Letter Agreement re. Credit Agreement, dated February 11, 2025, by and among i3 Verticals, LLC, the guarantors and lenders party to the Credit Agreement and JPMorgan Chase Bank, N.A., as administrative agent

Re:    Credit Agreement, dated as of May 8, 2023 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among i3 Verticals, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer

Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

The Borrower delivered a Compliance Certificate in accordance with Section 6.02(b) of the Credit Agreement on November 26, 2024, demonstrating that the Borrower’s Consolidated Total Net Leverage Ratio was 0.06 to 1.0, and therefore, the Applicable Rate was based on Pricing Tier 4 as of November 27, 2024. The Borrower has requested that Pricing Tier 4 apply as of September 27, 2024, as the Borrower’s Consolidated Total Net Leverage Ratio was reduced to 0.06 to 1.0 on that day due to the repayment of the outstanding Loans (the “Early Pricing Reduction”).

Notwithstanding anything to the contrary in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement, the Lenders hereby consent to the Early Pricing Reduction and agree that the Applicable Rate shall be based on Pricing Tier 4 as of September 27, 2024.

The consent contained herein is a one-time consent and is expressly limited to the purposes and matters set forth herein. Nothing contained herein shall constitute a waiver or modification of any other rights or remedies the Administrative Agent or any Lender may have under any Loan Document or applicable Law. The Credit Agreement shall remain in full force and effect according to its terms (as modified by this letter).

Each Loan Party represents and warrants to the Lenders that after giving effect to this letter, (a) the representations and warranties set forth in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date, and (b) no event has occurred and is continuing that constitutes a Default.

This letter shall constitute a Loan Document and may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this letter by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. This letter shall be effective as of the date first set forth above, upon the Administrative Agent's receipt of counterparts hereof duly executed by the Lenders and each of the Loan Parties.

This letter shall be governed by and construed in accordance with the laws of the State of New York.

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:    /s/ Elizabeth O’ Conor        

Name:    Elizabeth O’Conor

Title:    Authorized Officer