Contract analysis

Section 1: Commitment; Purpose 1.1 Recitals and Background Reference is made to the proposed acquisition (the "Acquisition") by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("you," the "Sponsor," or "HPE Fund IV"), through a newly formed, wholly-owned acquisition subsidiary, Harrowgate Velocity Merger Sub Inc., a Delaware corporation ("Merger Sub"), of VeloPay Systems, Inc., a Delaware corpora

Section 2: The Facilities — Summary of Principal Terms The following is a summary of the principal terms and conditions of the Facilities. This summary is qualified in its entirety by reference to the Term Sheet attached hereto as Exhibit A, which sets forth additional terms and conditions of the Facilities and is incorporated herein by reference. 2.1 Term Loan Facility Borrower: VeloPay Systems, Inc. (as the Survivi

Section 3: Conditions Precedent to Funding 3.1 Conditions to Initial Funding (Closing Date Conditions) The commitment of the Commitment Parties to fund the Facilities on the date of the closing of the Acquisition (the "Closing Date") shall be subject solely to the satisfaction (or waiver by the Commitment Parties) of the following conditions precedent (collectively, the "Funding Conditions"). It is understood and agr

Section 4: Syndication 4.1 Syndication Rights Each of Tralvendo National Bank and Prairie State Bank, N.A. reserves the right, prior to and/or after the execution of the definitive Credit Agreement, to syndicate all or a portion of its respective commitment under the applicable Facility to one or more banks, financial institutions, or other institutional lenders that are reasonably acceptable to HPE Fund IV (such con

Section 5: Fee Letter Reference is hereby made to the separate Fee Letter dated as of the date hereof (the "Fee Letter") between HPE Fund IV and the Commitment Parties, setting forth certain fees payable by HPE Fund IV to the Commitment Parties in connection with the Facilities. The Fee Letter has been executed concurrently with this Commitment Letter as of February 14, 2025. The terms and conditions of the Fee Lette

Section 6: Term Sheet The principal terms and conditions of the Facilities are set forth in the Summary of Terms and Conditions attached hereto as Exhibit A (the "Term Sheet"). The Term Sheet is an integral part of this Commitment Letter and is incorporated herein by reference in its entirety. In the event of any inconsistency between the provisions of this Commitment Letter and the provisions of the Term Sheet, the

Section 7: Documentation Principles The definitive Credit Agreement and the other Loan Documents (including, without limitation, the Guarantee and Collateral Agreement, the Intercreditor Agreement, and any ancillary security documents) shall be prepared, negotiated, and finalized on the basis of, and shall contain terms and conditions consistent with, (a) the Term Sheet attached hereto as Exhibit A and (b) market pre

Section 8: Indemnification and Expenses 8.1 Indemnification HPE Fund IV agrees to indemnify, defend, and hold harmless each Commitment Party and each of its affiliates, and their respective officers, directors, partners, members, employees, agents, advisors, and controlling persons (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limi

Section 9: Confidentiality This Commitment Letter, the Fee Letter, and the Term Sheet are confidential and, except for disclosure to the officers, directors, employees, affiliates, members, partners, accountants, attorneys (including Calderwood & Harkness LLP), and financial and other professional advisors (including Pendleton Hawkes & Co.) of HPE Fund IV (collectively, "Permitted Recipients") who are informed of the

Section 10: Limitation of Liability In no event shall any Commitment Party, any Additional Lender, or any Indemnified Person be liable to HPE Fund IV, the Borrower, any Guarantor, or any other person for any special, indirect, consequential, incidental, or punitive damages (including, without limitation, any loss of profits, business, or anticipated savings) arising out of or in connection with this Commitment Letter

Section 11: Assignments No party hereto may assign or transfer any of its rights or obligations under this Commitment Letter without the prior written consent of each of the other parties hereto, and any purported assignment or transfer without such consent shall be null and void; provided, however, that each Commitment Party may assign all or a portion of its respective commitments under the applicable Facility to o

Section 12: Termination / Expiration The commitments of the Commitment Parties hereunder, and the agreements of the Commitment Parties to provide the Facilities on the terms and conditions set forth herein, shall automatically expire and terminate at 5:00 p.m. (New York City time) on the earliest of: (a) the date that is nine (9) months after the date of the Merger Agreement (i.e., the "Outside Date" under the Merger

Section 13: Acceptance This Commitment Letter is delivered to HPE Fund IV on the understanding and agreement that this Commitment Letter must be accepted by HPE Fund IV by executing and delivering a countersigned copy of this Commitment Letter to Tralvendo National Bank (Attention: Andrew Birchfield, Managing Director, Sponsor Finance; email: abirchfield@crestmarkbank.com) no later than 11:59 p.m. (New York City time

Section 14: Governing Law; Jurisdiction; Waiver of Jury Trial This Commitment Letter, and all claims, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Commitment Letter or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles