Contract analysis

I. Executive Summary This memorandum summarizes the findings of our employment and employee benefits due diligence review of VeloPay Systems, Inc., a Delaware corporation ("VeloPay" or the "Company"), and its subsidiaries, VeloPay Canada Inc., an Ontario corporation ("VeloPay Canada"), and VeloPay Europe, Unipessoal Lda., a Portuguese limitada ("VeloPay Europe" and, together with VeloPay and VeloPay Canada, the "Velo

II. Workforce Overview A. Employee Census and Locations As of December 31, 2024, the VeloPay Group employs approximately 1,340 employees across four locations. The following summarizes the headcount and principal activities at each location: Austin, Texas — VeloPay Systems, Inc. (Headquarters). VeloPay's corporate headquarters is located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78758. The Austin office ho

III. Executive Employment Agreements We reviewed the employment agreements of VeloPay's four named executive officers, each of whom maintains a written employment agreement containing change of control provisions that are triggered by the Merger. The following summarizes the material terms of each agreement. A. Nathan Aldridge — Chief Executive Officer and Co-Founder Nathan Aldridge serves as the Chief Executive Offi

Section 280G Exposure. Mr. Aldridge is a "disqualified individual" for purposes of Section 280G of the Code as both an officer and a greater-than-1% stockholder. His Section 280G exposure is discussed in detail in Section VII below. B. Sonia Reyes-Watkins — Chief Technology Officer and Co-Founder Sonia Reyes-Watkins serves as the Chief Technology Officer of VeloPay. She is also a co-founder of the Company and holds a

Section 280G Exposure. Ms. Reyes-Watkins is a disqualified individual for purposes of Section 280G as both an officer and a greater-than-1% stockholder. Her Section 280G exposure is discussed in Section VII below. C. Marcus Langford — Chief Financial Officer Marcus Langford serves as the Chief Financial Officer of VeloPay. He holds approximately 1.3% of the outstanding VeloPay common stock. Agreement. Mr. Langford is

Section 280G Exposure. Mr. Langford is a disqualified individual for purposes of Section 280G as both an officer and a greater-than-1% stockholder. His Section 280G exposure is discussed in Section VII below. D. Danielle Moreau — General Counsel and Corporate Secretary Danielle Moreau serves as the General Counsel and Corporate Secretary of VeloPay. She holds approximately 0.6% of the outstanding VeloPay common stock

Section 280G Exposure. Ms. Moreau is a disqualified individual for purposes of Section 280G as an officer of the Company. Although her stock ownership of 0.6% falls below the 1% stockholder threshold applicable under Section 280G, she qualifies as a disqualified individual by virtue of her status as an officer. Her Section 280G exposure is discussed in Section VII below. E. Summary Table of Executive Change of Contro

IV. Equity Compensation Plans A. VeloPay Systems, Inc. 2015 Equity Incentive Plan (as Amended and Restated 2021) All outstanding equity awards of VeloPay are governed by the VeloPay Systems, Inc. 2015 Equity Incentive Plan, as amended and restated effective June 15, 2021 (the "2015 Plan" or the "Plan"). We reviewed the Plan document, the 2021 amendment and restatement, the forms of award agreement used for various gr

Section 409A Considerations. We reviewed the 409A valuation reports available in the data room and confirmed that all stock options appear to have been granted with an exercise price at or above the fair market value of VeloPay common stock on the applicable date of grant. VeloPay engaged independent valuation firms to prepare Section 409A valuations at regular intervals, and the Board or Compensation Committee relie

Section 409A Considerations. The RSUs under the 2015 Plan are structured as "short-term deferrals" within the meaning of Treasury Regulation § 1.409A-1(b)(4). Under this regulation, a payment that is made by the later of the fifteenth day of the third month following the end of the service provider's taxable year in which the right to payment is no longer subject to a substantial risk of forfeiture, or the fifteenth

Section 422 ISO Limits. Section 422(d) of the Code limits the aggregate fair market value of stock with respect to which ISOs are first exercisable by any individual during any calendar year to $100,000 (determined by reference to the fair market value of the stock at the time of grant). To the extent that ISO grants to any individual exceed this limit, the excess is automatically treated as NQSOs. Our review of the

V. Broad-Based Employee Benefit Plans A. Health and Welfare Plans VeloPay sponsors a comprehensive suite of health and welfare benefit plans for its U.S. employees. We reviewed the plan documents, summary plan descriptions ("SPDs"), insurance contracts, and the most recent IRS Forms 5500 filed for each applicable plan. The following plans are currently offered: Medical Plan. VeloPay Systems, Inc. Group Medical Plan,

VI. Non-U.S. Employment and Benefits Matters A. Canada — VeloPay Canada Inc. (Toronto, Ontario) Entity and Workforce. VeloPay Canada Inc. is an Ontario corporation and wholly-owned subsidiary of VeloPay Systems, Inc. VeloPay Canada employs approximately 260 employees at its Toronto office. The Canadian workforce is primarily engaged in engineering, product development, and customer operations. Governing Law. Employee