Contract analysis

1. Purpose of Notice This letter constitutes the formal notice delivered by Buyer pursuant to the Merger Agreement confirming the satisfaction or waiver, as applicable, of all conditions precedent to the obligation of Buyer and Merger Sub to consummate the Closing of the transactions contemplated by the Merger Agreement (the "Merger" and the "Closing," respectively). Pursuant to the terms of the Merger Agreement, Buy

2. Satisfaction of Conditions to Buyer's Obligation to Close Buyer has determined, after due inquiry and based on information available to Buyer as of the date hereof, that each of the conditions to Buyer's and Merger Sub's obligation to effect the Closing set forth in the Merger Agreement has been satisfied or, to the extent applicable, waived by Buyer. Buyer sets forth below, in reasonable detail, the basis for its

3. Satisfaction of Conditions to the Company's Obligation to Close Buyer acknowledges that the conditions to the Company's obligation to consummate the Closing are independently assessed by the Company and its Board of Directors and advisors. Nevertheless, Buyer represents and confirms that it is prepared to satisfy all conditions to Closing that are within the control of Buyer and Merger Sub, as set forth below. (a)

4. Closing Deliverables of Buyer and Merger Sub In accordance with the Merger Agreement and the Master Closing Checklist circulated to the parties, Buyer and Merger Sub will deliver or cause to be delivered at or prior to the Closing the following documents, instruments, certificates, and other deliverables: (a) Certificates and Organizational Documents (i) Officer's Certificate of HPE Fund IV and Merger Sub, execute

5. Company Deliverables Requested at Closing In order to ensure a prompt and orderly Closing, Buyer respectfully requests that the Company deliver or cause to be delivered at or prior to the Closing the following documents, instruments, and certificates, to the extent not already delivered as of the date hereof: (i) Officer's Certificate of VeloPay Systems, Inc., executed by Nathan Aldridge in his capacity as Chief E

6. Designation of Closing Date and Logistics Pursuant to the applicable provisions of the Merger Agreement, Buyer hereby formally designates Tuesday, July 22, 2025 as the Closing Date. The following timeline and logistical arrangements shall govern the Closing: (a) Pre-Closing Deliverables. All pre-closing deliverables, including executed signature pages, certificates, opinions, payoff letters, and all other document

7. Reservation of Rights This notice is delivered by Buyer solely for the purpose of confirming the satisfaction or waiver of the conditions to Closing and designating the Closing Date, and without prejudice to any of Buyer's rights, remedies, or defenses under the Merger Agreement, the Equity Commitment Letter, or applicable law. Nothing in this notice shall constitute a waiver by Buyer or Merger Sub of any conditio

8. Contact Information All communications regarding the Closing and the delivery of Closing documents should be directed to the following persons: Sandra Tung, Partner Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Email: stung@calderwoodharkness.com Telephone: (212) 558-4127 Megan Chu, Associate Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Email