Training document. This facility agreement, the parties, the financing and every fact in it are fictional. It is a deliberately simplified teaching text written in the style and architecture used in the European syndicated loan market — it is an original document, not any trade association's form, and this site is not affiliated with or endorsed by any market body. Real facility agreements are far longer and turn on their own facts, and they print margins and ratios to two decimal places; this one is written in whole numbers and words. Clause 26.1 counts interest on the actual days in each Interest Period, as real agreements do; the workbook's worked sums round every three-Month period to 90 days so that each comes out in whole euros. Copper chips like Explained in Ch. 6 link each clause to the chapter of the workbook that explains it.

DATED 14 JULY 2026

€40,000,000 Term and Revolving Facilities Agreement

for
ATLAS PAYMENTS GROUP PLC
arranged by
PELLHAVEN BANK PLC
acting as Arranger
with
PELLHAVEN BANK PLC
acting as Agent

§Contents

IT IS AGREED as follows:

Section 1 — Interpretation

1.Definitions and interpretationExplained in Ch. 5

1.1In this Agreement the following words have the following meanings:
“Acquisition”
the acquisition by the Company of the entire issued share capital of Solaris Digital Assets Europe Limited pursuant to the Acquisition Agreement;
“Acquisition Agreement”
the share purchase agreement dated 14 July 2026 between Meridian Fintech Ventures Limited as seller and the Company as buyer relating to the Acquisition;
“Availability Period”
(a) in relation to Facility A, the period from the date of this Agreement to (and including) the earlier of the date on which the Acquisition completes and the Long Stop Date; and (b) in relation to Facility B, the period from the date of this Agreement to (and including) the date falling one month before the Termination Date;
“Available Facility”
in relation to a Facility, the aggregate of the Commitments under that Facility minus the aggregate outstanding Loans under it;
“Break Costs”
the amount (if any) by which the interest (excluding Margin) which a Lender would have received on a Loan or overdue amount to the end of the current Interest Period, had it been paid on the last day of that Interest Period, exceeds the return that Lender would earn by placing the amount received early on deposit in the interbank market for the remainder of that Interest Period;
“Business Day”
a day (other than a Saturday or Sunday) on which banks are open for general business in London and which is a TARGET Day;
“Certain Funds Period”
the period from the date of this Agreement to (and including) the earlier of the date on which the Acquisition completes and the Long Stop Date;
“Certain Funds Utilisation”
a Utilisation under Facility A made during the Certain Funds Period for the purpose stated in clause 3.1(a);
“Clean-Up Period”
the period from the date on which the Acquisition completes to (and including) the date falling 90 days after that date;
“Commitment”
in relation to a Lender, its Facility A Commitment and Facility B Commitment set out opposite its name in Part B of Schedule 1, to the extent not cancelled, reduced or transferred under this Agreement;
“Compliance Certificate”
a certificate signed by the chief financial officer of the Company setting out, in reasonable detail, computations of the financial covenants in clause 17;
“Default”
an Event of Default, or any event or circumstance which would (with the expiry of a grace period, the giving of notice, or the making of any determination under the Finance Documents, or any combination of them) be an Event of Default;
“EBITDA”
the consolidated operating profit of the Group for the relevant period before taxation, before interest and other finance charges, and before depreciation, amortisation and impairment, adjusted to exclude exceptional and one-off items, all as determined from the consolidated financial statements of the Group;
“Event of Default”
any event or circumstance specified as such in clause 19;
“EURIBOR”
in relation to any Loan, the euro interbank offered rate administered by the European Money Markets Institute for the relevant period, displayed on the appropriate screen page at 11.00 a.m. Brussels time on the Quotation Day, and if that rate is less than zero, EURIBOR shall be deemed to be zero;
“Facility A”
the term loan facility made available under this Agreement in a maximum aggregate amount of €35,000,000;
“Facility B”
the revolving credit facility made available under this Agreement in a maximum aggregate amount of €5,000,000;
“Finance Document”
this Agreement, any Fee Letter, any Utilisation Request, any Transfer Certificate and any other document designated as such by the Agent and the Company;
“Finance Party”
the Agent, the Arranger or a Lender;
“Financial Indebtedness”
any indebtedness for or in respect of: (a) moneys borrowed; (b) any amount raised under any acceptance credit, bond, note or similar instrument; (c) finance or capital leases; (d) receivables sold on a recourse basis; (e) counter-indemnity obligations in respect of guarantees or letters of credit issued by financial institutions; (f) any derivative transaction (its marked-to-market value being counted); and (g) guarantees or indemnities in respect of any of the above given for the obligations of any person;
“Fee Letter”
any letter between the Arranger or the Agent and the Company setting out the amount of a fee referred to in clause 10;
“Group”
the Company and each of its subsidiaries for the time being (including, from completion of the Acquisition, the Target and its subsidiaries);
“Guarantor”
an Original Guarantor or a company which becomes an additional Guarantor under clause 21.2;
“Interest Period”
each period determined under clause 9 by reference to which interest on a Loan is calculated;
“Lender”
an Original Lender or any person which becomes a lender under clause 20, in each case which has not ceased to be a party in accordance with this Agreement;
“Leverage”
on any testing date, the ratio of Total Net Debt on that date to EBITDA for the 12-month period ending on that date;
“Loan”
a loan made or to be made under a Facility, or the principal amount outstanding of that loan;
“Long Stop Date”
31 March 2027;
“Majority Lenders”
a Lender or Lenders whose Commitments aggregate more than two-thirds of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than two-thirds of the Total Commitments immediately before that reduction);
“Major Default”
an Event of Default under clause 19.1 (Non-payment), clause 19.5 (Insolvency), clause 19.6 (Insolvency proceedings) or clause 19.8 (Unlawfulness and repudiation), in each case in relation to an Obligor only;
“Major Representation”
a representation or warranty under clauses 15.1 to 15.4 inclusive, given by an Obligor only;
“Margin”
(a) in relation to a Facility A Loan, 3 per cent. per annum; and (b) in relation to a Facility B Loan, 2 per cent. per annum;
“Material Adverse Effect”
a material adverse effect on: (a) the business, assets or financial condition of the Group taken as a whole; (b) the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents; or (c) the validity or enforceability of the Finance Documents;
“Obligor”
the Company or a Guarantor;
“Original Financial Statements”
the audited consolidated financial statements of the Company for the financial year ended 31 December 2025;
“Quotation Day”
in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period;
“Repeating Representations”
each of the representations set out in clauses 15.1 to 15.4, 15.9 and 15.10;
“Rollover Loan”
one or more Facility B Loans made or to be made on the same day that a maturing Facility B Loan is due to be repaid, in an aggregate amount equal to or less than the maturing Loan, and made for the purpose of refinancing that maturing Loan;
“Target”
Solaris Digital Assets Europe Limited, a company incorporated in Ireland (registered number 684201);
“TARGET Day”
a day on which the real-time gross settlement system operated by the Eurosystem (T2) is open for the settlement of payments in euro;
“Termination Date”
the fifth anniversary of the date of this Agreement;
“Total Commitments”
the aggregate of the Commitments, being €40,000,000 at the date of this Agreement;
“Total Net Debt”
the aggregate Financial Indebtedness of the Group (other than items within paragraph (f) of that definition) less freely available cash and cash equivalent investments of the Group;
“Transfer Certificate”
a certificate substantially in the form set out in Schedule 4, or any other form agreed between the Agent and the Company;
“Utilisation”
a utilisation of a Facility by way of a Loan, and “Utilisation Request” means a notice substantially in the form set out in Schedule 3;
1.2In this Agreement, unless the context requires otherwise: (a) clause and Schedule headings do not affect interpretation; (b) the singular includes the plural and vice versa; (c) a reference to legislation is to that legislation as amended or re-enacted from time to time; (d) “including” does not limit the general words that precede it; (e) a “person” includes any individual, company, unincorporated body or authority; (f) references to “€” and “euro” are to the lawful currency of the participating member states of the European Union; and (g) a Default is “continuing” if it has not been remedied or waived.

Section 2 — The Facilities

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