Paysign, Inc.

proxy statement allegedly 19 in violation of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange 20 Act”)) and by failing to disclose material facts to the public regarding, among other 21 things, that: (1) the Company failed to design, implement, and maintain effective IT 22 general controls, specifically pertaining to user access and the Company’s systems 23 change management; (2) the Company failed to maintain effective disclosure controls 24 and internal controls over its financial reporting; and (3) due to the foregoing, the 25 Company would be forced to delay filing its 2019 Annual Report on U.S. Securities 26 and Exchange (“SEC”) Form 10 - K and holding its 2019 year - end earnings call. The 27 Derivative Actions also allege that the Individual Defendants breached their fiduciary 28 duties by failing to correct and/or causing the Company to fail to correct these false - 2 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 and misleading statements and omissions of material fact to the investing public, 2 while certain of the Individual Defendants engaged in insider sales. 3 Other than admitting that Paysign did delay the filing of its 2019 Form 10 - K 4 and year - end earnings call, Defendants deny each of Plaintiffs’ substantive 5 allegations. In particular, Defendants maintain that the referenced proxy statement 6 did not contain any false or misleading statement, that the Company maintained 7 effective IT controls, and effective disclosure controls and internal controls over its 8 financial reporting, and that there was no improper or illegal inside trading. 9 A. The Securities Class Action 10 On March 19, 2020, a securities class action was filed in the Court against the 11 Company and defendants Newcomer and Attinger for violations of the Exchange Act, 12 alleging substantially the same false and misleading statements that are alleged in the 13 Derivative Actions, captioned Shi v. Paysign, Inc. et al. , Case No. 2:20 - cv - 00553 - 14 GMN - DJA (the “Securities Class Action”). 15 On January 12, 2021, the lead plaintiffs in the Securities Class Action filed an 16 amended complaint for violations of the Exchange Act against the Company and 17 defendants Newcomer, Attinger, and Spence. (Securities Class Action, ECF No. 22). 18 On February 9, 2023, U.S. District Judge Gloria M. Navarro denied, in part, 19 the defendants’ motion to dismiss in the Securities Class Action. (Securities Class 20 Action, ECF No. 42). On December 15, 2023, the parties to the Securities Class 21 Action executed a Stipulation of Settlement. (Securities Class Action, ECF No. 63 - 22 2). On April 18, 2024, the Court granted final approval of the settlement of the 23 Securities Class Action. (Securities Class Action, ECF No. 69). 24 B. The Nevada Action 25 On September 17, 2020, plaintiff Toczek filed a Verified Shareholder 26 Derivative Complaint on behalf of nominal defendant Paysign in the Court alleging 27 breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and 28 violations of Section 14(a) of the Exchange Act against the Individual Defendants, in - 3 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 a case styled as Toczek v. Newcomer et al , Case No. 2:20 - cv - 01722 - JCM - NJK (the 2 “ Toczek Action”) (ECF No. 1). 3 On May 9, 2022, plaintiff Gray filed a substantially similar Verified 4 Stockholder Derivative Complaint on behalf of nominal defendant Paysign against 5 the Individual Defendants, in a case styled as Gray v. Attinger et al , Case No. 2:22 - 6 cv - 00735 - GMN - VCF (the “ Gray Action”). ( Gray Action, ECF No. 1). 7 On April 20, 2023, nominal defendant Paysign filed an Unopposed Motion to 8 Consolidate Related Cases in the Court, requesting that the Court consolidate the 9 Toczek and Gray Actions. (ECF No. 22). 10 On May 10, 2023, the Court issued an order granting the Unopposed Motion to 11 Consolidate Related Cases, thereby consolidating the Toczek and Gray Actions for 12 all purposes under Case No. 2:20 - cv - 01722 - JCM - NJK (forming the Nevada Action). 13 (ECF No. 23). 14 C. The Blanchette Action 15 On October 1, 2023, plaintiff Blanchette filed a Verified Shareholder 16 Derivative Complaint on behalf of Paysign in the Eighth Judicial District Court, Clark 17 County, Nevada asserting claims for violations of Section 10(b) of the Exchange Act, 18 as well as for breaches of fiduciary duty, unjust enrichment, aiding and abetting 19 breach of fiduciary duty, and gross mismanagement against the Individual 20 Defendants. ( Blanchette Action, ECF No. 1 - 1). Defendants’ counsel in the Blanchette 21 Action accepted service on behalf of all Defendants and, on October 10, 2023, 22 removed the Blanchette Action to the Court pursuant to 28 U.S.C. †† 1441, 1446. 23 ( Blanchette Action, ECF No. 1). 24 On November 8, 2023, the parties to the Blanchette Action agreed to stay the 25 Blanchette Action until December 7, 2023, to complete discussions with counsel for 26 Nevada Plaintiffs in the Nevada Action and with counsel for Defendants regarding 27 coordination of the actions, which stay the Court so ordered on November 15, 2023. 28 ( Blanchette Action, ECF Nos. 10, 11). - 4 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 On December 7, 2023, the parties to the Blanchette Action filed an updated 2 status report indicating that the parties had made substantial progress towards the 3 potential settlement of the Nevada Action, which would include the Blanchette 4 Action, and requested that the Blanchette Action be stayed for sixty (60) days pending 5 the completion of the settlement negotiations of the Nevada Action, which request the 6 Court so granted on December 11, 2023. ( Blanchette Action, ECF Nos. 12, 13). The 7 parties to the Blanchette Action made a similar request to extend the stay on January 8 29, 2024, which the Court so ordered on February 2, 2024. ( Blanchette Action, ECF 9 Nos. 14, 15). 10 On March 28, 2024, the parties to the Blanchette Action filed a Joint Status 11 Report, informing the court, inter alia , that the parties had made significant progress 12 towards reaching a settlement. ( Blanchette Action, ECF No. 16). The parties 13 requested that the Court stay the Blanchette Action for an additional sixty (60) days, 14 until May 29, 2024, which the Court so ordered on April 1, 2024. ( Blanchette Action, 15 ECF Nos. 16, 17). On July 27, 2024, the parties to the Blanchette Action filed a 16 further Joint Status Report informing the Court that as of that time a settlement had 17 not been reached, and setting forth a proposed briefing schedule on Defendants’ 18 anticipated motion to dismiss. As described below in “Settlement Negotiations,” 19 subsequent to the filing of that Joint Status Report, the Parties reached this Settlement, 20 and therefore the parties to the Blanchette Action wish to seek the Court’s approval 21 of this Settlement, rather than proceeding with the filing of a motion to dismiss in 22 Blanchette . 23 D. The Jeewa Action 24 On May 28, 2021, Jeewa made a presuit litigation demand on the Company’s 25 Board of Directors (the “Board”) to investigate and bring action against the Individual 26 Defendants for, inter alia , breach of their fiduciary duties. On June 10, 2021, Paysign 27 responded by letter, advising Jeewa of the existence of the Toczek derivative litigation 28 which made essentially the same allegations. Paysign invited Jeewa to share with the - 5 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 Board any information he deemed relevant to the Board’s consideration, and said that 2 Paysign would consider Jeewa’s demand. 3 Jeewa next wrote to Paysign on May 16, 2022, asking for an update. Paysign 4 responded on June 9, 2022, informing Jeewa of the filing of the Gray derivative case, 5 and again inviting Jeewa to share with the Board any information he deemed relevant. 6 Jeewa responded that same day, seeking to clarify the Board’s review of the demand 7 and whether the Board had taken any action in respect thereof and requesting that the 8 Company take any steps necessary to secure tolling agreements from any potential 9 defendant in any litigation that might result from the demand. In the same response, 10 Jeewa also stated that he would share information whenever he deemed it appropriate. 11 On July 5, 2022, Jeewa sent an email following up on whether the Company had 12 secured the requested tolling agreements. On July, 20, 2022 Paysign informed Jeewa 13 that in light of the existence of the Toczek and Gray cases which preserve Plaintiffs’ 14 derivative claims, it declined to pursue certain tolling agreements Jeewa was asking 15 Paysign to pursue. 16 Jeewa wrote again on April 17, 2023 and on June 21, 2023, repeating his 17 demand that the Board take immediate action, and on June 28, 2023 Paysign repeated 18 its view that Jeewa’s allegations were essentially identical to those made in Toczek 19 and Gray , and said its Board “continues to monitor developments in both the 20 Securities Class Action, and the Derivative Litigation, in deciding Paysign’s best 21 course of action.” 22 On December 27, 2023, plaintiff Jeewa filed a Verified Stockholder Derivative 23 Complaint in the Court making claims for breach of fiduciary duty, breach of 24 fiduciary duty for wrongful refusal, and unjust enrichment against the Individual 25 Defendants and alleging that the Board wrongfully refused plaintiff Jeewa’s demand. 26 ( Jeewa Action, ECF No. 1). 27 E. Settlement Negotiations 28 In April 2023, Plaintiffs and Defendants agreed to mediate in connection with - 6 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 the Derivative Actions in order to attempt to resolve the claims asserted therein. The 2 Mediation was set for May 10, 2023, to be overseen by Michelle Yoshida (the 3 “Mediator”) of Phillips ADR Enterprises. 4 On April 18, 2023, the Nevada Plaintiffs sent a settlement demand letter to 5 Defendants that, inter alia , proposed a settlement framework that included a 6 comprehensive set of corporate governance reforms designed to address the 7 governance deficiencies that resulted in the wrongdoing alleged in the Nevada Action. 8 Moreover, in anticipation of the Mediation, the Parties submitted to the Mediator and 9 exchanged with each other detailed mediation statements, addressing relevant 10 arguments and allegations in the Derivative Actions. 11 On May 10, 2023, the Parties in the Nevada Action and the Blanchette Action 12 participated in the full - day Mediation with the Mediator. The Parties in the Nevada 13 Action and the Blanchette Action were unable to reach an agreement on settlement at 14 the Mediation but continued to engage in settlement negotiations in the following 15 months. Separately, Defendants and counsel for Jeewa worked with the Mediator on 16 additional corporate governance reforms. Ultimately, the Parties were able to reach 17 an agreement in principle on the substantive terms of the settlement, including the 18 corporate governance reforms that Paysign would adopt as consideration for the 19 settlement as reflected in the “Corporate Governance Reforms” attached hereto as 20 Exhibit A (the “Reforms”). 21 After the Parties reached an agreement in principle on the material terms of the 22 settlement, the Parties separately negotiated at arm’s length, with the Mediator’s 23 assistance, the attorneys’ fees and expenses to be paid to Plaintiffs’ Counsel in 24 consideration of the substantial benefits conferred on the Company by the Reforms 25 due to the efforts of Plaintiffs’ Counsel and, on October 4, 2024, the Parties agreed 26 that Defendants’ insurers will pay $607,500.00 in attorneys’ fees and expenses to 27 Plaintiffs’ Counsel, subject to Court approval. 28 - 7 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 II. PLAINTIFFS’ CLAIMS AND THE BENEFITS OF SETTLEMENT 2 Plaintiffs believe that the derivative claims in the Derivative Actions have 3 substantial merit, and Plaintiffs’ entry into this Stipulation is not intended to be and 4 shall not be construed as an admission or concession concerning the relative strength 5 or merit of the claims alleged in the Derivative Actions. However, Plaintiffs and 6 Plaintiffs’ Counsel recognize and acknowledge the significant risk, expense, and 7 length of continued proceedings necessary to prosecute the Derivative Actions against 8 the Individual Defendants through trial and possible appeals. Plaintiffs’ Counsel also 9 have taken into account the uncertain outcome and the risk of any litigation, especially 10 in complex cases such as the Derivative Actions, as well as the difficulties and delays 11 inherent in such litigation. 12 Plaintiffs’ Counsel have conducted extensive investigation and analysis, 13 including, inter alia : (i) reviewing and analyzing Paysign press releases, public 14 statements, and filings with the SEC; (ii) reviewing and analyzing securities analysts’ 15 reports and advisories and media reports about the Company; (iii) reviewing and 16 analyzing the pleadings and orders in the Securities Class Action; (iv) researching the 17 applicable law with respect to the claims alleged and the potential defenses thereto; 18 (v) preparing and filing initial complaints in the Derivative Actions; (vi) researching 19 and evaluating factual and legal issues relevant to the claims; (vii) engaging in 20 settlement negotiations with Defendants’ counsel regarding the specific facts, and 21 perceived strengths and weaknesses of the Derivative Actions, and other issues in an 22 effort to facilitate negotiations; (viii) researching the Company’s corporate 23 governance structure in connection with settlement efforts; (ix) preparing 24 comprehensive written settlement demands and modified demands over the course of 25 the Parties’ settlement negotiations; (x) preparing a mediation statement; (xi) 26 participating in the full - day Mediation; and (xii) negotiating and drafting this 27 comprehensive Stipulation. 28 Based on Plaintiffs’ Counsel’s thorough review and analysis of the relevant - 8 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 facts, allegations, defenses, and controlling legal principles, Plaintiffs’ Counsel 2 believe that the Settlement set forth in this Stipulation is fair, reasonable, and 3 adequate, and confers substantial benefits upon Paysign. Based upon Plaintiffs’ 4 Counsel’s evaluation, Plaintiffs have determined that the Settlement is in the best 5 interests of Paysign and have agreed to settle the Derivative Actions upon the terms 6 and subject to the conditions set forth herein. 7 III. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY 8 Defendants deny that they have committed or engaged in any wrongdoing or 9 violation of law whatsoever. Defendants further deny each and all of the claims and 10 contentions alleged by Plaintiffs in the Derivative Actions. The Individual Defendants 11 have expressly denied and continue to deny all charges of wrongdoing or liability 12 against them arising out of any of the conduct, statements, acts, or omissions alleged, 13 or that could have been alleged in the Derivative Actions. 14 Nonetheless, Defendants have concluded that it is desirable for the Derivative 15 Actions to be fully and finally settled in the matter and upon the terms and conditions 16 set forth in this Stipulation. Defendants have also taken into account the uncertainty 17 and risks inherent in any litigation, especially in complex derivative actions. 18 Defendants have, therefore, determined that it is in the best interests of Paysign for 19 the Derivative Actions to be settled in the manner and upon the terms and conditions 20 set forth in this Stipulation. 21 IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT 22 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and 23 among the undersigned counsel for the Parties herein, in consideration of the benefits 24 flowing to the Parties from the Settlement, and subject to the approval of the Court, 25 that the Released Claims shall be finally and fully compromised, settled, and released, 26 and the Derivative Actions shall be dismissed with prejudice and with full preclusive 27 effect as to all Parties, upon and subject to the terms and conditions of this Stipulation, 28 - 9 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1. DEFINITIONS 28 and shall not include claims, if any, that any party may have against its insurer with - 10 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 1. “Board” means the Board of Directors of Paysign. 2. “ Blanchette Action” means the stockholder derivative action captioned 3. “Court” means the United States District Court for the District of Nevada. 4. “Current Paysign Stockholders” means any Person or Persons who are 1 as set forth below. 2 3 As used in this Stipulation, the following terms have the meanings specified 4 below: 5 6 7 Blanchette v. Paysign, Inc. et al. , Case No. 2:23 - cv - 01632 - JCM - BNW pending in the 8 United States District Court for the District of Nevada. 9 10 11 record or beneficial owners of Paysign stock as of the date of this Stipulation and who 12 continue to own Paysign stock through the date of the Settlement Hearing (defined 13 herein), excluding the Individual Defendants, the officers and directors of Paysign, 14 members of their immediate families, and their legal representatives, heirs, 15 successors, or assigns, and any entity in which any of the Individual Defendants has 16 or has had a controlling interest. 17 1.5 “Defendants” means the Individual Defendants and nominal defendant, 18 Paysign. 19 1.6 “Defendants’ Counsel” means Greenberg Traurig, LLP. 20 1.7 “Defendants’ Released Claims” means any and all manners of claims or 21 causes of action (including known and Unknown Claims), whether based on federal, 22 state, local, statutory or common law, in equity, or on any other law, rule, regulation, 23 ordinance, contract, or the law of any foreign jurisdiction, whether fixed or 24 contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, 25 asserted or unasserted, matured or unmatured, arising out of the commencement, 26 litigation, or settlement of the Derivative Actions. “Defendants’ Released Claims” 27 shall not include claims to enforce the terms of the Stipulation and/or the Judgment,

1 respect to any payment obligations under the Settlement. 2 1.8 “Defendants’ Released Persons” means Plaintiffs, Plaintiffs’ Counsel, 3 and each and all of their past, present, or future family members, spouses, domestic 4 partners, parents, associates, affiliates, subsidiaries, officers, directors, stockholders, 5 owners, members, representatives, employees, attorneys, financial or investment 6 advisors, consultants, underwriters, investment banks or bankers, commercial 7 bankers, insurers, reinsurers, excess insurers, co - insurers, advisors, principals, agents, 8 heirs, executors, trustees, estates, beneficiaries, distributees, foundations, general or 9 limited partners or partnerships, joint ventures, personal or legal representatives, 10 administrators, or any other Person or entity acting or purporting to act for or on behalf 11 of any Plaintiff or any counsel for any Plaintiff, and each of their respective 12 predecessors, successors, and assigns, Paysign, and all Paysign stockholders (solely 13 in their capacity as Paysign stockholders). 14 1.9 “Derivative Actions” means the Nevada Action the Blanchette Action, 15 and the Jeewa Action. 16 1.10 “Effective Date” means the date by which all of the conditions specified 17 in paragraph IV (6.1) have been met. 18 1.11 “Final” means the expiration of all time to seek appeal or other review of 19 the Judgment (defined herein), or if any appeal or other review of such Judgment is 20 filed and not dismissed, after such Judgment is upheld on appeal in all material 21 respects and is no longer subject to appeal, reargument, or review by writ of certiorari 22 or otherwise. 23 1.12 “Individual Defendants” means Mark R. Newcomer, Mark Attinger, 24 Daniel H. Spence, Joan M. Herman, Dan R. Henry, Bruce A. Mina, Dennis Triplett, 25 and Quinn Williams. 26 1.13 “ Jeewa Action” means the stockholder derivative action captioned Jeewa 27 v. Newcomer et al. , Case No. 2:23 - cv - 02129 - RFB - EJY, pending in the United States 28 District Court for the District of Nevada. - 11 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 1.14 “Judgment” means the Order and Final Judgment entered by the Court 2 that dismisses the Nevada Action pursuant to the Settlement, substantially in the form 3 of Exhibit E attached hereto. 4 1.15 “Nevada Action” means the consolidated stockholder derivative action 5 captioned Toczek v. Newcomer et al , Case No. 2:20 - cv - 01722 - JCM - NJK pending in 6 the United States District Court for the District of Nevada. 7 1.16 “Notice” means the Notice of Pendency and Proposed Settlement of 8 Stockholder Derivative Actions, substantially in the form of Exhibit C attached 9 hereto. 10 1.17 “Parties” means Plaintiffs, Individual Defendants, and Paysign. 11 1.18 “Paysign” or the “Company” means nominal defendant Paysign, Inc. and 12 its affiliates, subsidiaries, predecessors, successors, and assigns. 13 1.19 “Person” means any natural person, individual, corporation, partnership, 14 limited partnership, limited liability partnership, limited liability company, 15 association, joint venture, joint stock company, estate, legal representative, trust, 16 unincorporated association, government, or any political subdivision or agency 17 thereof, any business or legal entity, and any spouse, heir, legatee, executor, 18 administrator, predecessor, successor, representative, or assign of any of the 19 foregoing. 20 1.20 “Plaintiffs” means Andrzej Toczek, John K. Gray, Simone Blanchette, 21 and Mo Jeewa. 22 1.21 “Plaintiffs’ Counsel” means The Brown Law Firm, P.C. and Shuman, 23 Glenn & Stecker, as counsel for Plaintiffs Andrzej Toczek and John K. Gray; 24 Rigrodsky Law, P.A., as counsel for Plaintiff Simone Blanchette; and Julie & 25 Holleman as counsel for Mo Jeewa. 26 1.22 “Plaintiffs Releasing Parties” means Plaintiffs, for themselves and 27 derivatively on behalf of Paysign, Current Paysign Stockholders, derivatively on 28 behalf of Paysign, and Paysign, and their respective agents, spouses, heirs, executors, - 12 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 administrators, personal representatives, predecessors, successors, transferors, 2 transferees, representatives, and assigns, in their capacities as such, and any Person 3 or entity that could assert any of the Released Claims on their behalf. 4 1.23 “Preliminary Approval Order” means the [Proposed] Preliminary 5 Approval Order entered by the Court that preliminarily approves the Settlement, 6 authorizes the form and manner of providing notice of the Settlement to Current 7 Paysign Stockholders, and sets a date for the Settlement Hearing, substantially in the 8 form of Exhibit B attached hereto. 9 1.24 “Reforms” means the corporate governance reforms set forth in Exhibit 10 A attached hereto, which the Company shall adopt, implement, and maintain, 11 pursuant to and in accordance with this Stipulation. 12 1.25 “Released Claims” means all claims or causes of action (including known 13 and Unknown Claims), including, but not limited to, any claims for damages, 14 injunctive relief, interest, attorneys’ fees, expert, or consulting fees, and any and all 15 other costs, expenses, sums of money, or liabilities whatsoever, against any of the 16 Released Persons that: (i) were asserted or could have been asserted derivatively in 17 the Derivative Actions; (ii) would have been barred by res judicata had the Derivative 18 Actions been fully litigated to final judgment; (iii) that have been, could have been, 19 or could in the future be, asserted derivatively in any forum or proceeding or 20 otherwise against any of the Released Persons that concern, are based upon, involve, 21 or arise out of, or relate to any of the operative subject matters, allegations, 22 transactions, facts, events, occurrences, disclosures, representations, statements, 23 omissions alleged, acts, failures to act, alleged mismanagement, misconduct, 24 concealment, alleged misrepresentations, alleged violations of local, state or federal 25 law, sale of stock, or other matters involved, set forth, or referred to, or could have 26 been alleged in or encompassed by, the complaints in the Derivative Actions; or (iv) 27 arise out of, relate to, or concern the defense, settlement, or resolution of the 28 Derivative Actions or the Released Claims. “Released Claims” shall not include: (i) - 13 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 claims to enforce the terms of the Stipulation and/or the Judgment; or (ii) exclusively 2 direct claims (i.e., as opposed to derivative claims) absent Paysign stockholders may 3 have in an individual capacity against Defendants. 4 1.26 “Released Persons” means Defendants’ Counsel and each of Defendants 5 and each and all of their past, present, or future family members, spouses, domestic 6 partners, associates, affiliates, subsidiaries, parents, officers, directors, stockholders, 7 owners, members, representatives, employees, attorneys, financial or investment 8 advisors, consultants, underwriters, investment banks or bankers, commercial 9 bankers, insurers, reinsurers, excess insurers, co - insurers, advisors, principals, agents, 10 heirs, executors, trustees, estates, beneficiaries, distributees, foundations, general or 11 limited partners or partnerships, joint ventures, personal or legal representatives, 12 administrators, or any other Person or entity acting or purporting to act for or on behalf 13 of any Defendant, and each of their respective predecessors, successors, and assigns. 14 1.27 “Settlement” means the settlement and compromise of the Derivative 15 Actions as provided for in this Stipulation. 16 1.28 “Settlement Hearing” means the hearing set by the Court to consider final 17 approval of the Settlement. 18 1.29 “Summary Notice” means the Summary Notice of Pendency and 19 Proposed Settlement of Stockholder Derivative Actions, substantially in the form of 20 Exhibit D attached hereto. 21 1.30 “Unknown Claims” means any Released Claim(s) that any of the 22 Plaintiffs Releasing Parties does not know of or suspect to exist in his, her, or its favor 23 at the time of the release of the Released Persons, including claims that, if known by 24 him, her, or it, might have affected his, her, or its settlement with and release of the 25 Released Persons or might have affected his, her, or its decision whether to object to 26 this Settlement. With respect to any and all Released Claims, the Parties stipulate and 27 agree that, upon the Effective Date, the Plaintiffs Releasing Parties shall expressly 28 waive and relinquish, and each Current Paysign Stockholder shall be deemed to have - 14 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

2. TERMS OF THE SETTLEMENT 1. Within thirty (30) days of issuance of the Judgment by the Court, the 28 - 15 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 1 and by operation of the Judgment shall have expressly waived and relinquished to the 2 fullest extent permitted by law, the provisions, rights and benefits conferred by and 3 under California Civil Code † 1542, and any other law of the United States or any 4 state or territory of the United States, or principle of common law, which is similar, 5 comparable or equivalent to California Civil Code † 1542, which provides: 6 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 7 THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR 8 SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF 9 EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR 10 HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER 11 SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 12 The Plaintiffs Releasing Parties acknowledge that they and Current Paysign 13 Stockholders may hereafter discover facts in addition to or different from those now 14 known or believed to be true by them, with respect to the subject matter of the 15 Released Claims, but it is the intention of the Parties that the Plaintiffs Releasing 16 Parties and all Current Paysign Stockholders shall be deemed to and by operation of 17 the Judgment shall completely, fully, finally, and forever compromise, settle, release, 18 discharge, and extinguish any and all Released Claims, known or unknown, suspected 19 or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, 20 which do now exist, or heretofore existed, or may hereafter exist, upon any theory of 21 law or equity now existing or coming into existence in the future, and without regard 22 to the subsequent discovery of additional or different facts. The Parties acknowledge 23 that the foregoing waiver was separately bargained for and is a key element of the 24 Stipulation of which this release is a part. 25 26 27 Board shall adopt resolutions and amend Board committee charters, corporate

2.2 Paysign and the Board acknowledge and agree that the filing, pendency, 3. APPROVAL AND NOTICE 1. As soon as practicable, the Parties to the Jeewa Action shall stipulate to 1 governance documents, and/or the Company’s Bylaws 1 to ensure the adoption, 2 implementation, and maintenance of the Reforms, which shall remain in effect for no 3 less than five (5) years after the Judgment is entered by the Court. 4 5 and settlement of the Derivative Actions was the cause of the Company’s decision to 6 adopt, implement, and maintain the Reforms. Paysign and the Board also 7 acknowledge and agree that the Reforms confer substantial benefits to Paysign and 8 its shareholders. 9 10 11 the transfer of the Jeewa Action to the Hon. James C. Mahan, which if agreed to by 12 the Court in the Jeewa Action and Judge Mahan, will have the effect of having all 13 derivative litigation before a single judge for purposes of seeking approval of this 14 Settlement pursuant to Federal Rule of Civil Procedure 23.1. As soon as practical 15 thereafter, the Nevada Action Plaintiffs shall submit this Stipulation together with its 16 exhibits to the Court and shall apply for entry of the Preliminary Approval Order, 17 substantially in the form of Exhibit B attached hereto, requesting: (i) preliminary 18 approval of the Settlement set forth in this Stipulation; (ii) approval of the form and 19 manner of providing notice of the Settlement to Current Paysign Stockholders; and 20 (iii) a date for the Settlement Hearing. 21 3.2 Within ten (10) days after the entry of the Preliminary Approval Order, 22 Paysign shall: (1) post a copy of the Notice and the Stipulation (and exhibits thereto) 23 on the Investor Relations page of the Company’s website; (2) publish the Summary 24 Notice in a press release; and (3) file with or furnish to the SEC the Notice and 25 Stipulation (and exhibits thereto) as exhibits to an SEC Form 8 - K. The Notice shall 26 27 1 The term “Bylaws” refers to the Second Amended and Restated Bylaws of Paysign, Inc. (Dated as of March 7, 2024). - 16 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 28

4. ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES 1. In consideration of the substantial benefits conferred upon Paysign as a 28 Counsel. Defendants are not responsible for the allocation of the Fee and Expense - 17 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 1 provide a link to the Investor Relations page on Paysign’s website where the Notice 2 and Stipulation (and exhibits thereto) may be viewed, which page will be maintained 3 through the date of the Settlement Hearing. Paysign shall be solely responsible for 4 paying the costs and expenses related to providing notice of the Settlement set forth 5 in this paragraph or as otherwise required by the Court. The Parties believe the manner 6 of the notice procedures set forth in this paragraph constitutes adequate and 7 reasonable notice to Paysign stockholders pursuant to applicable law and due process. 8 3.3 Pending the Court’s determination as to final approval of the Settlement, 9 Plaintiffs and Current Paysign Stockholders are barred and enjoined from 10 commencing, prosecuting, instigating, or in any way participating in the 11 commencement or prosecution of any action asserting any Released Claims against 12 any of the Released Persons. 13 14 15 direct result of the Reforms and Plaintiffs’ and Plaintiffs’ Counsel’s efforts in 16 connection with the Derivative Actions, and subject to Court approval, Defendants’ 17 insurers shall pay to Plaintiffs’ Counsel, collectively, their attorneys’ fees and costs 18 in the amount of six hundred and seven thousand five hundred dollars ($607,500.00) 19 (the “Fee and Expense Amount”). 20 4.2 Within twenty (20) days of the date of entry of the Preliminary Approval 21 Order and The Brown Law Firm, P.C.’s provision of wire instructions and W - 9 form, 22 whichever is later, Defendants’ insurers shall pay the Fee and Expense Amount to 23 The Brown Law Firm, P.C.’s (the “Escrow Agent”) escrow account (the “Escrow 24 Account”), which amount, to the extent approved by the Court, shall be released by 25 the Escrow Agent from the Escrow Account once the Court enters the Judgment and 26 an order approving the Fee and Expense Amount, notwithstanding any potential 27 appeals, to Plaintiffs’ Counsel, pursuant to an allocation agreed to by Plaintiffs’

5. RELEASES 1. Within five (5) days after the Effective Date, the parties in the Derivative 28 Persons, individually on behalf of themselves, and derivatively on behalf of Paysign, - 18 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 1 Amount amongst Plaintiffs’ Counsel. Plaintiffs’ Counsel shall make no request to the 2 Court for (and hereby release any right they may otherwise have to seek) attorneys’ 3 fees and/or costs beyond the Fee and Expense Amount. 4 4.3 In the event that the Judgment fails to become Final as defined in 5 paragraph IV (¶1.11), or to the extent that the Court does not approve Plaintiffs’ 6 Counsel’s application for an award of attorneys’ fees and costs in the full amount of 7 the Fee and Expense Amount, or to the extent the Fee and Expense Amount is reduced 8 as the result of an appeal, Plaintiffs’ Counsel must refund the Fee and Expense 9 Amount to the extent it is denied or reduced to Defendants’ insurers within thirty (30) 10 days from receiving notice from Defendants’ Counsel or from a court of appropriate 11 jurisdiction. 12 4.4 Plaintiffs’ Counsel may apply to the Court for service awards of up to two 13 thousand dollars ($2,000.00) for each of the Plaintiffs to be paid from the Fee and 14 Expense Amount in recognition of Plaintiffs’ participation and effort in the 15 prosecution of the Derivative Actions (the “Service Awards”). Defendants shall not 16 object to the application for the Service Awards. 17 4.5 The Court’s awarding of any fees and costs is not a necessary term of this 18 Settlement, and it is not a condition of this Settlement that Plaintiffs’ Counsel’s 19 application(s) for such fees and costs be approved by the Court in the amount of the 20 Fee and Expense Amount or in any other amount. 21 22 23 Actions other than the Nevada Action will file stipulations of dismissal with prejudice 24 in those respective actions. 25 5.2 Upon the Effective Date, the Plaintiffs Releasing Parties shall be deemed 26 to have, and by operation of the Judgment shall have, fully, finally, and forever 27 released, relinquished, and discharged the Released Claims against the Released

6. CONDITIONS OF SETTLEMENT; EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION 1. The Effective Date of this Stipulation shall be conditioned on the 28 Stockholders; - 19 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 1 and on behalf of their respective agents, spouses, heirs, executors, administrators, 2 personal representatives, predecessors, successors, transferors, transferees, 3 representatives, and assigns, in their capacities as such. Plaintiffs Releasing Parties 4 shall be deemed to have, and by operation of the Judgment shall have, covenanted not 5 to sue any Released Persons with respect to any Released Claims, and shall be 6 permanently barred and enjoined from instituting, commencing or prosecuting the 7 Released Claims against the Released Persons except to enforce the releases and other 8 terms and conditions contained in the Settlement and/or the Judgment. 9 5.3 Upon the Effective Date, the Released Persons shall be deemed to have, 10 and by operation of the Judgment shall have, fully, finally, and forever released, 11 relinquished and discharged each and all of Defendants’ Released Persons from 12 Defendants’ Released Claims. The Released Persons shall be deemed to have, and by 13 operation of the Judgment shall have, covenanted not to sue Defendants’ Released 14 Persons with respect to any of Defendants’ Released Claims, and shall be permanently 15 barred and enjoined from instituting, commencing or prosecuting Defendants’ 16 Released Claims against Defendants’ Released Persons except to enforce the releases 17 and other terms and conditions contained in the Stipulation and/or the Judgment. 18 5.4 Within five (5) days after the Effective Date, the parties in the Blanchette 19 Action and in the Jeewa Action will file a stipulation of dismissal with prejudice in 20 in those actions, respectively. 21 22 23 24 occurrence of all of the following events: 25 a. Court approval of the content and method of providing notice of the 26 proposed Settlement to Current Paysign Stockholders, and the subsequent 27 dissemination of the notice of the proposed Settlement to Current Paysign

b. payment of the Fee and Expense Amount in accordance with paragraph IV ( 4 . 2 ) ; c. Court entry of the Judgment, in all material respects in the form set forth as Exhibit E annexed hereto, approving the Settlement and dismissing the Nevada Action with prejudice, without awarding costs to any party, except as provided herein ; and d. the passing of the date upon which the Judgment becomes Final . 28 Settlement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate - 20 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK 1 2 3 4 5 6 7 8 6.2 If any of the conditions specified above in paragraph IV (6.1) are not met, 9 then this Stipulation shall be canceled and terminated subject to paragraph IV (6.3), 10 unless counsel for the Parties mutually agree in writing to proceed with this 11 Stipulation. 12 6.3 If for any reason the Effective Date of this Stipulation does not occur, or 13 if this Stipulation is in any way canceled, terminated or fails to become Final in 14 accordance with its terms: (a) all Parties shall be restored to their respective positions 15 in the Derivative Actions as of the date of this Stipulation; (b) all releases delivered 16 in connection with this Stipulation shall be null and void, except as otherwise 17 provided for in this Stipulation; (c) the Fee and Expense Amount paid to Plaintiffs’ 18 Counsel shall be refunded and returned within thirty (30) days; and (d) all 19 negotiations, proceedings, documents prepared, and statements made in connection 20 herewith shall be without prejudice to the Parties, shall not be deemed or construed 21 to be an admission by a Party of any act, matter, or proposition, and shall not be used 22 in any manner for any purpose in any subsequent proceeding in the Derivative 23 Actions, or in any other action or proceeding. In such event, the terms and provisions 24 of this Stipulation shall have no further force and effect with respect to the Parties and 25 shall not be used in the Derivative Actions or in any other proceeding for any purpose. 26 27 7. MISCELLANEOUS PROVISIONS 1. The Parties: (i) acknowledge that it is their intent to consummate the

1 and implement all terms and conditions of the Settlement and to exercise their 2 reasonable best efforts to accomplish the foregoing terms and conditions of the 3 Settlement. 4 7.2 In the event that any part of the Settlement is found to be unlawful, void, 5 unconscionable, or against public policy by a court of competent jurisdiction, the 6 remaining terms and conditions of the Settlement shall remain intact. 7 7.3 The Parties intend this Settlement to be a final and complete resolution of 8 all disputes between them with respect to the Derivative Actions and any and all 9 claims released herein. 10 7.4 Nothing in this Stipulation, or any other settlement - related documents or 11 communications, constitutes an admission that any claim which was brought or could 12 have been brought in the Derivative Actions has or lacks any merit whatsoever, or 13 that Defendants have committed or engaged in any violation of law or wrongdoing 14 whatsoever. 15 7.5 This Stipulation shall not be deemed to prejudice any of the positions of 16 any of the Parties. 17 7.6 Neither this Stipulation, nor any of its terms or provisions, nor entry of 18 the Judgment, nor any act performed or document executed pursuant to or in 19 furtherance of this Stipulation or the Settlement, is, may be construed as, or may be 20 used as evidence of the validity of any of the claims released herein or an admission 21 by or against the Individual Defendants of any fault, wrongdoing, or concession of 22 liability whatsoever. 23 7.7 Defendants may file this Stipulation and/or the Judgment in any action 24 that has or may be brought against them in order to support a defense or counterclaim 25 based on principles of res judicata , collateral estoppel, release, good faith settlement, 26 judgment bar or reduction, or any other theory of claim preclusion or issue preclusion 27 or similar defense or counterclaim. 28 7.8 This Settlement may not be terminated, modified, or amended, except by - 21 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 an agreement in writing signed by the Parties. 2 7.9 This Stipulation shall be construed as if the Parties collectively prepared 3 it, and any uncertainty or ambiguity shall not be interpreted against any of the Parties. 4 7.10 This Stipulation shall be considered to have been negotiated, executed 5 and delivered, and to be wholly performed, in the State of Nevada, and shall be 6 governed by, construed, and enforced in accordance with the laws of the State of 7 Nevada without regard to any state’s principles, policies, or provisions governing 8 choice of law. 9 7.11 This Stipulation and the exhibits attached hereto contain the entire 10 understanding of the Parties concerning the subject matter hereof and supersede any 11 and all prior agreements or negotiations of the Parties, whether oral or in writing, with 12 respect to its subject matter. 13 7.12 The exhibits to this Stipulation are material and integral parts hereof and 14 are fully incorporated herein. In the event that there exists a conflict or inconsistency 15 between the terms of this Stipulation and the terms of any exhibit hereto, the terms of 16 this Stipulation shall prevail. 17 7.13 This Settlement may be executed in any number of counterparts with the 18 same effect as if all Parties had executed the same document. All such counterparts 19 shall be construed together and shall constitute one instrument. A facsimile or 20 electronic (e.g., PDF format) copy of this Settlement as executed shall be deemed an 21 original. 22 7.14 Subject to, and conditional on, the Court’s final approval of the 23 Settlement contemplated herein, the Parties agree that each has complied fully with 24 the applicable requirements of good faith litigation. The Parties shall not take the 25 position that the Derivative Actions were brought or defended in bad faith or in 26 violation of Rule 11 of the Federal Rules of Civil Procedure and relevant state 27 provisions, respectively. 28 7.15 No representations, warranties, or inducements have been made to any of - 22 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 the Parties concerning this Stipulation or its exhibits other than the representations, 2 warranties, and covenants contained and memorialized in such documents. 3 7.16 In the event any proceedings by or on behalf of Paysign, whether 4 voluntary or involuntary, are initiated under any chapter of the United States 5 Bankruptcy Code, including an act of receivership, asset seizure, or similar federal or 6 state law action (“Bankruptcy Proceedings”), the Parties agree to use their reasonable 7 best efforts to obtain all necessary orders, consents, releases, and approvals for 8 effectuation of this Stipulation in a timely and expeditious manner. In the event of 9 any Bankruptcy Proceedings by or on behalf of Paysign, the Parties agree that all 10 dates and deadlines set forth herein will be extended for such periods of time as are 11 necessary to obtain necessary orders, consents, releases and approvals from the 12 bankruptcy court to carry out the terms and conditions of the Stipulation. 13 7.17 Any planned, proposed, or actual sale, merger, or change - in - control of 14 Paysign shall not void this Stipulation. The Stipulation shall run to the Parties’ 15 respective successors - in - interest. In the event of a planned, proposed, or actual sale, 16 merger, or change - in - control of Paysign, the Parties shall continue to seek court 17 approval of the Settlement expeditiously, including without limitation the Settlement 18 terms reflected in this Stipulation and the Fee and Expense Amount. 19 7.18 The Parties shall attempt to resolve any dispute arising out of or relating 20 to the Settlement in good faith. If, after consulting in good faith for a reasonable time, 21 the Parties are unable to reach agreement concerning the dispute, the matter shall be 22 referred to the Mediator for a final binding resolution, with the fees and expenses of 23 the Mediator to be divided equally between the Parties. 24 7.19 The Court shall retain jurisdiction to implement and enforce the terms of 25 the Stipulation and the Judgment and to consider any matters or disputes arising out 26 of or relating to the Settlement, and the Parties and their undersigned counsel submit 27 to the jurisdiction of the Court for purposes of implementing and enforcing the 28 Settlement embodied in the Stipulation and Judgment, and for matters or disputes - 23 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 arising out of or relating to the Settlement. 2 IN WITNESS WHEREOF, the Parties have caused the Stipulation to be 3 executed by their duty authorized attorneys and dated November 26, 2024. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 24 - STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 THE BROWN LAW FIRM, P.C. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 By: Timothy Brown 767 Third Avenue, Suite 2501 New York, NY 10017 Telephone: (516) 922 - 5427 Email: tbrown@thebrownlawfirm.net SHUMAN, GLENN & STECKER By: Rusty E. Glenn 600 17th Street, Suite 2800 South Denver, CO 80202 Telephone: (303) 861 - 3003 Email: rusty@shumanlawfirm.com Brett D. Stecker 326 Lancaster Avenue Ardmore, PA 19003 Telephone: (303) 861 - 3003 Email: brett@shumanlawfirm.com Counsel for Plaintiffs Andrzrej Toczek and John K. Gray RIGRODSKY LAW, P.A. By: Seth D. Rigrodsky Timothy J. MacFall 825 E. Gate Boulevard, Suite 300 Garden City, NY 11530 Telephone: (516) 683 - 3516 - 25 - GREENBERG TRAURIG, LLP By: Jacob D. Bundick 10845 Griffith Park Drive, Suite 600 Las Vegas, NV 89135 Telephone: (702) 792 - 3773 Email: bundickj@gtlaw.com Daniel J. Tyukody Alex Linhardt 1840 Century Park East, 19th Floor Los Angeles, CA 90067 Telephone: (310) 586 - 7700 Email: tyukodyd@gtlaw.com linhardta@gtlaw.com Counsel for Defendants STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK THE BROWN LAW FIRM, P.C. By: Timothy Brown 767 Third Avenue, Suite 2501 New York, NY 10017 Telephone: (516) 922 - 5427 Email: tbrown@thebrownlawfirm.net SHUMAN, GLENN & STECKER By: Rusty E. Glenn 600 17th Street, Suite 2800 South Denver, CO 80202 Telephone: (303) 861 - 3003 Email: rusty@shumanlawfirm.com Brett D. Stecker 326 Lancaster Avenue Ardmore, PA 19003 Telephone: (303) 861 - 3003 Email: brett@shumanlawfirm.com Counsel for Plaintiffs Andrzrej Toczek and John K. Gray RIGRODSKY LAW, P.A. By: Seth D. Rigrodsky Timothy J. MacFall 825 E. Gate Boulevard, Suite 300 Garden City, NY 11530 Telephone: (516) 683 - 3516 GREENBERG TRAURIG, LLP Jacob D. Bundick 10845 Griffith Park Drive, Suite 600 Las Vegas, NV 89135 Telephone: (702) 792 - 3773 Email: bundickj@gtlaw.com Daniel J. Tyukody Alex Linhardt 1840 Century Park East, 19th Floor Los Angeles, CA 90067 Telephone: (310) 586 - 7700 Email: tyukodyd@gtlaw.com linhardta@gtlaw.com Counsel for Defendants

• 26 - 1 Email: sdr@rl - legal.com 2 tjm@rl - legal.com 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Counsel for Plaintiff Simone Blanchette JULIE & HOLLEMAN LLP By: W. Scott Holleman 157 East 86th Street, 4th Floor New York, NY 10028 Telephone: (929) 415 - 1020 Email: scott@julieholleman.com Counsel for Plaintiff Mo Jeewa STIPULATION AND AGREEMENT OF SETTLEMENT 2:20 - CV - 01722 - JCM - NJK

Exhibit A to Stipulation of Settlement in Toczek v. Newcomer et al , Case No. 2:20 - cv - 01722 - JCM - NJK (D. Nev.) CORPORATE GOVERNANCE REFORMS TO BE IMPLEMENTED AND MAINTAINED BY PAYSIGN AS A RESULT OF THE SETTLEMENT I. Within thirty ( 30 ) days of issuance of a Court order finally approving the settlement of the Derivative Actions, the Board of Paysign shall adopt resolutions and amend Board committee charters, corporate governance documents, and/or its Bylaws to ensure the adoption, implementation, and maintenance of the following Reforms, which shall remain in effect for no less than five ( 5 ) years . Paysign acknowledges and agrees that the filing, pendency, and settlement of the Derivative Actions was the cause of the Company’s decision to adopt, implement, and maintain the Reforms . Paysign also acknowledges and agrees that the Reforms confer substantial benefits to Paysign and its shareholders . 1. ESTABLISHMENT OF A NEW MANAGEMENT - LEVEL INFORMATION TECHNOLOGY DEVELOPMENT COMMITTEE Paysign shall establish a management - level Information Technology Development Committee (“TDC”) and adopt a charter formally creating the TDC . The TDC will evaluate and assess its Charter and its performance annually or upon the occurrence of certain material events . Any changes to the TDC’s Charter must be approved by a majority vote of the TDC . A. Function The TDC shall be responsible for overseeing the key technological initiatives and the design, development, implementation, and maintenance of Paysign’s IT, including the Company’s primary software relating to the management of its customers’ accounts, and the remediation of issues and challenges related thereto . B. Composition The TDC shall be composed of, at least the Chief Executive Officer (“CEO”), the Chief Technology Officer (“CTO”), the Chief Operating Officer (“COO”), the Chief Compliance Officer (“CCO”) (as defined herein) and the Chief Payments Officer (“CPO”) as defined herein . In the event of a change in composition of the TDC, the Company shall ensure that at least one member of the TDC is also a member of the Disclosure Committee (defined below) at all times . The members of the TDC shall select a Chairperson . C. Duties and Responsibilities The TDC shall: 1. Meet with the relevant engineering teams at least once quarterly, at which time each team shall report to the TDC on the team’s activities, progress, challenges, and developments as they relate to the Company’s IT . 2. Ensure proper compliance with an established protocol or internal control

Paysign, Inc. Derivative Litigation Page 2 of 16 Pages mechanism for testing proposed software designs and/or proposed changes to existing software designs. 3. Assist the Disclosure Committee (defined below) with the review and disclosure of material information concerning the performance, capabilities, or other technical details of the Company’s software to ensure that the Company’s public statements about its software comply with applicable laws and regulations . 4. In the event of a material problem with any of Paysign’s IT controls: i. investigate the facts and circumstances leading to the problem, including, at a minimum, what happened, whether the issue was a result of a technical problem or personal misconduct, and whether the Company or a third party was responsible for the problem ; ii. prepare for distribution to the Board and the Disclosure Committee (defined below) a report that details the investigative process employed by the TDC, including the individuals interviewed, a summary of the facts and circumstances, whether any misconduct or violation of Company policy was uncovered, whether the matter was an isolated incident or had, has, or may have a Company - wide impact, and the remedial measures implemented or to be implemented . D. Authority In the performance of its duties and responsibilities, the TDC shall have full access to all necessary Company books, records, facilities, and personnel . E. Meetings The TDC shall meet at least quarterly and additionally as necessary or appropriate, and in particular, upon the occurrence of an unusual or material event involving the performance of the Company’s software that may require the filing of a Current Report on U . S . Securities and Exchange Commission (“SEC”) Form 8 - K by the Company . Minutes shall be kept of each meeting of the TDC and shall be made available to the members of the Board upon request . The TDC may invite other Company personnel, outside auditors, outside counsel, or other outside advisors or guests to attend its meetings, as it deems necessary and appropriate to perform its duties and responsibilities . A majority of the members of the TDC shall constitute a quorum for purposes of holding a meeting, and the TDC may act by a vote of a majority of the members present at such meeting .

Paysign, Inc. Derivative Litigation Page 3 of 16 Pages F. Reporting At least quarterly, or after every regular meeting, the TDC Chairperson shall submit a report to the Board concerning the TDC’s deliberations, and any material updates or challenges concerning the Company’s IT internal controls . In the event the TDC conducts an investigation pursuant to Section C . 4 . i, above, the TDC shall provide reports concerning the progress of the investigation to the Board at least quarterly or in the event a of a material development in the investigation . These reports shall provide an executive summary of the scope of the investigation, the actions taken by the TDC, and any conclusions reached by the TDC . Upon the conclusion of the investigation, the TDC shall provide the written report described in Section C . 4 . ii, above . 2. INDEPENDENT OUTSIDE AUDITOR ROTATION The Board shall adopt a policy to rotate the Company’s independent auditing firm every eight ( 8 ) years . 3. IMPROVEMENTS TO THE