Contract analysis

Section 1. Recitals and Identification of Certifying Officer The undersigned, Marcus Langford, hereby certifies that he is the duly appointed Chief Financial Officer of VeloPay Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 82-3019478), with its principal executive office located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759 (the "Borrower" or the "Survi

Section 2. Description of the Transactions Pursuant to the Merger Agreement, Merger Sub has merged with and into VeloPay Systems, Inc. in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "Merger"), with VeloPay Systems, Inc. surviving the Merger as a wholly-owned direct subsidiary of HPE Fund IV. The Merger became effective upon the filing of the Certificate of Merge

Section 3. Definitions of Solvency Concepts For purposes of this Certificate, the following terms shall have the meanings set forth below: 3.1 Fair Value "Fair Value" means the amount at which the aggregate assets, both tangible and intangible, of the Borrower and its Subsidiaries, on a consolidated basis, would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time

Section 4. Basis of Certification and Financial Analysis In connection with the preparation and delivery of this Certificate, the undersigned, in his capacity as Chief Financial Officer of the Borrower, has undertaken the following review and analysis: (i) The undersigned has reviewed the consolidated financial statements of VeloPay Systems, Inc. and its Subsidiaries, including the audited consolidated financial stat

Section 5. Solvency Certifications Based upon the review, analysis, and investigation described in Section 4 above, and after giving effect to the Transactions (including all indebtedness incurred, all payments made, and all other obligations assumed in connection therewith) as if such Transactions had occurred simultaneously on the date hereof, the undersigned hereby certifies, in his capacity as Chief Financial Off

Section 6. Assumptions and Qualifications The certifications set forth in Section 5 above are based upon the undersigned's analysis of internal financial information, business plans, financial projections, and estimates that the undersigned believes to be reasonable as of the date hereof. In delivering this Certificate, the undersigned notes the following qualifications and limitations: (a) The undersigned is not exp

Section 7. Reliance This Certificate is delivered for the benefit of Tralvendo National Bank, in its capacity as Administrative Agent for the Term Loan Facility, Prairie State Bank, N.A., in its capacity as Administrative Agent for the Revolving Credit Facility, and each of the Lenders from time to time party to the Credit Agreement, and each such party is entitled to rely on the certifications contained herein in co

Section 8. Execution IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the date first written above. VELOPAY SYSTEMS, INC. (as the Surviving Corporation and Borrower) By: ________ Name: Marcus Langford Title: Chief Financial Officer Date: July 22, 2025 Subsidiary | Jurisdiction | Ownership | Notes VeloPay Processing LLC | Delaware | 100% wholly-owned | Core payment processing operations