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

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MERIDIAN COMMERCIAL CREDIT CORP. 599 Lexington Avenue, 26th Floor New York, New York 10022

July 18, 2025

Brian Castellano Vice President, Loan Administration Direct: (212) 554-7183

Email: bcastellano@meridiancredit.com

VIA EMAIL AND OVERNIGHT COURIER

VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759

Attention: Marcus Langford, Chief Financial Officer

Attention: Danielle Moreau, General Counsel

Copies to:

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

Attention: Priya Deshmukh, Managing Partner

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

Attention: Sandra Tung, Esq. and Megan Chu, Esq.

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

Attention: Andrew Birchfield, Managing Director, Sponsor Finance

Maplewood & Strauss LLP One International Place, Suite 3600 Boston, Massachusetts 02110

Attention: Gordon Strauss, Esq.

Re: Payoff Letter — Senior Secured Term Loan Credit Facility dated as of March 14, 2022, among VeloPay Systems, Inc., as Borrower, and Meridian Commercial Credit Corp., as Administrative Agent and Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement")

Ladies and Gentlemen:

Reference is hereby made to the Existing Credit Agreement identified above. Capitalized terms used but not otherwise defined in this payoff letter (this "Payoff Letter") shall have the meanings ascribed to them in the Existing Credit Agreement.

1. Reference to Existing Credit Agreement and Background

Meridian Commercial Credit Corp. ("Meridian" or the "Administrative Agent"), in its capacity as Administrative Agent and Lender under the Existing Credit Agreement, hereby delivers this Payoff Letter to VeloPay Systems, Inc. (EIN: 82-3019478), a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the proposed repayment in full of all Obligations (as defined in the Existing Credit Agreement) and the concurrent release of all Liens securing such Obligations.

The Existing Credit Agreement established a senior secured term loan credit facility pursuant to which Meridian, as Administrative Agent and Lender, extended credit to the Borrower. The obligations of the Borrower under the Existing Credit Agreement are guaranteed by the following domestic subsidiaries of the Borrower (collectively, the "Guarantors"): (a) VeloPay Processing LLC, a Delaware limited liability company, (b) VeloPay Fraud intelligence Inc., a Delaware corporation, and (c) PayStream Gateway LLC, a Delaware limited liability company. The obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents are secured by Liens on substantially all of the assets of the Borrower and each Guarantor, as more particularly described in the Security Agreement, the Pledge Agreement, and the other Collateral Documents executed and delivered in connection with the Existing Credit Agreement.

As of the date hereof, the aggregate outstanding principal balance of the term loan under the Existing Credit Agreement is One Hundred Twelve Million Dollars ($112,000,000.00). No revolving credit facility, letter of credit facility, or other extension of credit (other than the term loan described herein) is outstanding under the Existing Credit Agreement.

Meridian understands that the payoff contemplated by this Payoff Letter is being effected in connection with the acquisition of the Borrower by Harrowgate Private Equity Fund IV LP (the "Acquisition") and the concurrent refinancing of the Borrower's existing indebtedness. This Payoff Letter sets forth the aggregate amount required to satisfy and discharge in full all Obligations under the Existing Credit Agreement and describes the actions that Meridian will take upon receipt of such amount to release all Liens and terminate the Existing Credit Agreement and the related Loan Documents.

2. Payoff Amount and Calculation

The following sets forth in reasonable detail the calculation of the total amount required to satisfy and discharge in full all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement (the "Total Payoff Amount"), calculated as of the close of business on July 22, 2025 (the "Anticipated Payoff Date"):

2.1 Outstanding Principal Amount

The aggregate outstanding principal balance of the term loan under the Existing Credit Agreement as of the date hereof is:

Outstanding Principal Balance: $112,000,000.00

2.2 Accrued and Unpaid Interest

Interest on the outstanding principal balance of the term loan has been calculated at the applicable rate under the Existing Credit Agreement (Term SOFR plus 4.25% per annum, inclusive of the applicable credit spread adjustment, as set forth in Section 2.05 of the Existing Credit Agreement) through and including the Anticipated Payoff Date of July 22, 2025. The aggregate accrued and unpaid interest as of the Anticipated Payoff Date is approximately:

Accrued and Unpaid Interest (through July 22, 2025): $1,230,000.00 (estimated)

The foregoing amount represents interest accrued from and including the last interest payment date (July 1, 2025) through and including July 22, 2025. Interest continues to accrue on the outstanding principal balance at a per diem rate of approximately $55,909.59 per day. In the event the Total Payoff Amount is not received on or before July 22, 2025, the accrued interest component of the Total Payoff Amount shall be increased by the foregoing per diem amount for each additional day that elapses beyond July 22, 2025 until the date on which the Total Payoff Amount is received in full in immediately available funds.

2.3 Prepayment Premium or Fee

Pursuant to Section 2.09(c) of the Existing Credit Agreement, any voluntary prepayment of the term loan made on or after the third anniversary of the Closing Date (as defined therein) is not subject to any prepayment premium, make-whole amount, or early termination fee. The third anniversary of the Closing Date was March 14, 2025. Accordingly, no prepayment premium, make-whole amount, or early termination fee is due or payable in connection with the payoff contemplated by this Payoff Letter.

Prepayment Premium / Make-Whole: $0.00

2.4 Accrued Fees

As of the date hereof, there are no accrued and unpaid administrative agent fees, unused commitment fees, or other periodic fees due and owing under the Existing Credit Agreement. The annual administrative agent fee for the current period was paid in full on April 1, 2025, and no additional installment is due prior to the Anticipated Payoff Date.

Accrued and Unpaid Fees: $0.00

2.5 Costs and Expenses

Pursuant to Section 10.04 of the Existing Credit Agreement, the Borrower is obligated to reimburse Meridian for all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, execution, and delivery of this Payoff Letter and the related release documentation. Meridian estimates that such costs and expenses will not exceed the following amount; provided, however, that the final amount shall be invoiced separately following the Anticipated Payoff Date and shall remain an obligation of the Borrower notwithstanding the payoff and termination of the Existing Credit Agreement:

Estimated Reimbursable Legal Fees and Expenses: $45,000.00

Meridian's counsel, Whitman, Pratt & Hollander LLP, will submit a final invoice for such fees and expenses directly to the Borrower (or its successor or designee) within thirty (30) days following the Anticipated Payoff Date. For purposes of calculating the Total Payoff Amount to be wired on the Anticipated Payoff Date, the estimated amount set forth above has been included. Any difference between the estimated amount and the final invoiced amount shall be settled between Meridian and the Borrower promptly following submission of such invoice.

2.6 Total Payoff Amount

Based on the foregoing, the Total Payoff Amount required to satisfy and discharge in full all Obligations under the Existing Credit Agreement, calculated as of the close of business on July 22, 2025, is as follows:

Total Payoff Amount (good through close of business on July 22, 2025): ONE HUNDRED THIRTEEN MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($113,275,000.00)

The Total Payoff Amount set forth above is good through the close of business (5:00 p.m. Eastern Time) on July 22, 2025. If payment is not received by such date and time, the Total Payoff Amount must be recalculated to include additional accrued interest at the per diem rate of $55,909.59 per day for each day beyond July 22, 2025 through and including the actual date of receipt of payment in full in immediately available funds. In such event, the Borrower or its designee should contact Brian Castellano at the telephone number or email address set forth above to obtain an updated payoff amount.

3. Wire Transfer Instructions for Payoff

The Total Payoff Amount shall be remitted by wire transfer of immediately available funds in United States dollars to the following account:

Bank Name: Atlantic Federal Trust, N.A. ABA/Routing Number: 021-073-418 Account Name: Meridian Commercial Credit Corp. — Loan Payoff Account Account Number: 8830-2741-6059 Reference: VeloPay Systems, Inc. — Loan Payoff / Credit Agreement Ref. No. MCCC-2022-03147 Attention: Brian Castellano, VP, Loan Administration

All payments must be made in immediately available funds denominated in United States dollars. Payments received after 2:00 p.m. Eastern Time on any business day will be deemed received on the next succeeding business day for purposes of interest calculation and determination of the Total Payoff Amount.

Meridian requests that the Borrower or its designee provide advance written notification (by email to bcastellano@meridiancredit.com) of the anticipated wire transfer date and approximate time of transmission no later than one (1) business day prior to the date on which the wire transfer is expected to be initiated. Such advance notification is requested for operational purposes only and shall not be a condition to the effectiveness of this Payoff Letter or Meridian's obligations hereunder.

For the convenience of the closing funds flow team, the wire transfer instructions are also set forth in Exhibit C attached hereto.

4. Release of Liens and Security Interests

4.1 Commitment to Release

Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds (such receipt to be confirmed by Meridian in writing via email to the Borrower and its counsel), Meridian, in its capacity as Administrative Agent, hereby irrevocably agrees and commits to:

(a) release all Liens on the assets of VeloPay Systems, Inc. and each of the Guarantors (VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC), including, without limitation, all security interests in personal property, fixtures, real property (if any), deposit accounts, securities accounts, intellectual property, and all other Collateral (as defined in the Existing Credit Agreement and the related Security Documents);

(b) terminate all security interests granted under the Existing Credit Agreement, the Security Agreement dated as of March 14, 2022, the Pledge Agreement dated as of March 14, 2022, and all other Collateral Documents and security instruments executed and delivered in connection with the Existing Credit Agreement; and

(c) take all actions reasonably necessary or desirable to evidence and effectuate the foregoing releases and terminations, including the execution and delivery of all instruments, documents, and filings described in Sections 4.2, 4.3, and 4.4 below.

4.2 UCC Termination Statements

Within three (3) business days following Meridian's receipt of the Total Payoff Amount in full in immediately available funds, Meridian shall prepare, execute, and file (or authorize the Borrower or its designee to prepare and file on Meridian's behalf) UCC-3 termination statements with respect to all UCC-1 financing statements filed by or on behalf of Meridian in connection with the Existing Credit Agreement in all applicable jurisdictions, including, without limitation, the Office of the Secretary of State of the State of Delaware and any other state or local filing offices in which UCC-1 financing statements were filed. A complete list of the UCC-1 financing statements to be terminated is set forth in Exhibit A attached hereto.

Meridian shall bear no responsibility for filing fees or other governmental charges associated with the filing of such UCC-3 termination statements; all such fees and charges shall be borne by the Borrower or its designee.

4.3 Release of Other Collateral

In addition to the UCC-3 termination statements described in Section 4.2, upon receipt of the Total Payoff Amount in full, Meridian shall execute and deliver to the Borrower or its designee (including Calderwood & Harkness LLP or Maplewood & Strauss LLP, as applicable) the following release documents and instruments:

(a) termination notices and releases with respect to all deposit account control agreements entered into by the Borrower or any Guarantor in favor of Meridian, including instructions to the applicable depository banks to release Meridian's control over such deposit accounts;

(b) releases of any intellectual property security agreements filed with the United States Patent and Trademark Office (the "USPTO") or the United States Copyright Office (the "USCO"), including the execution of appropriate termination or release documents in recordable form suitable for filing with the USPTO and/or USCO, as applicable;

(c) releases of any stock certificates, membership interest certificates, or other pledged equity interests held by Meridian pursuant to the Pledge Agreement, and the return of any such certificates or instruments to the Borrower or its designee, together with any undated stock powers or transfer instruments delivered in connection therewith; and

(d) releases of any other security instruments, mortgages, deeds of trust, assignments, or pledges granted in connection with the Existing Credit Agreement or any related Loan Document.

Meridian further agrees to execute and deliver such additional release documents, instruments, termination statements, and filings as may be reasonably requested by the Borrower, Harrowgate Private Equity Fund IV LP, Tralvendo National Bank (in its capacity as the administrative agent under the replacement credit facility), or their respective counsel, in each case to evidence and effectuate the full and complete release of all Liens granted in favor of Meridian under the Existing Credit Agreement and the related Loan Documents. A complete list of the security documents and ancillary agreements to be released and terminated is set forth in Exhibit B attached hereto.

4.4 Authorization to File

Effective upon receipt of the Total Payoff Amount in full in immediately available funds, Meridian hereby irrevocably authorizes VeloPay Systems, Inc. (or its designee, including, without limitation, Calderwood & Harkness LLP, Maplewood & Strauss LLP, or any successor or assignee of the Borrower) to file UCC-3 termination statements, intellectual property releases, and such other documents and instruments as may be necessary or appropriate to effect the release and termination of all Liens granted in favor of Meridian under the Existing Credit Agreement and the related Loan Documents in all applicable filing offices and jurisdictions. This authorization is irrevocable and shall survive the termination of the Existing Credit Agreement.

5. Termination of Existing Credit Agreement and Related Documents

Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds, the Existing Credit Agreement and all related Loan Documents (including, without limitation, the Security Agreement dated as of March 14, 2022, the Guaranty Agreement dated as of March 14, 2022, the Pledge Agreement dated as of March 14, 2022, all Collateral Documents, all promissory notes, all ancillary agreements, and all amendments, supplements, and modifications thereto) shall be deemed terminated and shall be of no further force or effect, and all Obligations (other than Surviving Obligations, as described below) shall be deemed satisfied and discharged in full.

Without limiting the generality of the foregoing, all guaranty obligations of VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC under the Guaranty Agreement and the Existing Credit Agreement shall be fully and unconditionally released and terminated upon receipt of the Total Payoff Amount in full.

Notwithstanding the foregoing, those provisions of the Existing Credit Agreement and the related Loan Documents that by their express terms survive the termination thereof shall continue in full force and effect in accordance with their terms following the payoff and termination contemplated hereby, including, without limitation: (a) the indemnification obligations of the Borrower in favor of Meridian, the Administrative Agent, and their respective Related Parties set forth in Section 10.04(b) of the Existing Credit Agreement; (b) the expense reimbursement obligations of the Borrower set forth in Section 10.04(a) of the Existing Credit Agreement (including with respect to the final invoice for legal fees and expenses described in Section 2.5 of this Payoff Letter); and (c) any other provisions that expressly survive termination (collectively, the "Surviving Obligations").

6. Representations and Confirmations of Meridian

Meridian, in its capacity as Administrative Agent and Lender under the Existing Credit Agreement, hereby represents, warrants, and confirms to the Borrower and its designees as follows as of the date hereof:

(a) Outstanding Balance. As of the date of this Payoff Letter, the aggregate outstanding principal balance of the term loan under the Existing Credit Agreement is One Hundred Twelve Million Dollars ($112,000,000.00), and no other principal amount is outstanding under the Existing Credit Agreement.

(b) No Other Extensions of Credit. There are no other loans, advances, letters of credit, bankers' acceptances, or other extensions of credit outstanding under the Existing Credit Agreement other than the term loan described herein. No unfunded commitments or undrawn amounts exist under the Existing Credit Agreement.

(c) Authority. Meridian is the sole Lender under the Existing Credit Agreement and has full power and authority to deliver this Payoff Letter, to receive the Total Payoff Amount, and to release and terminate all Liens and security interests granted under the Existing Credit Agreement and the related Loan Documents. No participation, assignment, or other transfer of any interest in the term loan has been made that would require the consent or joinder of any other party in connection with the payoff and release contemplated hereby.

(d) No Default. As of the date hereof, no Event of Default, and no event, act, or condition that with the giving of notice, the passage of time, or both, would constitute an Event of Default, exists under the Existing Credit Agreement that would prevent, delay, or otherwise impair the payoff and release of Liens contemplated by this Payoff Letter. To the extent any such event, act, or condition may exist or be alleged to exist, Meridian hereby waives the same solely for the purpose of permitting the payoff and release of Liens contemplated by this Payoff Letter.

(e) Discharge. Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds, all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement (other than the Surviving Obligations) will be fully satisfied, paid, and discharged, and neither the Borrower nor any Guarantor shall have any further obligation or liability to Meridian under the Existing Credit Agreement or any related Loan Document (other than with respect to the Surviving Obligations).

7. No Amendment; Reservation of Rights Pending Payoff

This Payoff Letter does not constitute an amendment, modification, or waiver of any term, condition, or provision of the Existing Credit Agreement or any related Loan Document, except as expressly set forth herein. Nothing contained in this Payoff Letter shall be construed to impair, limit, or otherwise affect any rights, remedies, or obligations of any party under the Existing Credit Agreement or any related Loan Document, except to the extent expressly provided for in this Payoff Letter upon the receipt of the Total Payoff Amount in full.

Until such time as the Total Payoff Amount is received in full in immediately available funds by Meridian, all terms and conditions of the Existing Credit Agreement and the related Loan Documents shall remain in full force and effect, and Meridian expressly reserves all of its rights and remedies thereunder and under applicable law, including, without limitation, the right to exercise any and all remedies available to it upon the occurrence of an Event of Default.

8. Expiration of Payoff Letter

This Payoff Letter and the Total Payoff Amount set forth herein are valid through the close of business (5:00 p.m. Eastern Time) on July 22, 2025. If the Total Payoff Amount is not received by Meridian in full in immediately available funds by such date and time, this Payoff Letter shall automatically expire and become null and void, without further action by or notice from Meridian, and the Borrower or its designee shall be required to request a new payoff letter reflecting accrued interest through the revised anticipated payoff date. Meridian shall use commercially reasonable efforts to deliver any such replacement payoff letter within two (2) business days following receipt of such request.

9. Contact Information

All questions, correspondence, and communications regarding this Payoff Letter, the calculation of the Total Payoff Amount, coordination of the wire transfer, or the preparation and delivery of release documentation should be directed to:

Brian Castellano Vice President, Loan Administration Meridian Commercial Credit Corp. 599 Lexington Avenue, 26th Floor New York, New York 10022 Telephone: (212) 554-7183

Email: bcastellano@meridiancredit.com

10. Governing Law

This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

[Signature Pages Follow]

SIGNATURE PAGE TO PAYOFF LETTER

Please acknowledge your receipt of this Payoff Letter and your agreement to the terms set forth herein by countersigning a copy of this letter in the space indicated below and returning it to the undersigned.

Very truly yours,

MERIDIAN COMMERCIAL CREDIT CORP., as Administrative Agent and Lender

By: ________

Name: Brian Castellano

Title: Vice President, Loan Administration

Date: July 18, 2025

ACKNOWLEDGMENT AND AGREEMENT

The undersigned Borrower hereby acknowledges receipt of this Payoff Letter and agrees to the terms and conditions set forth herein, including, without limitation, the Total Payoff Amount, the wire transfer instructions, and the provisions regarding the release of Liens and termination of the Existing Credit Agreement. The undersigned further confirms that the Total Payoff Amount will be remitted in accordance with the wire transfer instructions set forth herein on or before the close of business on July 22, 2025.

VELOPAY SYSTEMS, INC., as Borrower

By: ________

Name: Marcus Langford

Title: Chief Financial Officer

Date: ________

EXHIBIT A

UCC FINANCING STATEMENTS TO BE TERMINATED

The following is a complete list of all UCC-1 financing statements filed by or on behalf of Meridian Commercial Credit Corp. in connection with the Existing Credit Agreement. Upon receipt of the Total Payoff Amount in full in immediately available funds, Meridian shall cause UCC-3 termination statements to be filed (or authorize the Borrower or its designee to file UCC-3 termination statements) with respect to each of the following:

Note: Filing No. 2022-1503419 represents an amendment filing related to the addition of specific collateral descriptions for intellectual property assets. A UCC-3 termination statement will be filed with respect to the initial filing (No. 2022-1487203), which will terminate all related amendment filings as a matter of law. Meridian will separately file a UCC-3 termination statement referencing Filing No. 2022-1503419 to the extent required or advisable under applicable law.

EXHIBIT B

LIST OF SECURITY DOCUMENTS AND ANCILLARY AGREEMENTS TO BE RELEASED

The following is a complete list of all security documents, collateral documents, and ancillary agreements executed and delivered in connection with the Existing Credit Agreement that will be terminated and released upon receipt of the Total Payoff Amount in full in immediately available funds:

1. Security Agreement, dated as of March 14, 2022, by and among VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, as Grantors, and Meridian Commercial Credit Corp., as Administrative Agent and Secured Party.

2. Guaranty Agreement, dated as of March 14, 2022, by VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, as Guarantors, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Lender.

3. Pledge Agreement, dated as of March 14, 2022, by VeloPay Systems, Inc., as Pledgor, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, pursuant to which VeloPay Systems, Inc. pledged 100% of the equity interests in each of VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC.

4. Deposit Account Control Agreement, dated as of March 21, 2022, among VeloPay Systems, Inc., Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Greaves Bancorp (as Depository Bank), with respect to operating account no. ending in -4782 maintained at Greaves Bancorp

5. Deposit Account Control Agreement, dated as of March 21, 2022, among VeloPay Processing LLC, Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Greaves Bancorp (as Depository Bank), with respect to operating account no. ending in -4799 maintained at Greaves Bancorp

6. Deposit Account Control Agreement, dated as of March 21, 2022, among PayStream Gateway LLC, Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Harborview Savings Bank (a division of Strathmore Financial) (as Depository Bank), with respect to operating account no. ending in -6310 maintained at Harborview Savings Bank.

7. intellectual Property Security Agreement, dated as of March 14, 2022, by VeloPay Systems, Inc. and VeloPay Fraud intelligence Inc., as Grantors, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, recorded with the United States Patent and Trademark Office on April 5, 2022 (Reel/Frame: 059312/0184).

8. intellectual Property Security Agreement (Copyright), dated as of March 14, 2022, by VeloPay Systems, Inc., as Grantor, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, recorded with the United States Copyright Office on April 12, 2022 (Document No.: V9987 D1042 P0018).

9. Intercompany Subordination Agreement, dated as of March 14, 2022, by and among VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC, and Meridian Commercial Credit Corp., as Administrative Agent.

10. Perfection Certificate, dated as of March 14, 2022, delivered by VeloPay Systems, Inc. and each Guarantor to Meridian Commercial Credit Corp. in connection with the closing of the Existing Credit Agreement.

Note: To the extent any additional ancillary documents, side letters, or other instruments were executed and delivered in connection with the Existing Credit Agreement and the transactions contemplated thereby that are not specifically listed above, such documents shall be deemed terminated and released upon receipt of the Total Payoff Amount in full, to the extent they relate to or evidence Liens securing the Obligations under the Existing Credit Agreement.

EXHIBIT C

WIRE TRANSFER INSTRUCTIONS (DETAILED)

The following wire transfer instructions are provided for use by the closing funds flow team in connection with the remittance of the Total Payoff Amount to Meridian Commercial Credit Corp. These instructions are identical to those set forth in Section 3 of the Payoff Letter and are restated here in exhibit format for ease of reference and inclusion in the Funds Flow Memorandum.

Wire Transfer Instructions — Meridian Commercial Credit Corp. Loan Payoff

Beneficiary Bank: Atlantic Federal Trust, N.A. Beneficiary Bank Address: 120 Broadway, 3rd Floor, New York, New York 10271 ABA/Routing Number: 021-073-418 SWIFT Code (for international reference, if applicable): AFTRUS33

Beneficiary Account Name: Meridian Commercial Credit Corp. — Loan Payoff Account Beneficiary Account Number: 8830-2741-6059

Reference Line / OBI Field: VeloPay Systems, Inc. — Loan Payoff / Credit Agreement Ref. No. MCCC-2022-03147

Attention: Brian Castellano, VP, Loan Administration

Amount to be Wired:

$113,275,000.00 (if payoff occurs on or before July 22, 2025)

If payoff occurs after July 22, 2025, the wire amount shall be increased by $55,909.59 for each additional day beyond July 22, 2025. Contact Brian Castellano at (212) 554-7183 or bcastellano@meridiancredit.com for confirmation of the revised Total Payoff Amount.

Advance Notification Requirement:

Please provide advance written notification of the anticipated wire transfer date and approximate time of transmission to Brian Castellano at bcastellano@meridiancredit.com no later than one (1) business day prior to the date on which the wire transfer is expected to be initiated. Please also copy Sandra Tung, Esq. (stung@calderwoodharkness.com) and Gordon Strauss, Esq. (gstrauss@maplewoodstrauss.com) on such notification for coordination purposes.

Confirmation of Receipt:

Upon receipt of the Total Payoff Amount in full in immediately available funds, Meridian will issue written confirmation of receipt via email to the Borrower, the Borrower's counsel, and such other parties as the Borrower may designate.

Reference: Funds Flow Memorandum dated July 21, 2025, to be prepared and circulated by Calderwood & Harkness LLP in connection with the closing of the Acquisition and the refinancing of the Borrower's existing indebtedness.

[End of Exhibit C]

[End of Payoff Letter]

Component	Amount
Outstanding Principal Balance	$112,000,000.00
Accrued and Unpaid Interest (through July 22, 2025)	$1,230,000.00
Prepayment Premium / Make-Whole	$0.00
Accrued and Unpaid Fees	$0.00
Estimated Reimbursable Legal Fees and Expenses	$45,000.00
Total Payoff Amount	$113,275,000.00
No.	Filing Jurisdiction	Debtor	Secured Party	Filing Number	Filing Date
1	Delaware Secretary of State	VeloPay Systems, Inc.	Meridian Commercial Credit Corp.	2022-1487203	March 14, 2022
2	Delaware Secretary of State	VeloPay Processing LLC	Meridian Commercial Credit Corp.	2022-1487211	March 14, 2022
3	Delaware Secretary of State	VeloPay Fraud intelligence Inc.	Meridian Commercial Credit Corp.	2022-1487228	March 14, 2022
4	Delaware Secretary of State	PayStream Gateway LLC	Meridian Commercial Credit Corp.	2022-1487236	March 14, 2022
5	Delaware Secretary of State	VeloPay Systems, Inc.	Meridian Commercial Credit Corp.	2022-1503419	March 28, 2022

MERIDIAN COMMERCIAL CREDIT CORP. 599 Lexington Avenue, 26th Floor New York, New York 10022
July 18, 2025
Brian Castellano Vice President, Loan Administration Direct: (212) 554-7183
Email: bcastellano@meridiancredit.com
VIA EMAIL AND OVERNIGHT COURIER
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Attention: Marcus Langford, Chief Financial Officer
Attention: Danielle Moreau, General Counsel
Copies to:
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801
Attention: Priya Deshmukh, Managing Partner
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Attention: Sandra Tung, Esq. and Megan Chu, Esq.
Tralvendo National Bank 100 Federal Street, 30th Floor Boston, Massachusetts 02110
Attention: Andrew Birchfield, Managing Director, Sponsor Finance
Maplewood & Strauss LLP One International Place, Suite 3600 Boston, Massachusetts 02110
Attention: Gordon Strauss, Esq.
Re: Payoff Letter — Senior Secured Term Loan Credit Facility dated as of March 14, 2022, among VeloPay Systems, Inc., as Borrower, and Meridian Commercial Credit Corp., as Administrative Agent and Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement")
Ladies and Gentlemen:
Reference is hereby made to the Existing Credit Agreement identified above. Capitalized terms used but not otherwise defined in this payoff letter (this "Payoff Letter") shall have the meanings ascribed to them in the Existing Credit Agreement.
1. Reference to Existing Credit Agreement and Background
Meridian Commercial Credit Corp. ("Meridian" or the "Administrative Agent"), in its capacity as Administrative Agent and Lender under the Existing Credit Agreement, hereby delivers this Payoff Letter to VeloPay Systems, Inc. (EIN: 82-3019478), a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the proposed repayment in full of all Obligations (as defined in the Existing Credit Agreement) and the concurrent release of all Liens securing such Obligations.
The Existing Credit Agreement established a senior secured term loan credit facility pursuant to which Meridian, as Administrative Agent and Lender, extended credit to the Borrower. The obligations of the Borrower under the Existing Credit Agreement are guaranteed by the following domestic subsidiaries of the Borrower (collectively, the "Guarantors"): (a) VeloPay Processing LLC, a Delaware limited liability company, (b) VeloPay Fraud intelligence Inc., a Delaware corporation, and (c) PayStream Gateway LLC, a Delaware limited liability company. The obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents are secured by Liens on substantially all of the assets of the Borrower and each Guarantor, as more particularly described in the Security Agreement, the Pledge Agreement, and the other Collateral Documents executed and delivered in connection with the Existing Credit Agreement.
As of the date hereof, the aggregate outstanding principal balance of the term loan under the Existing Credit Agreement is One Hundred Twelve Million Dollars ($112,000,000.00). No revolving credit facility, letter of credit facility, or other extension of credit (other than the term loan described herein) is outstanding under the Existing Credit Agreement.
Meridian understands that the payoff contemplated by this Payoff Letter is being effected in connection with the acquisition of the Borrower by Harrowgate Private Equity Fund IV LP (the "Acquisition") and the concurrent refinancing of the Borrower's existing indebtedness. This Payoff Letter sets forth the aggregate amount required to satisfy and discharge in full all Obligations under the Existing Credit Agreement and describes the actions that Meridian will take upon receipt of such amount to release all Liens and terminate the Existing Credit Agreement and the related Loan Documents.
2. Payoff Amount and Calculation
The following sets forth in reasonable detail the calculation of the total amount required to satisfy and discharge in full all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement (the "Total Payoff Amount"), calculated as of the close of business on July 22, 2025 (the "Anticipated Payoff Date"):
2.1 Outstanding Principal Amount
The aggregate outstanding principal balance of the term loan under the Existing Credit Agreement as of the date hereof is:
Outstanding Principal Balance: $112,000,000.00
2.2 Accrued and Unpaid Interest
Interest on the outstanding principal balance of the term loan has been calculated at the applicable rate under the Existing Credit Agreement (Term SOFR plus 4.25% per annum, inclusive of the applicable credit spread adjustment, as set forth in Section 2.05 of the Existing Credit Agreement) through and including the Anticipated Payoff Date of July 22, 2025. The aggregate accrued and unpaid interest as of the Anticipated Payoff Date is approximately:
Accrued and Unpaid Interest (through July 22, 2025): $1,230,000.00 (estimated)
The foregoing amount represents interest accrued from and including the last interest payment date (July 1, 2025) through and including July 22, 2025. Interest continues to accrue on the outstanding principal balance at a per diem rate of approximately $55,909.59 per day. In the event the Total Payoff Amount is not received on or before July 22, 2025, the accrued interest component of the Total Payoff Amount shall be increased by the foregoing per diem amount for each additional day that elapses beyond July 22, 2025 until the date on which the Total Payoff Amount is received in full in immediately available funds.
2.3 Prepayment Premium or Fee
Pursuant to Section 2.09(c) of the Existing Credit Agreement, any voluntary prepayment of the term loan made on or after the third anniversary of the Closing Date (as defined therein) is not subject to any prepayment premium, make-whole amount, or early termination fee. The third anniversary of the Closing Date was March 14, 2025. Accordingly, no prepayment premium, make-whole amount, or early termination fee is due or payable in connection with the payoff contemplated by this Payoff Letter.
Prepayment Premium / Make-Whole: $0.00
2.4 Accrued Fees
As of the date hereof, there are no accrued and unpaid administrative agent fees, unused commitment fees, or other periodic fees due and owing under the Existing Credit Agreement. The annual administrative agent fee for the current period was paid in full on April 1, 2025, and no additional installment is due prior to the Anticipated Payoff Date.
Accrued and Unpaid Fees: $0.00
2.5 Costs and Expenses
Pursuant to Section 10.04 of the Existing Credit Agreement, the Borrower is obligated to reimburse Meridian for all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, execution, and delivery of this Payoff Letter and the related release documentation. Meridian estimates that such costs and expenses will not exceed the following amount; provided, however, that the final amount shall be invoiced separately following the Anticipated Payoff Date and shall remain an obligation of the Borrower notwithstanding the payoff and termination of the Existing Credit Agreement:
Estimated Reimbursable Legal Fees and Expenses: $45,000.00
Meridian's counsel, Whitman, Pratt & Hollander LLP, will submit a final invoice for such fees and expenses directly to the Borrower (or its successor or designee) within thirty (30) days following the Anticipated Payoff Date. For purposes of calculating the Total Payoff Amount to be wired on the Anticipated Payoff Date, the estimated amount set forth above has been included. Any difference between the estimated amount and the final invoiced amount shall be settled between Meridian and the Borrower promptly following submission of such invoice.
2.6 Total Payoff Amount
Based on the foregoing, the Total Payoff Amount required to satisfy and discharge in full all Obligations under the Existing Credit Agreement, calculated as of the close of business on July 22, 2025, is as follows:
Total Payoff Amount (good through close of business on July 22, 2025): ONE HUNDRED THIRTEEN MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($113,275,000.00)
The Total Payoff Amount set forth above is good through the close of business (5:00 p.m. Eastern Time) on July 22, 2025. If payment is not received by such date and time, the Total Payoff Amount must be recalculated to include additional accrued interest at the per diem rate of $55,909.59 per day for each day beyond July 22, 2025 through and including the actual date of receipt of payment in full in immediately available funds. In such event, the Borrower or its designee should contact Brian Castellano at the telephone number or email address set forth above to obtain an updated payoff amount.
3. Wire Transfer Instructions for Payoff
The Total Payoff Amount shall be remitted by wire transfer of immediately available funds in United States dollars to the following account:
Bank Name: Atlantic Federal Trust, N.A. ABA/Routing Number: 021-073-418 Account Name: Meridian Commercial Credit Corp. — Loan Payoff Account Account Number: 8830-2741-6059 Reference: VeloPay Systems, Inc. — Loan Payoff / Credit Agreement Ref. No. MCCC-2022-03147 Attention: Brian Castellano, VP, Loan Administration
All payments must be made in immediately available funds denominated in United States dollars. Payments received after 2:00 p.m. Eastern Time on any business day will be deemed received on the next succeeding business day for purposes of interest calculation and determination of the Total Payoff Amount.
Meridian requests that the Borrower or its designee provide advance written notification (by email to bcastellano@meridiancredit.com) of the anticipated wire transfer date and approximate time of transmission no later than one (1) business day prior to the date on which the wire transfer is expected to be initiated. Such advance notification is requested for operational purposes only and shall not be a condition to the effectiveness of this Payoff Letter or Meridian's obligations hereunder.
For the convenience of the closing funds flow team, the wire transfer instructions are also set forth in Exhibit C attached hereto.
4. Release of Liens and Security Interests
4.1 Commitment to Release
Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds (such receipt to be confirmed by Meridian in writing via email to the Borrower and its counsel), Meridian, in its capacity as Administrative Agent, hereby irrevocably agrees and commits to:
(a) release all Liens on the assets of VeloPay Systems, Inc. and each of the Guarantors (VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC), including, without limitation, all security interests in personal property, fixtures, real property (if any), deposit accounts, securities accounts, intellectual property, and all other Collateral (as defined in the Existing Credit Agreement and the related Security Documents);
(b) terminate all security interests granted under the Existing Credit Agreement, the Security Agreement dated as of March 14, 2022, the Pledge Agreement dated as of March 14, 2022, and all other Collateral Documents and security instruments executed and delivered in connection with the Existing Credit Agreement; and
(c) take all actions reasonably necessary or desirable to evidence and effectuate the foregoing releases and terminations, including the execution and delivery of all instruments, documents, and filings described in Sections 4.2, 4.3, and 4.4 below.
4.2 UCC Termination Statements
Within three (3) business days following Meridian's receipt of the Total Payoff Amount in full in immediately available funds, Meridian shall prepare, execute, and file (or authorize the Borrower or its designee to prepare and file on Meridian's behalf) UCC-3 termination statements with respect to all UCC-1 financing statements filed by or on behalf of Meridian in connection with the Existing Credit Agreement in all applicable jurisdictions, including, without limitation, the Office of the Secretary of State of the State of Delaware and any other state or local filing offices in which UCC-1 financing statements were filed. A complete list of the UCC-1 financing statements to be terminated is set forth in Exhibit A attached hereto.
Meridian shall bear no responsibility for filing fees or other governmental charges associated with the filing of such UCC-3 termination statements; all such fees and charges shall be borne by the Borrower or its designee.
4.3 Release of Other Collateral
In addition to the UCC-3 termination statements described in Section 4.2, upon receipt of the Total Payoff Amount in full, Meridian shall execute and deliver to the Borrower or its designee (including Calderwood & Harkness LLP or Maplewood & Strauss LLP, as applicable) the following release documents and instruments:
(a) termination notices and releases with respect to all deposit account control agreements entered into by the Borrower or any Guarantor in favor of Meridian, including instructions to the applicable depository banks to release Meridian's control over such deposit accounts;
(b) releases of any intellectual property security agreements filed with the United States Patent and Trademark Office (the "USPTO") or the United States Copyright Office (the "USCO"), including the execution of appropriate termination or release documents in recordable form suitable for filing with the USPTO and/or USCO, as applicable;
(c) releases of any stock certificates, membership interest certificates, or other pledged equity interests held by Meridian pursuant to the Pledge Agreement, and the return of any such certificates or instruments to the Borrower or its designee, together with any undated stock powers or transfer instruments delivered in connection therewith; and
(d) releases of any other security instruments, mortgages, deeds of trust, assignments, or pledges granted in connection with the Existing Credit Agreement or any related Loan Document.
Meridian further agrees to execute and deliver such additional release documents, instruments, termination statements, and filings as may be reasonably requested by the Borrower, Harrowgate Private Equity Fund IV LP, Tralvendo National Bank (in its capacity as the administrative agent under the replacement credit facility), or their respective counsel, in each case to evidence and effectuate the full and complete release of all Liens granted in favor of Meridian under the Existing Credit Agreement and the related Loan Documents. A complete list of the security documents and ancillary agreements to be released and terminated is set forth in Exhibit B attached hereto.
4.4 Authorization to File
Effective upon receipt of the Total Payoff Amount in full in immediately available funds, Meridian hereby irrevocably authorizes VeloPay Systems, Inc. (or its designee, including, without limitation, Calderwood & Harkness LLP, Maplewood & Strauss LLP, or any successor or assignee of the Borrower) to file UCC-3 termination statements, intellectual property releases, and such other documents and instruments as may be necessary or appropriate to effect the release and termination of all Liens granted in favor of Meridian under the Existing Credit Agreement and the related Loan Documents in all applicable filing offices and jurisdictions. This authorization is irrevocable and shall survive the termination of the Existing Credit Agreement.
5. Termination of Existing Credit Agreement and Related Documents
Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds, the Existing Credit Agreement and all related Loan Documents (including, without limitation, the Security Agreement dated as of March 14, 2022, the Guaranty Agreement dated as of March 14, 2022, the Pledge Agreement dated as of March 14, 2022, all Collateral Documents, all promissory notes, all ancillary agreements, and all amendments, supplements, and modifications thereto) shall be deemed terminated and shall be of no further force or effect, and all Obligations (other than Surviving Obligations, as described below) shall be deemed satisfied and discharged in full.
Without limiting the generality of the foregoing, all guaranty obligations of VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC under the Guaranty Agreement and the Existing Credit Agreement shall be fully and unconditionally released and terminated upon receipt of the Total Payoff Amount in full.
Notwithstanding the foregoing, those provisions of the Existing Credit Agreement and the related Loan Documents that by their express terms survive the termination thereof shall continue in full force and effect in accordance with their terms following the payoff and termination contemplated hereby, including, without limitation: (a) the indemnification obligations of the Borrower in favor of Meridian, the Administrative Agent, and their respective Related Parties set forth in Section 10.04(b) of the Existing Credit Agreement; (b) the expense reimbursement obligations of the Borrower set forth in Section 10.04(a) of the Existing Credit Agreement (including with respect to the final invoice for legal fees and expenses described in Section 2.5 of this Payoff Letter); and (c) any other provisions that expressly survive termination (collectively, the "Surviving Obligations").
6. Representations and Confirmations of Meridian
Meridian, in its capacity as Administrative Agent and Lender under the Existing Credit Agreement, hereby represents, warrants, and confirms to the Borrower and its designees as follows as of the date hereof:
(a) Outstanding Balance. As of the date of this Payoff Letter, the aggregate outstanding principal balance of the term loan under the Existing Credit Agreement is One Hundred Twelve Million Dollars ($112,000,000.00), and no other principal amount is outstanding under the Existing Credit Agreement.
(b) No Other Extensions of Credit. There are no other loans, advances, letters of credit, bankers' acceptances, or other extensions of credit outstanding under the Existing Credit Agreement other than the term loan described herein. No unfunded commitments or undrawn amounts exist under the Existing Credit Agreement.
(c) Authority. Meridian is the sole Lender under the Existing Credit Agreement and has full power and authority to deliver this Payoff Letter, to receive the Total Payoff Amount, and to release and terminate all Liens and security interests granted under the Existing Credit Agreement and the related Loan Documents. No participation, assignment, or other transfer of any interest in the term loan has been made that would require the consent or joinder of any other party in connection with the payoff and release contemplated hereby.
(d) No Default. As of the date hereof, no Event of Default, and no event, act, or condition that with the giving of notice, the passage of time, or both, would constitute an Event of Default, exists under the Existing Credit Agreement that would prevent, delay, or otherwise impair the payoff and release of Liens contemplated by this Payoff Letter. To the extent any such event, act, or condition may exist or be alleged to exist, Meridian hereby waives the same solely for the purpose of permitting the payoff and release of Liens contemplated by this Payoff Letter.
(e) Discharge. Upon Meridian's receipt of the Total Payoff Amount in full in immediately available funds, all Obligations of the Borrower and the Guarantors under the Existing Credit Agreement (other than the Surviving Obligations) will be fully satisfied, paid, and discharged, and neither the Borrower nor any Guarantor shall have any further obligation or liability to Meridian under the Existing Credit Agreement or any related Loan Document (other than with respect to the Surviving Obligations).
7. No Amendment; Reservation of Rights Pending Payoff
This Payoff Letter does not constitute an amendment, modification, or waiver of any term, condition, or provision of the Existing Credit Agreement or any related Loan Document, except as expressly set forth herein. Nothing contained in this Payoff Letter shall be construed to impair, limit, or otherwise affect any rights, remedies, or obligations of any party under the Existing Credit Agreement or any related Loan Document, except to the extent expressly provided for in this Payoff Letter upon the receipt of the Total Payoff Amount in full.
Until such time as the Total Payoff Amount is received in full in immediately available funds by Meridian, all terms and conditions of the Existing Credit Agreement and the related Loan Documents shall remain in full force and effect, and Meridian expressly reserves all of its rights and remedies thereunder and under applicable law, including, without limitation, the right to exercise any and all remedies available to it upon the occurrence of an Event of Default.
8. Expiration of Payoff Letter
This Payoff Letter and the Total Payoff Amount set forth herein are valid through the close of business (5:00 p.m. Eastern Time) on July 22, 2025. If the Total Payoff Amount is not received by Meridian in full in immediately available funds by such date and time, this Payoff Letter shall automatically expire and become null and void, without further action by or notice from Meridian, and the Borrower or its designee shall be required to request a new payoff letter reflecting accrued interest through the revised anticipated payoff date. Meridian shall use commercially reasonable efforts to deliver any such replacement payoff letter within two (2) business days following receipt of such request.
9. Contact Information
All questions, correspondence, and communications regarding this Payoff Letter, the calculation of the Total Payoff Amount, coordination of the wire transfer, or the preparation and delivery of release documentation should be directed to:
Brian Castellano Vice President, Loan Administration Meridian Commercial Credit Corp. 599 Lexington Avenue, 26th Floor New York, New York 10022 Telephone: (212) 554-7183
Email: bcastellano@meridiancredit.com
10. Governing Law
This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
[Signature Pages Follow]
SIGNATURE PAGE TO PAYOFF LETTER
Please acknowledge your receipt of this Payoff Letter and your agreement to the terms set forth herein by countersigning a copy of this letter in the space indicated below and returning it to the undersigned.
Very truly yours,
MERIDIAN COMMERCIAL CREDIT CORP., as Administrative Agent and Lender
By: ________
Name: Brian Castellano
Title: Vice President, Loan Administration
Date: July 18, 2025
ACKNOWLEDGMENT AND AGREEMENT
The undersigned Borrower hereby acknowledges receipt of this Payoff Letter and agrees to the terms and conditions set forth herein, including, without limitation, the Total Payoff Amount, the wire transfer instructions, and the provisions regarding the release of Liens and termination of the Existing Credit Agreement. The undersigned further confirms that the Total Payoff Amount will be remitted in accordance with the wire transfer instructions set forth herein on or before the close of business on July 22, 2025.
VELOPAY SYSTEMS, INC., as Borrower
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
Date: ________
EXHIBIT A
UCC FINANCING STATEMENTS TO BE TERMINATED
The following is a complete list of all UCC-1 financing statements filed by or on behalf of Meridian Commercial Credit Corp. in connection with the Existing Credit Agreement. Upon receipt of the Total Payoff Amount in full in immediately available funds, Meridian shall cause UCC-3 termination statements to be filed (or authorize the Borrower or its designee to file UCC-3 termination statements) with respect to each of the following:
Note: Filing No. 2022-1503419 represents an amendment filing related to the addition of specific collateral descriptions for intellectual property assets. A UCC-3 termination statement will be filed with respect to the initial filing (No. 2022-1487203), which will terminate all related amendment filings as a matter of law. Meridian will separately file a UCC-3 termination statement referencing Filing No. 2022-1503419 to the extent required or advisable under applicable law.
EXHIBIT B
LIST OF SECURITY DOCUMENTS AND ANCILLARY AGREEMENTS TO BE RELEASED
The following is a complete list of all security documents, collateral documents, and ancillary agreements executed and delivered in connection with the Existing Credit Agreement that will be terminated and released upon receipt of the Total Payoff Amount in full in immediately available funds:
1.  Security Agreement, dated as of March 14, 2022, by and among VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, as Grantors, and Meridian Commercial Credit Corp., as Administrative Agent and Secured Party.
2.  Guaranty Agreement, dated as of March 14, 2022, by VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, as Guarantors, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Lender.
3.  Pledge Agreement, dated as of March 14, 2022, by VeloPay Systems, Inc., as Pledgor, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, pursuant to which VeloPay Systems, Inc. pledged 100% of the equity interests in each of VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC.
4.  Deposit Account Control Agreement, dated as of March 21, 2022, among VeloPay Systems, Inc., Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Greaves Bancorp (as Depository Bank), with respect to operating account no. ending in -4782 maintained at Greaves Bancorp
5.  Deposit Account Control Agreement, dated as of March 21, 2022, among VeloPay Processing LLC, Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Greaves Bancorp (as Depository Bank), with respect to operating account no. ending in -4799 maintained at Greaves Bancorp
6.  Deposit Account Control Agreement, dated as of March 21, 2022, among PayStream Gateway LLC, Meridian Commercial Credit Corp. (as Administrative Agent and Secured Party), and Harborview Savings Bank (a division of Strathmore Financial) (as Depository Bank), with respect to operating account no. ending in -6310 maintained at Harborview Savings Bank.
7.  intellectual Property Security Agreement, dated as of March 14, 2022, by VeloPay Systems, Inc. and VeloPay Fraud intelligence Inc., as Grantors, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, recorded with the United States Patent and Trademark Office on April 5, 2022 (Reel/Frame: 059312/0184).
8.  intellectual Property Security Agreement (Copyright), dated as of March 14, 2022, by VeloPay Systems, Inc., as Grantor, in favor of Meridian Commercial Credit Corp., as Administrative Agent and Secured Party, recorded with the United States Copyright Office on April 12, 2022 (Document No.: V9987 D1042 P0018).
9.  Intercompany Subordination Agreement, dated as of March 14, 2022, by and among VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC, and Meridian Commercial Credit Corp., as Administrative Agent.
10.  Perfection Certificate, dated as of March 14, 2022, delivered by VeloPay Systems, Inc. and each Guarantor to Meridian Commercial Credit Corp. in connection with the closing of the Existing Credit Agreement.
Note: To the extent any additional ancillary documents, side letters, or other instruments were executed and delivered in connection with the Existing Credit Agreement and the transactions contemplated thereby that are not specifically listed above, such documents shall be deemed terminated and released upon receipt of the Total Payoff Amount in full, to the extent they relate to or evidence Liens securing the Obligations under the Existing Credit Agreement.
EXHIBIT C
WIRE TRANSFER INSTRUCTIONS (DETAILED)
The following wire transfer instructions are provided for use by the closing funds flow team in connection with the remittance of the Total Payoff Amount to Meridian Commercial Credit Corp. These instructions are identical to those set forth in Section 3 of the Payoff Letter and are restated here in exhibit format for ease of reference and inclusion in the Funds Flow Memorandum.
Wire Transfer Instructions — Meridian Commercial Credit Corp. Loan Payoff
Beneficiary Bank: Atlantic Federal Trust, N.A. Beneficiary Bank Address: 120 Broadway, 3rd Floor, New York, New York 10271 ABA/Routing Number: 021-073-418 SWIFT Code (for international reference, if applicable): AFTRUS33
Beneficiary Account Name: Meridian Commercial Credit Corp. — Loan Payoff Account Beneficiary Account Number: 8830-2741-6059
Reference Line / OBI Field: VeloPay Systems, Inc. — Loan Payoff / Credit Agreement Ref. No. MCCC-2022-03147
Attention: Brian Castellano, VP, Loan Administration
Amount to be Wired:
$113,275,000.00 (if payoff occurs on or before July 22, 2025)
If payoff occurs after July 22, 2025, the wire amount shall be increased by $55,909.59 for each additional day beyond July 22, 2025. Contact Brian Castellano at (212) 554-7183 or bcastellano@meridiancredit.com for confirmation of the revised Total Payoff Amount.
Advance Notification Requirement:
Please provide advance written notification of the anticipated wire transfer date and approximate time of transmission to Brian Castellano at bcastellano@meridiancredit.com no later than one (1) business day prior to the date on which the wire transfer is expected to be initiated. Please also copy Sandra Tung, Esq. (stung@calderwoodharkness.com) and Gordon Strauss, Esq. (gstrauss@maplewoodstrauss.com) on such notification for coordination purposes.
Confirmation of Receipt:
Upon receipt of the Total Payoff Amount in full in immediately available funds, Meridian will issue written confirmation of receipt via email to the Borrower, the Borrower's counsel, and such other parties as the Borrower may designate.
Reference: Funds Flow Memorandum dated July 21, 2025, to be prepared and circulated by Calderwood & Harkness LLP in connection with the closing of the Acquisition and the refinancing of the Borrower's existing indebtedness.
[End of Exhibit C]
[End of Payoff Letter]
Component | Amount
Outstanding Principal Balance | $112,000,000.00
Accrued and Unpaid Interest (through July 22, 2025) | $1,230,000.00
Prepayment Premium / Make-Whole | $0.00
Accrued and Unpaid Fees | $0.00
Estimated Reimbursable Legal Fees and Expenses | $45,000.00
Total Payoff Amount | $113,275,000.00
No. | Filing Jurisdiction | Debtor | Secured Party | Filing Number | Filing Date
1 | Delaware Secretary of State | VeloPay Systems, Inc. | Meridian Commercial Credit Corp. | 2022-1487203 | March 14, 2022
2 | Delaware Secretary of State | VeloPay Processing LLC | Meridian Commercial Credit Corp. | 2022-1487211 | March 14, 2022
3 | Delaware Secretary of State | VeloPay Fraud intelligence Inc. | Meridian Commercial Credit Corp. | 2022-1487228 | March 14, 2022
4 | Delaware Secretary of State | PayStream Gateway LLC | Meridian Commercial Credit Corp. | 2022-1487236 | March 14, 2022
5 | Delaware Secretary of State | VeloPay Systems, Inc. | Meridian Commercial Credit Corp. | 2022-1503419 | March 28, 2022