In re Swervepay Holdings Acquisition, LLC

COURT OF CHANCERY OF THE STATE OF DELAWARE KATHALEEN ST. JUDE MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734 October 21, 2024 Peter J. Walsh, Jr. A. Thompson Bayliss Nicholas D. Mozal Joseph A. Sparco Ryan M. Crowley Noah H. Brown Potter Anderson & Corroon LLP Caleb H. Theriot Hercules Plaza, 6th Floor Abrams & Bayliss LLP 1313 N. Market Street 20 Montchanin Road, Suite 200 Wilmington, DE 19801 Wilmington, DE 19807

Re: In re SwervePay Holdings Acquisition, LLC, C.A. No. 2021-0447-KSJM Dear Counsel: Thank you for your patience in rescheduling the pre-trial conference for tomorrow morning at 9:15 a.m. Today has been a stressful day and knowing that I can count on counsel to understand the need to move the hearing was a comfort.

You all have been less than understanding with each other, and that is regrettable. You can do better. Dig deep and hit reset, please. Allow the Delaware attorneys to advise on all aspects of this matter, including the relevant deadlines, the need to meet them, and the need to extend basic courtesies like brief extensions when requested. I am not sure what happened in these circumstances, but it also bears reminding that non-Delaware attorneys should not dump a brief on their Delaware friends at the last minute. If that admonition is irrelevant to the parties here, all the better.

C.A. No. 2021-0447-KSJM October 21, 2024 Page 2 of 2

Seller’s Motion to Strike Buyer’s Pretrial Brief is denied. Seller’s request to handle exceptions in connection with post-trial briefing is granted. That leaves the two motions in limine, the motion to amend the pleadings, and the rudimentary stuff we normally address at a pretrial conference in connection with my review of the pre- trial order. Please focus on the three motions and be concise. We will have limited time.

Sincerely, /s/ Kathaleen St. Jude McCormick Kathaleen St. Jude McCormick Chancellor cc: All counsel of record (by File & ServeXpress)