Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Closing" means the closing of the Merger as defined in, and in accordance with the terms and conditions of, the Merger Agreement. "Closing Date" means the date on which the Closing occurs. The anticipated Closing Date is July 22, 2025, although the actual Closing Date shall be determined in accordance

Section 1.2 — Interpretation In this Agreement, unless the context otherwise requires: (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." (c) The words "

ARTICLE II — ROLLOVER CONTRIBUTIONS

Section 2.1 — Rollover Amounts Each Rollover Participant agrees to contribute, and hereby irrevocably commits to contribute, the Rollover Amount set forth opposite such Rollover Participant's name in the table below to the Co-Invest Vehicle in accordance with the terms and conditions of this Agreement: Each Rollover Participant agrees that, immediately prior to or substantially concurrent with the Effective Time, a p

Section 2.2 — Mechanics of Contribution (a) Direction and Authorization. Each Rollover Participant hereby irrevocably authorizes, directs, and instructs HPE Fund IV (or, as applicable, the Surviving Corporation or the Paying Agent acting on behalf of HPE Fund IV or the Surviving Corporation) to withhold from the cash Merger Consideration otherwise payable to such Rollover Participant at the Effective Time an amount i

Section 2.3 — Issuance of Rollover Interests In consideration for each Rollover Participant's contribution of their respective Rollover Amount to the Co-Invest Vehicle in accordance with the terms and conditions of this Agreement, the Co-Invest Vehicle shall, at the Closing, issue to each Rollover Participant limited partnership interests in the Co-Invest Vehicle having an aggregate value equal to such Rollover Parti

Section 2.4 — Adjustment of Rollover Amounts The Rollover Amounts set forth in Section 2.1 are fixed as of the date of this Agreement and shall not be subject to adjustment, increase, or decrease except with the prior mutual written consent of HPE Fund IV, the Co-Invest Vehicle, and the applicable Rollover Participant. No Rollover Participant shall have the right to unilaterally increase or decrease its Rollover Amou

Section 2.5 — Tax Treatment (a) Intended Tax Treatment. The Parties intend that the contribution of each Rollover Amount to the Co-Invest Vehicle in exchange for the Rollover Interests shall be treated as a taxable exchange for United States federal income tax purposes. Each Rollover Participant acknowledges and agrees that, for United States federal income tax purposes, the contribution of such Rollover Participant'

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER PARTICIPANTS Each Rollover Participant, severally and not jointly, hereby represents and warrants to HPE Fund IV and the Co-Invest Vehicle as follows:

Section 3.1 — Authorization Such Rollover Participant has full legal capacity and authority to execute and deliver this Agreement and to perform such Rollover Participant's obligations hereunder. This Agreement has been duly executed and delivered by such Rollover Participant and constitutes the legal, valid, and binding obligation of such Rollover Participant, enforceable against such Rollover Participant in accorda

Section 3.2 — Ownership of VeloPay Shares (a) Nathan Aldridge represents and warrants that he is the beneficial owner of approximately 14.2% of the outstanding shares of VeloPay common stock, and that such shares are owned by him free and clear of all liens, pledges, charges, security interests, mortgages, encumbrances, options, rights of first refusal, preemptive rights, and other restrictions or limitations of any

Section 3.3 — Investment Representations Each Rollover Participant represents and warrants to HPE Fund IV and the Co-Invest Vehicle as follows: (a) Investment Intent. Such Rollover Participant is acquiring the Rollover Interests solely for such Rollover Participant's own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securi

Section 3.4 — No Conflicts The execution, delivery, and performance by such Rollover Participant of this Agreement, and the consummation by such Rollover Participant of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of or default under any provision of any agreement, contract, instrument, order, judgment, decree, or ruling to which such Rollover Participant

Section 3.5 — No Brokers Such Rollover Participant has not incurred, and will not incur, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, or agent has been retained by or on behalf of such Rollover Participant in connection herewith. Such Rollover Participant acknowledges that Ve

Section 3.6 — Tax Advice Such Rollover Participant acknowledges that (a) such Rollover Participant has had the opportunity to consult with, and has consulted with or has had a reasonable opportunity to consult with, such Rollover Participant's own independent tax, legal, and financial advisors regarding the tax consequences of the transactions contemplated by this Agreement, including the contribution of the Rollover

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF HPE FUND IV AND THE CO-INVEST VEHICLE Each of HPE Fund IV and the Co-Invest Vehicle hereby represents and warrants to each Rollover Participant as follows:

Section 4.1 — Organization and Authority (a) HPE Fund IV is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal place of business at 300 King Street, Suite 4200, Wilmington, Delaware 19801, and bearing Employer Identification Number 87-4231956. HPE Fund IV has the requisite limited partnership power and authority to enter into this A

Section 4.2 — Authorization; Binding Obligation The execution, delivery, and performance of this Agreement by HPE Fund IV and the Co-Invest Vehicle, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary partnership action on the part of HPE Fund IV and the Co-Invest Vehicle and all necessary limited liability company action on the part of the General Partner. No othe

Section 4.3 — Issuance of Rollover Interests The Rollover Interests, when issued and delivered to the Rollover Participants in accordance with the terms and conditions of this Agreement and the Co-Invest Vehicle LPA, will be duly authorized, validly issued, and fully paid (to the extent applicable to limited partnership interests), and will be free and clear of all Liens, other than (a) restrictions on transfer arisi

Section 4.4 — No Conflicts The execution, delivery, and performance by HPE Fund IV and the Co-Invest Vehicle of this Agreement, and the consummation by HPE Fund IV and the Co-Invest Vehicle of the transactions contemplated hereby, do not and will not (a) conflict with or violate the certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement, or oth

Section 5.1 — Cooperation Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or desirable, or advisable under applicable law, to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including the execution and delivery of all instruments, agreements, certific

Section 5.2 — Co-Invest Vehicle LPA (a) Each Rollover Participant hereby covenants and agrees that such Rollover Participant shall execute and deliver the Co-Invest Vehicle LPA (or a joinder thereto substantially in the form attached hereto as Exhibit B) no later than the Closing Date. The General Partner shall deliver or make available to each Rollover Participant a substantially final form of the Co-Invest Vehicle

Section 5.3 — Confidentiality (a) Each Rollover Participant shall maintain the confidentiality of the existence and terms of this Agreement, the Co-Invest Vehicle LPA, and all non-public information relating to HPE Fund IV, the Co-Invest Vehicle, and the transactions contemplated hereby (collectively, "Confidential Information"), and shall not disclose any Confidential Information to any person other than such Rollov

Section 5.4 — Stockholder Support Agreement and Written Consent (a) Each Rollover Participant acknowledges and confirms that, concurrently with the execution and delivery of this Agreement, such Rollover Participant is executing and delivering the Stockholder Support Agreement, dated as of March 18, 2025, by and among HPE Fund IV, Merger Sub, and such Rollover Participant, pursuant to which, among other things, such

Section 5.5 — Non-Competition Agreements Each Rollover Participant acknowledges and agrees that, concurrently with or prior to the Closing, such Rollover Participant shall execute and deliver a Non-Competition and Non-Solicitation Agreement with HPE Fund IV and the Surviving Corporation (each, a "Non-Competition Agreement"), which Non-Competition Agreement shall contain customary restrictive covenants, including non-

Section 5.6 — Transfer Restrictions From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article VII, no Rollover Participant shall, directly or indirectly, sell, transfer, assign, pledge, hypothecate, encumber, grant any option or right to purchase, or otherwise dispose of (collectively, "Transfer"), or enter into any agreement, arrangement, or understandi

Section 5.7 — Further Assurances Each Party shall, from time to time after the date hereof, execute and deliver such additional instruments, documents, conveyances, agreements, and other writings, and shall take such further actions, as may be reasonably requested by any other Party to carry out, evidence, and confirm the intended purposes of this Agreement and the transactions contemplated hereby, in each case at th

ARTICLE VI — CONDITIONS TO CLOSING

Section 6.1 — Conditions to the Obligations of All Parties The obligation of each Party to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by all Parties) of each of the following conditions: (a) Consummation of the Merger. The Closing of the Merger shall have occurred, or shall be occurring substantially s

Section 6.2 — Conditions to the Obligations of HPE Fund IV and the Co-Invest Vehicle The obligation of HPE Fund IV and the Co-Invest Vehicle to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction (or waiver by HPE Fund IV in its sole discretion) of each of the following additional conditions: (a) Representations and Warranties. Each representation and warranty of t

Section 6.3 — Conditions to the Obligations of the Rollover Participants The obligation of each Rollover Participant to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction (or waiver by such Rollover Participant) of each of the following additional conditions: (a) Representations and Warranties. Each representation and warranty of HPE Fund IV and the Co-Invest Vehi

Section 6.4 — Frustration of Conditions No Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such Party's failure to use commercially reasonable efforts to consummate the transactions contemplated by this Agreement, as required by, and subject to the terms of, Section 5.1.

Section 7.1 — Termination Events This Agreement shall automatically terminate, without any action or further notice required by or on behalf of any Party, upon the earliest to occur of: (a) the valid termination of the Merger Agreement in accordance with its terms, whether due to the exercise of a fiduciary out by the VeloPay board of directors, the failure of any condition to the Closing of the Merger, the expiratio

Section 7.2 — Effect of Termination (a) Upon the termination of this Agreement in accordance with Section 7.1, this Agreement shall become void and shall have no further force or effect, and no Party shall have any liability or obligation to any other Party arising out of or relating to this Agreement or the transactions contemplated hereby, except that: (i) this Section 7.2 and Article VIII (Miscellaneous) shall sur

Section 8.1 — Notices All notices, requests, claims, demands, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given, made, or received (i) on the date of delivery if delivered in person or by hand delivery, (ii) on the first business day following the date of dispatch if sent by a nationally recognized overnight courier service (with tracking and proof of delivery)

Section 8.2 — Entire Agreement This Agreement, together with the Merger Agreement, the Stockholder Support Agreement, the Co-Invest Vehicle LPA (when executed), the Non-Competition and Non-Solicitation Agreements (when executed), and any exhibits and schedules hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior and conte

Section 8.3 — Amendment and Waiver (a) No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by HPE Fund IV, the Co-Invest Vehicle (acting through the General Partner), and each Rollover Participant. (b) No waiver of any provision of this Agreement, and no consent to any departure from the terms of any provision of this Agreement, shall be effective unless i

Section 8.4 — Assignment No Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Parties; provided, however, that HPE Fund IV may, without the consent of any other Party, assign any or all of its rights and obligations under this Agreement to any affiliate of HPE Fund IV; provided, further, that no such assignment shall relieve HPE Fund IV o

Section 8.5 — 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 of law 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 8.6 — Jurisdiction; Venue (a) Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only 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, if (and only if) neither the Court of

Section 8.7 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRA

Section 8.8 — Specific Performance The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, each Party shall be entitled to an injunction or injunctions, specific performan