Contract analysis

1. Reference to Existing Credit Agreement and Background Meridian Commercial Credit Corp. ("Meridian" or the "Administrative Agent"), in its capacity as Administrative Agent and Lender under the Existing Credit Agreement, hereby delivers this Payoff Letter to VeloPay Systems, Inc. (EIN: 82-3019478), a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the p

2. Payoff Amount and Calculation The following sets forth in reasonable detail the calculation of the total amount required to satisfy and discharge in full all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement (the "Total Payoff Amount"), calculated as of the close of business on July 22, 2025 (the "Anticipated Payoff Date"): 2.1 Outstanding Principal Amount The aggregate outstanding

3. Wire Transfer Instructions for Payoff The Total Payoff Amount shall be remitted by wire transfer of immediately available funds in United States dollars to the following account: Bank Name: Atlantic Federal Trust, N.A. ABA/Routing Number: 021-073-418 Account Name: Meridian Commercial Credit Corp. — Loan Payoff Account Account Number: 8830-2741-6059 Reference: VeloPay Systems, Inc. — Loan Payoff / Credit Agreement

4. Release of Liens and Security Interests 4.1 Commitment to Release Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds (such receipt to be confirmed by Meridian in writing via email to the Borrower and its counsel), Meridian, in its capacity as Administrative Agent, hereby irrevocably agrees and commits to: (a) release all Liens on the assets of VeloPay Systems, Inc. and each o

5. Termination of Existing Credit Agreement and Related Documents Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds, the Existing Credit Agreement and all related Loan Documents (including, without limitation, the Security Agreement dated as of March 14, 2022, the Guaranty Agreement dated as of March 14, 2022, the Pledge Agreement dated as of March 14, 2022, all Collateral Docu

6. Representations and Confirmations of Meridian Meridian, in its capacity as Administrative Agent and Lender under the Existing Credit Agreement, hereby represents, warrants, and confirms to the Borrower and its designees as follows as of the date hereof: (a) Outstanding Balance. As of the date of this Payoff Letter, the aggregate outstanding principal balance of the term loan under the Existing Credit Agreement is

7. No Amendment; Reservation of Rights Pending Payoff This Payoff Letter does not constitute an amendment, modification, or waiver of any term, condition, or provision of the Existing Credit Agreement or any related Loan Document, except as expressly set forth herein. Nothing contained in this Payoff Letter shall be construed to impair, limit, or otherwise affect any rights, remedies, or obligations of any party unde

8. Expiration of Payoff Letter This Payoff Letter and the Total Payoff Amount set forth herein are valid through the close of business (5:00 p.m. Eastern Time) on July 22, 2025. If the Total Payoff Amount is not received by Meridian in full in immediately available funds by such date and time, this Payoff Letter shall automatically expire and become null and void, without further action by or notice from Meridian, an

9. Contact Information All questions, correspondence, and communications regarding this Payoff Letter, the calculation of the Total Payoff Amount, coordination of the wire transfer, or the preparation and delivery of release documentation should be directed to: Brian Castellano Vice President, Loan Administration Meridian Commercial Credit Corp. 599 Lexington Avenue, 26th Floor New York, New York 10022 Telephone: (21

10. Governing Law This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. [Signature Pages Follow] SIGNATURE PAGE TO PAYOFF LETTER Please acknowledge your receipt of this Payoff Letter and your agreement to the terms set forth herein by counters

1. Security Agreement, dated as of March 14, 2022, by and among VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, as Grantors, and Meridian Commercial Credit Corp., as Administrative Agent and Secured Party.

2. Guaranty Agreement, dated as of March 14, 2022, by VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, as Guarantors, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Lender.

3. Pledge Agreement, dated as of March 14, 2022, by VeloPay Systems, Inc., as Pledgor, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, pursuant to which VeloPay Systems, Inc. pledged 100% of the equity interests in each of VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC.

4. Deposit Account Control Agreement, dated as of March 21, 2022, among VeloPay Systems, Inc., Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Greaves Bancorp (as Depository Bank), with respect to operating account no. ending in -4782 maintained at Greaves Bancorp

5. Deposit Account Control Agreement, dated as of March 21, 2022, among VeloPay Processing LLC, Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Greaves Bancorp (as Depository Bank), with respect to operating account no. ending in -4799 maintained at Greaves Bancorp

6. Deposit Account Control Agreement, dated as of March 21, 2022, among PayStream Gateway LLC, Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Harborview Savings Bank (a division of Strathmore Financial) (as Depository Bank), with respect to operating account no. ending in -6310 maintained at Harborview Savings Bank. 7. intellectual Property Security Agreement, dated as of March 14,

9. Intercompany Subordination Agreement, dated as of March 14, 2022, by and among VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC, and Meridian Commercial Credit Corp., as Administrative Agent.

10. Perfection Certificate, dated as of March 14, 2022, delivered by VeloPay Systems, Inc. and each Guarantor to Meridian Commercial Credit Corp. in connection with the closing of the Existing Credit Agreement. Note: To the extent any additional ancillary documents, side letters, or other instruments were executed and delivered in connection with the Existing Credit Agreement and the transactions contemplated thereby