Contract analysis

Section 1.1 Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Stockholder Support Agreement, including all Schedules and Exhibits hereto, as may be amended, supplemented, or modified from time to time in accordance with Section 7.3 hereof. "Company" means VeloPay Systems, Inc., a Delaware corporation. "Company Common Stock" means shares of commo

Section 1.2 Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) References to "Sections," "Articles," "Schedules," and "Exhibits" shall refer to Sections and Articles of, and Schedules and Exhibits to, this Agreement unless otherwise indicated. (b) The headings and captions of the Articles, Sections, and other subdivisions of this Agreement ar

ARTICLE II — AGREEMENT TO VOTE / DELIVER WRITTEN CONSENT

Section 2.1 Agreement to Deliver Written Consent and Vote (a) Each Stockholder irrevocably and unconditionally agrees that, promptly (and in any event within two (2) business days) following the execution and delivery of this Agreement, or at any time hereafter at the written request of Parent, such Stockholder shall execute and deliver (or cause to be executed and delivered) a Written Consent with respect to all of

Section 2.2 Agreement to Vote Against Competing Proposals Each Stockholder irrevocably and unconditionally agrees that, from the date hereof until the Expiration Date, at any meeting of the stockholders of the Company (whether annual or special, and at every adjournment or postponement thereof) and on every action or approval by Written Consent of the stockholders of the Company for which such Stockholder's vote or c

Section 2.3 Revocation of Proxies (a) Each Stockholder hereby represents that any proxies, powers of attorney, instructions, or other authority heretofore given by such Stockholder in respect of the voting of any of such Stockholder's Covered Shares that would be inconsistent with the obligations of such Stockholder under this Article II are hereby revoked, and that no subsequent proxy, power of attorney, instruction

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER Each Stockholder hereby severally and not jointly represents and warrants to Parent as follows:

Section 3.1 Authority; Binding Agreement (a) If such Stockholder is an entity: such Stockholder is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation. Without limiting the generality of the foregoing: (i) Ridgeline Ventures Fund III LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State o

Section 3.2 Ownership of Shares (a) Such Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number of Owned Shares of Company Common Stock set forth opposite such Stockholder's name on Schedule A hereto. As of the date hereof, the Owned Shares set forth on Schedule A constitute all of the shares of Company Common Stock owne

Section 3.3 No Conflicts The execution, delivery, and performance of this Agreement by such Stockholder, and the consummation of the transactions contemplated hereby, will not (a) if such Stockholder is an entity, violate, conflict with, or result in any breach of any provision of such Stockholder's certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company

Section 3.4 No Litigation There is no action, suit, claim, proceeding, arbitration, or investigation pending or, to the knowledge of such Stockholder, threatened in writing against such Stockholder or any of such Stockholder's properties or assets (including the Owned Shares) before or by any court, arbitrator, or governmental authority that would reasonably be expected to impair, prevent, or materially delay such St

Section 3.5 No Finder's Fees No broker, finder, investment banker, financial advisor, or other intermediary is entitled to any brokerage, finder's, or similar fee or commission from Parent, Merger Sub, or any of their respective affiliates in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder. For the avoidance of doubt, this represe

Section 3.6 Reliance Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement and the representations, warranties, covenants, and agreements of such Stockholder contained herein. Such Stockholder has had the opportunity to review the Merger Agreement and this Agreement with such Stockhol

ARTICLE IV — COVENANTS OF EACH STOCKHOLDER

Section 4.1 Restriction on Transfer (a) From the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (i) Transfer any of such Stockholder's Covered Shares or any interest therein, (ii) enter into any agreement, arrangement, or understanding (whether or not in writing) with any person with respect to any Transfer of any Covered Shares or any interest therein, or (iii) grant any p

Section 4.2 No Solicitation (a) From the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, and shall not authorize or permit any of its officers, directors, partners, members, managers, employees, agents, advisors, representatives (including attorneys, accountants, and financial advisors), or other persons acting on behalf of such Stockholder (collectively, such Stockholder's

Section 4.3 Further Assurances From the date hereof until the Expiration Date, each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents, instruments, and other writings, and take or cause to be taken such further actions, as may be reasonably requested by Parent to carry out and effectuate the purposes and intent of this Agre

Section 4.4 Waiver of Appraisal Rights Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any rights of appraisal, any rights to dissent from the Merger, or any similar rights under Section 262 of the DGCL or otherwise that may be available to such Stockholder in connection with the Merger or the other transactio

Section 4.5 Notification of Certain Events Each Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing of: (a) any material change in the number of Covered Shares held by such Stockholder (including any acquisition or disposition of shares of Company Common Stock), (b) any development or occurrence that would, or would reasonably be expected to, make any representation or

Section 4.6 Information Statement Each Stockholder shall reasonably cooperate with the Company and Parent in connection with the preparation and mailing of the Information Statement to the Company's stockholders pursuant to Section 228(e) of the DGCL and Rule 14c-2 under the Securities Exchange Act of 1934, as amended, including by providing, promptly upon reasonable request, any information regarding such Stockholde

Section 4.7 Adjustments In the event that, between the date of this Agreement and the Expiration Date, any change in the outstanding shares of Company Common Stock shall occur by reason of any reclassification, recapitalization, stock split (including a reverse stock split), stock combination, exchange, readjustment, stock dividend, or stock distribution, or similar transaction, or any record date for any of the fore

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to each Stockholder as follows:

Section 5.1 Organization and Authority Parent is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Parent has full limited partnership power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Harrowgate Capital Management IV LLC, a Delaware limited liability company

Section 5.2 Binding Agreement This Agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions.

Section 5.3 No Conflicts The execution, delivery, and performance of this Agreement by Parent, and the consummation of the transactions contemplated hereby, will not (a) violate, conflict with, or result in any breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational or governing document of Parent or Harrowgate Capital Management IV LLC, (b) result in

Section 5.4 Merger Agreement Parent has entered into the Merger Agreement, and the Merger Agreement is in full force and effect as of the date hereof. The Merger Agreement has been duly authorized, executed, and delivered by Parent and, to the knowledge of Parent, has been duly authorized, executed, and delivered by each of the other parties thereto.

Section 6.1 Termination This Agreement shall automatically terminate and be of no further force or effect, without any notice or other action by any party hereto, upon the earliest to occur of the following: (a) the Effective Time of the Merger (at which point the obligations of the Stockholders hereunder shall have been fully performed and the Merger consummated); (b) the valid termination of the Merger Agreement in

Section 6.2 Effect of Termination (a) Upon termination of this Agreement pursuant to Section 6.1, this Agreement shall thereupon become void and of no further force or effect, and there shall be no liability on the part of any party hereto to any other party hereto or any other person under or in respect of this Agreement or the transactions contemplated hereby, and all obligations of the parties under this Agreement

Section 7.1 No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership, and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the respective Stockholder, and Parent shall have no authority to manage, direct, superintend,

Section 7.2 Specific Performance (a) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement were not performed in accordance with the terms hereof. The parties acknowledge and agree that the rights of each party to consummate the transactions contemplated hereby are unique and recogn

Section 7.3 Amendments and Waivers (a) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by a written instrument signed by Parent and each of the Stockholders. (b) No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude

Section 7.4 Notices All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, or by email (with confirmation of receipt) to the respective parties hereto at the following addresses (or at such other address

Section 7.5 Severability If any term or other provision of this Agreement is invalid, illegal, or unenforceable under any applicable law, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon a determination that any

Section 7.6 Counterparts; Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or portable document format (.pdf) shall be effective as delivery of a manually executed cou

Section 7.7 Entire Agreement This Agreement (together with the Merger Agreement, the Rollover Agreements, and the other documents and instruments referred to herein and therein, including the Schedules and Exhibits hereto and thereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties,

Section 7.8 Governing Law; Jurisdiction (a) This Agreement and all claims or causes of action (whether in contract, tort, equity, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to conflicts-of-la

Section 7.9 Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY

Section 7.10 Assignment Neither this Agreement nor any of the rights, interests, or obligations of any party hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties hereto; provided, however, that Parent may assign its rights (but not its obligations) under this Agreement, in whole or in part, to any affiliate of Parent wi

Section 7.11 No Third-Party Beneficiaries Except as provided in this Section 7.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto (and their respective successors and permitted assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, the Company is an intended third-

Section 7.12 Expenses Except as otherwise expressly provided in this Agreement, all fees, costs, and expenses incurred in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs, and expenses.

Section 7.13 Capacity as Stockholder Each Stockholder is entering into this Agreement solely in such Stockholder's capacity as a record and/or beneficial holder of shares of Company Common Stock, and nothing in this Agreement shall be construed to limit or affect any action or inaction taken by any Stockholder (or any designee, partner, officer, director, member, manager, or employee of any Stockholder) in such perso

Section 7.14 Construction The parties hereto acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. No presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the a