Contract analysis

1. Reference to Payoff Letter. We acknowledge receipt of the payoff letter issued by Meridian Commercial Credit Corp., dated July 18, 2025 (the "Payoff Letter"), a copy of which is attached hereto as an enclosure. The Payoff Letter confirms the total payoff amount required to satisfy in full all outstanding obligations of VeloPay Systems, Inc., as Borrower, under that certain Credit Agreement, dated as of September 1

2. Direction to Wire Payoff Amount. HPE Fund IV and VeloPay hereby irrevocably direct and instruct that, on July 22, 2025, a wire transfer in an amount equal to the total Payoff Amount as specified in the Payoff Letter (approximately $113,230,000) be sent to Meridian Commercial Credit Corp. in accordance with and pursuant to the wire instructions set forth in the Payoff Letter. The wire transfer will be initiated on

3. Confirmation of Payoff Wire Instructions from Funds Flow Memorandum. The payoff wire to Meridian Commercial Credit Corp. in the Payoff Amount is reflected as a line item in the Funds Flow Memorandum dated July 21, 2025 (the "Funds Flow Memorandum"), prepared by Calderwood & Harkness LLP in connection with the closing of the Merger. An excerpt of the Funds Flow Memorandum reflecting the Meridian payoff wire is atta

4. Release of Liens and Security Interests. Upon receipt of the Payoff Amount in full and in immediately available funds, Meridian Commercial Credit Corp., in its capacity as Administrative Agent and on behalf of the Lenders under the Credit Agreement, is hereby directed and requested, pursuant to the terms of the Payoff Letter and the applicable provisions of the Credit Agreement and related Security Documents, to t

5. Termination of Credit Agreement. Upon receipt of the Payoff Amount in full and in immediately available funds, the Credit Agreement, together with all schedules, exhibits, and annexes thereto, and all related Loan Documents (as defined in the Credit Agreement), including without limitation the Security Agreement, the Subsidiary Guaranty Agreement, and all other agreements, instruments, and documents executed and d

6. Per Diem Interest / Good-Through Date. The parties acknowledge that the Payoff Amount set forth in the Payoff Letter is calculated through and including July 22, 2025 (the "Good-Through Date"). The Payoff Letter is valid only through the Good-Through Date, and the Payoff Amount is subject to adjustment in the event that the payoff is not consummated on or before such date. In the event that, for any reason, the pa

7. Contact Information. All communications regarding this Payoff Direction Letter, the payoff wire, and the matters described herein should be directed to the following persons: Calderwood & Harkness LLP (Counsel to HPE Fund IV): Megan Chu, Lead Associate Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 558-4127 Email: megan.chu@calderwoodharkness.com with a copy to:

8. Authorization and Acknowledgment. This Payoff Direction Letter is delivered with the express authorization and at the direction of both VeloPay Systems, Inc. and Harrowgate Private Equity Fund IV LP. VeloPay Systems, Inc., by its countersignature below, hereby confirms and authorizes the payoff in full and termination of its existing senior secured credit facility with Meridian Commercial Credit Corp. on the terms

1. Copy of Payoff Letter from Meridian Commercial Credit Corp. dated July 18, 2025

2. Funds Flow Memorandum (excerpted — Meridian payoff wire section only) dated July 21, 2025