Contract analysis

1. Introduction and Authorization This letter (this "Funding Instruction Letter") constitutes the formal direction and instruction from VeloPay Systems, Inc., as the Surviving Corporation, to Keystone Pacific Transfer Services Inc., as the Paying Agent, regarding the deposit of the merger consideration and the procedures for disbursement of such merger consideration to the former holders of shares of common stock, pa

2. Deposit of Merger Consideration — Payment Fund 2.1 Aggregate Merger Consideration Pursuant to Article II of the Merger Agreement, the aggregate merger consideration payable to all holders of Company securities (including holders of Company Common Stock, Company Stock Options, Company RSUs, and Company Warrants) in connection with the Merger is $1,900,000,000.00 (One Billion Nine Hundred Million Dollars and No Cent

3. Procedures for Disbursement to Stockholders 3.1 Letters of Transmittal As promptly as practicable after the Effective Time, and in any event within five (5) business days following the Effective Time (i.e., no later than July 29, 2025), the Paying Agent shall mail to each holder of record of Company Common Stock as of immediately prior to the Effective Time: (a) A Letter of Transmittal, substantially in the form a

4. Escrow Holdback — Pro Rata Reduction Each stockholder's merger consideration payment (including payments to holders of Company Equity Awards) is subject to a pro rata reduction representing such holder's allocable share of the Escrow Amount of $133,000,000.00 (the "Escrow Holdback"). The Escrow Amount has been deposited with Garrison Trust Company, as Escrow Agent, to secure the indemnification obligations of the

5. Unclaimed Funds and Escheatment Any portion of the Payment Fund (including any interest or other income earned thereon) that remains undistributed to former holders of Company securities on the date that is twelve (12) months after the Effective Time (i.e., on or about July 22, 2026) shall, upon written demand by the Surviving Corporation, be delivered by the Paying Agent to the Surviving Corporation. From and aft

6. Cancellation of Treasury Shares and Parent-Owned Shares In accordance with Section 2.01(b) of the Merger Agreement, any shares of Company Common Stock held in treasury by the Company immediately prior to the Effective Time, and any shares of Company Common Stock owned by Parent, Merger Sub, or any direct or indirect wholly-owned subsidiary of Parent (other than the Company and its subsidiaries), shall be automatic

7. Investment of Payment Fund The Paying Agent is authorized and instructed to invest and reinvest the Payment Fund pending disbursement, in accordance with Section 4.03 of the Paying Agent Agreement, solely in the following categories of investments: (i) direct obligations of the United States of America (including United States Treasury bills, notes, and bonds); (ii) obligations for which the full and timely paymen

8. Reporting Obligations The Paying Agent shall provide the Surviving Corporation with weekly status reports (each, a "Disbursement Report") commencing on the first Friday following the Effective Time and continuing until such time as the Payment Fund has been fully disbursed or returned to the Surviving Corporation. Each Disbursement Report shall detail, at a minimum, the following information: (a) the number of Let

9. Key Contact Information The following individuals and entities are the key contacts for purposes of the transactions contemplated by this Funding Instruction Letter, the Paying Agent Agreement, and the Merger Agreement: Surviving Corporation Contacts: Danielle Moreau General Counsel VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759 Telephone: (512) 555-4100 Email: d.moreau@velopay.com Ma

10. Acknowledgment and Confirmation The Surviving Corporation hereby requests that Keystone Pacific Transfer Services Inc. acknowledge receipt of this Funding Instruction Letter and confirm its readiness to (a) receive the Payment Fund deposit by wire transfer on the morning of July 22, 2025, and (b) commence the mailing of the Letters of Transmittal to all holders of record of Company Common Stock within five (5) bu