Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") as your outside legal counsel. We are pleased to confirm that the Firm is being engaged to represent Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Client"), in connection with the potential acquisition (whether by merger, stock purchase, or other structure

2. Scope of Representation Calderwood & Harkness will serve as primary outside legal counsel to HPE Fund IV in connection with the potential acquisition of VeloPay (the "Transaction"). Our representation will encompass the following areas of legal work, including but not limited to: (a) Due Diligence. Conducting and coordinating comprehensive legal due diligence on VeloPay and its direct and indirect subsidiaries. Ou

3. Engagement Team and Staffing Calderwood & Harkness has assembled a dedicated team of professionals to serve HPE Fund IV in connection with this Transaction. The following individuals will form the core engagement team: Sandra Tung — Responsible Partner, Mergers & Acquisitions. Sandra will serve as the lead partner responsible for the overall direction, strategy, and supervision of the engagement. She will be the C

4. Client Identification and Conflicts For purposes of this engagement, the "Client" is Harrowgate Private Equity Fund IV LP (EIN: 87-4231956) and, as applicable, its general partner, Harrowgate Capital Management IV LLC (EIN: 87-4231847), and any acquisition subsidiary or special purpose vehicle formed by or on behalf of HPE Fund IV for purposes of consummating the Transaction (collectively with HPE Fund IV, the "Cl

5. Fees and Billing Arrangements 5.1 Hourly Rates Our fees for this engagement will be based on the time expended by Firm personnel at the following standard hourly rates, which reflect the rates currently in effect for professionals in the relevant practice groups: Paralegal and other legal support staff time, if applicable to this engagement, will be billed at rates to be communicated separately to the Client. We a

6. Billing and Payment Terms Calderwood & Harkness will render invoices to the Client on a monthly basis, with bills typically issued within thirty (30) days after the end of each calendar month. Each invoice will include: (i) a summary of time charges, organized by attorney or professional, with a description of the services rendered; (ii) the applicable hourly rate for each timekeeper; and (iii) a separate schedule

7. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the Firm's professional and ethical obligations under the New York Rules of Professional Conduct and other applicable rules governing attorney conduct. The Firm will not disclose Client confidences or secrets to any third party wi

8. Document Retention The Firm will maintain files, work product, and documents related to this engagement in accordance with Calderwood & Harkness's document retention policy, as in effect from time to time. Files may be maintained in physical, electronic, or other format, at the Firm's discretion. Client documents and materials provided to the Firm in connection with this engagement will be returned to the Client u

9. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. Termination by the Client shall be effective upon delivery of written notice to Sandra Tung at the Firm's address set forth above (or such other address as the Firm may designate). Termination by the Firm shall be effective upon delivery of written notice to the Client at the address set forth i

10. Limitation of Liability The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on breach of contract, negligence, or any other theory of liability, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered in connection with this matter. In no event shall the Firm be liable to the Client for any consequential,

11. Designation of Client Contact All communications from Calderwood & Harkness in connection with this engagement shall be directed to: Priya Deshmukh Managing Partner, Fund IV Harrowgate Capital Management IV LLC (as General Partner of Harrowgate Private Equity Fund IV LP) 300 King Street, Suite 4200 Wilmington, Delaware 19801 Email: pdeshmukh@harrowgatecapital.com Telephone: (302) 555-4100 With a copy to: Thomas E

12. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the engagement contemplated hereby, including any di

13. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings, representations, and agreements, whether written or oral, relating to the engagement described herein. No representations or warranties have been made by either party excep

14. Acceptance We are grateful for the confidence that you and the Harrowgate team have placed in Calderwood & Harkness, and we look forward to working with you on this important transaction. We are confident that the team we have assembled will provide HPE Fund IV with the highest quality legal representation throughout all phases of the Transaction. Please confirm your acceptance of the terms of this Engagement Let