DATED 20 NOVEMBER 2026

Master Agreement for Over-the-Counter Derivative Transactions

between
PELLHAVEN BANK PLC
(“Party A”)
and
ATLAS PAYMENTS GROUP PLC
(“Party B”)
with Schedule, Collateral Annex, Rate Definitions Annex and Confirmations

§Contents

IT IS AGREED as follows:

1.Definitions and interpretationExplained in Ch. 4

1.1In this Agreement the following terms have the following meanings:
“Affected Party”
in relation to a Termination Event, the party to which the event has occurred, determined under clause 5.3 — for an illegality or a tax event, the party or parties the event affects; for the Additional Termination Event in Part 1(g) of the Schedule, Party B alone;
“Affected Transactions”
in relation to a Termination Event, the Transactions the event touches, determined under clause 5.3; for an Additional Termination Event, the Transactions the Schedule specifies;
“Calculation Agent”
the party that calculates the amounts payable under each Transaction and gives the statements and payment notices this Agreement requires, being the party Part 4 of the Schedule specifies, and acting subject to the dispute procedure Part 4 sets out;
“Close-out Amount”
the amount determined under clause 6.6 in respect of the Transactions being terminated under clause 6 (the “Terminated Transactions”) — the cost, or the gain, of replacing them; clause 6.6 states the standard by which it is determined;
“Confirmation”
the document evidencing a Transaction — a letter, an electronic message or an exchange of messages — which supplements, forms part of and is subject to this Agreement;
“Credit Support Balance”
in relation to a party, the cash transferred to it under the Collateral Annex and held by it from time to time, together with interest accrued under that Annex and not yet paid or applied;
“Credit Support Document”
a document specified as such in Part 4 of the Schedule, being the Collateral Annex dated 20 November 2026;
“Credit Support Provider”
a person specified as such in Part 4 of the Schedule; none is specified for either party;
“Default Rate”
the Termination Rate plus 1% per annum;
“Defaulting Party”
the party with respect to which an Event of Default has occurred;
“Early Termination Amount”
the single net sum determined under clause 6.5 as payable following an Early Termination Date;
“Early Termination Date”
the date designated under clause 6.1 or clause 6.2 on which the Terminated Transactions fall to be terminated under clause 6.3;
“Event of Default”
any event specified in clause 5.1;
“Exposure”
the amount described in paragraph 8 of the Collateral Annex;
“Local Business Day”
a day on which commercial banks are open for general business in London and which is also a TARGET Settlement Day, that is, a day on which the real-time gross settlement system operated by the Eurosystem is open for the settlement of payments in euro;
“Non-defaulting Party”
in relation to an Event of Default, the party other than the Defaulting Party;
“Notional Amount”
in relation to a Transaction, the amount by reference to which its payments are calculated; the Notional Amount is a figure for counting, and it is never lent, paid or owed;
“Option”
a Transaction under which one party pays a Premium and may in return receive payments if an agreed rate is above an agreed level (a cap) or below one (a floor), and owes nothing beyond the Premium;
“Potential Event of Default”
an event or circumstance which, with the giving of notice or the passing of time or both, would be an Event of Default;
“Premium”
the amount the buyer of an Option pays for it, once, on the date the Confirmation states;
“Schedule”
the Schedule to this Agreement, by which the parties elect among the alternatives this Agreement offers and complete and amend its terms;
“Specified Entity”
in relation to a party, an entity specified as such in Part 1(a) of the Schedule, whose default counts as that party's own for the purposes of clauses 5.1(c), 5.1(e) and 5.1(f); none is specified for either party;
“Specified Indebtedness”
obligations, present or future, in respect of borrowed money, as extended or narrowed for a party by Part 1(c) of the Schedule;
“Specified Information”
the documents and other information a party is to deliver under Part 3 of the Schedule;
“Specified Transaction”
a swap, cap, floor, collar, forward, option or similar transaction — existing now or entered into later — between the parties or their affiliates which is not a Transaction governed by this Agreement;
“Termination Currency”
euro, as Part 1(f) of the Schedule specifies;
“Termination Event”
any event specified in clause 5.2, including an Additional Termination Event specified in the Schedule;
“Termination Rate”
in relation to an amount and the party to which it is payable, the rate per annum that party certifies to be the cost to it of funding that amount;
“Threshold Amount”
in relation to a party, the amount specified for it in Part 1(c) of the Schedule, above which aggregate Specified Indebtedness engages clause 5.1(f) — for Party B €5,000,000, and for Party A 2% of its shareholders' equity as shown in its latest audited accounts;
“Transaction”
a swap, cap, floor, collar, forward, option or similar contract entered into between the parties, governed by this Agreement and evidenced by a Confirmation;
“Underlying”
in relation to a Transaction, the rate, price or index from which its payments are worked out and which neither party controls; for the Transactions the parties contemplate at the date of this Agreement it is 3-month EURIBOR, as the Rate Definitions Annex describes it;
“Unpaid Amounts”
in relation to the Terminated Transactions, the amounts that became payable under them on or before the Early Termination Date and remain unpaid, together with interest from and including the date each became payable; no amount whose payment date falls after the Early Termination Date is an Unpaid Amount.
1.2In this Agreement, unless the context requires otherwise:
  1. (a)headings are for convenience and do not affect interpretation, and references to clauses, Parts, Annexes and paragraphs are to clauses of this Agreement, Parts of the Schedule, the Annexes to this Agreement and their paragraphs;
  2. (b)the singular includes the plural and the plural the singular;
  3. (c)“including” and similar words do not limit the general words that precede them;
  4. (d)a reference to a Transaction includes its Confirmation; and
  5. (e)references to “€” and “euro” are to the lawful currency of the member states of the European Union that have adopted it.
1.3Single agreement. This Master Agreement, the Schedule, the Collateral Annex, the Rate Definitions Annex and every Confirmation together form one agreement between the parties, and the parties would not otherwise enter into any Transaction. Each party enters into each Transaction in reliance on that fact.
1.4Inconsistency. If a Confirmation is inconsistent with the Schedule or with this Master Agreement, the Confirmation prevails for its Transaction; if the Schedule is inconsistent with this Master Agreement, the Schedule prevails; and the Rate Definitions Annex yields to all three.

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