Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to close. "Claim Notice" has the meaning set forth in Section 4.1 of this Agreement. "Claim Response" has the meani

Section 1.2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) the headings of the articles and sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) the word "or" is disjunctive bu

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount On the Closing Date (July 22, 2025), Parent shall cause to be deposited with the Escrow Agent, by wire transfer of immediately available funds in United States Dollars, the Escrow Amount of One Hundred Thirty-Three Million Dollars ($133,000,000.00). Such wire transfer shall be made to the Escrow Agent's account at Garrison Trust Company in accordance with the wire instructions s

Section 2.2 — Escrow Account The Escrow Agent shall hold the Escrow Funds in a segregated escrow account designated as "Garrison Trust Company, as Escrow Agent — Harrowgate / VeloPay Indemnification Escrow" (Reference: GT-ESC-2025-07223) (the "Escrow Account"). The Escrow Funds shall be held, invested, and disbursed solely in accordance with the terms and conditions of this Agreement. The Escrow Agent shall not commi

Section 2.3 — Title and Ownership The Escrow Funds shall remain the property of the former stockholders of VeloPay Systems, Inc. (for the avoidance of doubt, as determined immediately prior to the Effective Time and as set forth on the allocation schedule attached hereto as Exhibit B), subject to the claims and rights of Parent and the Surviving Corporation pursuant to the indemnification provisions of Article X of t

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Investment Direction The Escrow Agent shall invest and reinvest the Escrow Funds, including any Earnings thereon, in Permitted Investments as directed jointly by Parent and the Stockholder Representative in a Joint Written Direction delivered to the Escrow Agent. Any such Joint Written Direction shall specify the particular Permitted Investment(s) in which the Escrow Funds are to be invested and the amo

Section 3.2 — Earnings All interest, income, dividends, and other earnings on the Escrow Funds (collectively, "Earnings") shall be credited to and become part of the Escrow Funds held in the Escrow Account. Earnings shall be reinvested in Permitted Investments in accordance with Section 3.1 and shall be disbursed as part of the Escrow Funds in accordance with Article IV and Article V of this Agreement. For the avoida

Section 3.3 — Permitted Investments The Escrow Agent is authorized to invest the Escrow Funds only in the following investments (collectively, "Permitted Investments"): (a) Money market mutual funds that invest exclusively in obligations issued or guaranteed by the United States of America or any agency or instrumentality thereof, and that are rated at least "AAAm" (or equivalent) by Standard & Poor's Ratings Service

Section 3.4 — Tax Reporting The Escrow Agent shall report all Earnings on the Escrow Funds to the Internal Revenue Service (the "IRS") under the tax identification number of the Stockholder Representative (or such other tax identification numbers as the Stockholder Representative may direct in writing, representing the former stockholders of VeloPay Systems, Inc., in each case accompanied by a completed IRS Form W-9

ARTICLE IV — INDEMNIFICATION CLAIMS

Section 4.1 — Claim Notices If Parent or the Surviving Corporation seeks indemnification from the Escrow Funds pursuant to the indemnification provisions set forth in Article X of the Merger Agreement, Parent shall deliver to the Stockholder Representative and the Escrow Agent a written notice (a "Claim Notice") setting forth the following information in reasonable detail: (a) the nature and factual basis of the inde

Section 4.2 — Response to Claim Notice Within thirty (30) days after receipt of a Claim Notice by the Stockholder Representative (the "Response Period"), the Stockholder Representative shall deliver to Parent and the Escrow Agent a written response (a "Claim Response") that either: (a) accepts the Claimed Amount in whole, in which case the claim shall constitute an "Accepted Claim" and disbursement of the applicable

Section 4.3 — Disputed Claims If the Stockholder Representative timely delivers a Claim Response that disputes all or a portion of a Claimed Amount pursuant to Section 4.2(b), the Claimed Amount (or portion thereof) that is the subject of such dispute (the "Disputed Amount") and any undisputed portion thereof shall be treated as follows: (a) Any Accepted Portion of the Claimed Amount that is not disputed by the Stock

Section 4.4 — Disbursement for Accepted Claims Upon receipt of either (a) a Joint Written Direction signed by both Parent and the Stockholder Representative confirming the amount of an Accepted Claim and directing the Escrow Agent to disburse funds from the Escrow Account to Parent (or its designee), or (b) evidence satisfactory to the Escrow Agent (acting reasonably) that the thirty (30)-day Response Period has expi

Section 4.5 — Disbursement Pursuant to Court Order Upon receipt by the Escrow Agent of a certified copy of a final, non-appealable order or judgment of a court of competent jurisdiction (including the Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware) directing the disbursement of all or any portion of the Escrow Funds, the Escrow Agent shall, within five (5)

Section 4.6 — Limitations on Claims The Escrow Funds represent the sole and exclusive source of recovery and recourse for the indemnification obligations of the former stockholders of VeloPay Systems, Inc. under Article X of the Merger Agreement, and neither Parent nor the Surviving Corporation shall have any right to seek indemnification from the former stockholders of VeloPay in excess of the Escrow Funds then held

ARTICLE V — SCHEDULED RELEASES OF ESCROW FUNDS

Section 5.1 — First Release (12-Month Release) On the First Release Date (July 22, 2026, being twelve (12) months after the Closing Date), the Escrow Agent shall release and disburse to the Stockholder Representative (for distribution to the former stockholders of VeloPay Systems, Inc., pro rata in accordance with the allocation schedule attached hereto as Exhibit B and in accordance with the terms of the Merger Agre

Section 5.2 — Second Release (18-Month Release / Final Release) On the Second Release Date (January 22, 2027, being eighteen (18) months after the Closing Date, and coinciding with the expiration of the survival period for the representations and warranties of the Company under the Merger Agreement), the Escrow Agent shall release and disburse to the Stockholder Representative (for distribution to the former stockhol

Section 5.3 — No Release in Excess of Escrow Funds In no event shall the Escrow Agent be required to disburse funds in an amount exceeding the Escrow Funds then held in the Escrow Account. If the aggregate amount of all disbursements otherwise required to be made under this Agreement at any time exceeds the Escrow Funds then available in the Escrow Account, the Escrow Agent shall disburse only such amounts as are the

Section 5.4 — Pro Rata Distributions All distributions to the Stockholder Representative under this Article V shall be made for the account of the former stockholders of VeloPay Systems, Inc. and shall be distributed by the Stockholder Representative to the former stockholders pro rata in accordance with each such former stockholder's respective share of the Aggregate Merger Consideration as set forth in the allocati

ARTICLE VI — DUTIES, RIGHTS, AND PROTECTIONS OF ESCROW AGENT

Section 6.1 — Duties of Escrow Agent The Escrow Agent shall act in accordance with this Agreement and shall have no duties or obligations other than those expressly set forth herein. The Escrow Agent is acting solely as a stakeholder and custodian, and is not a party to, and has no duties, obligations, or liabilities under, the Merger Agreement, the Stockholder Representative Agreement, or any other agreement or inst

Section 6.2 — Standard of Care; Limitation of Liability The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in accordance with the terms of this Agreement, except to the extent that such action or omission is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the Escrow Agent's own willful misconduct, gross neg

Section 6.3 — Reliance on Counsel The Escrow Agent may, at any time and from time to time, consult with legal counsel of its own selection (who may be counsel to the Escrow Agent in other matters), and the advice or opinion of such counsel shall constitute full and complete authorization and protection with respect to any action taken or omitted by the Escrow Agent in good faith and in accordance with such advice or

Section 6.4 — Resignation and Removal The Escrow Agent may resign at any time by providing not less than thirty (30) days' prior written notice to Parent and the Stockholder Representative. Parent and the Stockholder Representative may jointly remove the Escrow Agent at any time by delivering a Joint Written Direction to the Escrow Agent providing not less than thirty (30) days' prior written notice of such removal.

Section 6.5 — Conflicting Instructions; Interpleader If at any time the Escrow Agent receives conflicting instructions from Parent and the Stockholder Representative with respect to the Escrow Funds, or if the Escrow Agent is uncertain as to how to proceed under any provision of this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to: (a) refrain from taking any action (other than continuing to

ARTICLE VII — ESCROW AGENT COMPENSATION AND EXPENSES

Section 7.1 — Fees The Escrow Agent shall be entitled to compensation for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit C (the "Fee Schedule"). All fees of the Escrow Agent shall be payable by Parent, as and when due in accordance with the Fee Schedule. The fees of the Escrow Agent shall not be paid from, or charged against, the Escrow Funds, except as expressly prov

Section 7.2 — Expense Reimbursement In addition to the fees set forth in the Fee Schedule, Parent shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including the reasonable fees and disbursements of legal counsel retained by the Escrow Agent pursuant to Section 6.3, and the reaso

Section 7.3 — Lien The Escrow Agent shall have a prior lien on the Escrow Funds for its unpaid fees and unreimbursed expenses hereunder; provided, however, that the Escrow Agent shall give Parent and the Stockholder Representative at least ten (10) Business Days' prior written notice before exercising any such lien. The Escrow Agent shall not exercise any such lien to the extent that such fees or expenses have been p

ARTICLE VIII — INDEMNIFICATION OF ESCROW AGENT

Section 8.1 — Indemnification by Parent and Stockholder Representative Parent and the Stockholder Representative (the latter solely in his capacity as representative of the former stockholders of VeloPay Systems, Inc., and not in his individual capacity), jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, and affiliates (collectively, the

ARTICLE IX — NOTICES AND WIRE INSTRUCTIONS

Section 9.1 — Notices All notices, requests, instructions, consents, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given and effective: (a) when delivered personally; (b) when sent by electronic mail (with written confirmation of receipt by the receiving party, which confirmation may be by return email); (c) one (1) Business Day after being sent by nationally reco

Section 9.2 — Wire Instructions Wire instructions for the disbursement of Escrow Funds to Parent shall be as set forth in Exhibit A-1 attached hereto. Wire instructions for the disbursement of Escrow Funds to the Stockholder Representative shall be as set forth in Exhibit A-2 attached hereto. Either Parent or the Stockholder Representative may change its wire instructions by delivering a written notice to the Escrow

Section 10.1 — Termination This Agreement shall terminate upon the earlier of: (a) the date on which all Escrow Funds (including all Pending Claim Reserves) have been disbursed in full from the Escrow Account in accordance with the terms of this Agreement; or (b) the date on which a Joint Written Direction is delivered to the Escrow Agent directing the termination of this Agreement and the disbursement of all remaini

Section 10.2 — Continuing Obligations The rights and obligations of the Parties with respect to any Pending Claims and related Pending Claim Reserves shall survive any scheduled release date (including the First Release Date and the Second Release Date) and shall continue in full force and effect until all such Pending Claims have been finally resolved (whether by Joint Written Direction, deemed acceptance, final cou

ARTICLE XI — GENERAL PROVISIONS

Section 11.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal 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 of Delaware.

Section 11.2 — Jurisdiction; Venue Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or the United States District Court for the District of Delaware) for the adjudicatio

Section 11.3 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUNDS, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTAT

Section 11.4 — Entire Agreement This Agreement, together with the Merger Agreement, the Stockholder Representative Agreement, and the Exhibits and Schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and the establishment, maintenance, investment, and disbursement of the Escrow Funds, and supersedes all prior negotiations, representations,

Section 11.5 — Amendments and Waivers This Agreement may be amended, modified, or supplemented only by a written instrument duly executed and delivered by each of Parent, the Stockholder Representative, and the Escrow Agent. No waiver of any provision of this Agreement, and no consent to any departure therefrom, shall be effective unless in writing and signed by the Party granting such waiver or consent. No failure o

Section 11.6 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives, and permitted assigns. No Party may assign or transfer its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties, except that Parent may, without the consent of the other Parties, assig

Section 11.7 — Counterparts; Electronic Signatures This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by means of portable document format (.pdf), Brightwater Software, or any other electronic sign

Section 11.8 — Severability If any provision of this Agreement is held invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provis