Contract analysis

1. Confirmation of HPE Fund IV Internal Approvals We are pleased to confirm that all requisite internal approvals on the part of HPE Fund IV and Merger Sub have been obtained, as follows: Harrowgate Capital Management IV LLC, a Delaware limited liability company and the sole general partner of HPE Fund IV, has approved the Merger Agreement and all of the transactions contemplated thereby, including the Merger and the

2. Confirmation of Financing Commitments HPE Fund IV has secured committed financing that is sufficient, in the aggregate, to fund the full merger consideration, all related transaction costs, and post-closing working capital requirements. The components of the committed financing are as follows: Debt Financing. On February 14, 2025, HPE Fund IV received an executed commitment letter (Reference: CRE-2025-SPF-0441) (t

3. Confirmation of Representations and Warranties Insurance In connection with the Merger, HPE Fund IV has obtained a buyer-side representations and warranties insurance policy (the "R&W Policy") to provide coverage for losses arising out of breaches of the representations and warranties of VeloPay set forth in the Merger Agreement. The material terms of the R&W Policy are as follows: Underwriter: Oakbridge Omnivrel

4. Confirmation of VeloPay Board Approval Calderwood & Harkness LLP has been informed by Whitford Jessup & Crane LLP, counsel to VeloPay, that the Board of Directors of VeloPay Systems, Inc. (the "VeloPay Board") approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the stockholders of VeloPay approve the Merger, at a meeting of the VeloPay Board

5. Stockholder Support Agreement and Written Consent We confirm that a Stockholder Support Agreement (the "Support Agreement") has been negotiated and is in agreed final form, and will be executed concurrently with the Merger Agreement on March 18, 2025. The parties to the Support Agreement are as follows: (a) HPE Fund IV (as the acquirer); (b) Ridgeline Ventures Fund III LP, holder of approximately twenty-two and fo

6. Readiness of Transaction Documents We confirm that the following transaction documents are in agreed final form, having been the subject of extensive negotiation among the parties and their respective legal counsel, and are ready for execution on March 18, 2025:

1. Agreement and Plan of Merger, among HPE Fund IV, Merger Sub, and VeloPay (including all exhibits and annexes thereto);

2. Disclosure Schedules, consisting of the Buyer Disclosure Schedules delivered by HPE Fund IV and Merger Sub, and the Company Disclosure Schedules delivered by VeloPay;

3. Stockholder Support Agreement, among HPE Fund IV and the Supporting Stockholders identified in Section 5 above;

4. Limited Guarantee, from Harrowgate Capital Management IV LLC in favor of VeloPay, guaranteeing the payment of the reverse termination fee of Fifty-Seven Million Dollars ($57,000,000) and certain other specified obligations of HPE Fund IV under the Merger Agreement;

5. Stockholder Representative Agreement, pursuant to which Nathan Aldridge will be appointed as the Stockholder Representative for purposes of the Merger Agreement and the escrow arrangements contemplated thereby;

6. Rollover Agreement, pursuant to which (a) Nathan Aldridge will contribute and roll over Fourteen Million Two Hundred Thousand Dollars ($14,200,000) of his merger consideration into Harrowgate Velocity Co-Invest LP, a newly formed co-investment vehicle, and (b) Sonia Reyes-Watkins will contribute and roll over Nine Million Seven Hundred Thousand Dollars ($9,700,000) of her merger consideration into Harrowgate Veloc

7. Non-Competition and Non-Solicitation Agreements, to be entered into by each of Nathan Aldridge and Sonia Reyes-Watkins, containing restrictive covenants with a three (3)-year restricted period measured from the closing of the Merger. For the avoidance of doubt, and for the convenience of the parties, the key economic and structural terms of the final form Merger Agreement are confirmed as follows: • Per-Share Merg

7. Post-Signing Regulatory Milestones For informational purposes, we set forth below a brief summary of the anticipated post-signing regulatory filing timeline and the principal regulatory approvals and third-party consents that must be obtained prior to closing: (a) HSR Act Filing. The parties intend to submit their respective pre-merger notification and report forms under the Hart-Scott-Rodino Antitrust Improvement

8. Signing Logistics The proposed signing date for the Merger Agreement and all ancillary transaction documents is March 18, 2025. Signing will be effectuated by the exchange of executed signature pages transmitted via email in portable document format (PDF), with original wet-ink signature pages to follow by overnight courier to the respective parties' counsel. Megan Chu, lead associate at Calderwood & Harkness LLP,

9. Contact Information All communications regarding signing logistics, the delivery of signature pages, and any questions relating to the execution and delivery of the transaction documents should be directed to the following individuals: Buyer's Counsel: Sandra Tung, Partner Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 554-7142 Email: stung@calderwoodharkness.com