1003-00003 · Harrowgate Private Equity Fund IV LP · Correspondence

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

787 Seventh Avenue, 38th Floor New York, NY 10019 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

July 21, 2025

Matter No. 1003-00003

VIA EMAIL AND OVERNIGHT COURIER

Valerie Drummond Vice President, Corporate Trust Garrison Trust Company One Liberty Plaza, 42nd Floor New York, NY 10006

Re: Joint Escrow Funding Instructions — Indemnification Escrow Account Reference: Escrow Agreement dated July 22, 2025 (Reference No. GT-ESC-2025-07223) Transaction: Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP

Dear Ms. Drummond:

1. Introduction and Authority

This letter constitutes the joint written instruction of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), and Nathan Aldridge, in his capacity as Stockholder Representative (collectively, the "Instructing Parties"), to Garrison Trust Company, as Escrow Agent, pursuant to and in accordance with Section 2.1 of the Escrow Agreement dated as of July 22, 2025 (the "Escrow Agreement"), among Parent, the Stockholder Representative, and Garrison Trust Company (the "Escrow Agent"). This joint instruction letter is being delivered to the Escrow Agent in advance of the anticipated closing of the transaction described below, which is expected to occur on July 22, 2025.

As the Escrow Agent is aware, the Escrow Agreement was entered into in connection with that certain Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"). The Merger Agreement provides for a reverse triangular merger (the "Merger") pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Upon consummation of the Merger, each outstanding share of common stock and each outstanding share of preferred stock of the Company (other than shares held by dissenting stockholders, shares held in the Company's treasury, and shares owned by Parent or Merger Sub) will be cancelled and converted into the right to receive a portion of the aggregate merger consideration, subject to the terms and conditions of the Merger Agreement, including the establishment and funding of the indemnification escrow arrangements contemplated by the Escrow Agreement.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Escrow Agreement. To the extent that any capitalized term used herein is defined in the Escrow Agreement by reference to the Merger Agreement, such term shall have the meaning set forth in the Merger Agreement.

2. Direction to Establish and Fund Escrow Account

The Instructing Parties hereby jointly direct the Escrow Agent to establish the indemnification escrow account (the "Escrow Account") under Reference No. GT-ESC-2025-07223 in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent is directed to hold all funds deposited in the Escrow Account, together with all interest, earnings, and income thereon, as a trust fund and not as the property of either of the Instructing Parties, subject to the terms and conditions of the Escrow Agreement.

The Instructing Parties further direct that the Escrow Account be funded on July 22, 2025 (the "Closing Date") with an aggregate deposit of One Hundred Thirty-Three Million Dollars ($133,000,000) (the "Escrow Amount"). The Escrow Amount represents seven percent (7%) of the aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000) payable pursuant to the Merger Agreement. The Escrow Amount shall be deposited from, and constitutes a portion of, the merger consideration otherwise payable to the former stockholders of the Company at the closing of the Merger. The Escrow Amount shall be held and disbursed by the Escrow Agent solely in accordance with the terms and conditions of the Escrow Agreement, and for no other purpose.

The Instructing Parties hereby confirm that the Escrow Amount is being deposited to secure the indemnification obligations of the former stockholders of the Company arising under Article IX of the Merger Agreement, including obligations with respect to breaches of representations, warranties, covenants, and agreements made by the Company and its stockholders in the Merger Agreement, as more fully described in the Escrow Agreement. The deposit of the Escrow Amount into the Escrow Account shall constitute an irrevocable direction by the Instructing Parties to withhold such amount from the merger consideration otherwise distributable to the former stockholders of the Company at closing, and the former stockholders of the Company shall have no right to receive the Escrow Amount or any portion thereof except as and when released from the Escrow Account in accordance with the Escrow Agreement.

3. Wire Transfer Instructions for Deposit

The Escrow Amount of $133,000,000 shall be transmitted by federal funds wire transfer on the Closing Date (July 22, 2025) to the following account:

The wire transfer of the Escrow Amount will originate pursuant to the funds flow closing mechanics established for the Merger. Specifically, the source of the deposit constitutes a portion of the aggregate merger consideration being funded at the closing of the Merger through a combination of (a) Parent's equity contribution of $1,140,000,000 and (b) proceeds of debt financing, including a $500,000,000 senior secured term loan facility provided by Tralvendo National Bank, as administrative agent and lead arranger, and draws on the $260,000,000 revolving credit facility provided by Prairie State Bank, N.A., as administrative agent. The Escrow Agent need not concern itself with the source of such funds and shall have no duty to verify the origin or sufficiency of the wire transfer, provided that the Escrow Agent shall confirm that the aggregate amount actually received in the Escrow Account on the Closing Date equals the Escrow Amount.

The Escrow Agent is hereby directed to confirm receipt of the Escrow Amount by written notice (which may be delivered by electronic mail) to each of the contacts identified in Section 6 below, promptly upon receipt of the wire transfer and in any event no later than 5:00 p.m. Eastern Time on the Closing Date. In the event that the Escrow Agent does not receive the full Escrow Amount by 4:00 p.m. Eastern Time on the Closing Date, the Escrow Agent is directed to promptly notify each of the contacts identified in Section 6 below by telephone and electronic mail.

4. Investment of Escrow Funds

Pending disbursement in accordance with the terms of the Escrow Agreement, the Escrow Agent is hereby directed to invest and reinvest the Escrow Amount, together with all interest, earnings, and income thereon, in accordance with Section 3.1 of the Escrow Agreement.

In the absence of further joint written instructions from the Instructing Parties to the contrary, and consistent with the investment provisions of the Escrow Agreement, the Escrow Amount shall be invested in the Garrison Trust Government Money Market Fund (Institutional Shares, Ticker: GTGXX), which invests primarily in short-term obligations issued or guaranteed by the United States government or its agencies and instrumentalities and in repurchase agreements collateralized by such obligations. The Instructing Parties acknowledge that investment in such money market fund is consistent with the investment parameters set forth in Section 3.1 of the Escrow Agreement, which permits investment in (i) direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America, (ii) money market funds that invest substantially all of their assets in obligations described in clause (i), and (iii) such other investments as may be jointly directed by the Instructing Parties in writing.

All interest, earnings, and income earned on the Escrow Amount (collectively, "Escrow Earnings") shall be retained in and shall constitute part of the Escrow Account and shall be disbursed in accordance with the terms of the Escrow Agreement. The Instructing Parties acknowledge that the Escrow Agent shall have no responsibility or liability for any loss resulting from any investment made in accordance with the terms of this letter and the Escrow Agreement, including any loss of principal resulting from market fluctuations or the insolvency of any issuer or depository institution.

The Instructing Parties further acknowledge that any taxes payable on the Escrow Earnings shall be the responsibility of the applicable parties as set forth in Section 3.3 of the Escrow Agreement.

5. Escrow Release Schedule

The Instructing Parties hereby acknowledge and confirm the release schedule set forth in Sections 4.1 and 4.2 of the Escrow Agreement, which provides for the following scheduled releases of funds from the Escrow Account:

(a) First Release (12-Month Release). On or about July 22, 2026 (the date that is twelve (12) months following the Closing Date), the Escrow Agent shall, upon receipt of a joint written instruction from the Instructing Parties in accordance with the Escrow Agreement, release from the Escrow Account to the Stockholder Representative (for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective entitlements under the Merger Agreement) an amount equal to Sixty-Six Million Five Hundred Thousand Dollars ($66,500,000), representing fifty percent (50%) of the initial Escrow Amount, less any amounts that are then subject to pending and unresolved indemnification claims that have been asserted by Parent in accordance with the Escrow Agreement and the Merger Agreement and for which the applicable claim notices remain outstanding and unresolved as of such date (such retained amounts, the "First Release Holdback Amount"). Any First Release Holdback Amount shall continue to be held in the Escrow Account pending the resolution of such pending claims in accordance with the Escrow Agreement.

(b) Second Release (18-Month Release). On or about January 22, 2027 (the date that is eighteen (18) months following the Closing Date, which date corresponds to the expiration of the survival period for general representations and warranties under Section 8.1(a) of the Merger Agreement), the Escrow Agent shall, upon receipt of a joint written instruction from the Instructing Parties in accordance with the Escrow Agreement, release from the Escrow Account to the Stockholder Representative (for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective entitlements under the Merger Agreement) the entire remaining balance of the Escrow Account, including the then-remaining principal amount of the Escrow Amount and all accrued and undistributed Escrow Earnings thereon, less any amounts that are then subject to pending and unresolved indemnification claims that have been asserted by Parent in accordance with the Escrow Agreement and the Merger Agreement and for which the applicable claim notices remain outstanding and unresolved as of such date (such retained amounts, the "Second Release Holdback Amount"). Any Second Release Holdback Amount shall continue to be held in the Escrow Account pending the resolution of such pending claims in accordance with the Escrow Agreement.

The Instructing Parties acknowledge and confirm that no release of any portion of the Escrow Amount or Escrow Earnings from the Escrow Account shall be made by the Escrow Agent except (i) upon joint written instruction of Parent and the Stockholder Representative, executed by authorized representatives of each, delivered to the Escrow Agent in accordance with the notice provisions of the Escrow Agreement, or (ii) pursuant to a final, non-appealable order or judgment of a court of competent jurisdiction, accompanied by a legal opinion of counsel to the party seeking such release, in each case as more fully set forth in the Escrow Agreement. The Escrow Agent shall be entitled to rely conclusively on any such joint written instruction or court order without independent investigation or verification.

The Instructing Parties further note, for the Escrow Agent's reference, that the aggregate indemnification cap under the Merger Agreement is Two Hundred Twenty-Eight Million Dollars ($228,000,000), representing twelve percent (12%) of the aggregate merger consideration. Accordingly, the Escrow Amount of $133,000,000 represents a portion of, and not the full extent of, the former stockholders' potential indemnification obligations under the Merger Agreement. Nothing in this letter or the Escrow Agreement shall be construed to limit the indemnification obligations of the former stockholders of the Company under the Merger Agreement to the amount of the Escrow Amount.

6. Notices and Contact Information

All notices, instructions, confirmations, and other communications to be delivered pursuant to this joint instruction letter and the Escrow Agreement shall be sent to the following addresses:

Parent (Harrowgate Private Equity Fund IV LP):

Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, DE 19801

Attention: Priya Deshmukh, Managing Partner

Telephone: (302) 477-6200

Email: pdeshmukh@harrowgatecapital.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019

Attention: Sandra Tung, Partner

Telephone: (212) 558-4175

Email: stung@calderwoodharkness.com

Stockholder Representative (Nathan Aldridge):

Nathan Aldridge, as Stockholder Representative c/o VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, TX 78759

Attention: Nathan Aldridge, Stockholder Representative

Telephone: (512) 891-3400

Email: naldridge@velopay.com

with a copy (which shall not constitute notice) to:

Whitford Jessup & Crane LLP 600 Congress Avenue, Suite 2400 Austin, TX 78701

Attention: Rebecca Thornton-Hayes, Partner

Telephone: (512) 370-2900

Email: rthorntonhayes@whitfordjessup.com

Escrow Agent (Garrison Trust Company):

Garrison Trust Company One Liberty Plaza, 42nd Floor New York, NY 10006

Attention: Valerie Drummond, Vice President, Corporate Trust

Reference: GT-ESC-2025-07223 Telephone: (212) 962-8500

Email: vdrummond@garrisontrust.com

7. Confirmation and Acknowledgment Requests

The Escrow Agent is respectfully requested to acknowledge receipt of this joint instruction letter by executing the acknowledgment block set forth below and returning a fully executed copy to each of the Instructing Parties and their respective counsel at the addresses listed in Section 6 above, by electronic mail and overnight courier.

In addition, the Escrow Agent is requested to confirm in writing (which may be by electronic mail) that the Escrow Account has been duly established under Reference No. GT-ESC-2025-07223 and is operational and ready to receive the deposit of the Escrow Amount on the Closing Date, July 22, 2025. To the extent that the Escrow Agent requires any additional documentation, authorizations, or certifications in order to establish the Escrow Account or receive the Escrow Amount, the Escrow Agent is requested to notify the Instructing Parties and their respective counsel promptly so that any such items may be provided prior to the Closing Date.

8. General Provisions

This joint instruction letter is delivered pursuant to, and is subject in all respects to, the terms and conditions of the Escrow Agreement. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern and control in all respects. Nothing in this letter shall be deemed to amend, modify, supplement, or waive any provision of the Escrow Agreement or any right or obligation of any party thereunder.

This letter may be executed in any number of 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 to this letter by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart.

This letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws that would result in the application of the laws of another jurisdiction, consistent with the governing law provisions set forth in Section 9.7 of the Escrow Agreement.

The Escrow Agent is entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, this joint instruction letter in accordance with the terms of the Escrow Agreement, including the exculpation, limitation of liability, and indemnification provisions set forth therein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned Instructing Parties have caused this joint instruction letter to be duly executed as of the date first written above.

PARENT:

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Management IV LLC,

its General Partner

By: ________

Name: Priya Deshmukh

Title: Managing Partner

STOCKHOLDER REPRESENTATIVE:

By: ________

Name: Nathan Aldridge

Title: Stockholder Representative

ACKNOWLEDGMENT OF ESCROW AGENT

The undersigned, Garrison Trust Company, hereby acknowledges receipt of the foregoing Joint Escrow Funding Instructions dated July 21, 2025, and confirms that (i) it has reviewed and understands the instructions set forth herein, (ii) the Escrow Account under Reference No. GT-ESC-2025-07223 has been duly established and is operational and ready to receive the deposit of the Escrow Amount on the Closing Date, July 22, 2025, and (iii) it will act in accordance with the instructions set forth herein and the terms and conditions of the Escrow Agreement.

ACKNOWLEDGED AND AGREED:

GARRISON TRUST COMPANY, as Escrow Agent

By: ________

Name: Valerie Drummond

Title: Vice President, Corporate Trust

Date: ________

Enclosures

The following documents are enclosed herewith or have been separately delivered to the Escrow Agent for its records:

1. Executed copy of the Escrow Agreement dated as of July 22, 2025 (Reference No. GT-ESC-2025-07223), among Harrowgate Private Equity Fund IV LP, the Stockholder Representative, and Garrison Trust Company.

2. Funds Flow Memorandum dated July 21, 2025, prepared by Calderwood & Harkness LLP (for the Escrow Agent's reference in connection with the anticipated wire origination and timing of the deposit of the Escrow Amount on the Closing Date).

This letter and the information contained herein are confidential and intended solely for the use of the addressee and the parties to the Escrow Agreement. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

Item	Detail
Bank Name:	Garrison Trust Company
ABA/Routing Number:	021-084-591
Account Name:	GT-ESC-2025-07223 — Harrowgate/VeloPay Indemnification Escrow
Account Number:	8840-2761-5503
Reference:	GT-ESC-2025-07223
Attention:	Valerie Drummond, Vice President, Corporate Trust

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
787 Seventh Avenue, 38th Floor New York, NY 10019 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
July 21, 2025
Matter No. 1003-00003
VIA EMAIL AND OVERNIGHT COURIER
Valerie Drummond Vice President, Corporate Trust Garrison Trust Company One Liberty Plaza, 42nd Floor New York, NY 10006
Re: Joint Escrow Funding Instructions — Indemnification Escrow Account Reference: Escrow Agreement dated July 22, 2025 (Reference No. GT-ESC-2025-07223) Transaction: Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP
Dear Ms. Drummond:
1. Introduction and Authority
This letter constitutes the joint written instruction of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), and Nathan Aldridge, in his capacity as Stockholder Representative (collectively, the "Instructing Parties"), to Garrison Trust Company, as Escrow Agent, pursuant to and in accordance with Section 2.1 of the Escrow Agreement dated as of July 22, 2025 (the "Escrow Agreement"), among Parent, the Stockholder Representative, and Garrison Trust Company (the "Escrow Agent"). This joint instruction letter is being delivered to the Escrow Agent in advance of the anticipated closing of the transaction described below, which is expected to occur on July 22, 2025.
As the Escrow Agent is aware, the Escrow Agreement was entered into in connection with that certain Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"). The Merger Agreement provides for a reverse triangular merger (the "Merger") pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Upon consummation of the Merger, each outstanding share of common stock and each outstanding share of preferred stock of the Company (other than shares held by dissenting stockholders, shares held in the Company's treasury, and shares owned by Parent or Merger Sub) will be cancelled and converted into the right to receive a portion of the aggregate merger consideration, subject to the terms and conditions of the Merger Agreement, including the establishment and funding of the indemnification escrow arrangements contemplated by the Escrow Agreement.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Escrow Agreement. To the extent that any capitalized term used herein is defined in the Escrow Agreement by reference to the Merger Agreement, such term shall have the meaning set forth in the Merger Agreement.
2. Direction to Establish and Fund Escrow Account
The Instructing Parties hereby jointly direct the Escrow Agent to establish the indemnification escrow account (the "Escrow Account") under Reference No. GT-ESC-2025-07223 in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent is directed to hold all funds deposited in the Escrow Account, together with all interest, earnings, and income thereon, as a trust fund and not as the property of either of the Instructing Parties, subject to the terms and conditions of the Escrow Agreement.
The Instructing Parties further direct that the Escrow Account be funded on July 22, 2025 (the "Closing Date") with an aggregate deposit of One Hundred Thirty-Three Million Dollars ($133,000,000) (the "Escrow Amount"). The Escrow Amount represents seven percent (7%) of the aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000) payable pursuant to the Merger Agreement. The Escrow Amount shall be deposited from, and constitutes a portion of, the merger consideration otherwise payable to the former stockholders of the Company at the closing of the Merger. The Escrow Amount shall be held and disbursed by the Escrow Agent solely in accordance with the terms and conditions of the Escrow Agreement, and for no other purpose.
The Instructing Parties hereby confirm that the Escrow Amount is being deposited to secure the indemnification obligations of the former stockholders of the Company arising under Article IX of the Merger Agreement, including obligations with respect to breaches of representations, warranties, covenants, and agreements made by the Company and its stockholders in the Merger Agreement, as more fully described in the Escrow Agreement. The deposit of the Escrow Amount into the Escrow Account shall constitute an irrevocable direction by the Instructing Parties to withhold such amount from the merger consideration otherwise distributable to the former stockholders of the Company at closing, and the former stockholders of the Company shall have no right to receive the Escrow Amount or any portion thereof except as and when released from the Escrow Account in accordance with the Escrow Agreement.
3. Wire Transfer Instructions for Deposit
The Escrow Amount of $133,000,000 shall be transmitted by federal funds wire transfer on the Closing Date (July 22, 2025) to the following account:
The wire transfer of the Escrow Amount will originate pursuant to the funds flow closing mechanics established for the Merger. Specifically, the source of the deposit constitutes a portion of the aggregate merger consideration being funded at the closing of the Merger through a combination of (a) Parent's equity contribution of $1,140,000,000 and (b) proceeds of debt financing, including a $500,000,000 senior secured term loan facility provided by Tralvendo National Bank, as administrative agent and lead arranger, and draws on the $260,000,000 revolving credit facility provided by Prairie State Bank, N.A., as administrative agent. The Escrow Agent need not concern itself with the source of such funds and shall have no duty to verify the origin or sufficiency of the wire transfer, provided that the Escrow Agent shall confirm that the aggregate amount actually received in the Escrow Account on the Closing Date equals the Escrow Amount.
The Escrow Agent is hereby directed to confirm receipt of the Escrow Amount by written notice (which may be delivered by electronic mail) to each of the contacts identified in Section 6 below, promptly upon receipt of the wire transfer and in any event no later than 5:00 p.m. Eastern Time on the Closing Date. In the event that the Escrow Agent does not receive the full Escrow Amount by 4:00 p.m. Eastern Time on the Closing Date, the Escrow Agent is directed to promptly notify each of the contacts identified in Section 6 below by telephone and electronic mail.
4. Investment of Escrow Funds
Pending disbursement in accordance with the terms of the Escrow Agreement, the Escrow Agent is hereby directed to invest and reinvest the Escrow Amount, together with all interest, earnings, and income thereon, in accordance with Section 3.1 of the Escrow Agreement.
In the absence of further joint written instructions from the Instructing Parties to the contrary, and consistent with the investment provisions of the Escrow Agreement, the Escrow Amount shall be invested in the Garrison Trust Government Money Market Fund (Institutional Shares, Ticker: GTGXX), which invests primarily in short-term obligations issued or guaranteed by the United States government or its agencies and instrumentalities and in repurchase agreements collateralized by such obligations. The Instructing Parties acknowledge that investment in such money market fund is consistent with the investment parameters set forth in Section 3.1 of the Escrow Agreement, which permits investment in (i) direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America, (ii) money market funds that invest substantially all of their assets in obligations described in clause (i), and (iii) such other investments as may be jointly directed by the Instructing Parties in writing.
All interest, earnings, and income earned on the Escrow Amount (collectively, "Escrow Earnings") shall be retained in and shall constitute part of the Escrow Account and shall be disbursed in accordance with the terms of the Escrow Agreement. The Instructing Parties acknowledge that the Escrow Agent shall have no responsibility or liability for any loss resulting from any investment made in accordance with the terms of this letter and the Escrow Agreement, including any loss of principal resulting from market fluctuations or the insolvency of any issuer or depository institution.
The Instructing Parties further acknowledge that any taxes payable on the Escrow Earnings shall be the responsibility of the applicable parties as set forth in Section 3.3 of the Escrow Agreement.
5. Escrow Release Schedule
The Instructing Parties hereby acknowledge and confirm the release schedule set forth in Sections 4.1 and 4.2 of the Escrow Agreement, which provides for the following scheduled releases of funds from the Escrow Account:
(a) First Release (12-Month Release). On or about July 22, 2026 (the date that is twelve (12) months following the Closing Date), the Escrow Agent shall, upon receipt of a joint written instruction from the Instructing Parties in accordance with the Escrow Agreement, release from the Escrow Account to the Stockholder Representative (for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective entitlements under the Merger Agreement) an amount equal to Sixty-Six Million Five Hundred Thousand Dollars ($66,500,000), representing fifty percent (50%) of the initial Escrow Amount, less any amounts that are then subject to pending and unresolved indemnification claims that have been asserted by Parent in accordance with the Escrow Agreement and the Merger Agreement and for which the applicable claim notices remain outstanding and unresolved as of such date (such retained amounts, the "First Release Holdback Amount"). Any First Release Holdback Amount shall continue to be held in the Escrow Account pending the resolution of such pending claims in accordance with the Escrow Agreement.
(b) Second Release (18-Month Release). On or about January 22, 2027 (the date that is eighteen (18) months following the Closing Date, which date corresponds to the expiration of the survival period for general representations and warranties under Section 8.1(a) of the Merger Agreement), the Escrow Agent shall, upon receipt of a joint written instruction from the Instructing Parties in accordance with the Escrow Agreement, release from the Escrow Account to the Stockholder Representative (for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective entitlements under the Merger Agreement) the entire remaining balance of the Escrow Account, including the then-remaining principal amount of the Escrow Amount and all accrued and undistributed Escrow Earnings thereon, less any amounts that are then subject to pending and unresolved indemnification claims that have been asserted by Parent in accordance with the Escrow Agreement and the Merger Agreement and for which the applicable claim notices remain outstanding and unresolved as of such date (such retained amounts, the "Second Release Holdback Amount"). Any Second Release Holdback Amount shall continue to be held in the Escrow Account pending the resolution of such pending claims in accordance with the Escrow Agreement.
The Instructing Parties acknowledge and confirm that no release of any portion of the Escrow Amount or Escrow Earnings from the Escrow Account shall be made by the Escrow Agent except (i) upon joint written instruction of Parent and the Stockholder Representative, executed by authorized representatives of each, delivered to the Escrow Agent in accordance with the notice provisions of the Escrow Agreement, or (ii) pursuant to a final, non-appealable order or judgment of a court of competent jurisdiction, accompanied by a legal opinion of counsel to the party seeking such release, in each case as more fully set forth in the Escrow Agreement. The Escrow Agent shall be entitled to rely conclusively on any such joint written instruction or court order without independent investigation or verification.
The Instructing Parties further note, for the Escrow Agent's reference, that the aggregate indemnification cap under the Merger Agreement is Two Hundred Twenty-Eight Million Dollars ($228,000,000), representing twelve percent (12%) of the aggregate merger consideration. Accordingly, the Escrow Amount of $133,000,000 represents a portion of, and not the full extent of, the former stockholders' potential indemnification obligations under the Merger Agreement. Nothing in this letter or the Escrow Agreement shall be construed to limit the indemnification obligations of the former stockholders of the Company under the Merger Agreement to the amount of the Escrow Amount.
6. Notices and Contact Information
All notices, instructions, confirmations, and other communications to be delivered pursuant to this joint instruction letter and the Escrow Agreement shall be sent to the following addresses:
Parent (Harrowgate Private Equity Fund IV LP):
Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, DE 19801
Attention: Priya Deshmukh, Managing Partner
Telephone: (302) 477-6200
Email: pdeshmukh@harrowgatecapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: Sandra Tung, Partner
Telephone: (212) 558-4175
Email: stung@calderwoodharkness.com
Stockholder Representative (Nathan Aldridge):
Nathan Aldridge, as Stockholder Representative c/o VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, TX 78759
Attention: Nathan Aldridge, Stockholder Representative
Telephone: (512) 891-3400
Email: naldridge@velopay.com
with a copy (which shall not constitute notice) to:
Whitford Jessup & Crane LLP 600 Congress Avenue, Suite 2400 Austin, TX 78701
Attention: Rebecca Thornton-Hayes, Partner
Telephone: (512) 370-2900
Email: rthorntonhayes@whitfordjessup.com
Escrow Agent (Garrison Trust Company):
Garrison Trust Company One Liberty Plaza, 42nd Floor New York, NY 10006
Attention: Valerie Drummond, Vice President, Corporate Trust
Reference: GT-ESC-2025-07223 Telephone: (212) 962-8500
Email: vdrummond@garrisontrust.com
7. Confirmation and Acknowledgment Requests
The Escrow Agent is respectfully requested to acknowledge receipt of this joint instruction letter by executing the acknowledgment block set forth below and returning a fully executed copy to each of the Instructing Parties and their respective counsel at the addresses listed in Section 6 above, by electronic mail and overnight courier.
In addition, the Escrow Agent is requested to confirm in writing (which may be by electronic mail) that the Escrow Account has been duly established under Reference No. GT-ESC-2025-07223 and is operational and ready to receive the deposit of the Escrow Amount on the Closing Date, July 22, 2025. To the extent that the Escrow Agent requires any additional documentation, authorizations, or certifications in order to establish the Escrow Account or receive the Escrow Amount, the Escrow Agent is requested to notify the Instructing Parties and their respective counsel promptly so that any such items may be provided prior to the Closing Date.
8. General Provisions
This joint instruction letter is delivered pursuant to, and is subject in all respects to, the terms and conditions of the Escrow Agreement. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern and control in all respects. Nothing in this letter shall be deemed to amend, modify, supplement, or waive any provision of the Escrow Agreement or any right or obligation of any party thereunder.
This letter may be executed in any number of 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 to this letter by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpart.
This letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws that would result in the application of the laws of another jurisdiction, consistent with the governing law provisions set forth in Section 9.7 of the Escrow Agreement.
The Escrow Agent is entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, this joint instruction letter in accordance with the terms of the Escrow Agreement, including the exculpation, limitation of liability, and indemnification provisions set forth therein.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned Instructing Parties have caused this joint instruction letter to be duly executed as of the date first written above.
PARENT:
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
STOCKHOLDER REPRESENTATIVE:
By: ________
Name: Nathan Aldridge
Title: Stockholder Representative
ACKNOWLEDGMENT OF ESCROW AGENT
The undersigned, Garrison Trust Company, hereby acknowledges receipt of the foregoing Joint Escrow Funding Instructions dated July 21, 2025, and confirms that (i) it has reviewed and understands the instructions set forth herein, (ii) the Escrow Account under Reference No. GT-ESC-2025-07223 has been duly established and is operational and ready to receive the deposit of the Escrow Amount on the Closing Date, July 22, 2025, and (iii) it will act in accordance with the instructions set forth herein and the terms and conditions of the Escrow Agreement.
ACKNOWLEDGED AND AGREED:
GARRISON TRUST COMPANY, as Escrow Agent
By: ________
Name: Valerie Drummond
Title: Vice President, Corporate Trust
Date: ________
Enclosures
The following documents are enclosed herewith or have been separately delivered to the Escrow Agent for its records:
1.  Executed copy of the Escrow Agreement dated as of July 22, 2025 (Reference No. GT-ESC-2025-07223), among Harrowgate Private Equity Fund IV LP, the Stockholder Representative, and Garrison Trust Company.
2.  Funds Flow Memorandum dated July 21, 2025, prepared by Calderwood & Harkness LLP (for the Escrow Agent's reference in connection with the anticipated wire origination and timing of the deposit of the Escrow Amount on the Closing Date).
This letter and the information contained herein are confidential and intended solely for the use of the addressee and the parties to the Escrow Agreement. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
Item | Detail
Bank Name: | Garrison Trust Company
ABA/Routing Number: | 021-084-591
Account Name: | GT-ESC-2025-07223 — Harrowgate/VeloPay Indemnification Escrow
Account Number: | 8840-2761-5503
Reference: | GT-ESC-2025-07223
Attention: | Valerie Drummond, Vice President, Corporate Trust

CONFIDENTIAL

VIA EMAIL AND OVERNIGHT COURIER

PARENT:

HARROWGATE PRIVATE EQUITY FUND IV LP

STOCKHOLDER REPRESENTATIVE:

ACKNOWLEDGMENT OF ESCROW AGENT

ACKNOWLEDGED AND AGREED:

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