On September 20, 2022, the Board of Directors of PAR Technology Corporation amended and restated the Bylaws of the Company effective as of such date, to implement certain updates and make certain administrative, modernizing, clarifying, and conforming changes. The amended and restated Bylaws reflect amendments to the Delaware General Corporation Law (ôDGCLö) and corresponding changes to more closely conform Bylaw provisions to the provisions of the DGCL, including by (i) adding explicit language regarding (a) holding shareholders meetings solely by means of remote communication; (b) the fact that notice (and waiver of notice) of Board and shareholders meetings may be provided by means of electronic transmission and when attendance does not constitute a waiver; and (c) the rules and regulations the Board or chairman of the meeting of shareholders may adopt for the conduct of meetings of shareholders; and (ii) updating provisions regarding (a) the CompanyÆs capital stock and proxies; and (b) committees of the Board. In addition, the amendments modernize and clarify several Bylaw provisions to reflect Company and/or market practice and coordinate with the CompanyÆs certificate of incorporation, including (i) amending the Bylaw provision governing the location of the CompanyÆs registered office to clarify that the registered office of the Company shall be fixed in the CompanyÆs Certificate of Incorporation; (ii) clarifying that the Board may postpone, reschedule or cancel any annual meeting of shareholders previously scheduled by the Board; (iii) clarifying quorum requirements where a separate vote by a class or series or classes or series is required; (iv) simplifying provisions relating to the compensation of directors; (v) revising certain provisions regarding the role of the Chairman of the Board to, among other things, expressly provide that to the extent there is no Chairman of the Board appointed, the Lead Director of the Company shall be deemed to be the Chairman of the Board; (vi) updating provisions regarding the BoardÆs authority to appoint officers of the Company and the responsibilities of such officers; (vii) removing provisions regarding the execution of contracts by the CompanyÆs officers, the issuance of checks and drafts, the authority to obtain loans and advances for the Company, and the deposit of the CompanyÆs funds; and (viii) making certain modifications to provisions relating to the CompanyÆs indemnification of its directors, officers and employees.

The amendments further modify the exclusive forum provisions to clarify the types of claims for which the Court of Chancery of the State of Delaware will serve as the exclusive forum, expressly provide that if the Court of Chancery does not have, or declines to accept, jurisdiction over such claims, another state court or a federal court located within the State of Delaware will serve as the exclusive forum for such proceedings, and designate the federal district courts of the United States of America as the exclusive forum for complaints asserting a cause of action arising under the Securities Act of 1933.