Execution Version AMENDMENT NO. 1 TO EQUITY AND ASSET PURCHASE AGREEMENT This AMENDMENT NO. 1 TO EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment No. 1”), is effective as of July 31, 2023, by and among PLASTIQ INC., PLV INC., NEARSIDE BUSINESS...Equity and Asset Purchase Agreement • August 1st, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
EARNOUT AGREEMENTEarnout Agreement • August 1st, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Earnout Agreement (this “Agreement”) is entered into as of July 31, 2023, by and among Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), Plastiq Inc., PLV Inc., and Nearside Business Corp. (collectively, “Sellers”), Blue Torch Finance LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders (as defined below; “Blue Torch”), and, solely for purposes of Section 4(a), Priority Holdings, LLC, a Delaware limited liability company (“Parent”). Buyer, Sellers and Blue Torch each are a “Party” and are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as hereinafter defined).
Execution Version SIDE LETTER AGREEMENT This Side Letter Agreement (this “Agreement”) is entered into as of July 28, 2023, by and between Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), and Colonnade Acquisition...Side Letter Agreement • August 1st, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
