Marqeta, Inc. Sample Contracts

Contract
Warrant Agreement • May 14th, 2021 • Marqeta, Inc. • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

MARQETA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 14th, 2021 • Marqeta, Inc. • Services-prepackaged software • Delaware

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 27, 2020, by and among MARQETA, INC., a Delaware corporation (the “Company”), and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

Contract
Warrant Agreement • May 14th, 2021 • Marqeta, Inc. • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2023 • Marqeta, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Marqeta, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

AMENDED AND RESTATED PREPAID CARD PROGRAM MANAGER AGREEMENT
Prepaid Card Program Manager Agreement • August 8th, 2023 • Marqeta, Inc. • Services-prepackaged software

This Amended and Restated Prepaid Card Program Manager Agreement, including all schedules, exhibits, attachments, appendices and addenda attached hereto (collectively, the “Amended Program Manager Agreement”) is entered into as of April 1, 2016 (the “Effective Date”), by and between Marqeta, Inc., a Delaware corporation, whose address is 6201B Doyle St, Emeryville CA 94608 (“Manager”), and Sutton Bank, an Ohio chartered bank corporation, its subsidiaries and affiliates, whose main address is 1 South Main St. Attica, OH (“Sutton Bank”). It amends and restates the Program Manager Agreement entered into between parties as of October 1, 2011.

• 180 GRAND AVENUE • • Oakland, California • • OFFICE BUILDING LEASE • BASIC LEASE INFORMATION
Office Building Lease • February 28th, 2024 • Marqeta, Inc. • Services-prepackaged software • California

THIS OFFICE BUILDING LEASE (this “Lease”) is made as of the date specified in the BASIC LEASE INFORMATION sheet, by and between the landlord specified in the BASIC LEASE INFORMATION sheet (“Landlord”) and the tenant specified in the BASIC LEASE INFORMATION sheet (“Tenant”).

Contract
Warrant Agreement • May 14th, 2021 • Marqeta, Inc. • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

TRANSITION AGREEMENT
Transition Agreement • May 7th, 2024 • Marqeta, Inc. • Services-prepackaged software • California

This Transition Agreement (“Agreement”) is between Marqeta, Inc. (the “Company”) and Jason Gardner (“Employee”) (together “the Parties”) and is effective as of May 6, 2024.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 14th, 2021 • Marqeta, Inc. • Services-prepackaged software • California

This Separation Agreement and Release (“Agreement”) is between Marqeta, Inc. (the “Company”) and Omri Dahan (“Employee”) (together “the Parties”).

SEVENTH AMENDMENT TO THE PREPAID CARD PROGRAM MANAGER AGREEMENT
Prepaid Card Program Manager Agreement • May 7th, 2024 • Marqeta, Inc. • Services-prepackaged software

This Seventh Amendment to the Amended and Restated Prepaid Card Program Manager Agreement (this “Seventh Amendment”) is effective as of April 3, 2024 (the “Seventh Amendment Effective Date”), by and between Sutton Bank (“Sutton Bank”) and Marqeta, Inc. (“Manager” or “Processor”, each of Bank and Manager a “Party” and collectively, the “Parties”).

AMENDMENT NO. 23 TO MASTER SERVICES AGREEMENT
Master Services Agreement • February 26th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 23 (“Amendment”) is dated and effective on December 18, 2024 (“Amendment Effective Date”) by and between Block, Inc., a Delaware corporation, whose principal address is 1955 Broadway, Suite 600, Oakland, CA 94612 (“Client”) and [***], LLC, Delaware a limited liability company, whose principal address is 1955 Broadway, Suite 815, Oakland CA 94612 (“[***]”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

NINTH AMENDMENT TO THE AMENDED AND RESTATED PREPAID CARD PROGRAM MANAGER AGREEMENT
Prepaid Card Program Manager Agreement • February 24th, 2026 • Marqeta, Inc. • Services-prepackaged software

This Ninth Amendment to the Amended and Restated Prepaid Card Program Manager Agreement (this “Ninth Amendment”) is effective as of January 15, 2026 (the “Ninth Amendment Effective Date”), by and between Sutton Bank (“Sutton Bank”) and Marqeta, Inc. (“Manager”). Each of Manager and Sutton Bank may be referred to herein individually as a “Party” and, collectively, as the “Parties”.

AMENDMENT NO. 18 TO MASTER SERVICES AGREEMENT
Master Services Agreement • November 8th, 2023 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 18 (“Amendment”) is dated and effective on September 19, 2023 (“Amendment Effective Date”) by and between Block, Inc. (formerly Square, Inc.), a Delaware corporation, whose principal address is 1955 Broadway, Suite 600, Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

AMENDMENT NO. 22 TO MASTER SERVICES AGREEMENT
Master Services Agreement • February 26th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 22 (“Amendment”) is dated and effective on October 28, 2024 (“Amendment Effective Date”) by and between Block, Inc., a Delaware corporation, whose principal address is 1955 Broadway, Suite 600. Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

Fourth Amendment to Prepaid Card Program Manager Agreement
Prepaid Card Program Manager Agreement • November 10th, 2021 • Marqeta, Inc. • Services-prepackaged software • Ohio

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED PREPAID CARD PROGRAM MANAGER AGREEMENT (this “Fourth Amendment”) is effective as of July 1, 2021 (“Fourth Amendment Effective Date”), by and between SUTTON BANK, an Ohio state-chartered bank (“Sutton Bank”) and MARQETA, INC., a Delaware corporation (“Manager”) (each of Bank and Manager a “Party” and collectively the “Parties”).

AMENDMENT NO. 27 TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • February 24th, 2026 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 27 (“Amendment”) is dated and effective on January 22, 2026 (“Amendment Effective Date”) by and between Marqeta, Inc. (“Marqeta”) and Block, Inc. (formerly Square, Inc.) (“Block” or “Client”) and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Master Services Agreement”). Capitalized terms used in this Amendment without definition shall have the meanings ascribed to them in the Master Services Agreement. This Amendment, including the document attached hereto as Exhibit A and incorporated herein by reference, is made pursuant to and governed by the terms and conditions of the Master Services Agreement. Except as expressly provided herein, the provisions of the Master Services Agreement shall apply to this Amendment and shall govern the rights and obligations of the Parties with respect to the subject matter hereof. Marqeta and Block are each referred to herein as a “Party” and collectively as the “Parties”.

MASTER SERVICES AGREEMENT
Master Services Agreement • June 1st, 2021 • Marqeta, Inc. • Services-prepackaged software • California
AMENDMENT NO. 24 TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 7th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 24 (“Amendment”) is dated and effective on February 28, 2025 (“Amendment Effective Date”) by and between Block, Inc., a Delaware corporation, whose principal address is 1955 Broadway, Suite 600, Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

AMENDMENT NO. 28 TO MASTER SERVICES AGREEMENT
Master Services Agreement • August 4th, 2026 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 28 (“Amendment”) is dated and effective on June 25, 2026 (“Amendment Effective Date”) by and between Block, Inc., a Delaware corporation, whose principal address is 1955 Broadway, Suite 600. Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

TENTH AMENDMENT TO THE AMENDED AND RESTATED PREPAID CARD PROGRAM MANAGER AGREEMENT
Prepaid Card Program Manager Agreement • February 24th, 2026 • Marqeta, Inc. • Services-prepackaged software

This Tenth Amendment to the Amended and Restated Prepaid Card Program Manager Agreement (this “Tenth Amendment”) is effective as of January 15, 2026 (the “Tenth Amendment Effective Date”), by and between Sutton Bank and Marqeta, Inc. (“Manager”). Each of Manager and Sutton Bank may be referred to herein individually as a “Party” and, collectively, as the “Parties.”

AMENDMENT TO AMENDMENT NO. 19 TO THE AGREEMENT
Amendment to Amendment No. 19 to the Agreement • August 7th, 2024 • Marqeta, Inc. • Services-prepackaged software

This amendment (“Amendment”) by and between Block, Inc., formerly known as Square, Inc. (hereinafter referred to as “Client”), *** (hereinafter referred to as “***”), *** (hereinafter referred to as “***”), and Marqeta, Inc., (hereinafter referred to as “Marqeta”) amends Amendment No. 19 by and between Client, ***, and Marqeta, dated November 3, 2023 (“Amendment No. 19”) to the Master Services Agreement between Client and Marqeta, dated April 19, 2016, as amended (the “Agreement”). Except as otherwise indicated, capitalized terms used in this Amendment have the meaning ascribed to them in the Agreement or Amendment No. 19.

AMENDMENT NO. 25 TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 7th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 25 (“Amendment”) is dated and effective on March 26, 2025 (“Amendment Effective Date”) by and between Block, Inc. (formerly Square, Inc.), a Delaware corporation, whose principal address is 1455 Market Street Suite 600 San Francisco, CA 94103 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

EIGHTH AMENDMENT TO THE PREPAID CARD PROGRAM MANAGER
Prepaid Card Program Manager Agreement • February 26th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Eighth Amendment to the Amended and Restated Prepaid Card Program Manager Agreement (this “Eighth Amendment”) is effective as of November 15 2024 (the “Eighth Amendment Effective Date”), by and between Sutton Bank (“Sutton Bank”) and Marqeta, Inc. (“Manager”). Each of Manager and Sutton Bank may be referred to herein individually as a “Party” and, collectively, as the “Parties”.

AMENDMENT NO. 26 TO MASTER SERVICES AGREEMENT
Master Services Agreement • November 5th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 26 (“Amendment”) is dated and effective on June 30, 2025 (“Amendment Effective Date”) by and between Block, Inc., a Delaware corporation, whose principal address is 1955 Broadway, Suite 600. Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

STANDSTILL AND RELEASE AGREEMENT
Standstill and Release Agreement • February 28th, 2024 • Marqeta, Inc. • Services-prepackaged software • Delaware

WHEREAS, on August 24, 2023, Plaintiff initiated a case styled Stephanie Smith v. Jason Gardner, et al., C.A. No. 2023-0872-MTZ (the “Action”) by filing a Verified Stockholder Class Action and Derivative Complaint (the “Complaint”) in the Delaware Court of Chancery;

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 11th, 2022 • Marqeta, Inc. • Services-prepackaged software • California

This Separation Agreement and Release (“Agreement”) is between Marqeta, Inc. (the “Company”) and Tripp Faix (“Employee”) (together “the Parties”).

CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. AMENDMENT NO. 21 TO MASTER...
Master Services Agreement • February 26th, 2025 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 21 (“Amendment”) is dated and effective on October 1, 2024 (“Amendment Effective Date”) by and between Block, Inc., a Delaware corporation, whose principal address is 1955 Broadway, Suite 600. Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

AMENDMENT NO. 19 TO MASTER SERVICES AGREEMENT
Master Services Agreement • February 28th, 2024 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 19 (“Amendment”) is dated and effective on July 1, 2023 (“Amendment Effective Date”) by and between Block, Inc. (formerly Square, Inc.), a Delaware corporation, whose principal address is 1955 Broadway, Suite 600, Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.

Dear Simon:
Severance Agreement • May 7th, 2025 • Marqeta, Inc. • Services-prepackaged software • California

This Agreement (the “Agreement”) confirms the agreement between Simon Khalaf (“you”) and Marqeta, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”) regarding the separation of your employment with the Company. You will have until March 17, 2025 to execute this Agreement and receive the Severance Benefits described below.

ADDENDUM TO THE AMENDED AND RESTATED PREPAID CARD PROGRAM MANAGER AGREEMENT
Prepaid Card Program Manager Agreement • May 7th, 2024 • Marqeta, Inc. • Services-prepackaged software

This Addendum to the Amended and Restated Prepaid Card Program Manager Agreement (the "Addendum") is entered into this 19th day of January, 2024 (the "Addendum Effective Date") by and between Marqeta, Inc., a Delaware corporation whose principal office is located at 180 Grand Avenue, 6th Floor, Oakland, CA 94612 ("Manager") and Sutton Bank, an Ohio chartered bank corporation ("Sutton Bank" or "Issuer"). Each of Manager and Sutton Bank may be referred to herein individually as a "Party" and collectively as the "Parties."

FOURTH AMENDMENT TO LEASE
Lease • August 6th, 2025 • Marqeta, Inc. • Services-prepackaged software

This FOURTH AMENDMENT TO LEASE (this "Amendment") is made and entered into as of April 10, 2025, by and between 180 GRAND, LLC, a Delaware limited liability company ("Landlord"), and MARQETA, INC., a Delaware corporation ("Tenant").

MASTER SERVICES AGREEMENT
Master Services Agreement • May 9th, 2023 • Marqeta, Inc. • Services-prepackaged software • California

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is entered into between Square, Inc., a Delaware corporation, whose principal address is 1455 Market Street Suite 600, San Francisco, CA 94103 (“Client”), and Marqeta, Inc., a Delaware corporation, whose principal address is 6201-B Doyle Street, Emeryville, CA 94608 (“Marqeta,” and together with Client, each a “Party” and together the “Parties”).

AMENDMENT NO. 17 TO MASTER SERVICES AGREEMENT
Master Services Agreement • August 11th, 2023 • Marqeta, Inc. • Services-prepackaged software

This Amendment No. 17 (“Amendment”) is dated and effective on July 1, 2023 (“Amendment Effective Date”) by and between Block, Inc. (formerly Square, Inc.), a Delaware corporation, whose principal address is 1955 Broadway, Suite 600, Oakland, CA 94612 (“Client”) and Marqeta, Inc., a Delaware corporation, whose principal address is 180 Grand Avenue, 6th Floor, Oakland, CA 94612 (“Marqeta”), and amends the Master Services Agreement between Client and Marqeta dated April 19, 2016, as amended (“Agreement”). Capitalized terms that are not defined in this Amendment are defined in the Agreement.