Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the key terms, coverage, exclusions, retention structure, and claims procedures under the buyer-side representations and warranties ("R&W") insurance policy issued by Oakbridge Omnivrel Insurance Group (the "R&W Policy" or the "Policy") in connection with the acquisition (the "Acquisition" or the "Transaction") of VeloPay Systems, Inc. ("VeloPay" or

II. Transaction Overview A. Parties to the Transaction The principal parties to the Transaction are as follows: Buyer. Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (EIN: 87-4231956). The general partner of HPE Fund IV is Harrowgate Capital Management IV LLC (EIN: 87-4231847), a Delaware limited liability company headquartered at 300 King Street, Suite 4200, Wilmington, Delaware 19801. HPE Fund

III. R&W Insurance Policy — Key Terms This Section III provides a summary of the key commercial and structural terms of the R&W Policy. The descriptions set forth below are intended as a summary only and are qualified in their entirety by the actual terms and conditions of the Policy, a copy of which is attached hereto as Attachment A. A. Named Insured The named insured under the Policy is Harrowgate Private Equity F

IV. Retention (Self-Insured Retention) Structure A. Total Retention Amount The R&W Policy contains a retention (functionally equivalent to a deductible) of $19,000,000, which is equal to 1% of the aggregate merger consideration of $1,900,000,000. The retention represents the aggregate amount of covered losses that must be borne by the Seller and the Buyer before the R&W Policy begins to respond to any covered loss. T

V. Scope of Coverage A. Covered Representations and Warranties The R&W Policy covers losses arising from breaches of the representations and warranties made by VeloPay Systems, Inc. in Article III of the Merger Agreement (execution version, dated March 18, 2025). The Policy is structured as a "wrap" around the Merger Agreement representations, meaning that the scope of covered representations is defined by reference

VI. Exclusions from Coverage A. Buyer's Knowledge Exclusion The R&W Policy contains a Buyer's Knowledge Exclusion, which is the single most important exclusion in any buyer-side R&W insurance policy. Under this exclusion, the Policy does not cover losses arising from breaches of representations and warranties of which the "deal team" of the Named Insured (HPE Fund IV) had actual knowledge as of the date of the Policy

1. Purchase Price Adjustments. Losses that constitute or are recoverable through purchase price adjustment mechanisms under the Merger Agreement. It should be noted that the Merger Agreement in this Transaction does not contain a post-closing purchase price adjustment mechanism (e.g., a working capital adjustment). Accordingly, this exclusion has limited practical application in the context of this Transaction.

2. Forward-Looking Statements and Projections. Losses arising from the inaccuracy of any projection, forecast, estimate, or forward-looking statement made by VeloPay or included in any materials provided to HPE Fund IV in connection with the Transaction. This exclusion is consistent with the material adverse effect carve-out in the Merger Agreement for the failure to meet financial projections (as distinguished from

3. Covenants and Pre-Closing Obligations. Losses arising from breaches of covenants (as opposed to representations and warranties). R&W insurance is designed to cover breaches of representations and warranties only, and does not extend to breaches of the Seller's pre-closing covenants (e.g., the covenant to operate VeloPay in the ordinary course of business between signing and closing) or post-closing covenants.

4. Transfer Pricing Adjustments. Losses arising from transfer pricing adjustments or reallocations among VeloPay and its international subsidiaries, specifically VeloPay Canada Inc. and VeloPay Europe, Unipessoal Lda. This exclusion was identified as a negotiated exclusion during the underwriting process, following Oakbridge Fidelity's review of the Tax Due Diligence Memorandum prepared by Leonard Cross of Calderwood

5. Certain Environmental Matters. Losses arising from environmental contamination at properties not owned or operated by VeloPay, including third-party disposal sites. Because VeloPay leases (and does not own) all of its real property, and because VeloPay's business does not involve the generation, storage, or disposal of hazardous materials in any material quantity, this exclusion has limited scope in the context of

6. Pension and Multiemployer Plan Withdrawal Liability. Losses arising from underfunding of, or withdrawal from, any multiemployer pension plan under Title IV of ERISA. VeloPay does not participate in any multiemployer pension plan, and accordingly this exclusion has no current application. The exclusion is included as a standard policy provision.

7. Criminal Fines and Penalties. Losses constituting criminal fines or penalties imposed on VeloPay or its officers and directors. This exclusion reflects the public policy principle that criminal penalties are not insurable.

8. Fees and Expenses of the Transaction. Losses arising from or constituting transaction-related fees and expenses, including the estimated $48,500,000 in combined buyer and seller transaction expenses incurred in connection with the Merger.

9. Known Matters Disclosed in the No-Fly List. Specific matters identified during the underwriting process that are expressly excluded from coverage, as described in Section VI.C below.

10. Consequential, Punitive, and Multiplied Damages. Losses constituting punitive damages, consequential damages, or multiplied damages. However, an important exception applies: if such damages are awarded to a third party in connection with a third-party claim (e.g., a judgment against VeloPay in a lawsuit brought by a third party), such damages may be covered. This exception is significant because it ensures that H

1. Transfer Pricing Arrangements — VeloPay Canada Inc. / VeloPay Europe, Unipessoal Lda. As discussed in Section VI.B.4 above, any losses arising from transfer pricing adjustments or reallocations among VeloPay and its Canadian and Portuguese subsidiaries are excluded from coverage. This exclusion was identified based on the findings in Leonard Cross's Tax Due Diligence Memorandum, which noted potential exposure rela

2. Pending Regulatory Inquiry. To the extent that any pre-existing regulatory inquiry or investigation involving VeloPay or its subsidiaries was identified in the Litigation and Contingent Liabilities Due Diligence Memorandum and disclosed during the underwriting process, any losses arising from such known, pre-existing inquiry are excluded from coverage. This exclusion is narrowly tailored to identified inquiries an

3. PayStream Gateway LLC Acquisition (2021; $45 Million). The Policy contains a specific exclusion for any losses related to undisclosed liabilities or breaches of representations relating solely to the pre-acquisition conduct of PayStream Gateway LLC prior to VeloPay's acquisition of PayStream in 2021. This exclusion was included because Oakbridge Fidelity's underwriting review identified the PayStream acquisition a

VII. Interplay with Merger Agreement Indemnification Provisions The R&W Policy is designed to work in conjunction with — not as a replacement for — the indemnification provisions of the Merger Agreement. This section describes the interplay between the Policy and the Merger Agreement's indemnification framework. A. Indemnification Cap Under the Merger Agreement The Merger Agreement provides an aggregate indemnificati

VIII. Claims Procedures This section summarizes the claims procedures under the R&W Policy. Compliance with these procedures is essential to preserve HPE Fund IV's coverage rights. A. Notice Requirements HPE Fund IV must provide written notice to Oakbridge Fidelity of any claim or potential claim "as soon as reasonably practicable" after becoming aware of facts or circumstances that could reasonably give rise to a lo