Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Administrative Agents" or "Agents" means, collectively, Tralvendo National Bank, a national banking association, in its capacity as administrative agent for the Term Loan Lenders under the Credit Agreement (the "Term Loan Agent"), and Prairie State Bank, N.A., a national banking association, in its capacity

Section 1.02 — Interpretation and Rules of Construction (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. To the extent that a term used herein is defined in the Credit Agreement by reference to another document, such term shall have the meaning specified in such other document. (b) Terms defined in Article 9 of the UCC that

Section 1.03 — Intercreditor Agreement This Agreement and the liens and security interests created and granted hereunder are subject in all respects to the provisions of the Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, as Term Loan Agent, and Prairie State Bank, N.A., as Revolver Agent. Each Grantor acknowledges that it has received a copy of the Intercreditor Agreement and cons

Section 2.01 — Guarantee of Secured Obligations Each Subsidiary Guarantor, namely VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, hereby jointly and severally, unconditionally and irrevocably, guarantees to each Agent and each other Secured Party, as primary obligor and not merely as surety, the full and punctual payment and performance when due, whether at stated maturity, by requ

Section 2.02 — Guarantee Absolute and Unconditional The obligations of each Subsidiary Guarantor under this Article II are and shall be absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of the obligations of the Borrower under the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, or any

Section 2.03 — Waivers by Subsidiary Guarantors Each Subsidiary Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this guarantee by the Agents or any other Secured Party; (b) notice of the creation, existence, or incurrence of any new or additional Secured Obligations; (c) notice of any action at any time taken or omitted by the Age

Section 2.04 — Reinstatement The obligations of each Subsidiary Guarantor under this Article II shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or any other Grantor in respect of the Secured Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, determined to be void or voidable, or must otherwise be returned,

Section 2.05 — Subrogation Each Subsidiary Guarantor hereby irrevocably waives, and agrees that it shall not exercise, until the Secured Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated, any and all rights of subrogation, contribution, reimbursement, and indemnity whatsoever against the Borrower or any other Grantor with respect to the Secured

Section 2.06 — Limitation on Guarantee Notwithstanding any provision of this Agreement to the contrary, the obligations of each Subsidiary Guarantor under this Article II shall be limited to the maximum amount that would not render such Subsidiary Guarantor's obligations hereunder voidable or avoidable under applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Title 11 of

Section 2.07 — Keepwell Each Grantor that is a "qualified ECP guarantor" (as defined below) at the time the guarantee under this Article II or the grant of a security interest under Article III by any Specified Grantor (as defined below) becomes effective with respect to any Swap Obligation hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support to

Section 2.08 — Continuing Guarantee This guarantee is a continuing guarantee and shall remain in full force and effect until the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Credit Agreement. This guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescin

ARTICLE III — COLLATERAL; GRANT OF SECURITY INTEREST

Section 3.01 — Grant of Security Interest As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Secured Obligations, each Grantor hereby pledges, assigns, and grants to the Term Loan Agent and the Revolver Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest (subject in all respects to

Section 3.02 — Security Interest in Deposit Accounts Each Grantor hereby grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all deposit accounts maintained by such Grantor, whether now existing or hereafter opened, including, without limitation, all funds on deposit therein and all claims of such Grantor against the depository institution with respect thereto, as m

Section 3.03 — Intellectual Property Collateral Without limiting the generality of Section 3.01, each Grantor hereby grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising (collectively, the "Intellectual Property Col

Section 3.04 — Pledged Equity (a) Each applicable Grantor hereby pledges and grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in and to the following equity interests (collectively, the "Pledged Equity"): (i) one hundred percent (100%) of the issued and outstanding membership interests in VeloPay Processing LLC, a

Section 3.05 — Proceeds The security interest in Collateral granted under this Article III expressly includes all Proceeds of Collateral, including, without limitation, all cash and non-cash proceeds, insurance proceeds, condemnation awards, and all other amounts received by any Grantor on account of or in exchange for any Collateral. Each Grantor agrees that, upon receipt of any cash Proceeds of Collateral (other th

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Agents and the Secured Parties as of the date hereof and as of the date of each extension of credit under the Credit Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier da

Section 4.01 — Organization and Good Standing Each Grantor is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as set forth below: (a) VeloPay Systems, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number: 5748392); (b) VeloPay Processing LLC is a limited liabi

Section 4.02 — Authorization; Enforceability The execution, delivery, and performance by each Grantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of such Grantor. No meeting of stockholders, members, or other equity holders, and no vote or consent of any other Person (other than such

Section 4.03 — No Conflicts The execution, delivery, and performance by each Grantor of this Agreement, and the creation and perfection of the security interests granted hereunder, do not and will not (a) contravene, result in any breach of, or constitute a default under, the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of any G

Section 4.04 — Title to Collateral; Perfection Each Grantor has good and valid title to, or valid and subsisting leasehold interests in or rights in, all Collateral purported to be owned by it, free and clear of all Liens other than Permitted Liens. Upon the filing of duly authorized UCC-1 financing statements with the Delaware Secretary of State (the jurisdiction of organization of each Grantor organized in Delaware

Section 4.05 — Exact Legal Names and Locations The exact legal name of each Grantor (as such name appears in its certificate of incorporation, certificate of formation, or other organizational document filed with the applicable Secretary of State or other governmental authority) and such Grantor's organizational identification number (or file number) are set forth on Schedule 4.05 attached hereto. The chief executive

Section 4.06 — Intellectual Property Schedule 3.03 (including Schedules 3.03(a), 3.03(b), and 3.03(c)) sets forth a complete and accurate list, as of the date hereof, of all patents, patent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications owned by each Grantor that are registered or filed with the United States Patent and Trademark Office, the United S

Section 4.07 — Deposit Accounts and Securities Accounts Schedule 3.02 sets forth a true, correct, and complete list, as of the date hereof, of all deposit accounts and securities accounts maintained by each Grantor, including the name of the depository institution or securities intermediary, the account number (or last four digits thereof), the type of account, and the branch or location thereof. No Grantor maintains

Section 4.08 — Equity Interests Schedule 3.04 sets forth a true, correct, and complete list, as of the date hereof, of all equity interests owned by each Grantor in any other Person, including the issuer, the class of equity interest, the certificate number (if applicable), the number of units or shares, and the percentage of outstanding equity interests owned by such Grantor. The Pledged Equity constitutes the perce

Section 4.09 — Commercial Tort Claims Schedule 3.01(c) sets forth a true, correct, and complete description of all commercial tort claims held by each Grantor as of the date hereof that have a claimed or reasonably anticipated value in excess of One Million Dollars ($1,000,000) (or such other threshold as may be specified in the Credit Agreement), including the parties, the nature of the claim, and the court or forum

Section 4.10 — Material Agreements The execution and delivery of this Agreement and the creation and perfection of the security interests granted hereunder do not violate or constitute a default or require any consent under any material agreement, contract, lease, license, or instrument to which any Grantor is a party, except f