Contract analysis

Section 1: Definitions For purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1 "Exclusivity Period" shall mean the period commencing on December 6, 2024 (the date of this Agreement) and continuing through 11:59 p.m. (Eastern Time) on March 7, 2025, representing an initial period of ninety (90) calendar days. The Exclusivity Period shall be subject to the automatic extension an

Section 2: Exclusivity Covenants 2.1 Exclusivity Obligations of VeloPay. During the Exclusivity Period, VeloPay shall not, and shall cause its subsidiaries (including, without limitation, VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) and its and their respective Representatives not to, directly or indirectly: (a) solicit, initi

Section 3: Due Diligence Access and Cooperation 3.1 Data Room Access. During the Exclusivity Period, VeloPay shall provide HPE Fund IV and its Representatives with reasonable access to a virtual data room (the "Data Room") hosted on a platform mutually agreed upon by the parties, containing documents and information reasonably requested by HPE Fund IV in connection with its due diligence review of VeloPay, its subsid

Section 4: Term, Extension, and Termination 4.1 Initial Exclusivity Period. The initial Exclusivity Period shall commence on December 6, 2024 and shall continue for a period of ninety (90) calendar days, expiring at 11:59 p.m. (Eastern Time) on March 7, 2025, unless extended pursuant to Section 4.2 or earlier terminated pursuant to Section 4.3. 4.2 Extension. HPE Fund IV shall have the right, in its sole discretion,

Section 5: No Binding Obligation to Consummate The parties acknowledge and agree that this Agreement does not constitute, and shall not be deemed to constitute, a binding commitment or obligation of either party to enter into, or to consummate, the Proposed Transaction or any other transaction. Neither party shall have any liability to the other party with respect to the Proposed Transaction (whether in contract, tor

Section 6: Remedies The parties acknowledge and agree that a breach or threatened breach of the exclusivity covenants set forth in Section 2 of this Agreement would cause irreparable harm to HPE Fund IV that could not be adequately compensated by monetary damages alone. In the event of any such breach or threatened breach by VeloPay or any of its subsidiaries or Representatives, HPE Fund IV shall be entitled to seek

Section 7: Expenses Each party shall bear and be solely responsible for its own costs and expenses (including, without limitation, the fees and disbursements of its respective financial advisors, investment bankers, legal counsel, accountants, and other advisors and consultants) incurred in connection with the negotiation, execution, and delivery of this Agreement, the evaluation of the Proposed Transaction, the cond

Section 8: Governing Law; Jurisdiction; Waiver of Jury Trial 8.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State o

Section 9: Miscellaneous Provisions 9.1 Entire Agreement. This Agreement, together with the NDA dated October 14, 2024, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, commitments, representations, and understandings (whether written or oral) between the parties with respect to such subje