Contract analysis

Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or

Section 2.1 *Non-Competition Covenant.* During the Restricted Period, Executive shall not, directly or indirectly, whether as an owner, operator, manager, employee, officer, director, partner, member, consultant, advisor, agent, independent contractor, investor, lender, guarantor, licensee, franchisor, franchisee, or in any other capacity whatsoever: (a) engage in, own, manage, operate, control, participate in, consu

Section 2.2 *Permitted Activities; Exceptions.* Notwithstanding the provisions of Section 2.1, the following activities shall not constitute a violation of this Article II: (a) Passive Investment Exception. Executive may own, directly or indirectly, equity securities of any publicly traded company whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Exe

Section 2.3 *No Diversion of Business Opportunities.* During the Restricted Period, Executive shall not divert, or attempt to divert, any business opportunity related to the Business away from any member of the Company Group, whether for Executive's own account or for the benefit of any other Person. Without limiting the generality of the foregoing, Executive shall not refer, direct, or recommend any Customer or pros

ARTICLE III — NON-SOLICITATION AND NO-HIRE

Section 3.1 *Non-Solicitation of Customers.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, induce, encourage, or attempt to solicit, induce, or encourage any Customer to: (a) cease, reduce, limit, or otherwise curtail doing business with any member of the Company Group; (b) divert, redirect, or transfer any busin

Section 3.2 *Non-Solicitation of Suppliers.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, induce, encourage, or attempt to solicit, induce, or encourage any Supplier to cease, reduce, or materially alter its business relationship with any member of the Company Group in a manner that is adverse to the interests o

Section 3.3 *Non-Solicitation and No-Hire of Employees.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person: (a) solicit, recruit, induce, encourage, or attempt to solicit, recruit, induce, or encourage any Key Employee to leave the employ or engagement of any member of the Company Group, or to accept employment or engagement w

Section 3.4 *Exceptions to Non-Solicitation of Employees.* The restrictions set forth in Section 3.3 shall not apply to the following: (a) General Solicitations. General solicitations of employment published in newspapers, trade journals, professional publications, or posted on public internet job boards or social media platforms (including Westmark Health IT job postings, Indeed, Penmark Technologies, and similar pl

Section 3.5 *Non-Interference with Business Relationships.* During the Restricted Period, Executive shall not, directly or indirectly, interfere or attempt to interfere with the business relationships between any member of the Company Group and any Customer, Supplier, payment network partner, acquiring bank sponsor, technology licensor, strategic alliance partner, or other commercial counterparty of any member of the

Section 4.1 *Definition of Confidential Information. "Confidential Information*" means all non-public, proprietary, or confidential information of the Company Group, Parent, or their respective Affiliates, in whatever form or medium (whether written, oral, electronic, visual, or otherwise), that has been disclosed to, developed by, or obtained by Executive at any time before, on, or after the Effective Date, includin

Section 4.2 *Non-Disclosure Obligation.* Executive shall not, at any time during the Restricted Period or thereafter, directly or indirectly, use, disclose, publish, disseminate, communicate, or otherwise make available to any Person any Confidential Information for any purpose whatsoever, other than as expressly required in connection with (a) Executive's authorized activities on behalf of or for the benefit of the

Section 4.3 *Legally Compelled Disclosure.* In the event that Executive is or becomes legally compelled (by subpoena, civil investigative demand, court order, regulatory request, governmental investigation, deposition notice, or similar legal process) to disclose any Confidential Information, Executive shall provide Parent and the Company with prompt written notice thereof (to the extent legally permitted and practic

Section 4.4 *Return of Materials.* Upon the Effective Date and at any time thereafter upon the written request of Parent or the Company, Executive shall promptly return to the Company, or destroy (and certify such destruction in a written instrument delivered to the Company), all documents, records, data, files, correspondence, memoranda, notes, presentations, reports, analyses, compilations, studies, databases, and

Section 4.5 *Defend Trade Secrets Act Notice.* In accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Executive is hereby notified that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an

Section 5.1 *Executive Non-Disparagement.* During the Restricted Period and for a period of two (2) years following the expiration of the Restricted Period (i.e., through and including July 22, 2030), Executive shall not, directly or indirectly, make, publish, ratify, or endorse any statement, whether written, oral, or electronic (including on any social media platform, blog, podcast, or other public forum), that is

Section 5.2 *Company/Parent Non-Disparagement.* During the same period described in Section 5.1 above, Parent and the Company shall instruct their respective senior officers and directors (including any officer at the level of vice president or above and any member of the board of directors or board of managers, as applicable) not to make, publish, ratify, or endorse any statement, whether written, oral, or electroni

Section 5.3 *Permitted Statements.* Nothing in this Article V shall restrict or prohibit (a) truthful statements made in connection with any legal proceeding, arbitration, mediation, regulatory inquiry, or governmental investigation, (b) truthful statements made in response to a subpoena, civil investigative demand, court order, or similar legal process, (c) good-faith internal business communications made within the

Section 6.1 *Reasonableness of Restrictions.* Executive acknowledges and agrees that: (a) Executive's role as Chief Executive Officer and Co-Founder of VeloPay Systems, Inc., together with Executive's approximately 14.2% equity ownership of the Company immediately prior to the Merger, provided Executive with access to the most sensitive and valuable Confidential Information and trade secrets of the Company Group, inc

Section 6.2 *Independent Covenants.* Each restrictive covenant set forth in this Agreement — including, without limitation, the non-competition covenant (Article II), the non-solicitation of customers covenant (Section 3.1), the non-solicitation of suppliers covenant (Section 3.2), the non-solicitation and no-hire of employees covenant (Section 3.3), the non-interference covenant (Section 3.5), the confidentiality ob

Section 7.1 *Irreparable Harm; Equitable Relief.* Executive acknowledges and agrees that a breach or threatened breach of any provision of Article II, Article III, Article IV, or Article V of this Agreement would cause irreparable harm to Parent and the Company Group that cannot be adequately compensated by monetary damages alone, and that the harm resulting from such a breach would be difficult or impossible to calc

Section 7.2 *Tolling and Extension.* If Executive breaches any covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to the breached covenant or covenants shall be automatically extended by a period of time equal to the duration of such breach (measured from the date on which the breach commenced to the date on which the breach is permanently cured or enjoine

Section 7.3 *Monetary Damages.* In addition to the equitable relief described in Section 7.1, Parent and each member of the Company Group shall be entitled to recover all damages (including direct damages, consequential damages, incidental damages, lost profits, diminution in value, and loss of goodwill) arising from or relating to Executive's breach of any provision of this Agreement. The prevailing party in any act

Section 7.4 *Set-Off Rights.* Without limiting any other remedies available to Parent or the Company Group at law or in equity, Parent shall have the right, but not the obligation, to set off any amounts owed by Executive on account of a breach of this Agreement against: (a) any amounts otherwise payable to Executive under the Merger Agreement (including any deferred consideration, earnout payments, escrow distributi

ARTICLE VIII — JUDICIAL MODIFICATION / BLUE PENCIL

Section 8.1 *Severability and Reformation.* The Parties intend that the covenants and restrictions contained in this Agreement shall be enforceable to the fullest extent permitted by applicable law. If, however, any provision of this Agreement (or any part thereof) is held by a court of competent jurisdiction to be unenforceable, invalid, or unreasonable in scope, duration, geographic extent, or any other respect, th

ARTICLE IX — TERM AND TERMINATION

Section 9.1 *Term.* This Agreement shall become effective upon the Effective Date (July 22, 2025, at the Effective Time) and shall remain in full force and effect until the later of: (a) the expiration of the Restricted Period (July 22, 2028) with respect to the non-competition covenants set forth in Article II and the non-solicitation and no-hire covenants set forth in Article III (subject to extension pursuant to S

Section 9.2 *Survival.* The obligations and provisions set forth in Article IV (Confidentiality), Article V (Non-Disparagement), Article VI (Acknowledgements), Article VII (Remedies), Article VIII (Judicial Modification / Blue Pencil), Article X (General Provisions), and this Section 9.2 shall survive the expiration or termination of the Restricted Period and shall continue in full force and effect in accordance with

ARTICLE X — GENERAL PROVISIONS

Section 10.1 *Governing Law.* This Agreement, and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with 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 laws provision or rule (whether of the State of

Section 10.2 *Jurisdiction and Venue.* Each Party hereby irrevocably and unconditionally 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 over a particular matter, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for the adjudicatio

Section 10.3 *Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESE

Section 10.4 *Entire Agreement.* This Agreement, together with the Merger Agreement, the Rollover Agreement, and the Stockholder Representative Agreement (and, in each case, all exhibits, schedules, and annexes thereto), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, represent

Section 10.5 *Amendment and Waiver.* This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties against whom enforcement of such waiver is sought. No waiver by any Part

Section 10.6 *Assignment.* Executive may not assign, delegate, or otherwise transfer this Agreement or any of Executive's rights, duties, or obligations hereunder, in whole or in part, without the prior written consent of Parent and the Company, and any purported assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Parent and the Company may assign their respectiv

Section 10.7 *Notices.* All notices, demands, requests, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered personally to the intended recipient, (b) on the next business day following deposit with a nationally recognized overnight courier service (with tracking and proof of delivery) for next-busines

Section 10.8 *No Third-Party Beneficiaries.* Except as expressly provided in this Section 10.8, this Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement. Notwithsta

Section 10.9 *Interpretation.* For purposes of this Agreement: (a) references to "directly or indirectly" include, without limitation, acting through any Affiliate, family member (including any spouse, domestic partner, parent, sibling, child, or other relative of Executive), trust, estate, entity, or any other Person on behalf of, for the benefit of, or at the direction of Executive; (b) the headings and captions in

Section 10.10 *Counterparts.* 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 a signature page of this Agreement by electronic mail (including in portable document format (.pdf)) or by any other electronic means intended to preserve the original g

Section 10.11 *Expenses.* Except as otherwise expressly provided in this Agreement (including Section 7.3 regarding attorneys' fees in the event of a breach), each Party shall bear its own costs and expenses (including legal fees, accounting fees, and advisory fees) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement.

Section 10.12 *Relationship to Other Agreements.* In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Merger Agreement, (a) the Merger Agreement shall control with respect to the subject matter of the Merger Agreement (including the determination and payment of merger consideration, the treatment of Company equity awards, representations