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

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CONFIDENTIAL FEE LETTER

Execution Version

February 14, 2025

Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801

Attention: Priya Deshmukh, Managing Partner, Fund IV

Re: Fee Letter in connection with debt financing for the acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP — Reference CRE-2025-SPF-0441

Dear Ms. Deshmukh:

Reference is made to that certain Commitment Letter dated as of even date herewith (Reference CRE-2025-SPF-0441) (the "Commitment Letter"), among Tralvendo National Bank, a national banking association organized under the laws of the United States ("Tralvendo"), Prairie State Bank, N.A., a national banking association organized under the laws of the United States ("Prairie State," and together with Tralvendo, the "Commitment Parties"), and Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Borrower"). This letter agreement (this "Fee Letter") sets forth the fees and other compensation payable to the Commitment Parties in connection with the Facilities described in the Commitment Letter. This Fee Letter is the "Fee Letter" referred to in the Commitment Letter.

This Fee Letter is being delivered to you by:

Tralvendo National Bank 100 Federal Street, 30th Floor Boston, Massachusetts 02110

Prairie State Bank, N.A. 231 South LaSalle Street, Suite 4400 Chicago, Illinois 60604

Section 1. Reference to Commitment Letter; Definitions

As described in the Commitment Letter, the Commitment Parties have agreed to provide commitments in connection with the proposed acquisition (the "Acquisition") of VeloPay Systems, Inc. ("VeloPay" or the "Target"), a corporation organized under the laws of the State of Delaware, by HPE Fund IV. The Acquisition will be effected through a reverse triangular merger (the "Merger") pursuant to which Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving the Merger as a wholly-owned subsidiary of HPE Fund IV. The aggregate merger consideration to be paid in connection with the Acquisition is One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration"), subject to customary adjustments as set forth in the Agreement and Plan of Merger by and among HPE Fund IV, Merger Sub, and VeloPay (the "Merger Agreement").

In connection with the Acquisition, the Commitment Parties have committed to provide the following debt financing (collectively, the "Facilities"):

(a) a senior secured term loan facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Term Loan Facility"), for which Tralvendo National Bank will serve as lead arranger and administrative agent; and

(b) a senior secured revolving credit facility in an aggregate principal amount of Two Hundred Sixty Million Dollars ($260,000,000) (the "Revolving Facility," and together with the Term Loan Facility, the "Facilities"), for which Prairie State Bank, N.A. will serve as co-arranger and administrative agent.

Capitalized terms used but not otherwise defined in this Fee Letter shall have the respective meanings ascribed to such terms in the Commitment Letter. For purposes of this Fee Letter, "Closing Date" means the date on which the Acquisition is consummated and the initial funding under the Facilities occurs. In the event of any inconsistency between a definition set forth in this Fee Letter and a definition set forth in the Commitment Letter, the definition in this Fee Letter shall control solely with respect to the subject matter of this Fee Letter.

Section 2. Arrangement Fees

(a) Term Loan Facility Arrangement Fee. In consideration of Tralvendo National Bank's agreement to serve as sole lead arranger and book runner and as administrative agent for the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an arrangement fee (the "Term Loan Arrangement Fee") in an amount equal to 0.50% of the aggregate commitments under the Term Loan Facility. Based on the aggregate Term Loan Facility commitment of $500,000,000, the Term Loan Arrangement Fee shall be Two Million Five Hundred Thousand Dollars ($2,500,000). The Term Loan Arrangement Fee shall be due and payable in immediately available funds on the earlier of (i) the Closing Date and (ii) the date on which the definitive credit documentation for the Term Loan Facility (the "Term Loan Credit Agreement") is executed and delivered by the parties thereto and the initial funding thereunder occurs. Once paid, the Term Loan Arrangement Fee shall be fully earned, non-refundable, and non-creditable against any other fees, payments, or obligations of HPE Fund IV to any Commitment Party, whether under this Fee Letter, the Commitment Letter, or otherwise.

(b) Revolving Facility Arrangement Fee. In consideration of Prairie State Bank, N.A.'s agreement to serve as co-arranger and as administrative agent for the Revolving Facility, HPE Fund IV shall pay to Prairie State Bank, N.A. an arrangement fee (the "Revolving Arrangement Fee," and together with the Term Loan Arrangement Fee, the "Arrangement Fees") in an amount equal to 0.40% of the aggregate commitments under the Revolving Facility. Based on the aggregate Revolving Facility commitment of $260,000,000, the Revolving Arrangement Fee shall be One Million Forty Thousand Dollars ($1,040,000). The Revolving Arrangement Fee shall be due and payable in immediately available funds on the earlier of (i) the Closing Date and (ii) the date on which the definitive credit documentation for the Revolving Facility (the "Revolving Credit Agreement," and together with the Term Loan Credit Agreement, the "Credit Agreements") is executed and delivered by the parties thereto. Once paid, the Revolving Arrangement Fee shall be fully earned, non-refundable, and non-creditable against any other fees, payments, or obligations of HPE Fund IV to any Commitment Party, whether under this Fee Letter, the Commitment Letter, or otherwise.

Section 3. Upfront Fees

(a) Tralvendo Upfront Fee. As additional compensation for the commitment provided by Tralvendo National Bank under the Commitment Letter with respect to the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an upfront fee (the "Tralvendo Upfront Fee") in an amount equal to 0.25% of the aggregate Term Loan Facility commitment. Based on the aggregate Term Loan Facility commitment of $500,000,000, the Tralvendo Upfront Fee shall be One Million Two Hundred Fifty Thousand Dollars ($1,250,000).

(b) Prairie State Upfront Fee. As additional compensation for the commitment provided by Prairie State Bank, N.A. under the Commitment Letter with respect to the Revolving Facility, HPE Fund IV shall pay to Prairie State Bank, N.A. an upfront fee (the "Prairie State Upfront Fee," and together with the Tralvendo Upfront Fee, the "Upfront Fees") in an amount equal to 0.25% of the aggregate Revolving Facility commitment. Based on the aggregate Revolving Facility commitment of $260,000,000, the Prairie State Upfront Fee shall be Six Hundred Fifty Thousand Dollars ($650,000).

(c) General Terms. The aggregate Upfront Fees payable under this Section 3 shall be One Million Nine Hundred Thousand Dollars ($1,900,000). The Upfront Fees shall be deemed earned upon the execution and delivery of the Commitment Letter and shall be due and payable in immediately available funds on the Closing Date. Once paid, the Upfront Fees shall be non-refundable. For the avoidance of doubt, the Upfront Fees are in addition to, and shall not be credited against, the Arrangement Fees described in Section 2 of this Fee Letter or any other fees payable by HPE Fund IV to the Commitment Parties hereunder or under the Commitment Letter.

Section 4. Administrative Agent Fees

(a) Term Loan Administrative Agent Fee. In consideration of Tralvendo National Bank's agreement to serve as Administrative Agent for the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an annual administrative agent fee (the "Term Loan Agent Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000) per annum. The first annual payment of the Term Loan Agent Fee shall be due and payable in immediately available funds on the Closing Date. Subsequent annual payments shall be due and payable on each anniversary of the Closing Date during the term of the Term Loan Facility, which term is expected to be seven (7) years from the Closing Date. The Term Loan Agent Fee shall be fully earned when due and shall be non-refundable and payable regardless of whether any term loans are outstanding under the Term Loan Facility or whether the Term Loan Facility is otherwise utilized, drawn, or available. The Term Loan Agent Fee shall not be subject to proration in the event of a prepayment, termination, or reduction of the Term Loan Facility prior to any anniversary date, unless otherwise agreed in writing by Tralvendo National Bank.

(b) Revolving Facility Administrative Agent Fee. In consideration of Prairie State Bank, N.A.'s agreement to serve as Administrative Agent for the Revolving Facility, HPE Fund IV shall pay to Prairie State Bank, N.A. an annual administrative agent fee (the "Revolving Agent Fee," and together with the Term Loan Agent Fee, the "Administrative Agent Fees") in the amount of One Hundred Thousand Dollars ($100,000) per annum. The first annual payment of the Revolving Agent Fee shall be due and payable in immediately available funds on the Closing Date. Subsequent annual payments shall be due and payable on each anniversary of the Closing Date during the term of the Revolving Facility, which term is expected to be five (5) years from the Closing Date. The Revolving Agent Fee shall be fully earned when due and shall be non-refundable and payable regardless of whether any revolving loans, swingline loans, or letters of credit are outstanding under the Revolving Facility or whether the Revolving Facility is otherwise utilized, drawn, or available. The Revolving Agent Fee shall not be subject to proration in the event of a reduction or termination of the Revolving Facility prior to any anniversary date, unless otherwise agreed in writing by Prairie State Bank, N.A.

Section 5. Syndication

(a) General. HPE Fund IV acknowledges and agrees that Tralvendo National Bank and Prairie State Bank, N.A. may, in their sole discretion, syndicate portions of the commitments under the Facilities to one or more additional financial institutions or other lenders (each, an "Additional Lender") at any time prior to or after the Closing Date, in accordance with the terms of the Commitment Letter and consistent with the syndication strategy described therein. The Commitment Parties shall manage all aspects of the syndication process in consultation with HPE Fund IV, and no Additional Lender shall receive an allocation of commitments under the Facilities without the prior consent of HPE Fund IV (such consent not to be unreasonably withheld, conditioned, or delayed), except as otherwise set forth in the Commitment Letter.

(b) Cooperation. HPE Fund IV agrees to use commercially reasonable efforts to assist the Commitment Parties in completing a successful syndication of the Facilities, including, without limitation: (i) participation by senior management of HPE Fund IV and, subject to the terms and conditions of the Merger Agreement, senior management of VeloPay in meetings, calls, and presentations with prospective Additional Lenders at times and locations mutually agreed upon by the parties; (ii) preparation of, and assistance in the preparation of, a customary confidential information memorandum and other marketing materials (including financial projections, business descriptions, and industry analyses) relating to VeloPay and its subsidiaries, in form and substance reasonably satisfactory to the Commitment Parties and HPE Fund IV; (iii) provision to the Commitment Parties and, through the Commitment Parties, to prospective Additional Lenders, of all financial statements, reports, and other information regarding VeloPay and its subsidiaries as may be reasonably requested and as may be necessary to complete the syndication, subject to customary confidentiality arrangements; and (iv) such other cooperation as is customary and reasonable in connection with the syndication of credit facilities of the type contemplated by the Commitment Letter.

(c) Market Flex Provisions. Notwithstanding anything to the contrary herein or in the Commitment Letter, the Commitment Parties shall have the right (the "Flex Right") to modify the pricing, structure, and certain other terms of the Facilities as set forth below, in each case solely to the extent reasonably necessary to facilitate a successful syndication of the Facilities:

(i) Term Loan Facility Flex. Tralvendo National Bank may, in its sole discretion, increase the interest rate spread applicable to the Term Loan Facility from the base rate of the Secured Overnight Financing Rate ("SOFR") plus 375 basis points (3.75%) per annum by up to an additional 25 basis points, resulting in a maximum interest rate spread of SOFR plus 400 basis points (4.00%) per annum. In addition, or as an alternative to any such spread increase, Tralvendo National Bank may introduce an original issue discount ("OID") of up to 1.00% (i.e., an issue price of not less than 99.00% of par) on the Term Loan Facility. Any such OID shall be reflected as a discount on the initial funding of the term loans under the Term Loan Facility.

(ii) Revolving Facility Flex. Prairie State Bank, N.A. may, in its sole discretion, increase the interest rate spread applicable to the Revolving Facility from the base rate of SOFR plus 325 basis points (3.25%) per annum by up to an additional 25 basis points, resulting in a maximum interest rate spread of SOFR plus 350 basis points (3.50%) per annum. No OID shall be applicable to the Revolving Facility.

(iii) Notice. Any exercise of the Flex Right by either Commitment Party shall be communicated in writing to HPE Fund IV with reasonable advance notice (and in any event not less than three (3) business days' prior written notice), specifying the nature and extent of the proposed modification. The Commitment Parties shall consult with HPE Fund IV in good faith regarding the exercise of any Flex Right, provided that the determination of whether to exercise any Flex Right shall remain in the sole discretion of the applicable Commitment Party.

(d) No Relief of Funding Obligations. For the avoidance of doubt, no syndication or attempted syndication of the Facilities, and no exercise or non-exercise of the Flex Right, shall reduce, relieve, or otherwise affect the obligation of each Commitment Party to fund its respective commitment under the Commitment Letter on the terms and subject to the conditions set forth therein. Each Commitment Party shall remain severally (and not jointly) liable for its full commitment under the Commitment Letter until such commitment is reduced or assigned in accordance with the terms thereof and of any definitive credit documentation.

Section 6. Duration and Ticking Fee

(a) Ticking Fee. A ticking fee (the "Ticking Fee") shall accrue on the aggregate undrawn commitments under the Term Loan Facility beginning on the date that is ninety (90) days after the date of the Commitment Letter (i.e., beginning on May 15, 2025) (the "Ticking Fee Commencement Date") and continuing through and including the earlier of (i) the Closing Date and (ii) the date on which the Commitment Letter is terminated in accordance with its terms without the Acquisition having been consummated. The Ticking Fee shall accrue at a rate of 0.25% per annum on the aggregate undrawn commitment amount of $500,000,000 under the Term Loan Facility, calculated on the basis of a 360-day year for the actual number of days elapsed during the applicable ticking fee period.

(b) Payment of Ticking Fee. The Ticking Fee shall be payable by HPE Fund IV in immediately available funds (i) on the Closing Date, if the Acquisition is consummated, or (ii) on the termination date of the Commitment Letter, if the Commitment Letter terminates without the Acquisition having been consummated. Once paid, the Ticking Fee shall be non-refundable.

(c) Illustrative Calculation. By way of illustration only, and not as a binding determination: assuming the Closing Date occurs on July 22, 2025, the Ticking Fee would accrue for a period of approximately sixty-eight (68) days (from May 15, 2025 through and including July 22, 2025), resulting in an estimated Ticking Fee of approximately Two Hundred Thirty-Six Thousand One Hundred Eleven Dollars ($236,111), calculated as follows: $500,000,000 × 0.0025 × (68/360) = $236,111 (rounded to the nearest dollar). The actual Ticking Fee payable shall be determined based on the actual number of days elapsed during the ticking fee accrual period and the actual Closing Date or termination date, as applicable.

(d) No Ticking Fee on Revolving Facility. No ticking fee shall accrue on, or be payable with respect to, the commitments under the Revolving Facility.

Section 7. Expenses and Indemnification

(a) Expense Reimbursement. HPE Fund IV agrees to reimburse the Commitment Parties for all reasonable and documented out-of-pocket expenses incurred by the Commitment Parties (and, to the extent provided in the Commitment Letter, their respective affiliates) in connection with the Facilities, the Commitment Letter, and this Fee Letter, whether or not the Closing Date occurs and whether or not the Acquisition is consummated. Such expenses shall include, without limitation:

(i) all fees, charges, and disbursements of Maplewood & Strauss LLP, One International Place, Suite 3600, Boston, Massachusetts 02110 (lead partner: Gordon Strauss), as counsel to the Commitment Parties in connection with the negotiation, preparation, execution, and delivery of this Fee Letter, the Commitment Letter, the Credit Agreements, and all other definitive credit documentation relating to the Facilities, including any amendments, modifications, waivers, or consents thereunder;

(ii) all out-of-pocket due diligence expenses, including fees of consultants, appraisers, and environmental and insurance advisors retained by the Commitment Parties in connection with their evaluation of VeloPay and its subsidiaries;

(iii) all travel expenses reasonably incurred by the Commitment Parties and their advisors in connection with due diligence site visits, lender meetings, and other syndication-related activities;

(iv) all filing fees, recording fees, search fees (including UCC, tax lien, judgment, and litigation search fees), and other fees and charges incurred in connection with the perfection of security interests and the creation of liens on the collateral securing the Facilities; and

(v) all syndication expenses, including the costs of preparing, printing, and distributing the confidential information memorandum and other marketing materials, and the costs of hosting lender meetings and related events.

(b) Timing of Reimbursement. Expense reimbursement shall be made by HPE Fund IV promptly (and in any event within thirty (30) days) following receipt of reasonably detailed invoices from the Commitment Parties or their counsel, as applicable. The obligation of HPE Fund IV to reimburse expenses under this Section 7 shall arise regardless of whether the Closing occurs and shall survive the termination of this Fee Letter and the Commitment Letter.

(c) Indemnification. The indemnification provisions set forth in the Commitment Letter are hereby incorporated by reference into this Fee Letter as if set forth herein in their entirety. Without limiting the generality of the foregoing, HPE Fund IV shall indemnify and hold harmless each Commitment Party and each of their respective affiliates, and each of their respective officers, directors, employees, agents, advisors, and controlling persons (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable and documented fees and disbursements of counsel) incurred by, imposed upon, or asserted against any such Indemnified Person arising out of or in connection with this Fee Letter, the Commitment Letter, the Facilities, the Acquisition, or any related transaction, subject in each case to the customary exceptions and limitations set forth in the Commitment Letter (including, without limitation, exceptions for losses found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnified Person).

Section 8. Confidentiality

(a) General. This Fee Letter is confidential and, except as set forth in this Section 8, the contents hereof may not be disclosed by HPE Fund IV to any person without the prior written consent of each Commitment Party. Without limiting the foregoing, HPE Fund IV shall not, and shall cause its affiliates, advisors, and representatives not to, disclose the existence of, or any of the terms or provisions of, this Fee Letter (including, without limitation, the specific fee amounts, fee percentages, and market flex provisions set forth herein) to any person other than the following (each, a "Permitted Recipient"):

(i) HPE Fund IV's officers, directors, employees, partners, members, and controlling persons who have a need to know the contents of this Fee Letter in connection with the Acquisition and the Facilities and who are informed of the confidential nature of this Fee Letter and agree to keep the contents hereof confidential;

(ii) HPE Fund IV's legal counsel, Calderwood & Harkness LLP, 787 Seventh Avenue, 38th Floor, New York, New York 10019 (lead partner: Sandra Tung; matter number: 1003-00003), in connection with their representation of HPE Fund IV with respect to the Acquisition and the Facilities;

(iii) HPE Fund IV's financial advisor, Pendleton Hawkes & Co., 383 Madison Avenue, 17th Floor, New York, New York 10179 (lead managing director: David Constantinou), in connection with their engagement by HPE Fund IV with respect to the Acquisition;

(iv) VeloPay Systems, Inc. and its legal counsel, Whitford Jessup & Crane LLP, solely to the extent that disclosure of the existence or certain terms of this Fee Letter is required under the Merger Agreement or is reasonably necessary in connection with the consummation of the Acquisition; provided that any such disclosure shall be made only on a redacted basis that does not reveal the specific fee amounts, fee percentages, fee breakdowns, or market flex provisions set forth herein; and

(v) any court of competent jurisdiction, governmental authority, or regulatory body requiring disclosure of this Fee Letter or any of the terms hereof pursuant to applicable law, regulation, or legal process, including in connection with any judicial or administrative proceeding; provided that HPE Fund IV shall, to the extent permitted by applicable law, give prompt written notice to the Commitment Parties of any such required disclosure and shall cooperate with the Commitment Parties in seeking a protective order or other appropriate remedy to preserve the confidentiality of this Fee Letter.

(b) Limited Disclosure. Notwithstanding the restrictions set forth in Section 8(a), HPE Fund IV may disclose the existence of this Fee Letter and the aggregate amount of fees payable hereunder (but not the specific fee breakdowns, individual fee amounts, fee percentages, or market flex provisions) to the extent such disclosure is required by applicable law or regulation, including in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any filing with the Securities and Exchange Commission (the "SEC"), or any disclosure required under the terms of the Merger Agreement. HPE Fund IV agrees to consult with the Commitment Parties in advance of any such disclosure to the extent reasonably practicable and to use commercially reasonable efforts to minimize the scope of any such required disclosure.

(c) Binding on Permitted Recipients. HPE Fund IV shall be responsible for any breach of this Section 8 by any Permitted Recipient and shall cause each Permitted Recipient to comply with the confidentiality obligations set forth herein as if such Permitted Recipient were a party to this Fee Letter.

Section 9. Conditions to Payment

(a) Closing Condition. All fees described in Sections 2, 3, and 4 of this Fee Letter (the Arrangement Fees, the Upfront Fees, and the first annual installment of the Administrative Agent Fees) shall be contingent upon, and shall become due and payable solely upon, the occurrence of the Closing Date. No such fees shall be payable prior to the Closing Date (except as expressly set forth in Section 2 with respect to the execution and initial funding of the Credit Agreements). Payment of such fees shall be made by HPE Fund IV in immediately available funds on the Closing Date, in accordance with the wire instructions set forth in Annex B attached hereto.

(b) Termination Without Closing. If the Acquisition is not consummated and the Commitment Letter terminates in accordance with its terms (including, without limitation, upon the occurrence of the outside date set forth in the Commitment Letter, which outside date is aligned with the outside date under the Merger Agreement), no Arrangement Fees, Upfront Fees, or Administrative Agent Fees shall be due or payable by HPE Fund IV to any Commitment Party; provided, however, that (i) any Ticking Fees accrued through the date of termination of the Commitment Letter shall remain due and payable in accordance with Section 6 of this Fee Letter and (ii) all expense reimbursement obligations of HPE Fund IV under Section 7 of this Fee Letter shall survive any such termination and shall remain in full force and effect.

(c) Funds Flow. HPE Fund IV agrees that all fee payments due on the Closing Date shall be reflected in the funds flow memorandum to be prepared by the parties in connection with the Closing and shall be paid simultaneously with, and as a condition to, the initial funding under the Facilities.

Section 10. Amendments and Waivers

This Fee Letter may not be amended, supplemented, modified, or waived except by a written instrument executed by each of HPE Fund IV, Tralvendo National Bank, and Prairie State Bank, N.A. No failure or delay on the part of any party hereto in exercising any right, power, or privilege under this Fee Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of the parties hereto under this Fee Letter are cumulative and are not exclusive of any rights or remedies that they may otherwise have at law, in equity, or under any other agreement.

Section 11. Governing Law; Jurisdiction; Waiver of Jury Trial

(a) Governing Law. This Fee Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

(b) Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America sitting in the Southern District of New York and the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and any appellate court from any thereof, for the purpose of any action, suit, or proceeding arising out of or relating to this Fee Letter, and each party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

(c) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS FEE LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(c).

Section 12. Counterparts

This Fee Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be 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 Fee Letter by electronic transmission (including by portable document format (PDF) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of an original executed counterpart of this Fee Letter. The words "execution," "signed," "signature," and words of like import in this Fee Letter shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law.

Section 13. Integration with Commitment Letter

This Fee Letter is a part of, and supplements, the Commitment Letter dated as of February 14, 2025 (Reference CRE-2025-SPF-0441). In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter with respect to the fees and compensation described herein, the terms of this Fee Letter shall control and govern. In all other respects, the Commitment Letter shall remain in full force and effect. This Fee Letter, together with the Commitment Letter (including all exhibits, schedules, annexes, and term sheets attached thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, discussions, communications, understandings, and agreements, whether written or oral, among the parties with respect to such subject matter. No party shall have any liability or obligation to any other party relating to or arising from any such prior negotiation, discussion, communication, understanding, or agreement.

[Signature pages follow]

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Fee Letter by signing and returning to the undersigned a counterpart of this Fee Letter.

Very truly yours,

TRALVENDO NATIONAL BANK

By: ________

Name: Andrew Birchfield

Title: Managing Director, Sponsor Finance

Address: 100 Federal Street, 30th Floor

Boston, Massachusetts 02110

PRAIRIE STATE BANK, N.A.

By: ________

Name: Monica Fuentes

Title: Senior Vice President

Address: 231 South LaSalle Street, Suite 4400

Chicago, Illinois 60604

Accepted and Agreed as of February 14, 2025:

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Management IV LLC,

its General Partner

By: ________

Name: Priya Deshmukh

Title: Managing Partner, Fund IV

Address: 300 King Street, Suite 4200

Wilmington, Delaware 19801 EIN: 87-4231956

ANNEX A

FEE SUMMARY SCHEDULE

The following table sets forth a summary of all fees payable by HPE Fund IV to the Commitment Parties under this Fee Letter. This summary is provided for convenience of reference only and is qualified in its entirety by the detailed provisions of the Fee Letter to which it is attached.

Summary of One-Time Fees Payable at Closing:

Note: Amounts shown are estimates based on an assumed Closing Date of July 22, 2025. Actual Ticking Fee will be calculated based on the actual Closing Date or termination date. Administrative Agent Fees reflect only the first annual installment; subsequent annual installments will be due on each anniversary of the Closing Date during the respective terms of the Facilities. Expense reimbursement obligations are not reflected in the table above and will be invoiced separately. All amounts are exclusive of any applicable taxes.

ANNEX B

WIRE INSTRUCTIONS

All fee payments due to the Commitment Parties under this Fee Letter shall be made in United States dollars by wire transfer of immediately available funds to the following accounts:

Wire Instructions for Tralvendo National Bank:

Bank Name: Tralvendo National Bank ABA Routing Number: 011401533 Account Name: Tralvendo National Bank — Sponsor Finance Fee Account Account Number: 7820-4419-6037 SWIFT Code: CRMKUS33 Reference: Harrowgate / VeloPay — Fee Letter CRE-2025-SPF-0441

Attention: Andrew Birchfield, Managing Director, Sponsor Finance

Telephone: (617) 482-5500

Email: abirchfield@crestmarkbank.com

Wire Instructions for Prairie State Bank, N.A.:

Bank Name: Prairie State Bank, N.A. ABA Routing Number: 071903014 Account Name: Prairie State Bank — Leveraged Finance Fee Account Account Number: 3341-8827-0052 SWIFT Code: PRSTUS44 Reference: Harrowgate / VeloPay — Fee Letter CRE-2025-SPF-0441

Attention: Monica Fuentes, Senior Vice President

Telephone: (312) 750-8200

Email: mfuentes@prairiestatebank.com

Note: All fee payments are to be included in the funds flow memorandum to be prepared by the parties (in consultation with their respective counsel) in connection with the Closing and shall be disbursed simultaneously with the initial funding under the Facilities. HPE Fund IV shall confirm wire transfers by email to the contacts listed above promptly following initiation. Each Commitment Party reserves the right to update its wire instructions set forth herein by written notice to HPE Fund IV delivered not less than five (5) business days prior to any payment date.

[End of Fee Letter]

Fee Type	Payee	Basis	Amount
Arrangement Fee — Term Loan Facility	Tralvendo National Bank	0.50% × $500,000,000	$2,500,000
Arrangement Fee — Revolving Facility	Prairie State Bank, N.A.	0.40% × $260,000,000	$1,040,000
Upfront Fee — Term Loan Facility	Tralvendo National Bank	0.25% × $500,000,000	$1,250,000
Upfront Fee — Revolving Facility	Prairie State Bank, N.A.	0.25% × $260,000,000	$650,000
Administrative Agent Fee — Term Loan Facility	Tralvendo National Bank	Annual (7-year term)	$150,000 per annum
Administrative Agent Fee — Revolving Facility	Prairie State Bank, N.A.	Annual (5-year term)	$100,000 per annum
Ticking Fee (if applicable)	Tralvendo National Bank	0.25% per annum on undrawn Term Loan Facility commitment from May 15, 2025	Approx. $236,111 (estimated through July 22, 2025 Closing)
Component	Amount
Total Arrangement Fees	$3,540,000
Total Upfront Fees	$1,900,000
Estimated Ticking Fee (through July 22, 2025)	$236,111
First-Year Administrative Agent Fees	$250,000
Estimated Total Fees Due at Closing	$5,926,111

CONFIDENTIAL FEE LETTER
Execution Version
February 14, 2025
February 14, 2025
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801
Attention: Priya Deshmukh, Managing Partner, Fund IV
Re: Fee Letter in connection with debt financing for the acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP — Reference CRE-2025-SPF-0441
Dear Ms. Deshmukh:
Reference is made to that certain Commitment Letter dated as of even date herewith (Reference CRE-2025-SPF-0441) (the "Commitment Letter"), among Tralvendo National Bank, a national banking association organized under the laws of the United States ("Tralvendo"), Prairie State Bank, N.A., a national banking association organized under the laws of the United States ("Prairie State," and together with Tralvendo, the "Commitment Parties"), and Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Borrower"). This letter agreement (this "Fee Letter") sets forth the fees and other compensation payable to the Commitment Parties in connection with the Facilities described in the Commitment Letter. This Fee Letter is the "Fee Letter" referred to in the Commitment Letter.
This Fee Letter is being delivered to you by:
Tralvendo National Bank 100 Federal Street, 30th Floor Boston, Massachusetts 02110
Prairie State Bank, N.A. 231 South LaSalle Street, Suite 4400 Chicago, Illinois 60604
Section 1. Reference to Commitment Letter; Definitions
As described in the Commitment Letter, the Commitment Parties have agreed to provide commitments in connection with the proposed acquisition (the "Acquisition") of VeloPay Systems, Inc. ("VeloPay" or the "Target"), a corporation organized under the laws of the State of Delaware, by HPE Fund IV. The Acquisition will be effected through a reverse triangular merger (the "Merger") pursuant to which Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving the Merger as a wholly-owned subsidiary of HPE Fund IV. The aggregate merger consideration to be paid in connection with the Acquisition is One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration"), subject to customary adjustments as set forth in the Agreement and Plan of Merger by and among HPE Fund IV, Merger Sub, and VeloPay (the "Merger Agreement").
In connection with the Acquisition, the Commitment Parties have committed to provide the following debt financing (collectively, the "Facilities"):
(a) a senior secured term loan facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Term Loan Facility"), for which Tralvendo National Bank will serve as lead arranger and administrative agent; and
(b) a senior secured revolving credit facility in an aggregate principal amount of Two Hundred Sixty Million Dollars ($260,000,000) (the "Revolving Facility," and together with the Term Loan Facility, the "Facilities"), for which Prairie State Bank, N.A. will serve as co-arranger and administrative agent.
Capitalized terms used but not otherwise defined in this Fee Letter shall have the respective meanings ascribed to such terms in the Commitment Letter. For purposes of this Fee Letter, "Closing Date" means the date on which the Acquisition is consummated and the initial funding under the Facilities occurs. In the event of any inconsistency between a definition set forth in this Fee Letter and a definition set forth in the Commitment Letter, the definition in this Fee Letter shall control solely with respect to the subject matter of this Fee Letter.
Section 2. Arrangement Fees
(a) Term Loan Facility Arrangement Fee. In consideration of Tralvendo National Bank's agreement to serve as sole lead arranger and book runner and as administrative agent for the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an arrangement fee (the "Term Loan Arrangement Fee") in an amount equal to 0.50% of the aggregate commitments under the Term Loan Facility. Based on the aggregate Term Loan Facility commitment of $500,000,000, the Term Loan Arrangement Fee shall be Two Million Five Hundred Thousand Dollars ($2,500,000). The Term Loan Arrangement Fee shall be due and payable in immediately available funds on the earlier of (i) the Closing Date and (ii) the date on which the definitive credit documentation for the Term Loan Facility (the "Term Loan Credit Agreement") is executed and delivered by the parties thereto and the initial funding thereunder occurs. Once paid, the Term Loan Arrangement Fee shall be fully earned, non-refundable, and non-creditable against any other fees, payments, or obligations of HPE Fund IV to any Commitment Party, whether under this Fee Letter, the Commitment Letter, or otherwise.
(b) Revolving Facility Arrangement Fee. In consideration of Prairie State Bank, N.A.'s agreement to serve as co-arranger and as administrative agent for the Revolving Facility, HPE Fund IV shall pay to Prairie State Bank, N.A. an arrangement fee (the "Revolving Arrangement Fee," and together with the Term Loan Arrangement Fee, the "Arrangement Fees") in an amount equal to 0.40% of the aggregate commitments under the Revolving Facility. Based on the aggregate Revolving Facility commitment of $260,000,000, the Revolving Arrangement Fee shall be One Million Forty Thousand Dollars ($1,040,000). The Revolving Arrangement Fee shall be due and payable in immediately available funds on the earlier of (i) the Closing Date and (ii) the date on which the definitive credit documentation for the Revolving Facility (the "Revolving Credit Agreement," and together with the Term Loan Credit Agreement, the "Credit Agreements") is executed and delivered by the parties thereto. Once paid, the Revolving Arrangement Fee shall be fully earned, non-refundable, and non-creditable against any other fees, payments, or obligations of HPE Fund IV to any Commitment Party, whether under this Fee Letter, the Commitment Letter, or otherwise.
Section 3. Upfront Fees
(a) Tralvendo Upfront Fee. As additional compensation for the commitment provided by Tralvendo National Bank under the Commitment Letter with respect to the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an upfront fee (the "Tralvendo Upfront Fee") in an amount equal to 0.25% of the aggregate Term Loan Facility commitment. Based on the aggregate Term Loan Facility commitment of $500,000,000, the Tralvendo Upfront Fee shall be One Million Two Hundred Fifty Thousand Dollars ($1,250,000).
(b) Prairie State Upfront Fee. As additional compensation for the commitment provided by Prairie State Bank, N.A. under the Commitment Letter with respect to the Revolving Facility, HPE Fund IV shall pay to Prairie State Bank, N.A. an upfront fee (the "Prairie State Upfront Fee," and together with the Tralvendo Upfront Fee, the "Upfront Fees") in an amount equal to 0.25% of the aggregate Revolving Facility commitment. Based on the aggregate Revolving Facility commitment of $260,000,000, the Prairie State Upfront Fee shall be Six Hundred Fifty Thousand Dollars ($650,000).
(c) General Terms. The aggregate Upfront Fees payable under this Section 3 shall be One Million Nine Hundred Thousand Dollars ($1,900,000). The Upfront Fees shall be deemed earned upon the execution and delivery of the Commitment Letter and shall be due and payable in immediately available funds on the Closing Date. Once paid, the Upfront Fees shall be non-refundable. For the avoidance of doubt, the Upfront Fees are in addition to, and shall not be credited against, the Arrangement Fees described in Section 2 of this Fee Letter or any other fees payable by HPE Fund IV to the Commitment Parties hereunder or under the Commitment Letter.
Section 4. Administrative Agent Fees
(a) Term Loan Administrative Agent Fee. In consideration of Tralvendo National Bank's agreement to serve as Administrative Agent for the Term Loan Facility, HPE Fund IV shall pay to Tralvendo National Bank an annual administrative agent fee (the "Term Loan Agent Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000) per annum. The first annual payment of the Term Loan Agent Fee shall be due and payable in immediately available funds on the Closing Date. Subsequent annual payments shall be due and payable on each anniversary of the Closing Date during the term of the Term Loan Facility, which term is expected to be seven (7) years from the Closing Date. The Term Loan Agent Fee shall be fully earned when due and shall be non-refundable and payable regardless of whether any term loans are outstanding under the Term Loan Facility or whether the Term Loan Facility is otherwise utilized, drawn, or available. The Term Loan Agent Fee shall not be subject to proration in the event of a prepayment, termination, or reduction of the Term Loan Facility prior to any anniversary date, unless otherwise agreed in writing by Tralvendo National Bank.
(b) Revolving Facility Administrative Agent Fee. In consideration of Prairie State Bank, N.A.'s agreement to serve as Administrative Agent for the Revolving Facility, HPE Fund IV shall pay to Prairie State Bank, N.A. an annual administrative agent fee (the "Revolving Agent Fee," and together with the Term Loan Agent Fee, the "Administrative Agent Fees") in the amount of One Hundred Thousand Dollars ($100,000) per annum. The first annual payment of the Revolving Agent Fee shall be due and payable in immediately available funds on the Closing Date. Subsequent annual payments shall be due and payable on each anniversary of the Closing Date during the term of the Revolving Facility, which term is expected to be five (5) years from the Closing Date. The Revolving Agent Fee shall be fully earned when due and shall be non-refundable and payable regardless of whether any revolving loans, swingline loans, or letters of credit are outstanding under the Revolving Facility or whether the Revolving Facility is otherwise utilized, drawn, or available. The Revolving Agent Fee shall not be subject to proration in the event of a reduction or termination of the Revolving Facility prior to any anniversary date, unless otherwise agreed in writing by Prairie State Bank, N.A.
Section 5. Syndication
(a) General. HPE Fund IV acknowledges and agrees that Tralvendo National Bank and Prairie State Bank, N.A. may, in their sole discretion, syndicate portions of the commitments under the Facilities to one or more additional financial institutions or other lenders (each, an "Additional Lender") at any time prior to or after the Closing Date, in accordance with the terms of the Commitment Letter and consistent with the syndication strategy described therein. The Commitment Parties shall manage all aspects of the syndication process in consultation with HPE Fund IV, and no Additional Lender shall receive an allocation of commitments under the Facilities without the prior consent of HPE Fund IV (such consent not to be unreasonably withheld, conditioned, or delayed), except as otherwise set forth in the Commitment Letter.
(b) Cooperation. HPE Fund IV agrees to use commercially reasonable efforts to assist the Commitment Parties in completing a successful syndication of the Facilities, including, without limitation: (i) participation by senior management of HPE Fund IV and, subject to the terms and conditions of the Merger Agreement, senior management of VeloPay in meetings, calls, and presentations with prospective Additional Lenders at times and locations mutually agreed upon by the parties; (ii) preparation of, and assistance in the preparation of, a customary confidential information memorandum and other marketing materials (including financial projections, business descriptions, and industry analyses) relating to VeloPay and its subsidiaries, in form and substance reasonably satisfactory to the Commitment Parties and HPE Fund IV; (iii) provision to the Commitment Parties and, through the Commitment Parties, to prospective Additional Lenders, of all financial statements, reports, and other information regarding VeloPay and its subsidiaries as may be reasonably requested and as may be necessary to complete the syndication, subject to customary confidentiality arrangements; and (iv) such other cooperation as is customary and reasonable in connection with the syndication of credit facilities of the type contemplated by the Commitment Letter.
(c) Market Flex Provisions. Notwithstanding anything to the contrary herein or in the Commitment Letter, the Commitment Parties shall have the right (the "Flex Right") to modify the pricing, structure, and certain other terms of the Facilities as set forth below, in each case solely to the extent reasonably necessary to facilitate a successful syndication of the Facilities:
(i) Term Loan Facility Flex. Tralvendo National Bank may, in its sole discretion, increase the interest rate spread applicable to the Term Loan Facility from the base rate of the Secured Overnight Financing Rate ("SOFR") plus 375 basis points (3.75%) per annum by up to an additional 25 basis points, resulting in a maximum interest rate spread of SOFR plus 400 basis points (4.00%) per annum. In addition, or as an alternative to any such spread increase, Tralvendo National Bank may introduce an original issue discount ("OID") of up to 1.00% (i.e., an issue price of not less than 99.00% of par) on the Term Loan Facility. Any such OID shall be reflected as a discount on the initial funding of the term loans under the Term Loan Facility.
(ii) Revolving Facility Flex. Prairie State Bank, N.A. may, in its sole discretion, increase the interest rate spread applicable to the Revolving Facility from the base rate of SOFR plus 325 basis points (3.25%) per annum by up to an additional 25 basis points, resulting in a maximum interest rate spread of SOFR plus 350 basis points (3.50%) per annum. No OID shall be applicable to the Revolving Facility.
(iii) Notice. Any exercise of the Flex Right by either Commitment Party shall be communicated in writing to HPE Fund IV with reasonable advance notice (and in any event not less than three (3) business days' prior written notice), specifying the nature and extent of the proposed modification. The Commitment Parties shall consult with HPE Fund IV in good faith regarding the exercise of any Flex Right, provided that the determination of whether to exercise any Flex Right shall remain in the sole discretion of the applicable Commitment Party.
(d) No Relief of Funding Obligations. For the avoidance of doubt, no syndication or attempted syndication of the Facilities, and no exercise or non-exercise of the Flex Right, shall reduce, relieve, or otherwise affect the obligation of each Commitment Party to fund its respective commitment under the Commitment Letter on the terms and subject to the conditions set forth therein. Each Commitment Party shall remain severally (and not jointly) liable for its full commitment under the Commitment Letter until such commitment is reduced or assigned in accordance with the terms thereof and of any definitive credit documentation.
Section 6. Duration and Ticking Fee
(a) Ticking Fee. A ticking fee (the "Ticking Fee") shall accrue on the aggregate undrawn commitments under the Term Loan Facility beginning on the date that is ninety (90) days after the date of the Commitment Letter (i.e., beginning on May 15, 2025) (the "Ticking Fee Commencement Date") and continuing through and including the earlier of (i) the Closing Date and (ii) the date on which the Commitment Letter is terminated in accordance with its terms without the Acquisition having been consummated. The Ticking Fee shall accrue at a rate of 0.25% per annum on the aggregate undrawn commitment amount of $500,000,000 under the Term Loan Facility, calculated on the basis of a 360-day year for the actual number of days elapsed during the applicable ticking fee period.
(b) Payment of Ticking Fee. The Ticking Fee shall be payable by HPE Fund IV in immediately available funds (i) on the Closing Date, if the Acquisition is consummated, or (ii) on the termination date of the Commitment Letter, if the Commitment Letter terminates without the Acquisition having been consummated. Once paid, the Ticking Fee shall be non-refundable.
(c) Illustrative Calculation. By way of illustration only, and not as a binding determination: assuming the Closing Date occurs on July 22, 2025, the Ticking Fee would accrue for a period of approximately sixty-eight (68) days (from May 15, 2025 through and including July 22, 2025), resulting in an estimated Ticking Fee of approximately Two Hundred Thirty-Six Thousand One Hundred Eleven Dollars ($236,111), calculated as follows: $500,000,000 × 0.0025 × (68/360) = $236,111 (rounded to the nearest dollar). The actual Ticking Fee payable shall be determined based on the actual number of days elapsed during the ticking fee accrual period and the actual Closing Date or termination date, as applicable.
(d) No Ticking Fee on Revolving Facility. No ticking fee shall accrue on, or be payable with respect to, the commitments under the Revolving Facility.
Section 7. Expenses and Indemnification
(a) Expense Reimbursement. HPE Fund IV agrees to reimburse the Commitment Parties for all reasonable and documented out-of-pocket expenses incurred by the Commitment Parties (and, to the extent provided in the Commitment Letter, their respective affiliates) in connection with the Facilities, the Commitment Letter, and this Fee Letter, whether or not the Closing Date occurs and whether or not the Acquisition is consummated. Such expenses shall include, without limitation:
(i) all fees, charges, and disbursements of Maplewood & Strauss LLP, One International Place, Suite 3600, Boston, Massachusetts 02110 (lead partner: Gordon Strauss), as counsel to the Commitment Parties in connection with the negotiation, preparation, execution, and delivery of this Fee Letter, the Commitment Letter, the Credit Agreements, and all other definitive credit documentation relating to the Facilities, including any amendments, modifications, waivers, or consents thereunder;
(ii) all out-of-pocket due diligence expenses, including fees of consultants, appraisers, and environmental and insurance advisors retained by the Commitment Parties in connection with their evaluation of VeloPay and its subsidiaries;
(iii) all travel expenses reasonably incurred by the Commitment Parties and their advisors in connection with due diligence site visits, lender meetings, and other syndication-related activities;
(iv) all filing fees, recording fees, search fees (including UCC, tax lien, judgment, and litigation search fees), and other fees and charges incurred in connection with the perfection of security interests and the creation of liens on the collateral securing the Facilities; and
(v) all syndication expenses, including the costs of preparing, printing, and distributing the confidential information memorandum and other marketing materials, and the costs of hosting lender meetings and related events.
(b) Timing of Reimbursement. Expense reimbursement shall be made by HPE Fund IV promptly (and in any event within thirty (30) days) following receipt of reasonably detailed invoices from the Commitment Parties or their counsel, as applicable. The obligation of HPE Fund IV to reimburse expenses under this Section 7 shall arise regardless of whether the Closing occurs and shall survive the termination of this Fee Letter and the Commitment Letter.
(c) Indemnification. The indemnification provisions set forth in the Commitment Letter are hereby incorporated by reference into this Fee Letter as if set forth herein in their entirety. Without limiting the generality of the foregoing, HPE Fund IV shall indemnify and hold harmless each Commitment Party and each of their respective affiliates, and each of their respective officers, directors, employees, agents, advisors, and controlling persons (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable and documented fees and disbursements of counsel) incurred by, imposed upon, or asserted against any such Indemnified Person arising out of or in connection with this Fee Letter, the Commitment Letter, the Facilities, the Acquisition, or any related transaction, subject in each case to the customary exceptions and limitations set forth in the Commitment Letter (including, without limitation, exceptions for losses found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnified Person).
Section 8. Confidentiality
(a) General. This Fee Letter is confidential and, except as set forth in this Section 8, the contents hereof may not be disclosed by HPE Fund IV to any person without the prior written consent of each Commitment Party. Without limiting the foregoing, HPE Fund IV shall not, and shall cause its affiliates, advisors, and representatives not to, disclose the existence of, or any of the terms or provisions of, this Fee Letter (including, without limitation, the specific fee amounts, fee percentages, and market flex provisions set forth herein) to any person other than the following (each, a "Permitted Recipient"):
(i) HPE Fund IV's officers, directors, employees, partners, members, and controlling persons who have a need to know the contents of this Fee Letter in connection with the Acquisition and the Facilities and who are informed of the confidential nature of this Fee Letter and agree to keep the contents hereof confidential;
(ii) HPE Fund IV's legal counsel, Calderwood & Harkness LLP, 787 Seventh Avenue, 38th Floor, New York, New York 10019 (lead partner: Sandra Tung; matter number: 1003-00003), in connection with their representation of HPE Fund IV with respect to the Acquisition and the Facilities;
(iii) HPE Fund IV's financial advisor, Pendleton Hawkes & Co., 383 Madison Avenue, 17th Floor, New York, New York 10179 (lead managing director: David Constantinou), in connection with their engagement by HPE Fund IV with respect to the Acquisition;
(iv) VeloPay Systems, Inc. and its legal counsel, Whitford Jessup & Crane LLP, solely to the extent that disclosure of the existence or certain terms of this Fee Letter is required under the Merger Agreement or is reasonably necessary in connection with the consummation of the Acquisition; provided that any such disclosure shall be made only on a redacted basis that does not reveal the specific fee amounts, fee percentages, fee breakdowns, or market flex provisions set forth herein; and
(v) any court of competent jurisdiction, governmental authority, or regulatory body requiring disclosure of this Fee Letter or any of the terms hereof pursuant to applicable law, regulation, or legal process, including in connection with any judicial or administrative proceeding; provided that HPE Fund IV shall, to the extent permitted by applicable law, give prompt written notice to the Commitment Parties of any such required disclosure and shall cooperate with the Commitment Parties in seeking a protective order or other appropriate remedy to preserve the confidentiality of this Fee Letter.
(b) Limited Disclosure. Notwithstanding the restrictions set forth in Section 8(a), HPE Fund IV may disclose the existence of this Fee Letter and the aggregate amount of fees payable hereunder (but not the specific fee breakdowns, individual fee amounts, fee percentages, or market flex provisions) to the extent such disclosure is required by applicable law or regulation, including in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any filing with the Securities and Exchange Commission (the "SEC"), or any disclosure required under the terms of the Merger Agreement. HPE Fund IV agrees to consult with the Commitment Parties in advance of any such disclosure to the extent reasonably practicable and to use commercially reasonable efforts to minimize the scope of any such required disclosure.
(c) Binding on Permitted Recipients. HPE Fund IV shall be responsible for any breach of this Section 8 by any Permitted Recipient and shall cause each Permitted Recipient to comply with the confidentiality obligations set forth herein as if such Permitted Recipient were a party to this Fee Letter.
Section 9. Conditions to Payment
(a) Closing Condition. All fees described in Sections 2, 3, and 4 of this Fee Letter (the Arrangement Fees, the Upfront Fees, and the first annual installment of the Administrative Agent Fees) shall be contingent upon, and shall become due and payable solely upon, the occurrence of the Closing Date. No such fees shall be payable prior to the Closing Date (except as expressly set forth in Section 2 with respect to the execution and initial funding of the Credit Agreements). Payment of such fees shall be made by HPE Fund IV in immediately available funds on the Closing Date, in accordance with the wire instructions set forth in Annex B attached hereto.
(b) Termination Without Closing. If the Acquisition is not consummated and the Commitment Letter terminates in accordance with its terms (including, without limitation, upon the occurrence of the outside date set forth in the Commitment Letter, which outside date is aligned with the outside date under the Merger Agreement), no Arrangement Fees, Upfront Fees, or Administrative Agent Fees shall be due or payable by HPE Fund IV to any Commitment Party; provided, however, that (i) any Ticking Fees accrued through the date of termination of the Commitment Letter shall remain due and payable in accordance with Section 6 of this Fee Letter and (ii) all expense reimbursement obligations of HPE Fund IV under Section 7 of this Fee Letter shall survive any such termination and shall remain in full force and effect.
(c) Funds Flow. HPE Fund IV agrees that all fee payments due on the Closing Date shall be reflected in the funds flow memorandum to be prepared by the parties in connection with the Closing and shall be paid simultaneously with, and as a condition to, the initial funding under the Facilities.
Section 10. Amendments and Waivers
This Fee Letter may not be amended, supplemented, modified, or waived except by a written instrument executed by each of HPE Fund IV, Tralvendo National Bank, and Prairie State Bank, N.A. No failure or delay on the part of any party hereto in exercising any right, power, or privilege under this Fee Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of the parties hereto under this Fee Letter are cumulative and are not exclusive of any rights or remedies that they may otherwise have at law, in equity, or under any other agreement.
Section 11. Governing Law; Jurisdiction; Waiver of Jury Trial
(a) Governing Law. This Fee Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
(b) Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America sitting in the Southern District of New York and the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and any appellate court from any thereof, for the purpose of any action, suit, or proceeding arising out of or relating to this Fee Letter, and each party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
(c) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS FEE LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(c).
Section 12. Counterparts
This Fee Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be 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 Fee Letter by electronic transmission (including by portable document format (PDF) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of an original executed counterpart of this Fee Letter. The words "execution," "signed," "signature," and words of like import in this Fee Letter shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law.
Section 13. Integration with Commitment Letter
This Fee Letter is a part of, and supplements, the Commitment Letter dated as of February 14, 2025 (Reference CRE-2025-SPF-0441). In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter with respect to the fees and compensation described herein, the terms of this Fee Letter shall control and govern. In all other respects, the Commitment Letter shall remain in full force and effect. This Fee Letter, together with the Commitment Letter (including all exhibits, schedules, annexes, and term sheets attached thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, discussions, communications, understandings, and agreements, whether written or oral, among the parties with respect to such subject matter. No party shall have any liability or obligation to any other party relating to or arising from any such prior negotiation, discussion, communication, understanding, or agreement.
[Signature pages follow]
If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Fee Letter by signing and returning to the undersigned a counterpart of this Fee Letter.
Very truly yours,
TRALVENDO NATIONAL BANK
By: ________
Name: Andrew Birchfield
Title: Managing Director, Sponsor Finance
Address: 100 Federal Street, 30th Floor
Boston, Massachusetts 02110
PRAIRIE STATE BANK, N.A.
By: ________
Name: Monica Fuentes
Title: Senior Vice President
Address: 231 South LaSalle Street, Suite 4400
Chicago, Illinois 60604
Accepted and Agreed as of February 14, 2025:
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner, Fund IV
Address: 300 King Street, Suite 4200
Wilmington, Delaware 19801 EIN: 87-4231956
ANNEX A
FEE SUMMARY SCHEDULE
The following table sets forth a summary of all fees payable by HPE Fund IV to the Commitment Parties under this Fee Letter. This summary is provided for convenience of reference only and is qualified in its entirety by the detailed provisions of the Fee Letter to which it is attached.
Summary of One-Time Fees Payable at Closing:
Note: Amounts shown are estimates based on an assumed Closing Date of July 22, 2025. Actual Ticking Fee will be calculated based on the actual Closing Date or termination date. Administrative Agent Fees reflect only the first annual installment; subsequent annual installments will be due on each anniversary of the Closing Date during the respective terms of the Facilities. Expense reimbursement obligations are not reflected in the table above and will be invoiced separately. All amounts are exclusive of any applicable taxes.
ANNEX B
WIRE INSTRUCTIONS
All fee payments due to the Commitment Parties under this Fee Letter shall be made in United States dollars by wire transfer of immediately available funds to the following accounts:
Wire Instructions for Tralvendo National Bank:
Bank Name: Tralvendo National Bank ABA Routing Number: 011401533 Account Name: Tralvendo National Bank — Sponsor Finance Fee Account Account Number: 7820-4419-6037 SWIFT Code: CRMKUS33 Reference: Harrowgate / VeloPay — Fee Letter CRE-2025-SPF-0441
Attention: Andrew Birchfield, Managing Director, Sponsor Finance
Telephone: (617) 482-5500
Email: abirchfield@crestmarkbank.com
Wire Instructions for Prairie State Bank, N.A.:
Bank Name: Prairie State Bank, N.A. ABA Routing Number: 071903014 Account Name: Prairie State Bank — Leveraged Finance Fee Account Account Number: 3341-8827-0052 SWIFT Code: PRSTUS44 Reference: Harrowgate / VeloPay — Fee Letter CRE-2025-SPF-0441
Attention: Monica Fuentes, Senior Vice President
Telephone: (312) 750-8200
Email: mfuentes@prairiestatebank.com
Note: All fee payments are to be included in the funds flow memorandum to be prepared by the parties (in consultation with their respective counsel) in connection with the Closing and shall be disbursed simultaneously with the initial funding under the Facilities. HPE Fund IV shall confirm wire transfers by email to the contacts listed above promptly following initiation. Each Commitment Party reserves the right to update its wire instructions set forth herein by written notice to HPE Fund IV delivered not less than five (5) business days prior to any payment date.
[End of Fee Letter]
Fee Type | Payee | Basis | Amount
Arrangement Fee — Term Loan Facility | Tralvendo National Bank | 0.50% × $500,000,000 | $2,500,000
Arrangement Fee — Revolving Facility | Prairie State Bank, N.A. | 0.40% × $260,000,000 | $1,040,000
Upfront Fee — Term Loan Facility | Tralvendo National Bank | 0.25% × $500,000,000 | $1,250,000
Upfront Fee — Revolving Facility | Prairie State Bank, N.A. | 0.25% × $260,000,000 | $650,000
Administrative Agent Fee — Term Loan Facility | Tralvendo National Bank | Annual (7-year term) | $150,000 per annum
Administrative Agent Fee — Revolving Facility | Prairie State Bank, N.A. | Annual (5-year term) | $100,000 per annum
Ticking Fee (if applicable) | Tralvendo National Bank | 0.25% per annum on undrawn Term Loan Facility commitment from May 15, 2025 | Approx. $236,111 (estimated through July 22, 2025 Closing)
Component | Amount
Total Arrangement Fees | $3,540,000
Total Upfront Fees | $1,900,000
Estimated Ticking Fee (through July 22, 2025) | $236,111
First-Year Administrative Agent Fees | $250,000
Estimated Total Fees Due at Closing | $5,926,111

CONFIDENTIAL FEE LETTER

TRALVENDO NATIONAL BANK

PRAIRIE STATE BANK, N.A.

HARROWGATE PRIVATE EQUITY FUND IV LP

ANNEX A

FEE SUMMARY SCHEDULE

ANNEX B

WIRE INSTRUCTIONS

Record

Parties

Dates

Amounts