Contract analysis

Section 1. Reference to Commitment Letter; Definitions As described in the Commitment Letter, the Commitment Parties have agreed to provide commitments in connection with the proposed acquisition (the "Acquisition") of VeloPay Systems, Inc. ("VeloPay" or the "Target"), a corporation organized under the laws of the State of Delaware, by HPE Fund IV. The Acquisition will be effected through a reverse triangular merger

Section 2. Arrangement Fees (a) Term Loan Facility Arrangement Fee. In consideration of Tralvendo National Bank's agreement to serve as sole lead arranger and book runner and as administrative agent for the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an arrangement fee (the "Term Loan Arrangement Fee") in an amount equal to 0.50% of the aggregate commitments under the Term Loan Facility. Base

Section 3. Upfront Fees (a) Tralvendo Upfront Fee. As additional compensation for the commitment provided by Tralvendo National Bank under the Commitment Letter with respect to the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an upfront fee (the "Tralvendo Upfront Fee") in an amount equal to 0.25% of the aggregate Term Loan Facility commitment. Based on the aggregate Term Loan Facility commitm

Section 4. Administrative Agent Fees (a) Term Loan Administrative Agent Fee. In consideration of Tralvendo National Bank's agreement to serve as Administrative Agent for the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an annual administrative agent fee (the "Term Loan Agent Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000) per annum. The first annual payment of the Term Loa

Section 5. Syndication (a) General. HPE Fund IV acknowledges and agrees that Tralvendo National Bank and Prairie State Bank, N.A. may, in their sole discretion, syndicate portions of the commitments under the Facilities to one or more additional financial institutions or other lenders (each, an "Additional Lender") at any time prior to or after the Closing Date, in accordance with the terms of the Commitment Letter a

Section 6. Duration and Ticking Fee (a) Ticking Fee. A ticking fee (the "Ticking Fee") shall accrue on the aggregate undrawn commitments under the Term Loan Facility beginning on the date that is ninety (90) days after the date of the Commitment Letter (i.e., beginning on May 15, 2025) (the "Ticking Fee Commencement Date") and continuing through and including the earlier of (i) the Closing Date and (ii) the date on w

Section 7. Expenses and Indemnification (a) Expense Reimbursement. HPE Fund IV agrees to reimburse the Commitment Parties for all reasonable and documented out-of-pocket expenses incurred by the Commitment Parties (and, to the extent provided in the Commitment Letter, their respective affiliates) in connection with the Facilities, the Commitment Letter, and this Fee Letter, whether or not the Closing Date occurs and

Section 8. Confidentiality (a) General. This Fee Letter is confidential and, except as set forth in this Section 8, the contents hereof may not be disclosed by HPE Fund IV to any person without the prior written consent of each Commitment Party. Without limiting the foregoing, HPE Fund IV shall not, and shall cause its affiliates, advisors, and representatives not to, disclose the existence of, or any of the terms or

Section 9. Conditions to Payment (a) Closing Condition. All fees described in Sections 2, 3, and 4 of this Fee Letter (the Arrangement Fees, the Upfront Fees, and the first annual installment of the Administrative Agent Fees) shall be contingent upon, and shall become due and payable solely upon, the occurrence of the Closing Date. No such fees shall be payable prior to the Closing Date (except as expressly set forth

Section 10. Amendments and Waivers This Fee Letter may not be amended, supplemented, modified, or waived except by a written instrument executed by each of HPE Fund IV, Tralvendo National Bank, and Prairie State Bank, N.A. No failure or delay on the part of any party hereto in exercising any right, power, or privilege under this Fee Letter shall operate as a waiver thereof, nor shall any single or partial exercise of

Section 11. Governing Law; Jurisdiction; Waiver of Jury Trial (a) Governing Law. This Fee Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401

Section 12. Counterparts This Fee Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fee Letter by electronic transmission (including by portable document format (PDF) or any electronic signature

Section 13. Integration with Commitment Letter This Fee Letter is a part of, and supplements, the Commitment Letter dated as of February 14, 2025 (Reference CRE-2025-SPF-0441). In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter with respect to the fees and compensation described herein, the terms of this Fee Letter shall control and govern. In all