Contract analysis

1. Cross-References and Cross-Applicability. The section numbers in these Buyer Disclosure Schedules correspond to the section numbers of the representations and warranties of Buyer and Merger Sub set forth in Article IV of the Merger Agreement. Any information disclosed in any section or subsection of these Buyer Disclosure Schedules shall be deemed disclosed with respect to, and shall be deemed to apply to and qual

2. No Admission of Materiality or Liability. The inclusion of any item or information in these Buyer Disclosure Schedules shall not be deemed to be an admission or acknowledgment that such item or information is required to be disclosed hereunder, that such item or information is material to Buyer or Merger Sub, or that such item or information has had, or would reasonably be expected to have, individually or in the

3. Summaries of Agreements and Documents. These Buyer Disclosure Schedules include brief descriptions or summaries of certain agreements, documents, instruments, and other items. Such descriptions or summaries are qualified in their entirety by reference to the full text of such agreements, documents, instruments, and items, and all such descriptions and summaries are intended merely to provide notice of the existenc

4. Headings. Headings in these Buyer Disclosure Schedules are for convenience of reference only and shall not affect the meaning or interpretation of any provision of these Buyer Disclosure Schedules or the Merger Agreement.

5. No Expansion of Scope. The information contained herein is disclosed solely for purposes of the Merger Agreement and shall not be deemed to constitute an expansion of the scope, or an amendment or modification, of any representation or warranty of Buyer or Merger Sub in the Merger Agreement. Nothing in these Buyer Disclosure Schedules is intended to broaden the scope of any representation, warranty, covenant, or a

6. Knowledge Qualification. Where any disclosure herein is qualified by the phrase "to the knowledge of Buyer" or similar language, such phrase shall have the meaning ascribed to it in the Merger Agreement.

7. Currency. All dollar amounts referenced in these Buyer Disclosure Schedules are in United States Dollars unless otherwise expressly noted. SCHEDULE 4.1 Organization, Good Standing, and Qualification The following information is provided with respect to the organization, good standing, and qualification of Buyer and Merger Sub: A. Buyer — Harrowgate Private Equity Fund IV LP Buyer was formed as a Delaware limited p

1. Equity Commitment Letter. The Equity Commitment Letter, dated February 14, 2025, executed by Harrowgate Capital Management IV LLC on behalf of Harrowgate Private Equity Fund IV LP, requires the equity contribution of $1,140,000,000 to be funded on the Closing Date. No additional consent or approval is required beyond the authorization already obtained by Harrowgate Capital Management IV LLC as general partner of H

2. Debt Commitment Letter. The Debt Commitment Letter, dated February 14, 2025 (Reference: CRE-2025-SPF-0441), from Tralvendo National Bank and Prairie State Bank, N.A., requires the satisfaction of customary conditions precedent to borrowing as set forth therein, including, without limitation, the execution and delivery of definitive credit documentation, the accuracy of specified representations and warranties, and

1. Delaware Certificate of Merger. Filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, to be filed at or immediately prior to the Closing.

2. Hart-Scott-Rodino Antitrust Improvements Act of 1976. Premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. Buyer's HSR filing form was assigned HSR Transaction Number 25-0198374 and was fil

3. Investment Canada Act. Notification filing under the Investment Canada Act (Canada) with the Minister of Innovation, Science and Economic Development Canada (through the Investment Review Division) in connection with the indirect acquisition of VeloPay Canada Inc., a wholly-owned subsidiary of the Company organized under the Canada Business Corporations Act. The notification was filed on May 1, 2025 and was cleare

4. State Money Transmitter Regulatory Approvals. Change-of-control notifications and applications for approval with the applicable state financial regulatory authorities in the following thirty-one (31) states and territories in which the Company or its subsidiaries hold money transmitter licenses or similar authorizations: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illino

5. State Securities and Blue Sky Laws. Such other filings and notices as may be required under applicable state securities or "blue sky" laws in connection with the transactions contemplated by the Merger Agreement, which filings, if any, are expected to be ministerial in nature. SCHEDULE 4.3 Capitalization of Merger Sub The following information is provided with respect to the capitalization of Merger Sub: All 100 i