.45 in 2022, as recast, compared with $1.80 to $1.90 previously estimated.

•

Adjusted earnings per common share between $2.75 to $2.83 representing approximately 9% to 12% growth as compared to $2.53 in 2022, as recast, compared with $2.59 to $2.68 previously estimated.

•

We continue to expect capital expenditures to be approximately $70 million.

•

We continue to expect an effective tax rate of approximately 16% to 17%.

Advisors

Evercore, Seneca Evercore and Goldman Sachs are acting as lead financial advisors to Evertec. Truist Securities is also serving as a financial advisor to Evertec and Truist bank is providing committed financing to support the acquisition. Latham & Watkins and Mattos Filho are serving as legal advisors to Evertec. BTG Pactual is acting as financial advisor to Sinqia. Trindade Sociedade de Advogados and Simpson Thacher & Bartlett LLP are acting as legal advisor to Sinqia.

Earnings Conference Call and Audio Webcast

The Company will host a conference call to discuss the transaction tomorrow at 8:00 a.m. ET. The conference call can be accessed live over the phone by dialing (888) 338-7153 or for international callers by dialing (412) 317-5117. A replay will be available one hour after the end of the conference call and can be accessed by dialing (877) 344-7529 or (412) 317-0088 for international callers; the pin number is 3473106. The replay will be available through Friday, July 28, 2023. The call will be webcast live from the Company’s website at www.evertecinc.com under the Investor Relations section or directly at http://ir.evertecinc.com. A supplemental slide presentation that accompanies this call and webcast will be available prior to the call on the investor relations website at ir.evertecinc.com and will remain available after the call.

About Evertec

EVERTEC, Inc. (NYSE: EVTC) is a leading full-service transaction processing business in Puerto Rico, the Caribbean and Latin America, providing a broad range of merchant acquiring, payment services and business process management services. Evertec owns and operates the ATH® network, one of the leading personal identification number (“PIN”) debit networks in Latin America. In addition, the Company processes over six billion transactions annually and manages a system of electronic payment networks in Puerto Rico and Latin America and offers a comprehensive suite of services for core banking, cash processing, and fulfillment in Puerto Rico. Additionally, the Company offers technology outsourcing and payment transactions fraud monitoring to all the regions it serves. Based in Puerto Rico, the Company operates in 26 Latin American countries and serves a diversified customer base of leading financial institutions, merchants, corporations and government agencies with “mission-critical” technology solutions. For more information, visit www.evertecinc.com.

About Sinqia

Sinqia (B3:SQIA3) is a leading provider of technology for financial institutions operating in Brazil. The company offers a comprehensive portfolio of software and serves more than 900 clients through four business verticals. The company has been executing a consolidation strategy that resulted in a leadership position within the country following 24 acquisitions. Consequently, Sinqia has been mentioned in the global IDC FinTech Top 100 rankings for five consecutive years. Based in Sao Paulo, the company serves major financial institutions in Brazil such as banks, non-banking financial institutions, fund managers, pension entities and consortium administrators. For more information, visit www.sinqia.com.br.

Use of Non-GAAP Financial Information

The non-GAAP measures referenced in this press release are supplemental measures of the Company’s performance and are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). They are not measurements of the Company’s financial performance under GAAP and should not be considered as alternatives to total revenue, net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of operating performance or as measures of the Company’s liquidity. In addition to GAAP measures, management uses these non-GAAP measures to focus on the factors the Company believes are pertinent to the daily management of the Company’s operations and believes that they are also frequently used by analysts, investors and other stakeholders to evaluate companies in our industry. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.

Reconciliations of the non-GAAP measures to the most directly comparable GAAP measure are included at the end of this press release. These non-GAAP measures include EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, each as defined below.

EBITDA is defined as earnings before interest, taxes, depreciation and amortization.

Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to the Company's segments, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K. The Company's presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio.

Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenues.

Adjusted Net Income is defined as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP Depreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs, premium and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax position releases, tax true-ups, windfall from share-based compensation, unrealized gains and losses from foreign currency remeasurement; and non-controlling interest which is the 35% non-controlling equity interest in Evertec Colombia, net of amortization for intangibles created as part of the purchase among others.

Adjusted Earnings per common share is defined as Adjusted Net Income divided by diluted shares outstanding.

The Company uses Adjusted Net Income to measure the Company's overall profitability because the Company believes it better reflects the comparable operating performance by excluding the impact of the non-cash amortization and depreciation that was created as a result of merger and acquisition activity. In addition, in evaluating EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, you should be aware that in the future the Company may incur expenses such as those excluded in calculating them.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding our ability to meet our guidance expectations for revenue, earnings per share, Adjusted earnings per common share, capital expenditures and effective tax rate, including for fiscal year 2023, are forward looking statements. Words such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” and “plans” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts.

Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: failure to satisfy one or more conditions to closing of the transaction with Sinqia, the inability to integrate Sinqia successfully into the Company or to achieve expected revenue and cost synergies, the loss of personnel or customers in connection with the transaction, any delays in obtaining regulatory approvals, the cost and other terms of new debt financing incurred in connection with the Sinqia transaction, the ability to execute planned share repurchases in a timely manner or at anticipated prices, the Company’s reliance on its relationship with Popular, Inc. (“Popular”) for a significant portion of its revenues pursuant to the Company’s second amended and restated Master Services Agreement ("MSA") with them, and to grow the Company’s merchant acquiring business; the Company’s ability to renew its client contracts on terms favorable to the Company, including but not limited to the current term and any extension of the MSA with Popular; the Company’s dependence on its processing systems, technology infrastructure, security systems and fraudulent payment detection systems, as well as on the Company’s personnel and certain third parties with whom it does business, and the risks to the Company’s business if its systems are hacked or otherwise compromised; the Company’s ability to develop, install and adopt new software, technology and computing systems; a decreased client base due to consolidations and failures in the financial services industry; the credit risk of the Company’s merchant clients, for which it may also be liable; the continuing market position of the ATH network; a reduction in consumer confidence, whether as a result of a global economic downturn or otherwise, which leads to a decrease in consumer spending; the Company’s dependence on credit card associations, including any adverse changes in credit card association or network rules or fees; changes in the regulatory environment and changes in international, legal, tax, political, administrative or economic conditions; the geographical concentration of the Company’s business in Puerto Rico, including its business with the government of Puerto Rico and its instrumentalities, which are facing severe political and fiscal challenges; additional adverse changes in the general economic conditions in Puerto Rico, whether as a result of the government’s debt crisis or otherwise, including the continued migration of Puerto Ricans to the U.S. mainland, which could negatively affect the Company’s customer base, general consumer spending, the Company’s cost of operations and the Company’s ability to hire and retain qualified employees; operating an international business in Latin America and the Caribbean, in jurisdictions with potential political and economic instability; the impact of foreign exchange rates on operations; the Company’s ability to protect its intellectual property rights against infringement and to defend itself against claims of infringement brought by third parties; the Company’s ability to comply with U.S. federal, state, local and foreign regulatory requirements; evolving industry standards and adverse changes in global economic, political and other conditions; the Company’s level of indebtedness and restrictions contained in the Company’s debt agreements, including the secured credit facilities, as well as debt that could be incurred in the future; the Company’s ability to prevent a cybersecurity attack or breach to its information security; the possibility that the Company could lose its preferential tax rate in Puerto Rico; the possibility of future catastrophic hurricanes, earthquakes and other potential natural disasters affecting the Company’s main markets in Latin America and the Caribbean; and uncertainty related to the effect of the discontinuation of the London Interbank Offered Rate; the elimination of Popular's ownership of the Company's common stock; and the other factors set forth under "Part 1, Item 1A. Risk Factors," in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (the "SEC") on February 24, 2023, as any such factors may be updated from time to time in the Company’s filings with the SEC. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless it is required to do so by law.

Information for U.S. Persons Holding Sinqia Shares

The proposed transaction described above involves the securities of a non-U.S. company that is subject to disclosure and procedural requirements in Brazil that are different from those applicable to issuers in the United States. The offer by Evertec of Brazilian Depositary Receipts representing interests in shares of Company common stock is expected to be exempt from registration with the SEC pursuant to Rule 802 under the Securities Act of 1933. When available, the Company will file with the SEC under cover of Form CB an English language copy of the documents provided to Sinqia shareholders in accordance with applicable requirements in Brazil. Sinqia shareholders are encouraged to review those materials carefully before making any voting or investment decision with respect to the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

Investor Contact - Evertec

Beatriz Brown-Sáenz

(787) 773-5442

IR@evertecinc.com

Investor Contact - Sinqia

Emerson Faria

(11) 97515-9162

ri@sinqia.com.br

EVERTEC, Inc.

Outlook Summary and Reconciliation to Non-GAAP Adjusted Earnings per Common Share

	Outlook 2023							2022 (As recast)
(Dollar amounts in millions, except per share data)	Low				High
Revenues	$	652		to	$	658		$	618
Earnings per Share (EPS) (GAAP)	$	1.82		to	$	1.91		$	3.45
Per share adjustment to reconcile GAAP EPS to Non-GAAP Adjusted EPS:
Share-based comp, non-cash equity earnings and other ⁽¹⁾		0.56				0.56			(1.42	)
Merger and acquisition related depreciation and amortization ⁽²⁾		0.47				0.47			0.49
Non-cash interest expense ⁽³⁾		0.01				0.01			0.01
Tax effect of Non-GAAP adjustments ⁽⁴⁾		(0.18	)			(0.19	)		(0.10	)
Loss (gain) on foreign currency remeasurement ⁽⁵⁾		0.07				0.07			0.10
Total adjustments		0.93				0.92			(0.92	)
Adjusted EPS (Non-GAAP)	$	2.75		to	$	2.83		$	2.53
Shares used in computing adjusted earnings per common share						65.5			69.3

•

Represents share-based compensation, the elimination of non-cash equity earnings from the Company's 19.99% equity investment in CONTADO, severance and other adjustments to reconcile GAAP EPS to Non-GAAP EPS.

•

Represents depreciation and amortization expenses amounts generated as a result of M&A activity.

•

Represents non-cash amortization of the debt issue costs, premium and accretion of discount.

•

Represents income tax expense on non-GAAP adjustments using the applicable GAAP tax rate (anticipated at approximately 16% to 17%).

•

Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

Exhibit 99.2

EVERTEC DECLARES QUARTERLY DIVIDEND ON COMMON STOCK

SAN JUAN, PUERTO RICO - July 20, 2023 - EVERTEC, Inc. (NYSE: EVTC) (“EVERTEC” or the “Company”) today announced that its Board of Directors (the “Board”) declared a regular quarterly dividend of $0.05 per share on July 20, 2023 to be paid on September 1, 2023 to stockholders of record as of July 31, 2023.

EVERTEC’s Board anticipates declaring this dividend in future quarters on a regular basis; however, future declarations are subject to the Board's approval and may be adjusted as business needs or market conditions change.

About Evertec

Investor Contact

Beatriz Brown-Sáenz

(787) 773-5442

IR@evertecinc.com

Document and Entity Information	Jul. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 20, 2023
Entity File Number	001-35872
Entity Registrant Name	EVERTEC, Inc.
Entity Central Index Key	0001559865
Entity Incorporation, State or Country Code	PR
Entity Tax Identification Number	66-0783622
Entity Address, Address Line One	Cupey Center Building, Road 176, Kilometer 1.3,
Entity Address, City or Town	San Juan
Entity Address, Country	PR
Entity Address, Postal Zip Code	00926
City Area Code	787
Local Phone Number	759-9999
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	EVTC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false