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

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GUARANTEE AND COLLATERAL AGREEMENT

Dated as of July 22, 2025

among

VELOPAY SYSTEMS, INC. a Delaware corporation, as Borrower,

VELOPAY PROCESSING LLC a Delaware limited liability company,

VELOPAY FRAUD INTELLIGENCE INC. a Delaware corporation,

PAYSTREAM GATEWAY LLC a Delaware limited liability company,

(each a "Subsidiary Guarantor" and, together with the Borrower, the "Grantors")

in favor of

TRALVENDO NATIONAL BANK a national banking association, as Administrative Agent for the Term Loan Lenders (the "Term Loan Agent")

and

PRAIRIE STATE BANK, N.A. a national banking association, as Administrative Agent for the Revolving Lenders (the "Revolver Agent" and, together with the Term Loan Agent, the "Agents")

Reference is made to that certain Senior Secured Credit Agreement dated as of July 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among VeloPay Systems, Inc., a Delaware corporation (the "Borrower"), Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Holdings"), Tralvendo National Bank, a national banking association, as Administrative Agent for the Term Loan Lenders, Prairie State Bank, N.A., a national banking association, as Administrative Agent for the Revolving Lenders, and the Lenders from time to time party thereto.

Reference is further made to that certain Intercreditor Agreement dated as of July 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), between Tralvendo National Bank and Prairie State Bank, N.A.

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RECITALS

A. Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Holdings"), with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801, acting through its wholly-owned acquisition subsidiary Harrowgate Velocity Merger Sub Inc., a Delaware corporation ("Merger Sub"), consummated a reverse triangular merger with VeloPay Systems, Inc. on July 22, 2025, pursuant to that certain Agreement and Plan of Merger dated as of March 18, 2025 (the "Merger Agreement"), among Holdings, Merger Sub, and VeloPay Systems, Inc. In such merger, Merger Sub merged with and into VeloPay Systems, Inc., with VeloPay Systems, Inc. surviving as a wholly-owned subsidiary of Holdings. The aggregate merger consideration paid in connection with the merger was One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration").

B. In connection with the foregoing transaction, the parties entered into the Credit Agreement, which provides for (i) a senior secured term loan facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Term Loan Facility"), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 3.75%, with a maturity date of seven (7) years from the Closing Date, with Tralvendo National Bank acting as lead arranger and administrative agent for the Term Loan Lenders, and (ii) 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 "Credit Facilities"), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 3.25%, with a maturity date of five (5) years from the Closing Date, with Prairie State Bank, N.A. acting as co-arranger and administrative agent for the Revolving Lenders. The commitments of the Lenders under the Credit Facilities were made pursuant to that certain Debt Commitment Letter, Reference No. CRE-2025-SPF-0441, dated February 14, 2025, delivered by Tralvendo National Bank and Prairie State Bank, N.A. to Holdings.

C. The proceeds of the Term Loan Facility, together with equity contributions from Holdings and its affiliates, have been used to finance, in part, the Merger Consideration, to refinance VeloPay Systems, Inc.'s existing senior secured credit facility with Meridian Commercial Credit Corp. in an aggregate outstanding principal amount of approximately One Hundred Twelve Million Dollars ($112,000,000) (with a total payoff amount, including accrued and unpaid interest through the Closing Date, of approximately One Hundred Thirteen Million Two Hundred Thirty Thousand Dollars ($113,230,000)), and to pay fees, costs, and expenses incurred in connection with the foregoing transactions. The Revolving Facility was drawn in an aggregate amount of approximately Two Hundred Fifty-Four Million Seven Hundred Thousand Dollars ($254,700,000) at closing and was used for the same purposes.

D. It is a condition precedent to the effectiveness of the Credit Agreement and to the making of each extension of credit thereunder that the Subsidiary Guarantors execute and deliver this Guarantee and Collateral Agreement to the Agents, for the ratable benefit of the Secured Parties, to guarantee the full and punctual payment and performance of all Secured Obligations and to pledge and grant a security interest in substantially all of their assets as collateral security for the Secured Obligations.

E. Each Subsidiary Guarantor is a direct or indirect wholly-owned subsidiary of the Borrower. Each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the extensions of credit made under the Credit Agreement and the other Loan Documents, and that the guarantee and collateral grant made hereby are in furtherance of the purposes of the Borrower and the Subsidiary Guarantors and are reasonably expected to benefit, directly and indirectly, each Subsidiary Guarantor.

F. The Subsidiary Guarantors party hereto are as follows:

(i) VeloPay Processing LLC, a Delaware limited liability company, a wholly-owned subsidiary of VeloPay Systems, Inc., which operates the core payment processing infrastructure and transaction settlement systems of the VeloPay enterprise;

(ii) VeloPay Fraud intelligence Inc., a Delaware corporation, a wholly-owned subsidiary of VeloPay Systems, Inc., which develops, markets, and supports the VeloPay enterprise's proprietary fraud detection and analytics software-as-a-service ("SaaS") products; and

(iii) PayStream Gateway LLC, a Delaware limited liability company, a wholly-owned subsidiary of VeloPay Systems, Inc., which owns and operates the PayStream payment gateway technology platform (PayStream Gateway LLC was acquired by VeloPay Systems, Inc. in 2021 for aggregate consideration of Forty-Five Million Dollars ($45,000,000)).

G. The parties acknowledge that VeloPay Canada Inc., an Ontario corporation, and VeloPay Europe, Unipessoal Lda., a Portuguese sociedade unipessoal limitada, are foreign subsidiaries of the Borrower and are excluded from the obligations of this Agreement as Subsidiary Guarantors. Notwithstanding the foregoing, the Borrower's equity interests in VeloPay Canada Inc. are included as Pledged Equity hereunder, provided that the pledge of equity interests in VeloPay Canada Inc. is limited to sixty-five percent (65%) of the outstanding equity interests thereof, pursuant to and in consideration of Section 956 of the Internal Revenue Code of 1986, as amended (the "Code"), to avoid deemed dividend inclusion to Holdings or the Borrower. The equity interests in VeloPay Europe, Unipessoal Lda. are Excluded Assets and are not pledged hereunder.

NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"Administrative Agents" or "Agents" means, collectively, Tralvendo National Bank, a national banking association, in its capacity as administrative agent for the Term Loan Lenders under the Credit Agreement (the "Term Loan Agent"), and Prairie State Bank, N.A., a national banking association, in its capacity as administrative agent for the Revolving Lenders under the Credit Agreement (the "Revolver Agent"), and their respective successors and assigns in such capacities.

"Agreement" means this Guarantee and Collateral Agreement dated as of July 22, 2025, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Borrower" means VeloPay Systems, Inc., a Delaware corporation (EIN: 82-3019478; Delaware File Number: 5748392), with its principal executive offices at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, and its successors and permitted assigns.

"Collateral" has the meaning assigned to such term in Section 3.01 of this Agreement and shall include all property and assets of the Grantors pledged, assigned, or in which a security interest is granted under Article III of this Agreement, but shall not include any Excluded Assets.

"Credit Agreement" has the meaning assigned to such term in the Recitals to this Agreement.

"Excluded Assets" means, collectively: (a) any lease, license, contract, property right, or agreement of any Grantor to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement or create a right of termination in favor of any other party thereto (other than the applicable Grantor), in each case after giving effect to the applicable anti-assignment override provisions of Sections 9-406, 9-407, 9-408, and 9-409 of the UCC (or any successor provisions) and other applicable law; (b) equity interests in VeloPay Canada Inc. in excess of sixty-five percent (65%) of the total outstanding equity interests thereof; (c) all equity interests in VeloPay Europe, Unipessoal Lda.; (d) any intent-to-use trademark application filed with the United States Patent and Trademark Office to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or "Amendment to Allege Use" would impair the validity or enforceability of such application under applicable federal trademark law; (e) any asset subject to a Permitted Lien that, by the terms of the documentation creating such Permitted Lien, prohibits the creation of any other Lien thereon (to the extent, and only for so long as, such prohibition is effective and enforceable); (f) any governmental license, permit, charter, consent, approval, or authorization to the extent the grant of a security interest therein is prohibited by the terms thereof or applicable law, including, without limitation, state money transmitter licenses held by any Grantor in forty-seven (47) states and the District of Columbia; and (g) any property to the extent that the creation of a security interest therein is not permitted by the Intercreditor Agreement.

"Grantor" and "Grantors" means, individually and collectively, the Borrower and each Subsidiary Guarantor, and their respective successors and permitted assigns, and shall include each Additional Grantor that becomes a party to this Agreement by execution and delivery of a Joinder Agreement in the form of Exhibit A attached hereto.

"Guaranteed Obligations" means all present and future Indebtedness, liabilities, and obligations of the Borrower and each other Grantor to any Secured Party arising under or in connection with the Credit Agreement, the Notes, this Agreement, and each other Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred or arising, including, without limitation, all obligations in respect of principal, interest (including interest accruing at the then-applicable rate provided in the Credit Agreement after the maturity of the loans thereunder and interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to the Borrower or any other Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), premium (if any), fees (including commitment fees, letter of credit fees, and agency fees), reimbursement obligations, indemnification obligations, costs, charges, expenses, and all other amounts payable by the Borrower or any other Grantor under or in respect of the Loan Documents.

"Holdings" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (EIN: 87-4231956), with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801.

"intellectual Property Collateral" has the meaning assigned to such term in Section 3.03 of this Agreement.

"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, as Term Loan Agent, and Prairie State Bank, N.A., as Revolver Agent, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Lenders" means the lenders from time to time party to the Credit Agreement, including the Term Loan Lenders and the Revolving Lenders.

"Loan Documents" means, collectively, the Credit Agreement, this Agreement, the Intercreditor Agreement, the Notes, each intellectual Property Security Agreement, each Deposit Account Control Agreement, each Joinder Agreement executed pursuant to Section 5.07, and each other document, instrument, certificate, or agreement executed and delivered in connection therewith or pursuant thereto, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Merger Agreement" means that certain Agreement and Plan of Merger dated as of March 18, 2025, among Holdings, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc., as amended, supplemented, or otherwise modified from time to time.

"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.

"Pledged Equity" has the meaning assigned to such term in Section 3.04 of this Agreement.

"Secured Obligations" means all Guaranteed Obligations and all other Indebtedness, liabilities, and obligations of the Grantors arising under or in connection with the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred or arising, and all obligations of every nature of the Grantors from time to time owed to the Secured Parties under or in connection with the Loan Documents, including, without limitation, all amounts owing under any Secured Hedge Agreement or any Cash Management Obligation, in each case as such terms are defined in the Credit Agreement.

"Secured Parties" means, collectively, the Agents, the Lenders, and each other Person to whom any Secured Obligations are owed from time to time.

"Subsidiary Guarantors" means VeloPay Processing LLC, a Delaware limited liability company, VeloPay Fraud intelligence Inc., a Delaware corporation, and PayStream Gateway LLC, a Delaware limited liability company, and any additional subsidiary that becomes a Subsidiary Guarantor by executing and delivering a Joinder Agreement in the form of Exhibit A hereto, and their respective successors and permitted assigns.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if, by reason of mandatory provisions of applicable law, any of the attachment, perfection, priority, or remedies provisions with respect to any Collateral are governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such attachment, perfection, priority, or remedies.

Section 1.02 — Interpretation and Rules of Construction

(a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. To the extent that a term used herein is defined in the Credit Agreement by reference to another document, such term shall have the meaning specified in such other document.

(b) Terms defined in Article 9 of the UCC that are not otherwise defined herein or in the Credit Agreement shall have the meanings assigned to such terms in Article 9 of the UCC. Without limiting the generality of the foregoing, the terms "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Electronic Chattel Paper," "Equipment," "Fixture," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Money," "Payment Intangible," "Proceeds," "Record," "Securities Account," "Security," "Software," "Supporting Obligation," and "Tangible Chattel Paper" shall have the respective meanings assigned to such terms in Article 9 of the UCC.

(c) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in the Credit Agreement), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(d) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

Section 1.03 — Intercreditor Agreement

This Agreement and the liens and security interests created and granted hereunder are subject in all respects to the provisions of the Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, as Term Loan Agent, and Prairie State Bank, N.A., as Revolver Agent. Each Grantor acknowledges that it has received a copy of the Intercreditor Agreement and consents to the terms and provisions thereof. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control. No Secured Party shall have any rights hereunder that are inconsistent with the terms and provisions of the Intercreditor Agreement.

ARTICLE II — GUARANTEE

Section 2.01 — Guarantee of Secured Obligations

Each Subsidiary Guarantor, namely VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, hereby jointly and severally, unconditionally and irrevocably, guarantees to each Agent and each other Secured Party, as primary obligor and not merely as surety, the full and punctual payment and performance when due, whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise, of all Secured Obligations. Without limiting the generality of the foregoing, such guarantee encompasses all obligations of the Borrower and each other Grantor in respect of (a) the Five Hundred Million Dollar ($500,000,000) Term Loan Facility, including all principal, interest (including default interest and post-petition interest), and premium (if any), (b) the Two Hundred Sixty Million Dollar ($260,000,000) Revolving Facility, including all principal, interest (including default interest and post-petition interest), letter of credit reimbursement obligations, and commitment fees, (c) all fees, commissions, charges, costs, and expenses (including attorneys' fees and disbursements) payable under or in connection with the Loan Documents, (d) all indemnification obligations under the Loan Documents, and (e) all other amounts of every nature from time to time owing by the Borrower or any other Grantor to any Secured Party under or in connection with any Loan Document. This guarantee is a guarantee of payment and performance and not merely a guarantee of collection. Each Subsidiary Guarantor agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any such extension or renewal of any Secured Obligation.

Section 2.02 — Guarantee Absolute and Unconditional

The obligations of each Subsidiary Guarantor under this Article II are and shall be absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of the obligations of the Borrower under the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, or any substitution, release, impairment, or exchange of any other guarantee of or security for any of the Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality of the foregoing, each Subsidiary Guarantor agrees that its obligations hereunder shall not be discharged, impaired, or otherwise affected by any of the following, whether or not such Subsidiary Guarantor shall have had notice or knowledge of any of them:

(a) any extension, renewal, settlement, compromise, waiver, discharge, or release in respect of any obligation of the Borrower or any other Grantor under the Credit Agreement, any other Loan Document, or any other agreement;

(b) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document, or any other agreement, including, without limitation, any increase in the principal amount of any extensions of credit thereunder, any change in the interest rate or fees, or any extension of any maturity date;

(c) any release, impairment, non-perfection, or invalidity of any direct or indirect security for any obligation of the Borrower or any other Grantor under the Credit Agreement, any other Loan Document, or any other agreement;

(d) any change in the corporate existence, structure, or ownership of the Borrower or any other obligor on the Secured Obligations, including, without limitation, any merger, consolidation, reorganization, or conversion of any such entity;

(e) any insolvency, bankruptcy, reorganization, receivership, assignment for the benefit of creditors, or other similar proceeding affecting the Borrower, any other Grantor, or any of their respective assets;

(f) the existence of any claim, set-off, or other right that any Subsidiary Guarantor may have at any time against the Borrower, any other Grantor, any Agent, any Lender, or any other Person, whether in connection herewith or in any unrelated transaction;

(g) the adequacy or inadequacy of any other means the Agents or any Lender may have of obtaining repayment of any of the Secured Obligations;

(h) the election by any Agent or any Lender, in any proceeding under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

(i) any borrowing or grant of a security interest by the Borrower as debtor-in-possession under the Bankruptcy Code; or

(j) any other act or omission to act or delay of any kind by the Borrower, any other Grantor, any Agent, any Lender, or any other Person, or any other circumstance whatsoever that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge or defense of the obligations of any Subsidiary Guarantor under this Article II.

Section 2.03 — Waivers by Subsidiary Guarantors

Each Subsidiary Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:

(a) notice of acceptance of this guarantee by the Agents or any other Secured Party;

(b) notice of the creation, existence, or incurrence of any new or additional Secured Obligations;

(c) notice of any action at any time taken or omitted by the Agents, any Lender, or any other Secured Party under or in respect of any of the Secured Obligations or any Loan Document;

(d) diligence, presentment, demand of payment, filing of claims with a court in the event of the insolvency or bankruptcy of the Borrower or any other obligor, protest, notice of dishonor, notice of protest, and notice of default or nonpayment to or upon the Borrower, any other Grantor, or any other Person with respect to any of the Secured Obligations;

(e) any right to require the Agents or any Secured Party to (i) proceed against the Borrower or any other Person, (ii) proceed against or exhaust any security held from the Borrower or any other Person, (iii) pursue any other remedy in the power of the Agents or any Secured Party whatsoever, or (iv) make any presentment, demand, or protest, or give any notice of any kind;

(f) any defense arising by reason of any lack of authority of the officers, directors, managers, partners, or agents acting or purporting to act on behalf of the Borrower or any vice or defect in the formation of the Borrower;

(g) any defense based upon the application of the doctrine of election of remedies by the Agents or any Secured Party, including, without limitation, any defense based upon any anti-deficiency statute or law of any applicable jurisdiction;

(h) any benefit of and any right to participate in any security or collateral given to or for the benefit of the Agents or any Secured Party to secure payment or performance of all or any part of the Secured Obligations (including the benefit of marshaling);

(i) the benefit of any statute of limitations affecting the liability of any Subsidiary Guarantor hereunder or the enforcement hereof, to the extent permitted by applicable law; and

(j) any and all other defenses available to a surety or guarantor under applicable law (other than the defense of payment or performance).

Section 2.04 — Reinstatement

The obligations of each Subsidiary Guarantor under this Article II shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or any other Grantor in respect of the Secured Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, determined to be void or voidable, or must otherwise be returned, refunded, or repaid to the Borrower or any other Grantor or to the estate, trustee, receiver, liquidator, custodian, or other similar official of the Borrower or any other Grantor, or otherwise (whether as a result of any demand, settlement, litigation, or similar proceeding, or otherwise), all as though such payment had not been made. If an Agent, in its sole discretion, is required or elects to pay over or otherwise deliver to the estate of the Borrower (or any other distributes thereof) any payment or deposit received by such Agent on account of the Secured Obligations after the Secured Obligations have been indefeasibly paid in full and the commitments under the Credit Agreement have been terminated, each Subsidiary Guarantor agrees that it shall remain liable for the Secured Obligations as though such payment had not been made.

Section 2.05 — Subrogation

Each Subsidiary Guarantor hereby irrevocably waives, and agrees that it shall not exercise, until the Secured Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated, any and all rights of subrogation, contribution, reimbursement, and indemnity whatsoever against the Borrower or any other Grantor with respect to the Secured Obligations, and any and all rights of recourse to any assets or property of the Borrower or any other Grantor or to any Collateral therefor, in each case whether arising under contract, by operation of law, or otherwise, including, without limitation, (a) any right of subrogation to the rights of any Secured Party, (b) any right to enforce any remedy that any Secured Party now has or may hereafter have against the Borrower or any other Grantor, (c) any right to participate in any Collateral or security now or hereafter held by any Secured Party, and (d) any benefit of, and any right to participate in, any Collateral or security now or hereafter held by any Secured Party. Each Subsidiary Guarantor further agrees that, to the extent any waiver of its rights of subrogation, contribution, reimbursement, indemnity, and other rights as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation that such Subsidiary Guarantor may have against the Borrower or any other Grantor or against any Collateral shall be junior and subordinate to any rights any Secured Party may have against the Borrower or any other Grantor, to all right, title, and interest any Secured Party may have in any Collateral, and to any payment or distribution in respect of the Secured Obligations.

Upon the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Credit Agreement, each Subsidiary Guarantor shall be subrogated to the rights of the Secured Parties to the extent of payments actually made by such Subsidiary Guarantor under this guarantee, subject to such Subsidiary Guarantor's obligations under any subordination agreement then in effect.

Section 2.06 — Limitation on Guarantee

Notwithstanding any provision of this Agreement to the contrary, the obligations of each Subsidiary Guarantor under this Article II shall be limited to the maximum amount that would not render such Subsidiary Guarantor's obligations hereunder voidable or avoidable under applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Title 11 of the United States Code (the "Bankruptcy Code"), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any other applicable federal or state law relating to fraudulent conveyance or fraudulent transfer. In computing the amount of the limitation described in the immediately preceding sentence, it is the intention of the parties that any rights of subrogation, contribution, reimbursement, indemnity, or similar rights of such Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any contractual arrangement shall be taken into account as assets of such Subsidiary Guarantor. Each Subsidiary Guarantor hereby confirms that it has received, and will continue to receive, direct and indirect benefits from the extensions of credit under the Credit Agreement and the other Loan Documents, and that the guarantee contained herein has been made in consideration of such benefits, the value of which each Subsidiary Guarantor acknowledges is not less than its guarantee obligation hereunder as so limited.

Section 2.07 — Keepwell

Each Grantor that is a "qualified ECP guarantor" (as defined below) at the time the guarantee under this Article II or the grant of a security interest under Article III by any Specified Grantor (as defined below) becomes effective with respect to any Swap Obligation hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Grantor with respect to such Swap Obligation as may be needed by such Specified Grantor from time to time to honor all of its obligations under this Agreement in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such qualified ECP guarantor's obligations and undertakings under this Section 2.07 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any purpose other than to satisfy the foregoing). The obligations and undertakings of each qualified ECP guarantor under this Section 2.07 shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full and all commitments under the Credit Agreement have been terminated. As used herein, "qualified ECP guarantor" means each Grantor that, at the time the relevant guarantee or grant of a security interest becomes effective, has total assets exceeding $10,000,000 or otherwise constitutes an "eligible contract participant" under the Commodity Exchange Act and the regulations thereunder. "Specified Grantor" means each Grantor that is not an "eligible contract participant" under the Commodity Exchange Act (determined prior to giving effect to this Section 2.07) at the time the relevant guarantee or grant of a security interest becomes effective with respect to such Swap Obligation.

Section 2.08 — Continuing Guarantee

This guarantee is a continuing guarantee and shall remain in full force and effect until the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Credit Agreement. This guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must be otherwise returned by any Secured Party upon the insolvency, bankruptcy, or reorganization of the Borrower or any other Grantor or otherwise, all as though such payment had not been made.

ARTICLE III — COLLATERAL; GRANT OF SECURITY INTEREST

Section 3.01 — Grant of Security Interest

As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Secured Obligations, each Grantor hereby pledges, assigns, and grants to the Term Loan Agent and the Revolver Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest (subject in all respects to the Intercreditor Agreement and Permitted Liens) in all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "Collateral"):

(a) all Accounts, including, without limitation, all rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered, by such Grantor, whether or not such rights have been earned by performance;

(b) all Chattel Paper, including, without limitation, all electronic chattel paper and tangible chattel paper;

(c) all Commercial Tort Claims, including, without limitation, those commercial tort claims identified on Schedule 3.01(c) attached hereto (as such schedule may be supplemented from time to time in accordance with Section 5.09);

(d) all Deposit Accounts, including, without limitation, all deposit accounts maintained at Tralvendo National Bank, Prairie State Bank, N.A., and any other depository institution, as more particularly identified on Schedule 3.02;

(e) all Documents, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title;

(f) all Equipment, including, without limitation, all machinery, furniture, fixtures, tools, parts, supplies, and all other tangible personal property (other than Inventory) of such Grantor, in each case wherever located and whether or not in the possession or control of such Grantor or a bailee or other third person;

(g) all Fixtures, wherever located;

(h) all General Intangibles, including, without limitation, all payment intangibles, all software (including all computer programs and all supporting information provided in connection with a transaction relating to a computer program), all customer lists, all contractual rights, all choses in action, all tax refunds and tax refund claims, all goodwill, and all intellectual property rights (including the intellectual Property Collateral as defined in Section 3.03);

(i) all Goods, including, without limitation, all embedded software to the extent included in Goods;

(j) all Instruments, including, without limitation, all promissory notes, drafts, bills of exchange, and certificated securities, whether or not negotiable;

(k) all intellectual Property Collateral (as defined in Section 3.03);

(l) all Inventory, including, without limitation, all goods held for sale or lease or to be furnished under a contract of service, all raw materials, work in process, finished goods, returned goods, and materials and supplies of every nature used or usable in connection with the manufacture, packing, shipping, advertising, selling, leasing, or furnishing of such goods;

(m) all Investment Property, including, without limitation, all certificated and uncertificated securities, all security entitlements, all securities accounts, all commodity contracts, all commodity accounts, and all Pledged Equity (as defined in Section 3.04);

(n) all Letter-of-Credit Rights, including, without limitation, all rights to payment or performance under any letter of credit;

(o) all Money, whether in the possession or control of such Grantor or any bailee or other third person;

(p) all Supporting Obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support or secure any of the foregoing;

(q) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;

(r) all Proceeds (including, without limitation, all insurance proceeds) and products of any and all of the foregoing, including, without limitation, all cash and non-cash proceeds of the foregoing property, including, without limitation, proceeds of insurance and condemnation awards; and

(s) all accessions to, substitutions for, and all replacements, products, offspring, rents, and profits of any and all of the foregoing Collateral, and to the extent not otherwise included, all interest, dividends, and other distributions at any time paid or payable on, or with respect to, any of the foregoing Collateral.

Notwithstanding the foregoing provisions of this Section 3.01, the Collateral shall not include any Excluded Assets. If and when any property shall cease to be an Excluded Asset, such property shall automatically and without any further action be deemed Collateral hereunder and subject to the security interests granted under this Agreement.

Section 3.02 — Security Interest in Deposit Accounts

Each Grantor hereby grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all deposit accounts maintained by such Grantor, whether now existing or hereafter opened, including, without limitation, all funds on deposit therein and all claims of such Grantor against the depository institution with respect thereto, as more particularly described on Schedule 3.02 attached hereto. Each Grantor agrees that the Agents shall have the right to enter into, and each Grantor shall use commercially reasonable efforts to cause each applicable depository institution to execute and deliver, deposit account control agreements with respect to all deposit accounts of the Grantors (other than any Excluded Account as may be permitted under the Credit Agreement), in form and substance reasonably satisfactory to the Agents. Schedule 3.02 sets forth, as of the date hereof, a true, correct, and complete list of all deposit accounts and securities accounts maintained by each Grantor, including the name of the depository institution, the account number (or the last four digits thereof), and the type of account.

Section 3.03 — Intellectual Property Collateral

Without limiting the generality of Section 3.01, each Grantor hereby grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising (collectively, the "Intellectual Property Collateral"):

(a) all patents and patent applications, including, without limitation, all patents and patent applications registered or filed in the United States or any foreign jurisdiction, together with all reissues, continuations, divisions, continuations-in-part, renewals, and extensions thereof, and all improvements thereon, including, without limitation, those patents and patent applications listed on Schedule 3.03(a) attached hereto, and all patent licenses and rights to practice thereunder;

(b) all trademarks, trademark registrations, and trademark applications (including service marks, collective marks, and certification marks), all trade names, trade dress, brand names, corporate names, domain names, and logos, together with all goodwill of the business symbolized by or associated with such trademarks, service marks, trade names, and the like, including, without limitation, those trademarks, trademark registrations, and trademark applications listed on Schedule 3.03(b) attached hereto;

(c) all copyrights, copyright registrations, and copyright applications, whether registered or unregistered, including, without limitation, all rights in and to works of authorship, compilations, and derivative works, including, without limitation, those copyrights and copyright registrations listed on Schedule 3.03(c) attached hereto;

(d) all trade secrets, proprietary information, know-how, technical data, confidential business information, inventions (whether or not patentable), formulae, processes, techniques, protocols, methods, designs, drawings, specifications, customer data, transaction data, and algorithms of any kind or nature, in each case whether in written, electronic, or other tangible or intangible form;

(e) all licenses, sublicenses, and other agreements to which such Grantor is a party relating to any of the foregoing, including, without limitation, all rights of such Grantor to use intellectual property owned by any third party;

(f) all claims for damages and rights to sue for past, present, and future infringement, misappropriation, dilution, or other violation of any of the foregoing; and

(g) all Proceeds of the foregoing, including, without limitation, all license fees, royalties, income, payments, and other proceeds now or hereafter due or payable with respect to any of the foregoing.

For the avoidance of doubt, the intellectual Property Collateral includes all intellectual property of PayStream Gateway LLC acquired by VeloPay Systems, Inc. in connection with the 2021 acquisition of PayStream Gateway LLC (aggregate consideration of Forty-Five Million Dollars ($45,000,000)), including all patents, trademarks, copyrights, trade secrets, and other proprietary technology related to the PayStream payment gateway platform, all of which have been validly assigned to and are owned by PayStream Gateway LLC. The intellectual Property Collateral further includes all intellectual property of VeloPay Fraud intelligence Inc. relating to its proprietary fraud detection and analytics SaaS products, platforms, and services. Notwithstanding the foregoing, the security interest granted in this Section 3.03 shall not extend to (x) any third-party open-source software to the extent the creation of a security interest therein is prohibited by the applicable open-source license terms, or (y) any intent-to-use trademark application filed with the United States Patent and Trademark Office to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or "Amendment to Allege Use" would impair the validity or enforceability of such application under applicable federal trademark law.

Section 3.04 — Pledged Equity

(a) Each applicable Grantor hereby pledges and grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in and to the following equity interests (collectively, the "Pledged Equity"):

(i) one hundred percent (100%) of the issued and outstanding membership interests in VeloPay Processing LLC, a Delaware limited liability company, owned directly by VeloPay Systems, Inc.;

(ii) one hundred percent (100%) of the issued and outstanding shares of capital stock of VeloPay Fraud intelligence Inc., a Delaware corporation, owned directly by VeloPay Systems, Inc.;

(iii) one hundred percent (100%) of the issued and outstanding membership interests in PayStream Gateway LLC, a Delaware limited liability company, owned directly by VeloPay Systems, Inc.;

(iv) sixty-five percent (65%) of the issued and outstanding shares of capital stock of VeloPay Canada Inc., an Ontario corporation (a foreign subsidiary, with the pledge limited to sixty-five percent (65%) of the outstanding equity interests pursuant to Section 956 of the Internal Revenue Code of 1986, as amended, to avoid deemed dividend inclusion to Holdings or the Borrower);

(v) VeloPay Europe, Unipessoal Lda. — For the avoidance of doubt, the equity interests in VeloPay Europe, Unipessoal Lda., a Portuguese sociedade unipessoal limitada, are Excluded Assets and are not pledged hereunder;

(vi) all dividends, cash, instruments, and other property or Proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the equity interests described in clauses (i) through (iv) above;

(vii) all additional equity interests from time to time acquired by any Grantor in any of the entities described in clauses (i) through (iv) above, however acquired, together with all dividends, cash, instruments, and other property or Proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any such additional equity interests; and

(viii) all warrants, options, and other rights, contractual or otherwise, to acquire equity interests in any of the entities described in clauses (i) through (iv) above.

(b) Schedule 3.04 sets forth, as of the date hereof, a true, correct, and complete list of all equity interests pledged hereunder, including the issuer, the owner or pledgor, the type of interest, the certificate number (if any), the number of units or shares, and the percentage of outstanding equity interests pledged.

(c) Concurrently with the execution and delivery of this Agreement, each applicable Grantor shall deliver to the Agents (i) all certificates, if any, representing the Pledged Equity, together with undated stock powers or membership interest powers, as applicable, duly executed in blank by such Grantor, and (ii) with respect to uncertificated Pledged Equity, evidence satisfactory to the Agents that appropriate entries have been made in the books and records of the applicable issuer to reflect the security interest of the Agents therein, and such Grantor shall take all steps necessary to ensure that the Agents have "control" (within the meaning of Sections 8-106 and 9-106 of the UCC) over such uncertificated Pledged Equity.

Section 3.05 — Proceeds

The security interest in Collateral granted under this Article III expressly includes all Proceeds of Collateral, including, without limitation, all cash and non-cash proceeds, insurance proceeds, condemnation awards, and all other amounts received by any Grantor on account of or in exchange for any Collateral. Each Grantor agrees that, upon receipt of any cash Proceeds of Collateral (other than Proceeds received in the ordinary course of business), such Grantor shall promptly deposit such Proceeds into a deposit account that is subject to a deposit account control agreement in favor of the Agents, unless otherwise expressly permitted by the Credit Agreement.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants to the Agents and the Secured Parties as of the date hereof and as of the date of each extension of credit under the Credit Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) as follows:

Section 4.01 — Organization and Good Standing

Each Grantor is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as set forth below:

(a) VeloPay Systems, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number: 5748392);

(b) VeloPay Processing LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware;

(c) VeloPay Fraud intelligence Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and

(d) PayStream Gateway LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Each Grantor is duly qualified and licensed to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

Section 4.02 — Authorization; Enforceability

The execution, delivery, and performance by each Grantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of such Grantor. No meeting of stockholders, members, or other equity holders, and no vote or consent of any other Person (other than such actions as have already been taken), is necessary to authorize the execution, delivery, and performance by each Grantor of this Agreement. This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against each Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.03 — No Conflicts

The execution, delivery, and performance by each Grantor of this Agreement, and the creation and perfection of the security interests granted hereunder, do not and will not (a) contravene, result in any breach of, or constitute a default under, the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of any Grantor, (b) contravene, result in any breach of, or constitute a default under, any material agreement, contract, lease, license, or instrument to which any Grantor is a party or by which any Grantor or its properties may be bound, (c) violate any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority, or (d) result in the creation of any Lien on any asset of any Grantor (other than the security interests created hereunder and Permitted Liens). No consent, approval, authorization, order, registration, qualification, license, filing, or other action of, with, or by any governmental authority or any other Person is required for the execution, delivery, and performance of this Agreement by any Grantor or for the creation and perfection of the security interests granted hereunder, except for (i) filings of UCC financing statements and continuations thereof, (ii) filings with the United States Patent and Trademark Office and the United States Copyright Office with respect to the intellectual Property Collateral, (iii) such consents, approvals, and authorizations that have been duly obtained, made, or given and are in full force and effect, and (iv) state money transmitter change-of-control approvals and notifications, all of which were completed on or before July 18, 2025.

Section 4.04 — Title to Collateral; Perfection

Each Grantor has good and valid title to, or valid and subsisting leasehold interests in or rights in, all Collateral purported to be owned by it, free and clear of all Liens other than Permitted Liens. Upon the filing of duly authorized UCC-1 financing statements with the Delaware Secretary of State (the jurisdiction of organization of each Grantor organized in Delaware), the delivery of all certificates representing Pledged Equity (accompanied by undated stock powers or membership interest powers duly executed in blank), and the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted pursuant to this Agreement will constitute valid, enforceable, and perfected first-priority security interests in the Collateral in favor of the Agents (for the ratable benefit of the Secured Parties), prior and superior to the rights of all third Persons (subject only to Permitted Liens that have priority by operation of applicable law and the provisions of the Intercreditor Agreement). Schedule 4.04 sets forth the jurisdictions in which UCC-1 financing statements are to be filed with respect to each Grantor.

Section 4.05 — Exact Legal Names and Locations

The exact legal name of each Grantor (as such name appears in its certificate of incorporation, certificate of formation, or other organizational document filed with the applicable Secretary of State or other governmental authority) and such Grantor's organizational identification number (or file number) are set forth on Schedule 4.05 attached hereto. The chief executive office and principal place of business of each Grantor are located at the addresses set forth on Schedule 4.05. All locations where Collateral is stored, used, or maintained (including offices, data centers, and other facilities) are located at the addresses set forth on Schedule 4.05, which includes, as of the date hereof, offices in Austin, Texas and Denver, Colorado. No Grantor has changed its legal name, jurisdiction of organization, or organizational identification number within the five (5) years preceding the date hereof, except as set forth on Schedule 4.05.

Section 4.06 — Intellectual Property

Schedule 3.03 (including Schedules 3.03(a), 3.03(b), and 3.03(c)) sets forth a complete and accurate list, as of the date hereof, of all patents, patent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications owned by each Grantor that are registered or filed with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent foreign governmental authority. Each Grantor owns or has a valid license to use all intellectual property material to the conduct of its business. No Grantor has knowledge of any claim, challenge, demand, proceeding, or action pending or threatened by any Person with respect to the ownership, validity, or enforceability of any material intellectual property included in the Collateral (other than as disclosed in the Merger Agreement or in the disclosure schedules delivered in connection with the Credit Agreement). All intellectual property acquired by PayStream Gateway LLC (or assigned to PayStream Gateway LLC) in connection with the 2021 acquisition of PayStream Gateway LLC is validly owned by PayStream Gateway LLC, was properly assigned in connection with such acquisition, and is free and clear of all Liens other than Permitted Liens.

Section 4.07 — Deposit Accounts and Securities Accounts

Schedule 3.02 sets forth a true, correct, and complete list, as of the date hereof, of all deposit accounts and securities accounts maintained by each Grantor, including the name of the depository institution or securities intermediary, the account number (or last four digits thereof), the type of account, and the branch or location thereof. No Grantor maintains any deposit account or securities account that is not listed on Schedule 3.02 (except as may be subsequently opened with notice to the Agents in accordance with the Credit Agreement and subject to the requirement to deliver a deposit account control agreement or securities account control agreement within the time periods specified herein or in the Credit Agreement).

Section 4.08 — Equity Interests

Schedule 3.04 sets forth a true, correct, and complete list, as of the date hereof, of all equity interests owned by each Grantor in any other Person, including the issuer, the class of equity interest, the certificate number (if applicable), the number of units or shares, and the percentage of outstanding equity interests owned by such Grantor. The Pledged Equity constitutes the percentages of issued and outstanding equity interests of the respective issuers set forth on Schedule 3.04. All of the Pledged Equity has been duly authorized and validly issued and is fully paid and non-assessable (to the extent applicable). No Grantor is a party to or bound by any option, warrant, call, right, commitment, conversion privilege, or other agreement or arrangement obligating such Grantor to issue, sell, transfer, or otherwise dispose of any equity interests in any subsidiary (other than as permitted under the Credit Agreement), and there are no outstanding or authorized options, warrants, or other rights to subscribe for or purchase equity interests of any subsidiary of any Grantor (other than as set forth on Schedule 3.04).

Section 4.09 — Commercial Tort Claims

Schedule 3.01(c) sets forth a true, correct, and complete description of all commercial tort claims held by each Grantor as of the date hereof that have a claimed or reasonably anticipated value in excess of One Million Dollars ($1,000,000) (or such other threshold as may be specified in the Credit Agreement), including the parties, the nature of the claim, and the court or forum in which any action is pending. No Grantor has any commercial tort claims with a claimed or reasonably anticipated value in excess of the foregoing threshold that are not described on Schedule 3.01(c).

Section 4.10 — Material Agreements

The execution and delivery of this Agreement and the creation and perfection of the security interests granted hereunder do not violate or constitute a default or require any consent under any material agreement, contract, lease, license, or instrument to which any Grantor is a party, except f

GUARANTEE AND COLLATERAL AGREEMENT
Dated as of July 22, 2025
among
VELOPAY SYSTEMS, INC. a Delaware corporation, as Borrower,
VELOPAY PROCESSING LLC a Delaware limited liability company,
VELOPAY FRAUD INTELLIGENCE INC. a Delaware corporation,
PAYSTREAM GATEWAY LLC a Delaware limited liability company,
(each a "Subsidiary Guarantor" and, together with the Borrower, the "Grantors")
in favor of
TRALVENDO NATIONAL BANK a national banking association, as Administrative Agent for the Term Loan Lenders (the "Term Loan Agent")
and
PRAIRIE STATE BANK, N.A. a national banking association, as Administrative Agent for the Revolving Lenders (the "Revolver Agent" and, together with the Term Loan Agent, the "Agents")
Reference is made to that certain Senior Secured Credit Agreement dated as of July 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among VeloPay Systems, Inc., a Delaware corporation (the "Borrower"), Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Holdings"), Tralvendo National Bank, a national banking association, as Administrative Agent for the Term Loan Lenders, Prairie State Bank, N.A., a national banking association, as Administrative Agent for the Revolving Lenders, and the Lenders from time to time party thereto.
Reference is further made to that certain Intercreditor Agreement dated as of July 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), between Tralvendo National Bank and Prairie State Bank, N.A.
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RECITALS
A. Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Holdings"), with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801, acting through its wholly-owned acquisition subsidiary Harrowgate Velocity Merger Sub Inc., a Delaware corporation ("Merger Sub"), consummated a reverse triangular merger with VeloPay Systems, Inc. on July 22, 2025, pursuant to that certain Agreement and Plan of Merger dated as of March 18, 2025 (the "Merger Agreement"), among Holdings, Merger Sub, and VeloPay Systems, Inc. In such merger, Merger Sub merged with and into VeloPay Systems, Inc., with VeloPay Systems, Inc. surviving as a wholly-owned subsidiary of Holdings. The aggregate merger consideration paid in connection with the merger was One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration").
B. In connection with the foregoing transaction, the parties entered into the Credit Agreement, which provides for (i) a senior secured term loan facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Term Loan Facility"), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 3.75%, with a maturity date of seven (7) years from the Closing Date, with Tralvendo National Bank acting as lead arranger and administrative agent for the Term Loan Lenders, and (ii) 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 "Credit Facilities"), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 3.25%, with a maturity date of five (5) years from the Closing Date, with Prairie State Bank, N.A. acting as co-arranger and administrative agent for the Revolving Lenders. The commitments of the Lenders under the Credit Facilities were made pursuant to that certain Debt Commitment Letter, Reference No. CRE-2025-SPF-0441, dated February 14, 2025, delivered by Tralvendo National Bank and Prairie State Bank, N.A. to Holdings.
C. The proceeds of the Term Loan Facility, together with equity contributions from Holdings and its affiliates, have been used to finance, in part, the Merger Consideration, to refinance VeloPay Systems, Inc.'s existing senior secured credit facility with Meridian Commercial Credit Corp. in an aggregate outstanding principal amount of approximately One Hundred Twelve Million Dollars ($112,000,000) (with a total payoff amount, including accrued and unpaid interest through the Closing Date, of approximately One Hundred Thirteen Million Two Hundred Thirty Thousand Dollars ($113,230,000)), and to pay fees, costs, and expenses incurred in connection with the foregoing transactions. The Revolving Facility was drawn in an aggregate amount of approximately Two Hundred Fifty-Four Million Seven Hundred Thousand Dollars ($254,700,000) at closing and was used for the same purposes.
D. It is a condition precedent to the effectiveness of the Credit Agreement and to the making of each extension of credit thereunder that the Subsidiary Guarantors execute and deliver this Guarantee and Collateral Agreement to the Agents, for the ratable benefit of the Secured Parties, to guarantee the full and punctual payment and performance of all Secured Obligations and to pledge and grant a security interest in substantially all of their assets as collateral security for the Secured Obligations.
E. Each Subsidiary Guarantor is a direct or indirect wholly-owned subsidiary of the Borrower. Each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the extensions of credit made under the Credit Agreement and the other Loan Documents, and that the guarantee and collateral grant made hereby are in furtherance of the purposes of the Borrower and the Subsidiary Guarantors and are reasonably expected to benefit, directly and indirectly, each Subsidiary Guarantor.
F. The Subsidiary Guarantors party hereto are as follows:
(i) VeloPay Processing LLC, a Delaware limited liability company, a wholly-owned subsidiary of VeloPay Systems, Inc., which operates the core payment processing infrastructure and transaction settlement systems of the VeloPay enterprise;
(ii) VeloPay Fraud intelligence Inc., a Delaware corporation, a wholly-owned subsidiary of VeloPay Systems, Inc., which develops, markets, and supports the VeloPay enterprise's proprietary fraud detection and analytics software-as-a-service ("SaaS") products; and
(iii) PayStream Gateway LLC, a Delaware limited liability company, a wholly-owned subsidiary of VeloPay Systems, Inc., which owns and operates the PayStream payment gateway technology platform (PayStream Gateway LLC was acquired by VeloPay Systems, Inc. in 2021 for aggregate consideration of Forty-Five Million Dollars ($45,000,000)).
G. The parties acknowledge that VeloPay Canada Inc., an Ontario corporation, and VeloPay Europe, Unipessoal Lda., a Portuguese sociedade unipessoal limitada, are foreign subsidiaries of the Borrower and are excluded from the obligations of this Agreement as Subsidiary Guarantors. Notwithstanding the foregoing, the Borrower's equity interests in VeloPay Canada Inc. are included as Pledged Equity hereunder, provided that the pledge of equity interests in VeloPay Canada Inc. is limited to sixty-five percent (65%) of the outstanding equity interests thereof, pursuant to and in consideration of Section 956 of the Internal Revenue Code of 1986, as amended (the "Code"), to avoid deemed dividend inclusion to Holdings or the Borrower. The equity interests in VeloPay Europe, Unipessoal Lda. are Excluded Assets and are not pledged hereunder.
NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Administrative Agents" or "Agents" means, collectively, Tralvendo National Bank, a national banking association, in its capacity as administrative agent for the Term Loan Lenders under the Credit Agreement (the "Term Loan Agent"), and Prairie State Bank, N.A., a national banking association, in its capacity as administrative agent for the Revolving Lenders under the Credit Agreement (the "Revolver Agent"), and their respective successors and assigns in such capacities.
"Agreement" means this Guarantee and Collateral Agreement dated as of July 22, 2025, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means VeloPay Systems, Inc., a Delaware corporation (EIN: 82-3019478; Delaware File Number: 5748392), with its principal executive offices at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, and its successors and permitted assigns.
"Collateral" has the meaning assigned to such term in Section 3.01 of this Agreement and shall include all property and assets of the Grantors pledged, assigned, or in which a security interest is granted under Article III of this Agreement, but shall not include any Excluded Assets.
"Credit Agreement" has the meaning assigned to such term in the Recitals to this Agreement.
"Excluded Assets" means, collectively: (a) any lease, license, contract, property right, or agreement of any Grantor to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement or create a right of termination in favor of any other party thereto (other than the applicable Grantor), in each case after giving effect to the applicable anti-assignment override provisions of Sections 9-406, 9-407, 9-408, and 9-409 of the UCC (or any successor provisions) and other applicable law; (b) equity interests in VeloPay Canada Inc. in excess of sixty-five percent (65%) of the total outstanding equity interests thereof; (c) all equity interests in VeloPay Europe, Unipessoal Lda.; (d) any intent-to-use trademark application filed with the United States Patent and Trademark Office to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or "Amendment to Allege Use" would impair the validity or enforceability of such application under applicable federal trademark law; (e) any asset subject to a Permitted Lien that, by the terms of the documentation creating such Permitted Lien, prohibits the creation of any other Lien thereon (to the extent, and only for so long as, such prohibition is effective and enforceable); (f) any governmental license, permit, charter, consent, approval, or authorization to the extent the grant of a security interest therein is prohibited by the terms thereof or applicable law, including, without limitation, state money transmitter licenses held by any Grantor in forty-seven (47) states and the District of Columbia; and (g) any property to the extent that the creation of a security interest therein is not permitted by the Intercreditor Agreement.
"Grantor" and "Grantors" means, individually and collectively, the Borrower and each Subsidiary Guarantor, and their respective successors and permitted assigns, and shall include each Additional Grantor that becomes a party to this Agreement by execution and delivery of a Joinder Agreement in the form of Exhibit A attached hereto.
"Guaranteed Obligations" means all present and future Indebtedness, liabilities, and obligations of the Borrower and each other Grantor to any Secured Party arising under or in connection with the Credit Agreement, the Notes, this Agreement, and each other Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred or arising, including, without limitation, all obligations in respect of principal, interest (including interest accruing at the then-applicable rate provided in the Credit Agreement after the maturity of the loans thereunder and interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to the Borrower or any other Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), premium (if any), fees (including commitment fees, letter of credit fees, and agency fees), reimbursement obligations, indemnification obligations, costs, charges, expenses, and all other amounts payable by the Borrower or any other Grantor under or in respect of the Loan Documents.
"Holdings" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (EIN: 87-4231956), with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801.
"intellectual Property Collateral" has the meaning assigned to such term in Section 3.03 of this Agreement.
"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, as Term Loan Agent, and Prairie State Bank, N.A., as Revolver Agent, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Lenders" means the lenders from time to time party to the Credit Agreement, including the Term Loan Lenders and the Revolving Lenders.
"Loan Documents" means, collectively, the Credit Agreement, this Agreement, the Intercreditor Agreement, the Notes, each intellectual Property Security Agreement, each Deposit Account Control Agreement, each Joinder Agreement executed pursuant to Section 5.07, and each other document, instrument, certificate, or agreement executed and delivered in connection therewith or pursuant thereto, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Merger Agreement" means that certain Agreement and Plan of Merger dated as of March 18, 2025, among Holdings, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc., as amended, supplemented, or otherwise modified from time to time.
"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.
"Pledged Equity" has the meaning assigned to such term in Section 3.04 of this Agreement.
"Secured Obligations" means all Guaranteed Obligations and all other Indebtedness, liabilities, and obligations of the Grantors arising under or in connection with the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred or arising, and all obligations of every nature of the Grantors from time to time owed to the Secured Parties under or in connection with the Loan Documents, including, without limitation, all amounts owing under any Secured Hedge Agreement or any Cash Management Obligation, in each case as such terms are defined in the Credit Agreement.
"Secured Parties" means, collectively, the Agents, the Lenders, and each other Person to whom any Secured Obligations are owed from time to time.
"Subsidiary Guarantors" means VeloPay Processing LLC, a Delaware limited liability company, VeloPay Fraud intelligence Inc., a Delaware corporation, and PayStream Gateway LLC, a Delaware limited liability company, and any additional subsidiary that becomes a Subsidiary Guarantor by executing and delivering a Joinder Agreement in the form of Exhibit A hereto, and their respective successors and permitted assigns.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if, by reason of mandatory provisions of applicable law, any of the attachment, perfection, priority, or remedies provisions with respect to any Collateral are governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such attachment, perfection, priority, or remedies.
Section 1.02 — Interpretation and Rules of Construction
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. To the extent that a term used herein is defined in the Credit Agreement by reference to another document, such term shall have the meaning specified in such other document.
(b) Terms defined in Article 9 of the UCC that are not otherwise defined herein or in the Credit Agreement shall have the meanings assigned to such terms in Article 9 of the UCC. Without limiting the generality of the foregoing, the terms "Account," "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Electronic Chattel Paper," "Equipment," "Fixture," "General Intangible," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right," "Money," "Payment Intangible," "Proceeds," "Record," "Securities Account," "Security," "Software," "Supporting Obligation," and "Tangible Chattel Paper" shall have the respective meanings assigned to such terms in Article 9 of the UCC.
(c) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in the Credit Agreement), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(d) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
Section 1.03 — Intercreditor Agreement
This Agreement and the liens and security interests created and granted hereunder are subject in all respects to the provisions of the Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, as Term Loan Agent, and Prairie State Bank, N.A., as Revolver Agent. Each Grantor acknowledges that it has received a copy of the Intercreditor Agreement and consents to the terms and provisions thereof. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control. No Secured Party shall have any rights hereunder that are inconsistent with the terms and provisions of the Intercreditor Agreement.
ARTICLE II — GUARANTEE
Section 2.01 — Guarantee of Secured Obligations
Each Subsidiary Guarantor, namely VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, hereby jointly and severally, unconditionally and irrevocably, guarantees to each Agent and each other Secured Party, as primary obligor and not merely as surety, the full and punctual payment and performance when due, whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise, of all Secured Obligations. Without limiting the generality of the foregoing, such guarantee encompasses all obligations of the Borrower and each other Grantor in respect of (a) the Five Hundred Million Dollar ($500,000,000) Term Loan Facility, including all principal, interest (including default interest and post-petition interest), and premium (if any), (b) the Two Hundred Sixty Million Dollar ($260,000,000) Revolving Facility, including all principal, interest (including default interest and post-petition interest), letter of credit reimbursement obligations, and commitment fees, (c) all fees, commissions, charges, costs, and expenses (including attorneys' fees and disbursements) payable under or in connection with the Loan Documents, (d) all indemnification obligations under the Loan Documents, and (e) all other amounts of every nature from time to time owing by the Borrower or any other Grantor to any Secured Party under or in connection with any Loan Document. This guarantee is a guarantee of payment and performance and not merely a guarantee of collection. Each Subsidiary Guarantor agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any such extension or renewal of any Secured Obligation.
Section 2.02 — Guarantee Absolute and Unconditional
The obligations of each Subsidiary Guarantor under this Article II are and shall be absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of the obligations of the Borrower under the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, or any substitution, release, impairment, or exchange of any other guarantee of or security for any of the Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality of the foregoing, each Subsidiary Guarantor agrees that its obligations hereunder shall not be discharged, impaired, or otherwise affected by any of the following, whether or not such Subsidiary Guarantor shall have had notice or knowledge of any of them:
(a) any extension, renewal, settlement, compromise, waiver, discharge, or release in respect of any obligation of the Borrower or any other Grantor under the Credit Agreement, any other Loan Document, or any other agreement;
(b) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document, or any other agreement, including, without limitation, any increase in the principal amount of any extensions of credit thereunder, any change in the interest rate or fees, or any extension of any maturity date;
(c) any release, impairment, non-perfection, or invalidity of any direct or indirect security for any obligation of the Borrower or any other Grantor under the Credit Agreement, any other Loan Document, or any other agreement;
(d) any change in the corporate existence, structure, or ownership of the Borrower or any other obligor on the Secured Obligations, including, without limitation, any merger, consolidation, reorganization, or conversion of any such entity;
(e) any insolvency, bankruptcy, reorganization, receivership, assignment for the benefit of creditors, or other similar proceeding affecting the Borrower, any other Grantor, or any of their respective assets;
(f) the existence of any claim, set-off, or other right that any Subsidiary Guarantor may have at any time against the Borrower, any other Grantor, any Agent, any Lender, or any other Person, whether in connection herewith or in any unrelated transaction;
(g) the adequacy or inadequacy of any other means the Agents or any Lender may have of obtaining repayment of any of the Secured Obligations;
(h) the election by any Agent or any Lender, in any proceeding under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by the Borrower as debtor-in-possession under the Bankruptcy Code; or
(j) any other act or omission to act or delay of any kind by the Borrower, any other Grantor, any Agent, any Lender, or any other Person, or any other circumstance whatsoever that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge or defense of the obligations of any Subsidiary Guarantor under this Article II.
Section 2.03 — Waivers by Subsidiary Guarantors
Each Subsidiary Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:
(a) notice of acceptance of this guarantee by the Agents or any other Secured Party;
(b) notice of the creation, existence, or incurrence of any new or additional Secured Obligations;
(c) notice of any action at any time taken or omitted by the Agents, any Lender, or any other Secured Party under or in respect of any of the Secured Obligations or any Loan Document;
(d) diligence, presentment, demand of payment, filing of claims with a court in the event of the insolvency or bankruptcy of the Borrower or any other obligor, protest, notice of dishonor, notice of protest, and notice of default or nonpayment to or upon the Borrower, any other Grantor, or any other Person with respect to any of the Secured Obligations;
(e) any right to require the Agents or any Secured Party to (i) proceed against the Borrower or any other Person, (ii) proceed against or exhaust any security held from the Borrower or any other Person, (iii) pursue any other remedy in the power of the Agents or any Secured Party whatsoever, or (iv) make any presentment, demand, or protest, or give any notice of any kind;
(f) any defense arising by reason of any lack of authority of the officers, directors, managers, partners, or agents acting or purporting to act on behalf of the Borrower or any vice or defect in the formation of the Borrower;
(g) any defense based upon the application of the doctrine of election of remedies by the Agents or any Secured Party, including, without limitation, any defense based upon any anti-deficiency statute or law of any applicable jurisdiction;
(h) any benefit of and any right to participate in any security or collateral given to or for the benefit of the Agents or any Secured Party to secure payment or performance of all or any part of the Secured Obligations (including the benefit of marshaling);
(i) the benefit of any statute of limitations affecting the liability of any Subsidiary Guarantor hereunder or the enforcement hereof, to the extent permitted by applicable law; and
(j) any and all other defenses available to a surety or guarantor under applicable law (other than the defense of payment or performance).
Section 2.04 — Reinstatement
The obligations of each Subsidiary Guarantor under this Article II shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or any other Grantor in respect of the Secured Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, determined to be void or voidable, or must otherwise be returned, refunded, or repaid to the Borrower or any other Grantor or to the estate, trustee, receiver, liquidator, custodian, or other similar official of the Borrower or any other Grantor, or otherwise (whether as a result of any demand, settlement, litigation, or similar proceeding, or otherwise), all as though such payment had not been made. If an Agent, in its sole discretion, is required or elects to pay over or otherwise deliver to the estate of the Borrower (or any other distributes thereof) any payment or deposit received by such Agent on account of the Secured Obligations after the Secured Obligations have been indefeasibly paid in full and the commitments under the Credit Agreement have been terminated, each Subsidiary Guarantor agrees that it shall remain liable for the Secured Obligations as though such payment had not been made.
Section 2.05 — Subrogation
Each Subsidiary Guarantor hereby irrevocably waives, and agrees that it shall not exercise, until the Secured Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated, any and all rights of subrogation, contribution, reimbursement, and indemnity whatsoever against the Borrower or any other Grantor with respect to the Secured Obligations, and any and all rights of recourse to any assets or property of the Borrower or any other Grantor or to any Collateral therefor, in each case whether arising under contract, by operation of law, or otherwise, including, without limitation, (a) any right of subrogation to the rights of any Secured Party, (b) any right to enforce any remedy that any Secured Party now has or may hereafter have against the Borrower or any other Grantor, (c) any right to participate in any Collateral or security now or hereafter held by any Secured Party, and (d) any benefit of, and any right to participate in, any Collateral or security now or hereafter held by any Secured Party. Each Subsidiary Guarantor further agrees that, to the extent any waiver of its rights of subrogation, contribution, reimbursement, indemnity, and other rights as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation that such Subsidiary Guarantor may have against the Borrower or any other Grantor or against any Collateral shall be junior and subordinate to any rights any Secured Party may have against the Borrower or any other Grantor, to all right, title, and interest any Secured Party may have in any Collateral, and to any payment or distribution in respect of the Secured Obligations.
Upon the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Credit Agreement, each Subsidiary Guarantor shall be subrogated to the rights of the Secured Parties to the extent of payments actually made by such Subsidiary Guarantor under this guarantee, subject to such Subsidiary Guarantor's obligations under any subordination agreement then in effect.
Section 2.06 — Limitation on Guarantee
Notwithstanding any provision of this Agreement to the contrary, the obligations of each Subsidiary Guarantor under this Article II shall be limited to the maximum amount that would not render such Subsidiary Guarantor's obligations hereunder voidable or avoidable under applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Title 11 of the United States Code (the "Bankruptcy Code"), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any other applicable federal or state law relating to fraudulent conveyance or fraudulent transfer. In computing the amount of the limitation described in the immediately preceding sentence, it is the intention of the parties that any rights of subrogation, contribution, reimbursement, indemnity, or similar rights of such Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any contractual arrangement shall be taken into account as assets of such Subsidiary Guarantor. Each Subsidiary Guarantor hereby confirms that it has received, and will continue to receive, direct and indirect benefits from the extensions of credit under the Credit Agreement and the other Loan Documents, and that the guarantee contained herein has been made in consideration of such benefits, the value of which each Subsidiary Guarantor acknowledges is not less than its guarantee obligation hereunder as so limited.
Section 2.07 — Keepwell
Each Grantor that is a "qualified ECP guarantor" (as defined below) at the time the guarantee under this Article II or the grant of a security interest under Article III by any Specified Grantor (as defined below) becomes effective with respect to any Swap Obligation hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Grantor with respect to such Swap Obligation as may be needed by such Specified Grantor from time to time to honor all of its obligations under this Agreement in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such qualified ECP guarantor's obligations and undertakings under this Section 2.07 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any purpose other than to satisfy the foregoing). The obligations and undertakings of each qualified ECP guarantor under this Section 2.07 shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full and all commitments under the Credit Agreement have been terminated. As used herein, "qualified ECP guarantor" means each Grantor that, at the time the relevant guarantee or grant of a security interest becomes effective, has total assets exceeding $10,000,000 or otherwise constitutes an "eligible contract participant" under the Commodity Exchange Act and the regulations thereunder. "Specified Grantor" means each Grantor that is not an "eligible contract participant" under the Commodity Exchange Act (determined prior to giving effect to this Section 2.07) at the time the relevant guarantee or grant of a security interest becomes effective with respect to such Swap Obligation.
Section 2.08 — Continuing Guarantee
This guarantee is a continuing guarantee and shall remain in full force and effect until the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Credit Agreement. This guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must be otherwise returned by any Secured Party upon the insolvency, bankruptcy, or reorganization of the Borrower or any other Grantor or otherwise, all as though such payment had not been made.
ARTICLE III — COLLATERAL; GRANT OF SECURITY INTEREST
Section 3.01 — Grant of Security Interest
As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Secured Obligations, each Grantor hereby pledges, assigns, and grants to the Term Loan Agent and the Revolver Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest (subject in all respects to the Intercreditor Agreement and Permitted Liens) in all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "Collateral"):
(a) all Accounts, including, without limitation, all rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered, by such Grantor, whether or not such rights have been earned by performance;
(b) all Chattel Paper, including, without limitation, all electronic chattel paper and tangible chattel paper;
(c) all Commercial Tort Claims, including, without limitation, those commercial tort claims identified on Schedule 3.01(c) attached hereto (as such schedule may be supplemented from time to time in accordance with Section 5.09);
(d) all Deposit Accounts, including, without limitation, all deposit accounts maintained at Tralvendo National Bank, Prairie State Bank, N.A., and any other depository institution, as more particularly identified on Schedule 3.02;
(e) all Documents, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title;
(f) all Equipment, including, without limitation, all machinery, furniture, fixtures, tools, parts, supplies, and all other tangible personal property (other than Inventory) of such Grantor, in each case wherever located and whether or not in the possession or control of such Grantor or a bailee or other third person;
(g) all Fixtures, wherever located;
(h) all General Intangibles, including, without limitation, all payment intangibles, all software (including all computer programs and all supporting information provided in connection with a transaction relating to a computer program), all customer lists, all contractual rights, all choses in action, all tax refunds and tax refund claims, all goodwill, and all intellectual property rights (including the intellectual Property Collateral as defined in Section 3.03);
(i) all Goods, including, without limitation, all embedded software to the extent included in Goods;
(j) all Instruments, including, without limitation, all promissory notes, drafts, bills of exchange, and certificated securities, whether or not negotiable;
(k) all intellectual Property Collateral (as defined in Section 3.03);
(l) all Inventory, including, without limitation, all goods held for sale or lease or to be furnished under a contract of service, all raw materials, work in process, finished goods, returned goods, and materials and supplies of every nature used or usable in connection with the manufacture, packing, shipping, advertising, selling, leasing, or furnishing of such goods;
(m) all Investment Property, including, without limitation, all certificated and uncertificated securities, all security entitlements, all securities accounts, all commodity contracts, all commodity accounts, and all Pledged Equity (as defined in Section 3.04);
(n) all Letter-of-Credit Rights, including, without limitation, all rights to payment or performance under any letter of credit;
(o) all Money, whether in the possession or control of such Grantor or any bailee or other third person;
(p) all Supporting Obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support or secure any of the foregoing;
(q) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(r) all Proceeds (including, without limitation, all insurance proceeds) and products of any and all of the foregoing, including, without limitation, all cash and non-cash proceeds of the foregoing property, including, without limitation, proceeds of insurance and condemnation awards; and
(s) all accessions to, substitutions for, and all replacements, products, offspring, rents, and profits of any and all of the foregoing Collateral, and to the extent not otherwise included, all interest, dividends, and other distributions at any time paid or payable on, or with respect to, any of the foregoing Collateral.
Notwithstanding the foregoing provisions of this Section 3.01, the Collateral shall not include any Excluded Assets. If and when any property shall cease to be an Excluded Asset, such property shall automatically and without any further action be deemed Collateral hereunder and subject to the security interests granted under this Agreement.
Section 3.02 — Security Interest in Deposit Accounts
Each Grantor hereby grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all deposit accounts maintained by such Grantor, whether now existing or hereafter opened, including, without limitation, all funds on deposit therein and all claims of such Grantor against the depository institution with respect thereto, as more particularly described on Schedule 3.02 attached hereto. Each Grantor agrees that the Agents shall have the right to enter into, and each Grantor shall use commercially reasonable efforts to cause each applicable depository institution to execute and deliver, deposit account control agreements with respect to all deposit accounts of the Grantors (other than any Excluded Account as may be permitted under the Credit Agreement), in form and substance reasonably satisfactory to the Agents. Schedule 3.02 sets forth, as of the date hereof, a true, correct, and complete list of all deposit accounts and securities accounts maintained by each Grantor, including the name of the depository institution, the account number (or the last four digits thereof), and the type of account.
Section 3.03 — Intellectual Property Collateral
Without limiting the generality of Section 3.01, each Grantor hereby grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising (collectively, the "Intellectual Property Collateral"):
(a) all patents and patent applications, including, without limitation, all patents and patent applications registered or filed in the United States or any foreign jurisdiction, together with all reissues, continuations, divisions, continuations-in-part, renewals, and extensions thereof, and all improvements thereon, including, without limitation, those patents and patent applications listed on Schedule 3.03(a) attached hereto, and all patent licenses and rights to practice thereunder;
(b) all trademarks, trademark registrations, and trademark applications (including service marks, collective marks, and certification marks), all trade names, trade dress, brand names, corporate names, domain names, and logos, together with all goodwill of the business symbolized by or associated with such trademarks, service marks, trade names, and the like, including, without limitation, those trademarks, trademark registrations, and trademark applications listed on Schedule 3.03(b) attached hereto;
(c) all copyrights, copyright registrations, and copyright applications, whether registered or unregistered, including, without limitation, all rights in and to works of authorship, compilations, and derivative works, including, without limitation, those copyrights and copyright registrations listed on Schedule 3.03(c) attached hereto;
(d) all trade secrets, proprietary information, know-how, technical data, confidential business information, inventions (whether or not patentable), formulae, processes, techniques, protocols, methods, designs, drawings, specifications, customer data, transaction data, and algorithms of any kind or nature, in each case whether in written, electronic, or other tangible or intangible form;
(e) all licenses, sublicenses, and other agreements to which such Grantor is a party relating to any of the foregoing, including, without limitation, all rights of such Grantor to use intellectual property owned by any third party;
(f) all claims for damages and rights to sue for past, present, and future infringement, misappropriation, dilution, or other violation of any of the foregoing; and
(g) all Proceeds of the foregoing, including, without limitation, all license fees, royalties, income, payments, and other proceeds now or hereafter due or payable with respect to any of the foregoing.
For the avoidance of doubt, the intellectual Property Collateral includes all intellectual property of PayStream Gateway LLC acquired by VeloPay Systems, Inc. in connection with the 2021 acquisition of PayStream Gateway LLC (aggregate consideration of Forty-Five Million Dollars ($45,000,000)), including all patents, trademarks, copyrights, trade secrets, and other proprietary technology related to the PayStream payment gateway platform, all of which have been validly assigned to and are owned by PayStream Gateway LLC. The intellectual Property Collateral further includes all intellectual property of VeloPay Fraud intelligence Inc. relating to its proprietary fraud detection and analytics SaaS products, platforms, and services. Notwithstanding the foregoing, the security interest granted in this Section 3.03 shall not extend to (x) any third-party open-source software to the extent the creation of a security interest therein is prohibited by the applicable open-source license terms, or (y) any intent-to-use trademark application filed with the United States Patent and Trademark Office to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or "Amendment to Allege Use" would impair the validity or enforceability of such application under applicable federal trademark law.
Section 3.04 — Pledged Equity
(a) Each applicable Grantor hereby pledges and grants to the Agents, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantor's right, title, and interest in and to the following equity interests (collectively, the "Pledged Equity"):
(i) one hundred percent (100%) of the issued and outstanding membership interests in VeloPay Processing LLC, a Delaware limited liability company, owned directly by VeloPay Systems, Inc.;
(ii) one hundred percent (100%) of the issued and outstanding shares of capital stock of VeloPay Fraud intelligence Inc., a Delaware corporation, owned directly by VeloPay Systems, Inc.;
(iii) one hundred percent (100%) of the issued and outstanding membership interests in PayStream Gateway LLC, a Delaware limited liability company, owned directly by VeloPay Systems, Inc.;
(iv) sixty-five percent (65%) of the issued and outstanding shares of capital stock of VeloPay Canada Inc., an Ontario corporation (a foreign subsidiary, with the pledge limited to sixty-five percent (65%) of the outstanding equity interests pursuant to Section 956 of the Internal Revenue Code of 1986, as amended, to avoid deemed dividend inclusion to Holdings or the Borrower);
(v) VeloPay Europe, Unipessoal Lda. — For the avoidance of doubt, the equity interests in VeloPay Europe, Unipessoal Lda., a Portuguese sociedade unipessoal limitada, are Excluded Assets and are not pledged hereunder;
(vi) all dividends, cash, instruments, and other property or Proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the equity interests described in clauses (i) through (iv) above;
(vii) all additional equity interests from time to time acquired by any Grantor in any of the entities described in clauses (i) through (iv) above, however acquired, together with all dividends, cash, instruments, and other property or Proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any such additional equity interests; and
(viii) all warrants, options, and other rights, contractual or otherwise, to acquire equity interests in any of the entities described in clauses (i) through (iv) above.
(b) Schedule 3.04 sets forth, as of the date hereof, a true, correct, and complete list of all equity interests pledged hereunder, including the issuer, the owner or pledgor, the type of interest, the certificate number (if any), the number of units or shares, and the percentage of outstanding equity interests pledged.
(c) Concurrently with the execution and delivery of this Agreement, each applicable Grantor shall deliver to the Agents (i) all certificates, if any, representing the Pledged Equity, together with undated stock powers or membership interest powers, as applicable, duly executed in blank by such Grantor, and (ii) with respect to uncertificated Pledged Equity, evidence satisfactory to the Agents that appropriate entries have been made in the books and records of the applicable issuer to reflect the security interest of the Agents therein, and such Grantor shall take all steps necessary to ensure that the Agents have "control" (within the meaning of Sections 8-106 and 9-106 of the UCC) over such uncertificated Pledged Equity.
Section 3.05 — Proceeds
The security interest in Collateral granted under this Article III expressly includes all Proceeds of Collateral, including, without limitation, all cash and non-cash proceeds, insurance proceeds, condemnation awards, and all other amounts received by any Grantor on account of or in exchange for any Collateral. Each Grantor agrees that, upon receipt of any cash Proceeds of Collateral (other than Proceeds received in the ordinary course of business), such Grantor shall promptly deposit such Proceeds into a deposit account that is subject to a deposit account control agreement in favor of the Agents, unless otherwise expressly permitted by the Credit Agreement.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Agents and the Secured Parties as of the date hereof and as of the date of each extension of credit under the Credit Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) as follows:
Section 4.01 — Organization and Good Standing
Each Grantor is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as set forth below:
(a) VeloPay Systems, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number: 5748392);
(b) VeloPay Processing LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware;
(c) VeloPay Fraud intelligence Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and
(d) PayStream Gateway LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
Each Grantor is duly qualified and licensed to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
Section 4.02 — Authorization; Enforceability
The execution, delivery, and performance by each Grantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of such Grantor. No meeting of stockholders, members, or other equity holders, and no vote or consent of any other Person (other than such actions as have already been taken), is necessary to authorize the execution, delivery, and performance by each Grantor of this Agreement. This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against each Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Section 4.03 — No Conflicts
The execution, delivery, and performance by each Grantor of this Agreement, and the creation and perfection of the security interests granted hereunder, do not and will not (a) contravene, result in any breach of, or constitute a default under, the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of any Grantor, (b) contravene, result in any breach of, or constitute a default under, any material agreement, contract, lease, license, or instrument to which any Grantor is a party or by which any Grantor or its properties may be bound, (c) violate any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority, or (d) result in the creation of any Lien on any asset of any Grantor (other than the security interests created hereunder and Permitted Liens). No consent, approval, authorization, order, registration, qualification, license, filing, or other action of, with, or by any governmental authority or any other Person is required for the execution, delivery, and performance of this Agreement by any Grantor or for the creation and perfection of the security interests granted hereunder, except for (i) filings of UCC financing statements and continuations thereof, (ii) filings with the United States Patent and Trademark Office and the United States Copyright Office with respect to the intellectual Property Collateral, (iii) such consents, approvals, and authorizations that have been duly obtained, made, or given and are in full force and effect, and (iv) state money transmitter change-of-control approvals and notifications, all of which were completed on or before July 18, 2025.
Section 4.04 — Title to Collateral; Perfection
Each Grantor has good and valid title to, or valid and subsisting leasehold interests in or rights in, all Collateral purported to be owned by it, free and clear of all Liens other than Permitted Liens. Upon the filing of duly authorized UCC-1 financing statements with the Delaware Secretary of State (the jurisdiction of organization of each Grantor organized in Delaware), the delivery of all certificates representing Pledged Equity (accompanied by undated stock powers or membership interest powers duly executed in blank), and the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted pursuant to this Agreement will constitute valid, enforceable, and perfected first-priority security interests in the Collateral in favor of the Agents (for the ratable benefit of the Secured Parties), prior and superior to the rights of all third Persons (subject only to Permitted Liens that have priority by operation of applicable law and the provisions of the Intercreditor Agreement). Schedule 4.04 sets forth the jurisdictions in which UCC-1 financing statements are to be filed with respect to each Grantor.
Section 4.05 — Exact Legal Names and Locations
The exact legal name of each Grantor (as such name appears in its certificate of incorporation, certificate of formation, or other organizational document filed with the applicable Secretary of State or other governmental authority) and such Grantor's organizational identification number (or file number) are set forth on Schedule 4.05 attached hereto. The chief executive office and principal place of business of each Grantor are located at the addresses set forth on Schedule 4.05. All locations where Collateral is stored, used, or maintained (including offices, data centers, and other facilities) are located at the addresses set forth on Schedule 4.05, which includes, as of the date hereof, offices in Austin, Texas and Denver, Colorado. No Grantor has changed its legal name, jurisdiction of organization, or organizational identification number within the five (5) years preceding the date hereof, except as set forth on Schedule 4.05.
Section 4.06 — Intellectual Property
Schedule 3.03 (including Schedules 3.03(a), 3.03(b), and 3.03(c)) sets forth a complete and accurate list, as of the date hereof, of all patents, patent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications owned by each Grantor that are registered or filed with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent foreign governmental authority. Each Grantor owns or has a valid license to use all intellectual property material to the conduct of its business. No Grantor has knowledge of any claim, challenge, demand, proceeding, or action pending or threatened by any Person with respect to the ownership, validity, or enforceability of any material intellectual property included in the Collateral (other than as disclosed in the Merger Agreement or in the disclosure schedules delivered in connection with the Credit Agreement). All intellectual property acquired by PayStream Gateway LLC (or assigned to PayStream Gateway LLC) in connection with the 2021 acquisition of PayStream Gateway LLC is validly owned by PayStream Gateway LLC, was properly assigned in connection with such acquisition, and is free and clear of all Liens other than Permitted Liens.
Section 4.07 — Deposit Accounts and Securities Accounts
Schedule 3.02 sets forth a true, correct, and complete list, as of the date hereof, of all deposit accounts and securities accounts maintained by each Grantor, including the name of the depository institution or securities intermediary, the account number (or last four digits thereof), the type of account, and the branch or location thereof. No Grantor maintains any deposit account or securities account that is not listed on Schedule 3.02 (except as may be subsequently opened with notice to the Agents in accordance with the Credit Agreement and subject to the requirement to deliver a deposit account control agreement or securities account control agreement within the time periods specified herein or in the Credit Agreement).
Section 4.08 — Equity Interests
Schedule 3.04 sets forth a true, correct, and complete list, as of the date hereof, of all equity interests owned by each Grantor in any other Person, including the issuer, the class of equity interest, the certificate number (if applicable), the number of units or shares, and the percentage of outstanding equity interests owned by such Grantor. The Pledged Equity constitutes the percentages of issued and outstanding equity interests of the respective issuers set forth on Schedule 3.04. All of the Pledged Equity has been duly authorized and validly issued and is fully paid and non-assessable (to the extent applicable). No Grantor is a party to or bound by any option, warrant, call, right, commitment, conversion privilege, or other agreement or arrangement obligating such Grantor to issue, sell, transfer, or otherwise dispose of any equity interests in any subsidiary (other than as permitted under the Credit Agreement), and there are no outstanding or authorized options, warrants, or other rights to subscribe for or purchase equity interests of any subsidiary of any Grantor (other than as set forth on Schedule 3.04).
Section 4.09 — Commercial Tort Claims
Schedule 3.01(c) sets forth a true, correct, and complete description of all commercial tort claims held by each Grantor as of the date hereof that have a claimed or reasonably anticipated value in excess of One Million Dollars ($1,000,000) (or such other threshold as may be specified in the Credit Agreement), including the parties, the nature of the claim, and the court or forum in which any action is pending. No Grantor has any commercial tort claims with a claimed or reasonably anticipated value in excess of the foregoing threshold that are not described on Schedule 3.01(c).
Section 4.10 — Material Agreements
The execution and delivery of this Agreement and the creation and perfection of the security interests granted hereunder do not violate or constitute a default or require any consent under any material agreement, contract, lease, license, or instrument to which any Grantor is a party, except f

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