The Audit Committee consists of Ms. Baer, Mr. Caragol,Montoya, Mr. Laniado, and Ms. Baer. Mr. James, and Mr. Williams. Mr. CaragolMontoya serves as chairman of our Audit Committee. The Board has reviewed the independence of our directors based on the listing standards of Nasdaq. Based on this review, the Board of Directors has determined that that each of the members of our Audit Committee meets the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 and Nasdaq rules. The Board of Directors has determined that Mr. CaragolMontoya qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our boardBoard of directorsDirectors has adopted a written charter for the Audit Committee which is available on our principal corporate website at www.greenboxpos.cominvestors.ryvyl.com/governance/charter-documents.The information contained on, or that can be accessed through, our website is not part of our Proxy Statement, and the inclusion of our website address in this Proxy Statement is an inactive textual reference only.

Compensation Committee

Our Compensation Committee is responsible for, among other matters:

Our Compensation Committee consists of Ms. Baer, Mr. Caragol,Montoya, Mr. Laniado, and Ms. Baer. Mr. James, and Mr. Williams. Mr. CaragolMontoya serves as chairman of our Compensation Committee. Our Board of Directors has determined that each member of the Compensation Committee is “independent” and meets the independence requirements applicable to Compensation Committee members under the rules of Nasdaq.

Our boardBoard of directorsDirectors has adopted a written charter for the Compensation Committee which is available on our principal corporate website at investors.ryvyl.com/governance/charter-documentswww.greenboxpos.com.The information contained on, or that can be accessed through, our website is not part of our Proxy Statement, and the inclusion of our website address in this Proxy Statement is an inactive textual reference only.

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities.

Nominating and Corporate Governance Committee

The purpose of the Nominating Committee is to assist the board in identifying qualified individuals to become board members, in determining the composition of the board,Board of Directors, and in monitoring the process to assess board effectiveness.the effectiveness of the Board of Directors. The Nominating Committee, in recommending director candidates for election to the Board of Directors, and the Board of Directors, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics, and values and the ability to make mature business judgments. The Nominating Committee and the Board of Directors also considers whether there are potential conflicts of interest. The Nominating Committee and the Board of Directors are committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which new candidates for the Board of Directors are chosen.

Our Nominating Committee consists of Ms. Baer, Mr. Caragol,Montoya, Mr. Laniado, and Ms. Baer. Mr. James, and Mr. Williams. Mr. CaragolMontoya serves as chairman of our Nominating Committee. Our Board of Directors has determined that each member of the Nominating Committee is “independent” and meets the independence requirements applicable to Nominating Committee members under the rules of Nasdaq.

Our boardBoard of directorsDirectors has adopted a written charter for the Nominating Committee which is available on our principal corporate website at www.greenboxpos.com.

DIRECTOR COMPENSATIONinvestors.ryvyl.com/governance/charter-documents

Messrs. Nisan. The information contained on, or that can be accessed through, our website is not part of our Proxy Statement, and Errez are executive officers and majority shareholders through their shared majority ownershipthe inclusion of GreenBox POS, LLC (“PrivCo”). During 2020, we did not separately compensate Messrs. Nisan and Errez for their service on the Board.

Beginningour website address in 2021, Messrs. Nisan and Errez receive cash compensation in the amount of $2,500 per month for their service as directors in addition to their salaries as executive officers and receive shares of common stock inthis Proxy Statement is an amount equal to $5,000 per month.inactive textual reference only.

Non-Employee Director Compensation

Each of the directors has entered into board of director agreements (the “BOD Agreements”). Pursuant to the BOD Agreements, each of the non-employee directors receive cash compensation in the amount of $2,500 per month, with Mr. Caragol receiving $5,000 per month. Pursuant to the BOD Agreements, each non-employee director receives equity compensation in the form of shares of common stock in an amount equal to $2,500 per month, with Mr. Caragol receiving shares of common stock in an amount equal to $5,000 per month. Additionally, from time to time, each of the independent directors may receive awards pursuant to the Company’s various equity incentive plans.

Indemnification Agreements

The Company and each of the directors agreed to execute an indemnification agreement in favor of the Board (the “Indemnification Agreement”). In addition, so long as the Company’s indemnification obligations exist under the Indemnification Agreement, the Company shall provide the Board members with directors’ and officers’ liability insurance coverage in the amounts specified in the Indemnification Agreement.

CORPORATE GOVERNANCEDirector Attendance at Annual Meetings of Stockholders

BOARD LEADERSHIP STRUCTUREWe do not have a formal policy regarding the attendance of directors at our annual meetings of stockholders, but we encourage all directors to make every effort to attend all annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board of Directors and committee meetings.

With respect to the roles of Chairman of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and our board of directors is able to exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Our Corporate Governance Guidelines provide the flexibility for our board of directors to modify our leadership structure in the future as appropriate.

Currently, Mr. Nisan is our Chief Executive Officer (principal executive officer) and Mr. Errez is Chairman of the Board.

DIRECTOR INDEPENDENCE

Our board of directors has undertaken a review of the independence of our directors and considered whether any such director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has determined that each of Genevieve Baer, William J. Caragol, Ezra Laniado, Carl Williams, and Dennis James is an “independent director,” as defined under the rules of Nasdaq.

RISK OVERSIGHT

Our Board oversees a company-wide approach to risk management. Our Board determines the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our Board will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plansInterlocks and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors are responsible for overseeing the management of risks associated with the independence of our Board.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONInsider Participation

The current members of our Compensation Committee are Ms. Baer, Mr. Caragol,Montoya, and Mr. Laniado, Mr. James, and Mr. Williams, all of whom are “independent directors” within the meaning of the Nasdaq Listing Rules and are not employees or former employees of the Company. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity of which any such entity’s executive officers served as a member of our boardBoard of directors.Directors.

CODE OF ETHICSCode of Business Conduct and Ethics

Our Board of Directors adopted a Code of Business Conduct and Ethics that applies to our directors, officers, and employees. A copy of this code is available on our website.website at investors.ryvyl.com/governance/charter-documents. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. The information contained on, or that can be accessed through, our website is not part of our Proxy Statement, and the inclusion of our website address in this Proxy Statement is an inactive textual reference only.

DIRECTOR NOMINATIONS

The Nominating Committee is responsible for identifying individuals qualified to become membersBoard of the BoardDirectors and recommending them to the Board. The Nominating Committee will ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The Board is responsible for selecting the nominees for election to the Board.

DIRECTOR SELECTION

The Nominating Committee, in recommending director candidates for election to the Board, and the Board, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics, and values and the ability to make mature business judgments.

The Nominating Committee and the Board will also consider whether there are potential conflicts of interest. The Nominating and Corporate Governance Committee and the Board are committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which new Board candidates are chosen.

BOARD SELF-ASSESSMENTCommittees Self-Assessment

The Board of Directors conducts, and the Nominating Committee oversees, an annual self-evaluationself-assessment to determine whether the Board of Directors is functioning effectively. The Board of Directors periodically considers the mix of skills and experience that directors bring to the Board of Directors to assess whether the Board of Directors has the necessary tools to perform its oversight function effectively.

In addition, our Nominating Committee, Audit Committee, and Compensation Committee each conduct their own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.

COMMUNICATING WITH OUR DIRECTORS

Communications with the Board of Directors

The Board of Directors welcomes communications from our stockholders, and it is our policy to facilitate communication from stockholders. The Board of Directors generally believes it is in our best interests that designated members of management speak on behalf of the Company. Stockholders and other interested parties wishing to communicate with the Board of Directors or with an individual member of the Board memberof Directors concerning the Company may do so by writing to the Board of Directors or to a particular member of the Board member,of Directors, by mailing such correspondence to Greenbox POS,RYVYL Inc., Corporate Secretary, 3131 Camino Del Rio North Suite 1400, San Diego, CA 92108.

Please indicate on the envelope or in the email whether the communication is from a stockholder or other interested party. The Board of Directors has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward to the Board or individual Board members as appropriate, communications he or she deems relevant to the Board’s roles and responsibilities. The Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials.

DELINQUENT SECTION 16(A) REPORTSBoard of Directors and Committee Meetings and Attendance

During fiscal 2022, our Board of Directors met nine times, the Audit Committee met four times, the Compensation Committee met one time and the Nominating Committee did not meet. In fiscal 2022, each director attended at least 75% of the meetings of the Board of the Directors, while serving as a director. In fiscal 2022, each director attended at least 75% of all meetings of committees on which he or she served.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires ourthe Company’s directors, certainexecutive officers and any beneficial ownersholders of more than 10% of ourthe Company’s common stock to file reports relating to their ownership and changes in ownership of our common stock with the SEC and Nasdaq by certain deadlines.SEC. Based on a review copies of Section 16 filingsForms 3, 4 and 5 and any amendments thereto filed with respect tothe SEC and stockholder reports from our Company made during or with respect to the preceding year, we believetransfer agent and written representations that no other reports were required, during the fiscal year ended December 31, 2020 the following delinquent reports were made:

All other current2022, our officers, directors and Executive Officers10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that (i) Mr. Errez filed three late Form 4s covering a total of nine transactions; (ii) Mr. Nisan filed three late Form 4s covering a total of four transactions; (iii) Ms. Baer filed three late Form 4s covering four transactions; (iv) Mr. Laniado filed six late Form 4s covering a total of 11 transactions; (v) Benjamin Change, who resigned as Chief Financial Officer in August 2022, filed three late Form 4s covering a total of three transactions; (vi) Dennis James, who resigned as a director in April 2022, filed four late Form 4s covering a total of five transactions; and (vii) Lindsey Lee, who resigned as VP of Legal in April 2023, filed two late Form 4s covering a total of four transactions. The Company has requested all Section 16(a) officers provide power of attorney to the Company did not start their position until after December 31, 2020.

*Asin-house legal team to ensure timely approvals and filing of the date of this Proxy Statement, Mr. Haller has not filed any of his insider filings, butSection 16(a) reports and is currently preparing to do so. Therefore, these numbers are only an approximation.implementing equity software for timely recording and reporting.

PROPOSAL 1EXECUTIVE COMPENSATION

ELECTION OF DIRECTORS

The Board has nominated the following seven director candidates, all of whom currently serve as our directors, to hold office until our 2022 Annual Meeting of Stockholders: Ben Errez, Fredi Nisan, Genevieve Baer, William J. Caragol, Ezra Laniado, Carl Williams, and Dennis James.

The Company representatives named inqualifies as a “smaller reporting company” within the proxy intendmeaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. In accordance with those rules, the Company is required to voteprovide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year - End Table, as well as limited narrative disclosures regarding executive compensation for the election of each of the director nominees below unless you indicate on your proxy that your vote should be withheld from any or all of the nominees.Company’s last completed fiscal year.

For details regardingFurther, the qualificationsCompany’s reporting obligations extend only to “named executive officers,” who are the individuals who served as the Company’s principal executive officer and the specific experiences, qualifications,Company’s next two other most highly compensated officers at the fiscal year ended December 31, 2022. Our Named Executive Officers in 2022 were Mr. Nisan, Mr. Errez, and skills of each of our director nominees, see “Board of Directors” on page 4.Jacqueline Dollar.

VOTES REQUIRED

Approval of Proposal No. 1 requires the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative “for” votes will be elected. Abstentions and broker non-votes will have no effect on the election of directors.

The Board recommends you vote FOR each of the nominated directors.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has approved the retention of BF Borgers CPA PC as our independent registered public accountants to audit our financial statements for fiscal year 2021. We are asking that you ratify that appointment, although your ratification is not required.

BF Borgers CPA PC InformationSummary Compensation Table

The following table presents fees for services renderedsummarizes information concerning the compensation awarded to, earned by, BF Borgers CPA PCor paid to, our Named Executive Officers during fiscal years ended December 31, 20202022 and December 31, 2019 (in thousands):2021.

In the above table, “Audit Fees” represent fees billed for the two most recently completed fiscal periods ended December 31, 2020 and December 31, 2019 for professional services rendered by our independent registered public accounting firm auditors for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements, and services normally provided by independent accountants in connection with statutory and regulatory filings or engagements for these fiscal periods. The audit fees include review of our interim financial statements and year-end audit. “Tax fees” are fees billed for professional services rendered for tax compliance, tax advice and tax planning.Narrative to Summary Compensation Table

Audit Committee Pre-Approval Policies and ProceduresEmployment Agreements

The Audit Committee reviews the independence of our independent registered public accounting firm on an annual basis andCompany has determined that BF Borgers CPA PC is independent. In addition, the Audit Committee pre-approves all work and fees of our independent registered public accounting firm.not entered into employment agreements or other compensation agreements with its executive officers. All employee engagements are “at will.”

VOTES REQUIRED

ApprovalOn June 1, 2023, the Company appointed Gene Jones as the Company’s Interim Chief Financial Officer. In connection with Mr. Jones’ appointment as Interim Chief Financial Officer, the Company entered into an Executive Services Agreement with an effective date of Proposal No. 2 requiresJune 1, 2023, with SeatonHill (the “ESA”). Since this is an interim fractional role, pursuant to the affirmative voteESA, the Company will pay SeatonHill $375 per hour, plus a three percent (3%) administrative fee. The Company will reimburse SeatonHill for travel and other approved expenses. The ESA can be terminated by either party with thirty (30) days advance written notice. Mr. Jones previously provided certain financial and administrative consulting services under a Professional Services Agreement with SeatonHill, dated March 15, 2023, pursuant to which SeatonHill was paid $375 per hour, plus a three percent (3%) administrative fee. Since March 15, 2023, SeatonHill has been paid a total of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions will be counted as votes “AGAINST” this proposal.

The Board recommends you vote FOR the ratification of the appointment of BF Borgers CPA PC as our independent registered public accounting firm$92,410.32 for the fiscal year ending December31, 2021.Mr. Jones’ services.

AUDIT COMMITTEE REPORTStock Option Plans

The following Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

The Audit Committee has reviewed and discussed with Greenbox’s management and BF Borgers CPA PC the audited consolidated financial statements of Greenbox contained in Greenbox’s Annual Report on Form 10-K forCompany maintains two stock option plans, which are similarly structured: the 2020 fiscal year. The Audit Committee has also discussed with BF Borgers CPA PC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight BoardIncentive and Nonstatutory Stock Option Plan (the “2020 Option Plan”) and the SEC.

2021 Incentive and Nonstatutory Stock Option Plan (the “2021 Option Plan”). The Audit Committee has received and reviewed the written disclosures and the letter from BF Borgers CPA PC required2020 Option Plan was adopted by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with BF Borgers CPA PC its independence from Greenbox.

Based on the review and discussions referred to above, the Audit Committee recommended to theour Board of Directors that the audited consolidated financial statements be included in Greenbox’s Annual Report on Form 10-K for itsJune 19, 2020, fiscal year for filing with the Securities and Exchange Commission.

PROPOSAL 3

APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, we are requesting your advisory, non-binding say-on-pay vote.

We want our stockholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our proxy statement, leading to a more meaningful and coherent communication between us and our stockholders on the compensation of our named executive officers. An annual advisory vote on executive compensation is consistent with our goal of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies, and practices.

See “Executive Compensation” on page 18.

VOTES REQUIRED

This proposal is advisory only and will not be binding on the Company or the Board, nor will it be construed as overruling a decision by the Company or the Board or as creating or implying any additional fiduciary duty for the Company or the Board. However, the Board and our management value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when determining the compensation of our executive officers.

The Board recommends you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.

PROPOSAL 4

APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

We are asking our stockholders to approve an amendment and restatement of our Articles of Incorporation in the form of the Amended and Restated Articles of Incorporation (the “Amended and Restated Articles of Incorporation”). The Amended and Restated Articles of Incorporation amend certain provisions to (i) align our articles of incorporation with recent amendments to our Bylaws that werethereafter timely approved by theour stockholders. The 2021 Option Plan was adopted by our Board of Directors on April 13, 2021, and (ii) update certain references in our Articles of Incorporation.

A copy of the Amended and Restated Articles of Incorporation is attached as Appendix A to this proxy statement.

The Board has determined that adopting the Amended and Restated Articles of Incorporation is advisable and in the best interests of the Company and our stockholders and has directed that it be submitted to our stockholders for approval. Ifthereafter timely approved the Amended and Restated Articles of Incorporation would become effective upon its filing with the Secretary of State of the State of Nevada. The Board currently plans to file the Amended and Restated Articles of Incorporation as soon as reasonably practicable after receiving approval fromby our stockholders.

VOTES REQUIREDShare Reserve

An affirmative vote of the holders of at least a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting is required to adopt the Amended and Restated Articles of Incorporation.

The Board recommends you vote FOR approval2020 Option Plan initially reserved an aggregate of 10,000,000 shares of common stock for issuance upon exercise of stock options, which was subsequently increased to 20,000,000 shares of common stock. As a result of a reverse stock split of our shares of common stock in February 2021, in a ratio of 1-for-6, the number of shares reserved for issuance under the 2020 Option Plan was reduced to 3,333,333 shares. As of the AmendedRecord Date, and Restated Articlesgiving effect to the Reverse Stock Split, which was effective on September 6, 2023, the 2020 Option Plan authorized a maximum of Incorporation.

PROPOSAL 5

APPROVAL OF AMENDED AND RESTATED BYLAWS

We are asking our stockholders to approve an amendment333,333 shares of common stock for issuance and restatement265,122 shares of our Bylaws in the form of the Amended and Restated Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws amend certain provisions to (i) align our bylaws with recent amendments to our Articles of Incorporation that were approved by the Board and (ii) update certain references in our Bylaws.

A copy of the Amended and Restated Bylaws is attached as Appendix B to this proxy statement.common stock remain available for new option awards.

The 2021 Option Plan initially reserved an aggregate of 5,000,000 shares of common stock for issuance upon exercise of stock options. As of the Record Date, and giving effect to the Reverse Stock Split, which was effective on September 6, 2023, the 2021 Option Plan authorized a maximum of 500,000 shares of common stock for issuance and 495,797 shares of common stock remain available for new option awards.

If any options granted expire or terminate without being exercised, both option plans provide that the shares covered thereby are added back to the plan’s share reserve and become available for stock option awards to other participants.

Administration

Both stock option plans are administered by our Board of Directors, provided that the Board may delegate administration to a committee of the Board of Directors. The Board (or committee) has determined that adopting the Amendedfull power to grant options, to determine the persons eligible to receive such options, and Restated Bylaws is advisableto determine the amount, type and terms and conditions of each such option.

Eligibility

Employees, directors, or consultants of the Company or any of our affiliates, as selected from time to time by the plan administrator in its discretion, are eligible to participate in the best interestsstock option plans.

Types of Awards

Both stock option plans permit the granting of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the stock option plans will be nonstatutory options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and our stockholders and has directed that itits subsidiaries. Nonstatutory options may be submittedgranted to our stockholders for approval. If approved,any persons eligible to receive awards under the Amended and Restated Bylaws would become effective November 18, 2021.

VOTES REQUIRED

An affirmative vote of the holders of at least a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting is required to adopt the Amended and Restated Bylaws.stock option plans.

The Board recommends you vote FORplan administrator shall determine the purchase price (the “option price”) for an optionee to exercise the option. For incentive stock options, the option price may not be less than 100% of the fair market value of one share of common stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten (10) years from the date of grant (or five years for an incentive stock option granted to a 10% or greater stockholder). The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of an option, the option price must be paid in full (i) in cash or by check; (ii) with approval of the Amendedplan administrator, by delivery of shares of Company common stock that are beneficially owned by the optionee free of restrictions or were purchased in the open market, provided that if the shares were acquired from the Company, they have been held by the optionee for more than six months; or (iii) with such other form of legal consideration permitted by federal and Restated Bylaws.state law as may be acceptable to the Board.

PROPOSAL 6

ADOPTION OF THE GREENBOX POS 2021 RESTRICTED STOCK PLANEquitable Adjustments

We are asking our stockholders to approveBoth stock option plans provide that the Greenbox POS 2021 Restricted Stock Plan.

The Board has determined that adopting the Greenbox POS 2021 Restricted Stock Plan is advisable and in the best interests of the Company and our stockholders and has directed that it be submitted to our stockholders for approval. If approved, the Greenbox POS 2021 Restricted Stock Plan would become effective November 18, 2021.

RESTRICTED STOCK PLAN

A copy of the 2021 Restricted Stock Plan is attached as Appendix C to this proxy statement. The description of the 2021 Restricted Stock Plan contained herein is a summary and is qualified by and subject to the full text of the 2021 Restricted Stock Plan.

The terms of the Restricted Stock Plan are as follows:

Purpose of the 2021 Restricted Stock Plan. The 2021 Restricted Stock Plan is intended to provide incentives which will attract, retain, motivate, and reward officers, directors, and key employees of us or any of our Affiliates (“Participants”), by providing them opportunities to acquire shares of our common stock.

Stock Subject to the Plan. The aggregate number of shares of common stock covered by each outstanding option, and the price per share thereof set forth in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company.

Transferability of Options

Both stock option plans provide that no option may be transferable by the optionee, except by will or by the laws of descent and distribution.

Term of the Option Plans

The 2020 Option Plan will expire on June 19, 2030, and the 2021 Option Plan will expire on April 13, 2021. Although no options may be granted under the plans after such dates, the expiration will not affect the validity of outstanding options.

Amendment and Termination

The Board of Directors may, insofar as permitted by law, from time to time, with respect to any shares of common stock at the time not subject to Awardsoptions, suspend or terminate the 2020 Option Plan or the 2021 Option Plan or otherwise revise or amend each of the stock option plans. The Board of Directors must obtain stockholder approval for any revisions that would (i) increase the number of shares subject to the plan, (ii) decrease the price at which options may be granted, (iii) materially increase the benefits to optionees, or (iv) change the class of persons eligible to receive options under the plan. No amendment or termination of the stock option plans may alter or impair the rights and obligations under any option outstanding without the written consent of the optionee thereunder.

2021 Restricted Stock Plan

The 2021 Restricted Stock Plan was adopted by our Board of Directors on October 21, 2021.

Share Reserve

The 2021 Restricted Stock Plan initially reserved an aggregate of 5,000,000 shares of common stock for awards. As of the Record Date, and giving effect to the Reverse Stock Split, which was effective on September 6, 2023, the 2021 Restricted Stock Plan is 5,000,000authorized a maximum of 500,000 shares of common stock. stock for issuance and 330,347 shares of common stock remain available for new awards.

If any shares of common stock are forfeited, retained by us as payment of tax withholding obligations with respect to an Award,award, or surrendered to us to satisfy tax withholding obligations, such shares will be added back to the shares of common stock available for Awards. Theunder the 2021 Restricted Stock Plan contains certain adjustment provisions relating to stock dividends, stock splits, and the like.for awards.

Administration of the 2021 Restricted Stock Plan.

The 2021 Restricted Stock Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The CommitteeDirectors, which has the full power and authority to grant Awardsawards, to determine the persons eligible to receive such Awardsawards, and to determine the amount, type, terms, and conditions of each such Award.award.

Eligibility. Participants consist of such

Executive officers, non-employee directors, and key employees of usthe Company or any of our Affiliates as the Committee, in its sole discretion, determinesaffiliates who are determined to be significantly responsible for ourthe success and future growth and profitability of the Company and whom the Committee may designatethen selected from time to time by the Committee in its discretion, are eligible to receive Awards underparticipate in the 2021 Restricted Stock Plan.

Types

StockTypes of Awards

Stock Awards. The Committee is authorized to grant Stock Awardsrestricted stock awards and will, in its sole discretion, determine the recipients and the number of shares of common stock underlying each Stock Award.restricted stock award. Each Stock Award will berestricted stock award is subject to such terms and conditions consistent with the 2021 Restricted Stock Plan as determined by the Committee and as set forth in an Awardthe applicable award agreement, including, without limitation, restrictions on the sale or other disposition of such shares and our right to reacquire such shares for no consideration upon termination of the Participant’sa participant’s employment or membership on the Board of Directors, as applicable, within specified periods.

Performance Awards

. The Committee is authorized to grant Performance Awardsperformance awards and will, in its sole discretion, determine the recipients and the number of shares of common stock that may be subject to each Performance Award.performance award. Each Performance Awardperformance award will be subject to such terms and conditions consistent with the 2021 Restricted Stock Plan as determined by the Committee and as set forth in an Awardthe applicable award agreement. The Committee will set performance targets at its discretion which, depending on the extent to which they are met, will determine the number of Performance Awardsperformance awards that will be paid out to the Participantsparticipants and may attach to such Performance Awardsperformance awards one or more restrictions. Performance targets may be based upon, without limitation, Company-wide, divisional and/or individual performance.

The Committee has the authority to adjust performance targets. The Committee also has the authority to permit a Participant to elect to defer the receipt of any Performance Award, subject to the 2021 Restricted Stock Plan.

Performance-Based AwardsTax Withholding

Certain Stock Awards and Performance Awards granted under the 2021 Restricted Stock Plan and the compensation attributable to such Awards are intended to (i) qualify as Performance-Based Awards or (ii) be otherwise exempt from the deduction limitation imposed by Section 162(m) of the Code. The Committee determines whether Stock Awards and Performance Awards granted under the 2021 Restricted Stock Plan qualify as Performance-Based Awards. The Committee will establish in writing the performance goals, the vesting period, the performance targets, and any other terms and conditions of the Award in its sole discretion.

Vesting. Awards granted to Participants under the 2021 Restricted Stock Plan may be subject to a graded vesting schedule, unless otherwise determined by the Committee.

If we have a Change in Control, all unvested Awards granted under the 2021 Restricted Stock Plan will become fully vested immediately upon the occurrence of the Change in Control and such vested Awards will be paid out or settled, as applicable, within 60 days upon the occurrence of the Change in Control, subject to requirements of applicable laws and regulations.

Subject to the discretion of the Committee, if a Participant’s employment or membership on the Board is terminated due to death or Disability, then all unvested and/or unearned Awards will be forfeited as of such date.

Section 409A of the Code

Awards under the 2021 Restricted Stock Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules and shall be construed accordingly. However, we will not be liable to any Participant or other holder of an Award with respect to any Award-related adverse tax consequences arising under Section 409A or other provision of the Code.

Transferability. Each Award granted under the 2021 Restricted Stock Plan will not be transferable otherwise than by a will or the laws of descent and distribution or as otherwise decided by the Committee.

Fair Market Value. For purposes of the 2021 Restricted Stock Plan, “Fair Market Value” means, as of any given date, the closing price of a share of common stock on Nasdaq or such other public trading market on which shares of common stock are listed or quoted on that date.

Withholding. All payments or distributions of Awardsawards made pursuant to the 2021 Restricted Stock Plan will be net of any amounts required to be withheld pursuant to applicable federal, state, and local tax withholding requirements.

Amendments. OurEquitable Adjustments

In the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting shares of Company common stock, the Committee shall have the authority to adjust, in an equitable manner, the number and kind of shares that may be issued under the 2021 Restricted Stock Plan, the number and kind of shares subject to outstanding Awards, and other value determinations applicable to outstanding awards.

Vesting

Awards granted to participants under the 2021 Restricted Stock Plan may be subject to a graded vesting schedule, unless otherwise determined by the Committee.

Termination of Service

If a participant’s employment or membership on the Board of Directors is terminated, all unvested and/or unearned awards will be forfeited as of such date. Notwithstanding the foregoing, if the participant’s service is terminated on account of death or disability (as defined in the 2021 Restricted Stock Plan), any unearned and/or unvested Performance Awards with performance periods of greater than one year shall vest on a pro-rata basis, provided the participant was employed or provided services for at least one year during such performance period prior to termination.

Change in Control

If there is a Change in Control (as such term is defined in the 2021 Restricted Stock Plan), all unvested awards granted under the 2021 Restricted Stock Plan will become fully vested immediately upon the occurrence of such Change in Control and such vested awards will be paid out or settled, as applicable, within 60 days upon the occurrence of the Change in Control, subject to requirements of applicable laws and regulations.

Transferability

Each award granted under the 2021 Restricted Stock Plan will not be transferable otherwise than by a will or the laws of descent and distribution, although at the discretion of the Committee, an award may permit transferability by a participant solely to members of the participant’s immediate family or trusts or family partnerships for the benefit of such persons.

Term of the 2021 Restricted Stock Plan

The 2021 Restricted Stock Plan will terminate on November 18, 2028.

Amendment and Termination

The Board of Directors or the Committee may amend the 2021 Restricted Stock Plan from time to time or suspend or terminate it at any time.time, provided no such action shall reduce the amount of any existing award under the 2021 Restricted Stock Plan or change the terms and conditions thereof without the participant’s consent. However, no plan amendment will, be made, without approval of our shareholders tostockholders, (i) increase the total number of shares which may be issued under the 2021 Restricted Stock Plan; (ii) modify the requirements as to eligibility for Awardsawards under the 2021 Restricted Stock Plan; or (iii) otherwise materially amend the 2021 Restricted Stock Plan as provided in Nasdaq rules.

TermOutstanding Equity Awards at Fiscal Year-End

The following table shows, for each of our Named Executive Officers, all equity awards that were outstanding as of December 31, 2022.

Beginning upon the approval of the 2021 Restricted Stock Plan, grants made to Executive Officers have been shares of our common stock subject to a 6 month vesting schedule.

Pay versus Performance

Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v). In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary Compensation Table of the proxy statement as described in the footnotes to the following table.

In accordance with the transitional relief under the SEC rules for smaller reporting companies, only two years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.

Analysis of the Information Presented in the Pay versus Performance Table

The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $302,339 and $330,001 for 2022 and 2021, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Nisan), as computed in accordance with Item 402(v) of Regulation S-K, was $328,986 and $537,324 for 2022 and 2021, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was ($57.20), or (89.1%), and $(35.78) or (35.78%) for 2021-2022 and 2021, respectively. Company TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

Compensation Actually Paid and Net Income

The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $302,339 and $330,001 for 2022 and 2021, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Nisan), as computed in accordance with Item 402(v) of Regulation S-K, was $328,986 and $537,324 for 2022 and 2021, respectively. The Company’s net (loss), as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable fiscal year, was $(49.2 million) and $(35.3 million) for 2022 and 2021, respectively.

DIRECTOR COMPENSATION

Non-Employee Director Compensation Table

The following table presents the total compensation earned and paid to non-employee members (“Directors”) of our Board of Directors for the fiscal year ended December 31, 2022. In addition to the compensation outlined below, we reimburse Directors for reasonable travel expenses and out-of-pocket costs incurred in attending meetings of our Board of Directors or events attended on behalf of the Company.

Narrative to Director Compensation Table

Our non-employee Directors receive $2,500 per month paid in cash, and $2,500 per month paid in equity pursuant to the 2021 Restricted Stock Plan will terminate onPlan. Employee Directors as well as the seventh anniversary of its Effective Date.

VOTES REQUIRED

An affirmative vote ofnon-employee Directors who serve as the holders of at least a majority ofchairman to the shares entitledindependent committees receive $5,000 per month in cash, and $5,000 per month paid in equity pursuant to vote and present in person or represented by proxy at the Annual Meeting is required to adopt the Greenbox POS 2021 Restricted Stock Plan.

The Board recommends you vote FOR approval of the Greenbox POS 2021 Restricted Stock Plan.

EXECUTION COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section discusses the principles underlying the material components of our 2020 executive compensation programCompany will also provide and the factors relevant to an analysis of these policiesmaintain a 10b5-1 trading plan (the “Plan”) for its Directors and decisions. Our executive officers who are namedemployees. If such Plan is not in the “Summary Compensation Table” below (our “Named Executive Officers”) were our only executive officers during 2020. Our “Named Executive Officers” for 2020 consist of the following persons:

Biographies for Ben Errez and Fredi Nisan are provided above in “Board of Directors” on page 4.

Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by, or paid to, our Chief Executive Officer (Principal Executive Officer) and our two most highly compensated executive officers other than the Principal Executive Officer during fiscal years 2020 and 2019 (collectively, the “Named Executive Officers”).

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2020:

Employment/Consulting Contracts, Termination of Employment, Change-in-Control Arrangements

The Company has not entered into employment agreements or other compensation agreements with its executive officers. All employee contracts are “at will.” There are no potential payments payable to the Named Executive Officers upon a termination of employment in connection with a change in control.

SIGNIFICANT DEVELOPMENTS IN OUR EXECUTIVE COMPENSATION PROGRAM IN 2021

On June 2, 2021, each of Messrs. Nisan and Errez received 3,005 stock options that vested immediately upon issuance with an exercise price of $13.31 and a term of five years.

We have also determined that the following individuals are Executive Officers of the Company: Kenneth Haller, President of Payments; Benjamin Chung, Chief Financial Officer; Vanessa Luna, Chief Operating Officer; Dante Croup, Senior Vice President of Payments; Pouya Moghavem, Chief Business Development Officer; and Lindsey Lee, Vice President of Legal.

On June 2, 2021, Mr. Haller was awarded 3,306 stock options with an exercise price of $12.10 with a term of ten years. On August 17, 2021, Mr. Haller was awarded 2,534,213 stock options with an exercise price of $7.31 with a term of ten years . On April 20, 2021, Mr. Chung was awarded 100,000 stock options with an exercise price of $7.63 with a term of five years . On June 2, 2021, Ms. Luna was awarded 3,306 stock options with an exercise price of $12.10 with a term of ten years and 91,667 shares of common stock. On June 15, 2021, Mr. Croup was awarded 25,000 shares of common stock. On June 02, 2021, Ms. Lee was awarded 1,798 stock options with an exercise price of $12.10 with a term of ten years and 1,448 shares of common stock.

Their base salaries are as follows: Mr. Haller receives $200,000 per annum. Mr. Chung receives $320,000 per annum. Ms. Luna receives $200,000 per annum. Mr. Croup receives $320,000 per annum; Mr. Moghavem receives $200,000 per annum; and Ms. Lee receives $145,000 per annum.

These awards will be reported in the Summary Compensation Table for 2021 and are not reflected in “Summary Compensation Table” above.

Determination of Compensation

We operate in a competitive marketplace for attracting and retaining experienced and skilled executives. To meet this challenge, we strive to create a compensation program that rewards profitable company growth and differentiates pay based on business unit, division, and individual contributions.

The current compensation levels of our Executive Officers primarily reflect the roles and responsibilities of each individual, as well as the length of time each individual has been an executive officer with the Company. Further, they reflect our understanding of the competitive market, our recruiting and retention goals, individual performance, value to the Company, and other factors including our view of internal equity and consistency.

Prior to our shares of common stock becoming listed on Nasdaq, our Chief Executive Officer had been responsible for establishing compensation arrangements with our executives. Now, compensation is determined by our Compensation Committee. The Compensation Committee is also responsible for overseeing our long-term equity incentive compensation program and approving the ongoing compensation arrangements for our board of directors and executive officers.

Our executive compensation program includes the following:

Our executive compensation program includes equity awards for equity interests in the Company granted under the 2020 Stock Option Plan and 2021 Stock Option Plan. Consistent with our compensation philosophy, we have emphasized the use of equity to incentivize our Executive Officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our equity holders. We consider equity-based compensation a significant motivator in encouraging executives to come, stay, grow, and lead.

EXECUTIVE COMPENSATION PROGRAM COMPONENTS

The following describes the primary components of our executive compensation program for each of our Executive Officers, the rationale for that component, and how compensation amounts are determined.

Base Salary

Our Executive Officers’ initial annual base salaries were established through arm’s-length negotiationeffect at the time each month that Mr. Montoya is granted equity (each monthly grant, an “Equity Grant”), then the individual was hired or promoted into their current role, taking into account his or her qualifications, experience, and prior salary level. Thereafter,Company will compensate Mr. Montoya, within three (3) business days of an such Equity Grant, with an additional cash payment in an amount equal to $3,500 (each, a “Grant Tax Payment”) until such date that the base salaries of our Executive Officers are determined byPlan is made available to Montoya. Additionally, on the Compensation Committee ondate that any such Equity Grant vests (each, a going forward basis.

Equity Incentive Compensation

Equity Awards

Historically, some of our Executive Officers have been granted shares of our common stock. These stock awards were“Vesting Date”), if the Grant Tax Payment is not subject to any vesting conditions. The stock awards were used as performance incentive and to align our Executive Officers’ compensation to the interestsat least fifty percent (50%) of the Company. If approved in this Annual Meeting, we intend to use the Restricted Stock Plan forfair market value of on any future stock grants to our Executive Officers.

Stock Options

Previously, the stock option awards were determined by our Chairman and Chief Executive Officer. In determining stock option awards, our Chairman and Chief Executive Officer considered the performance levels of the employees against performance metrics set by employees’ direct managers and for executive compensations additional performance metrics were set forVesting Date (each, a “FMV Grant Value”) then the Company, bywithin three (3) business days of any Vesting Date, shall pay Mr. Montoya the Board of Directors, Chairman,difference between (i) the FMV Grant Value and Chief Executive Officer. Our Compensation Committee now determines(ii) the stock option awards to each of our Executive Officers, in their discretion. The 2020 Stock Option Plan and 2021 Stock Option Plan became effective upon the approval thereof by our stockholders. We intend to utilize the 2020 and 2021 Stock Option Plans to grant equity awards to our Executive Officers going forward.Grant Tax Payment.

Retirement Savings

We have established 401(k) retirement savings plans for our associates, including the Executive Officers, who satisfy certain eligibility requirements. Our Executive Officers are eligible to participate on the same terms as all of our associates. Under the 401(k) plans, eligible associates may elect to reduce their current compensation by up to the prescribed annual limit and contribute these amounts to the 401(k) plan. Subject to eligibility limits, we provide a matching contribution of up to 50% of the first 3% of salaries contributed by participating associates.

Other Benefits and Perquisites

Additional benefits received by our Executive Officers include certain benefits provided to our associates generally, including medical, dental, and vision benefits, flexible spending and/or healthcare saving accounts, basic and voluntary life and accidental death and dismemberment insurance, short-term and long-term disability insurance, critical illness and accident insurance, as well as certain benefits provided only to certain members of management, including executive health care insurance premiums, supplemental disability insurance, monthly car allowances, financial counseling, and club memberships. See “Executive Compensation—Summary Compensation Table.” Currently, as well as in the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual Executive Officer in the performance of his or her duties, to make our Executive Officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits for our Executive Officers will be approved and subject to periodic review by the Compensation Committee. We do not expect these perquisites and personal benefits to be a significant component of our compensation program.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following includes a summary of transactions since January 1, 2021 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive“Executive Compensation.” We also describe below certain other transactions with our directors, executive officers, and stockholders.

Related Party Transactions

PrivCo

Family RelationshipsThe Company repurchased, in two separate repurchase transactions each consisting of 1 million shares of common stock, an aggregate of 2 million shares owned by PrivCo (an entity controlled by Messrs. Errez and Nisan). In October 2022, the Board unanimously ratified these two repurchase transactions between the Company and PrivCo. The Company repurchased 1,000,000 shares for a price per share of $5.59 (for total proceeds to PrivCo of $5,590,000) (the “First Repurchase”) and 1,000,000 shares for a price per share of $0.82 (for total proceeds to PrivCo of $820,000) (the “Second Repurchase”). The First Repurchase was based on the closing price of the common stock on November 24, 2021 and took place over a number of months starting in February 2022 and ending in October 2022. The Second Repurchase was based on the closing price of the common stock on July 29, 2022 and took place in October 2022. The purpose of each of these transactions was to allow the Company to issue shares to new stockholders without increasing the Company’s shares outstanding.

Mr. Nisan

We

The Company hired Dan Nusinovich (“Dan”) on or about February 19, 2018 as our Development and Testing Manager.Manager and he was promoted to Vice President of Development on or about January 12, 2022. Dan is the brother of Fredi Nisan, our Chief Executive OfficerCEO and Director. Subsequently, we entered into a Referral Commission Agreement with Dan in November 2018, which expired November 2019, under which Dan was to receive 10% for new business resulting from his direct introductions. No new business was generated by Dan, thus Dan was not paid under the Referral Agreement. On or about June 2020, we issued Dan 220,000 fully vested stock options to purchase common stock with an exercise price of $0.07 per share. We pay Dan approximately $150,000 per year.

WeThe Company hired Liron Nusinovich (“Liron”) on or about July 16, 2018 as oura Risk Analyst.Analyst and he was promoted to Junior Product Owner on or about February 16, 2022. Liron is the brother of Fredi Nisan, our Chief Executive OfficerCEO and Director. On or about June 18, 2019, we issued 110,000 shares of common stock to Liron, who was one of nine employees to receive a performance bonus in stock on this day. The shares were fully vested upon issuance and worth $11,000, on the day of issuance. We pay Liron approximately $95,000 per year.

Inadvertent Share Transfers

On or about December 27, 2018 and January 4, 2019, 180,833 shares, worth approximately $325,500 as of the close of trading on the days of issuance, were inadvertently transferred from PrivCo instead of being issued by the Company. Subsequently, on or about August 14, 2019, we issued 180,833 shares to PrivCo as repayment of the shares that had been previously inadvertently transferred.

Pop N Pay, LLC

In addition to his employment with the Company, Dan owns 100% of Pop N Pay, LLC (“PNP”), a Delaware registered limited liability company, that he formed on August 20, 2018. During the late summer of 2018, when both market opportunity and demand necessitated opening additional bank accounts to support our payment processing products and services, we turned to PNP to open new accounts, as a trustee, on our behalf. For his assistance, Dan, through his ownership of PNP, received approximately $3,000 (in addition to Dan’s salary) in early 2019, for services rendered in the fourth quarter of 2018. PNP was legally closed as of March 31, 2021.

Kenneth Haller and the Haller Companies

Kenneth Haller (“Haller”) became our Senior Vice President of Payment Systems in November 2018. The Company began working indirectly with Haller earlier in 2018, both individually and through our relationship with MTrac Tech Corporation (“MTrac”), which in turn has business relationships with Haller. Haller brings considerable advantages to our platform development and business development efforts and capabilities, including transactional business relations and a large network of agents, which we believe, are capable of processing approximately $1 billion of transactions annually (the “Haller Network”). The Haller Network is an amalgamation of the collective networks of Haller and three companies owned or majority-owned by Haller, which are Sky Financial & Intelligence, LLC (“Sky”), Charge Savvy, LLC, and Cultivate, LLC (collectively, the “Haller Companies”), each of which has formalized business relationships with us, as well as with some of our partners, which we believe allows us to maximize and diversity our market penetration capabilities. Haller, through Sky, owns controlling interests in Charge Savvy, LLC and Cultivate, LLC, with whom we do business indirectly, through their respective business relationship with MTrac.

The following are certain transactions between the Company and the Haller Companies:Companies. Mr. Haller was an employee of the Company through March 31, 2022.

Sky Financial & Intelligence, LLC – Haller owns 100% of Sky Financial & Intelligence LLC (“Sky”), a Wyoming limited liability company, and serves as its sole Managing Member. Sky is a strategic merchant services company that focuses on high risk merchants and international credit card processing solutions. In 2018, Sky was using GreenBox’s QuickCard payment system as its main payment processing infrastructure, through Sky’s relationship with MTrac.Mtrac. It was through this successful relationship, that we came to know Haller and the Haller Network. Realizing that the Haller Network and Haller’s unique skill set was highly complementary to our business objectives, we commenced discussions to retain Haller through his consulting firm, Sky, for a senior role, directly responsible for growing GreenBox’s operations. Subsequently, in November 2018, Haller was appointed as our Senior Vice President of Payment Systems, for a monthly consulting fee of $10,000, paid to Sky (“Haller Consulting Fee”). This relationshipThe Company did not pay any commissions to the related parties mentioned above for the years ended December 31, 2021 and 2020.

The Company recognized net revenue of $13,130,482 from outside third-party merchants through independent sales organization (ISO), Sky, for the year ended December 31, 2021. The Company had accounts receivables of $6,540,027 from outside third-party merchants through Sky as of December 31, 2021 which have since been received. Net revenue through Sky for the year ended December 31, 2020 was referencednot material.

On March 31, 2022, the Company entered into and closed an asset purchase agreement with Sky Financial to purchase a portfolio of certain merchant accounts. The Company paid $16,000,000 in press releases as GreenBox’s “acquisitioncash at closing and issued 500,000 shares of Sky MIDs Technologies” (see Sky MIDs below).restricted common stock on May 12, 2022. As our relationship with Haller/Skyof March 31, 2022, Mr. Haller is non-exclusive, Hallerno longer an employee of the Company. As of December 31, 2022, the Company has not received the delivery of the acquired merchant list and the Haller Companies provide servicesassociated ISO management portal access and as a result the Company has written off the purchase price, however, the Company intends to other companies, including those listed below. Any revenue generated by Haller and/orvigorously pursue its entitlements under the Haller Companies through these other relationships is in addition to the Haller Consulting Fee.purchase agreement.

Charge Savvy, LLC – On July 13, 2021 wethe Company entered into and closed on the acquisition of 100% of the membership interests of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company, pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”).with Charge Savvy LLC, an Illinois limited liability company. At the time of closing, Sky owned 68% of Charge Savvy. Haller served as one of three Managing Members68.4% of Charge Savvy, along withLLC (remaining membership interests owned by Higher Ground Capital, LLC (14%), and Jeff Nickel. The three managing members of Charge Savvy own the same percentages of Cultivate, as they do Charge Savvy.Nickel (17.4%)). The purchase price under the Purchase Agreement wasfor the all-stock transaction consisted on the Closing Date of 900,000 of 1,000,000 shares of ourthe Company’s common stock, 900,000par value $0.001 per share being issued and delivered to Sellers in proportion to the Sellers’ share of which were issued immediately upon closing, and thetheir membership interests in Charge Savvy. The remaining 100,000 shares of common stock may or may not be paid to the sellers depending on certain conditions precedent to such further issuances (the “Holdback Shares”). The Holdback Shares may bewere issued and delivered to the sellers after closing upon ourSellers following the Company’s receipt of a satisfactory Phase I1 Environmental Assessment Report that does not raise environmental issues of concern regarding certain real estate owned and used by Charge Savvy.Savvy for its business operations.

The Company did not pay any commissions to the related parties mentioned above for the years ended December 31, 2021, and 2020.

Ms. Hogan

Ms. Hogan joined the Board on April 4, 2022 and resigned on April 12, 2023. Ms. Hogan was a Partner and Co-Chair of the Corporate and Securities Practice Group at Lucosky Bookman LLP from March 2021 until November 2022. Lucosky Brookman provides legal services to the Company. For the period from January 1, 2022, through April 15, 2023, the Company has paid $817,432 in legal fees to Lucosky Brookman.

Sky Mids –Previous references in press releases issued by us in or about August 2018 regarding a “Sky Mids Acquisition” are references to the non-exclusive working relationship between PrivCo (and subsequently, us) and Sky/Haller. The designation “Sky MIDs” was a colloquial reference to Sky, based upon a Sky-owned and operated website, which is no longer in use. While an acquisition of Sky has not formally been executed, nor have we executed a formal engagement with Haller nor Sky, previous statements regarding the nature of our relationship with Sky Mids, which include our beliefs in the advantages of this relationship, accurately represent the working relationship between the Company and Sky/Haller.