Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the terms of the Directors' and Officers' Liability Insurance tail (run-off) policy negotiated for the benefit of the pre-closing directors and officers of VeloPay Systems, Inc. ("VeloPay" or the "Company") in connection with the pending $1.9 billion reverse triangular merger (the "Merger") between Harrowgate Private Equity Fund IV LP ("HPE Fund IV") a

II. Background and Contractual Obligations A. Merger Agreement Requirements

Section 7.5(a) of the Merger Agreement (the "D&O Insurance Covenant") imposes a binding obligation on HPE Fund IV, Merger Sub, and the Surviving Corporation (VeloPay, as the surviving entity in the reverse triangular merger with Merger Sub) with respect to the procurement and maintenance of D&O insurance for the benefit of VeloPay's pre-closing directors and officers. In relevant part, Section 7.5(a) provides that: "

1. Coverage Scope: The tail policy must provide coverage that is no less favorable in scope and terms than VeloPay's existing D&O policy as of March 18, 2025, the date of the Merger Agreement.

2. Coverage Amount: The aggregate limits of the tail policy must equal or exceed the aggregate limits of VeloPay's existing D&O policy as in effect on March 18, 2025.

3. Coverage Period: The tail policy must cover claims first made during a period of not less than six (6) years following the Effective Time (i.e., through at least July 22, 2031).

4. Covered Acts: The tail policy must cover claims arising from facts or events that occurred on or before the Effective Time.

5. Premium Cap: The aggregate premium for the tail policy may not exceed the Maximum Premium, calculated as 300% of VeloPay's last annual D&O premium. With respect to the premium cap calculation, VeloPay's last annual premium for its existing D&O insurance program was approximately $780,000 per annum, as confirmed by Marcus Langford, VeloPay's Chief Financial Officer, and corroborated by Greystone Risk Advisors durin

III. Summary of Key Policy Terms A. Carrier and Broker Information The tail policy has been placed with Continental Shield Insurance Company, a specialty lines insurer headquartered at 400 Park Avenue, 18th Floor, New York, NY 10022. Continental Shield is a well-established carrier in the directors' and officers' liability insurance market, with deep experience in the placement of tail and run-off policies in connect

IV. Key Exclusions and Limitations A. Standard Exclusions Like all D&O insurance policies, the Continental Shield tail policy contains a number of exclusions that limit the scope of coverage. These exclusions are generally consistent with market-standard D&O policy language and are intended to exclude categories of loss that are either uninsurable as a matter of public policy, covered by other types of insurance, or

1. Fraud / Dishonesty Exclusion. The policy excludes coverage for Claims arising from deliberately fraudulent or dishonest acts or omissions, or willful violations of law, by an Insured Person. This exclusion applies only if the fraudulent, dishonest, or willful conduct is established by a final, non-appealable adjudication in the underlying proceeding (or, in certain policy forms, by a final adjudication in any proc

2. Personal Profit / Illegal Remuneration Exclusion. The policy excludes coverage for Claims seeking the return of any profit, remuneration, or advantage to which the Insured Person was not legally entitled, where such profit, remuneration, or advantage was gained by the Insured Person as a result of conduct that is established by a final, non-appealable adjudication to have been illegal or in violation of the Insure

3. Insured vs. Insured Exclusion. The policy excludes coverage for Claims brought by or on behalf of one Insured Person against another Insured Person, or by or on behalf of the company (VeloPay / the Surviving Corporation) against an Insured Person. This exclusion is designed to prevent collusive claims where insured parties manufacture litigation to access policy proceeds. However, the insured vs. insured exclusion

4. Prior or Pending Litigation Exclusion. The policy excludes coverage for Claims arising from, based upon, or attributable to any litigation, proceeding, or investigation that was pending as of the inception date of the tail policy (July 22, 2025), or based upon, arising from, or attributable to the same or substantially similar facts, circumstances, or allegations as any such pending matter. This exclusion also ext

5. Bodily Injury / Property Damage Exclusion. The policy excludes coverage for Claims alleging, arising from, or relating to bodily injury, sickness, disease, emotional distress (if resulting from bodily injury), death, or damage to or destruction of tangible property. These types of losses are properly covered under other insurance lines, such as general liability, workers' compensation, and property insurance.

6. ERISA Exclusion. The policy excludes coverage for Claims arising under or related to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including claims alleging breach of fiduciary duty under ERISA Sections 404 and 405. ERISA-related exposures are typically addressed through a separate fiduciary liability insurance policy. We note that VeloPay maintains a separate fiduciary liability polic

7. Pollution / Environmental Exclusion. The policy excludes coverage for Claims arising from, based upon, or attributable to the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, or escape of pollutants or contaminants into or upon the environment, or any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize pollutants or contaminants. Env

1. Insured vs. Insured Exclusion — Carve-Backs. The insured vs. insured exclusion is subject to carve-backs (exceptions to the exclusion) that preserve coverage for certain categories of claims that, while technically brought by one insured against another, represent legitimate claims that the policy should cover. Specifically, the following carve-backs have been confirmed or are being negotiated: (a) Derivative Acti

2. Fraud / Dishonesty Exclusion — Final Adjudication and Severability. We have confirmed that the fraud/dishonesty exclusion contains two important protections for Insured Persons: (a) Final Adjudication Requirement: The exclusion applies only upon a final, non-appealable adjudication in the underlying proceeding (or, depending on the policy form, in any proceeding). Mere allegations of fraud or dishonesty do not tri

3. No Change of Control Exclusion. We have confirmed that the tail policy does not contain any exclusion for Claims arising from, related to, or in connection with a change of control of VeloPay. This is essential, given that the Merger itself constitutes a change of control, and many of the Claims most likely to be asserted against pre-closing directors and officers will relate to their conduct in connection with th

4. No Transaction Exclusion. We have confirmed that the policy does not contain an exclusion for Claims arising from or relating to the Merger itself or the related transactions contemplated by the Merger Agreement. This is important because a significant portion of the D&O risk in the post-closing environment relates to potential challenges to the Merger, including claims that the board of directors breached its fid

V. Interplay with R&W Insurance and Indemnification Framework A. Distinction from R&W Insurance It is important to clearly distinguish the D&O tail policy from the buyer-side representations and warranties insurance policy (the "R&W Policy") that has been procured by HPE Fund IV in connection with the Merger. The R&W Policy has been placed with Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187), with a

VI. Compliance with Merger Agreement Covenants Based on our review of the proposed tail policy terms as described in this memorandum and as communicated by Greystone Risk Advisors, we confirm that the Continental Shield D&O tail policy (Policy No. CSI-DOT-2025-4821) satisfies each element of the D&O Insurance Covenant set forth in Section 7.5(a) and (b) of the Merger Agreement: Subject to final confirmation of the ag

VII. Closing Mechanics and Deliverables A. Binding and Payment The following steps must be completed in connection with the binding of the D&O tail policy and the payment of the premium at Closing:

1. Binding: The tail policy will be bound effective at the Effective Time of the Merger on July 22, 2025. Greystone Risk Advisors will coordinate with Continental Shield to issue a binder or evidence of coverage reflecting the binding of the policy, conditioned only on the occurrence of the Effective Time and receipt of the premium payment.

2. Premium Payment: The premium of $2,150,000 must be wired to Continental Shield Insurance Company on or before the Closing. Wire instructions for the premium payment have been requested from Greystone Risk Advisors and will be incorporated into the Funds Flow Memorandum being prepared by Calderwood & Harkness. The premium will be funded by the Surviving Corporation (or by HPE Fund IV on its behalf) from closing fun

3. Evidence of Coverage: Greystone Risk Advisors will provide confirmation of binding and evidence of coverage (in the form of a binder, certificate of insurance, or cover note) prior to the Closing. This evidence of coverage will be delivered as a closing deliverable pursuant to the Master Closing Checklist (Item No. 87 — "D&O Tail Policy: Evidence of Binding and Coverage").

4. Funds Flow: The $2,150,000 premium payment will be included as a line item in the Funds Flow Memorandum, with wire instructions for payment to Continental Shield. Calderwood & Harkness will coordinate with Garrison Trust Company and the parties' respective counsel to ensure that the premium payment is included in the closing funds flow and executed on schedule. B. Documentation. The following documentation will be

1. Policy Binder / Certificate of Insurance: To be provided by Greystone Risk Advisors prior to Closing and delivered as a closing deliverable.

2. Original Policy: The original policy document will be issued by Continental Shield following the Closing. Policy issuance typically occurs within 30 to 60 days following binding. Upon receipt, the original policy will be reviewed by Calderwood & Harkness to confirm that the terms are consistent with the binder and the terms described in this memorandum.

3. Calderwood & Harkness Closing File: A copy of the binder, certificate of insurance, and (upon receipt) the original policy will be retained in the Calderwood & Harkness closing file for Matter No. 1003-00003.

4. Insurance Deliverables Checklist: Derek Okonkwo is maintaining a comprehensive Insurance Deliverables Checklist that tracks all insurance-related closing deliverables, including the D&O tail policy binder, the R&W insurance policy, and all other insurance certificates and evidence of coverage required in connection with the Closing.

5. Broker Confirmation Letter: Stephen Hargrave of Greystone Risk Advisors will provide a formal confirmation letter confirming the placement of the tail policy, summarizing the key terms of coverage, and confirming that the policy has been bound effective at the Effective Time. C. Post-Closing Administration Following the Closing, the administration and oversight of the D&O tail policy will transition to the Survivi

1. Policyholder: The Surviving Corporation (VeloPay Systems, Inc., as a wholly-owned subsidiary of HPE Fund IV) will be the named policyholder and will be responsible for all policyholder obligations during the six-year tail period, including claims reporting, cooperation with the Carrier, and compliance with policy conditions.

2. Claims Reporting: All Claims and circumstances that could give rise to Claims must be reported promptly to Continental Shield during the policy period in accordance with the policy's notice provisions. Timely reporting is essential to preserving coverage under a claims-made policy. Failure to report a Claim or a circumstance within the policy period could result in a denial of coverage. The Surviving Corporation's

3. Post-Closing Obligations Tracker: Calderwood & Harkness will include the D&O tail policy in the Post-Closing Obligations Tracker maintained for HPE Fund IV and the Surviving Corporation. The following key dates and obligations will be tracked: • Policy Inception: July 22, 2025 • Policy Expiration: July 22, 2031 • Claims Reporting Obligations: Ongoing throughout the six-year tail period; annual reminder notices to

4. Coordination with Surviving Corporation Legal Department: Danielle Moreau, currently serving as VeloPay's General Counsel, and the successor legal department of the Surviving Corporation, will serve as the primary points of contact for D&O tail policy administration. Calderwood & Harkness will provide a briefing to the Surviving Corporation's legal team at or shortly after Closing, covering the key terms of the ta

5. Ongoing Monitoring: HPE Fund IV and the Surviving Corporation should implement internal compliance procedures to ensure that any threatened or actual claims against pre-closing directors and officers are promptly identified, evaluated, and reported to Continental Shield. This includes monitoring for litigation, regulatory investigations, and written demands received by the Surviving Corporation or any Insured Pers

VIII. Risk Considerations and Open Items A. Key Risk Areas While the D&O tail policy provides comprehensive coverage for the Insured Persons, it is important to identify the principal risk areas that may give rise to Claims during the tail period. Based on our review of VeloPay's business, the Merger transaction, and the due diligence materials, we have identified the following key risk areas:

1. Merger-Related Claims. The most significant near-term D&O risk relates to potential challenges to the Merger itself. VeloPay's stockholders may assert claims challenging the adequacy of the $20.00 per share merger consideration, alleging that the board of directors breached its fiduciary duties in connection with the sale process, or contending that the proxy statement/prospectus contained material misstatements o