1003-00003 · Harrowgate Private Equity Fund IV LP · Transaction Documents

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FORM OF JOINDER AGREEMENT

Joinder to Stockholder Representative Agreement

[Exhibit [●] to the Agreement and Plan of Merger]

This Joinder Agreement (this "Joinder") is made and delivered as of [____], 2025, by the undersigned (the "Joining Stockholder").

RECITALS

WHEREAS, reference is made to that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Buyer"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Buyer (the "Merger"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement or the Stockholder Representative Agreement (as defined below), as applicable;

WHEREAS, reference is further made to that certain Stockholder Representative Agreement, dated as of March 18, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Representative Agreement"), pursuant to which Nathan Aldridge (the "Stockholder Representative") was appointed as the representative, agent, and attorney-in-fact of, and to act on behalf of, the former stockholders of the Company in connection with, among other things, (a) post-closing indemnification claims arising under or pursuant to the Merger Agreement, (b) escrow administration under that certain Escrow Agreement (Reference GT-ESC-2025-07223) entered into with Garrison Trust Company, as escrow agent (the "Escrow Agent"), dated as of the Closing Date (the "Escrow Agreement"), and (c) related dispute resolution matters arising under or in connection with the Merger Agreement, the Representative Agreement, or the Escrow Agreement; and

WHEREAS, as a condition to the receipt of the Merger Consideration (which is equal to $20.00 per share on a fully diluted, as-converted basis), the Joining Stockholder is required, pursuant to the terms of the Merger Agreement, to execute and deliver this Joinder to become a party to, and to be bound by, the terms and conditions of the Representative Agreement as if the Joining Stockholder were an original signatory thereto and named therein as a "Stockholder."

NOW, THEREFORE, in consideration of the receipt of the Merger Consideration and the mutual covenants and agreements set forth herein and in the Representative Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Stockholder hereby agrees as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Joinder shall have the respective meanings set forth in the Merger Agreement or the Representative Agreement, as applicable. For purposes of this Joinder, the following terms shall have the meanings set forth below or as cross-referenced to the applicable agreement:

(a) "Aggregate Merger Consideration" shall have the meaning set forth in the Merger Agreement.

(b) "Escrow Agreement" means that certain Escrow Agreement (Reference GT-ESC-2025-07223), dated as of the Closing Date, by and among the Buyer, the Stockholder Representative (on behalf of the former stockholders of the Company), and Garrison Trust Company, as Escrow Agent, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

(c) "Escrow Amount" means the aggregate amount of $133,000,000 (being approximately 7% of the Aggregate Merger Consideration), which has been deposited with the Escrow Agent pursuant to the Escrow Agreement to secure the indemnification obligations of the former stockholders of the Company under Article [●] of the Merger Agreement.

(d) "Escrow Agent" means Garrison Trust Company, in its capacity as escrow agent under the Escrow Agreement.

(e) "Indemnification Cap" means an amount equal to 12% of the Aggregate Merger Consideration, or $228,000,000, which represents the maximum aggregate liability of the former stockholders of the Company for indemnification obligations under Article [●] of the Merger Agreement (other than with respect to claims arising from fraud, willful breach, or Fundamental Representations, which shall not be subject to the Indemnification Cap).

(f) "Merger Consideration" shall have the meaning set forth in the Merger Agreement and, for the avoidance of doubt, means $20.00 per share of Company Common Stock on a fully diluted, as-converted basis.

(g) "Pro Rata Share" means, with respect to the Joining Stockholder, the fraction (expressed as a percentage), the numerator of which is the total number of shares of Company Common Stock held by the Joining Stockholder (determined on a fully diluted, as-converted basis, including all shares of Company Common Stock issuable upon the exercise, conversion, or exchange of any options, warrants, convertible securities, or other rights to acquire Company Common Stock) immediately prior to the Effective Time, and the denominator of which is the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time (determined on a fully diluted, as-converted basis).

(h) "Stockholder Representative" means Nathan Aldridge, in his capacity as the representative, agent, and attorney-in-fact of the former stockholders of the Company under the Representative Agreement, together with any successor appointed in accordance with the terms of the Representative Agreement.

(i) "Survival Period" means the period commencing on the Closing Date and ending on the date that is 18 months following the Closing Date, during which the representations, warranties, covenants, and agreements set forth in the Merger Agreement shall survive for purposes of indemnification claims thereunder, subject to the exceptions and extensions set forth in Article [●] of the Merger Agreement.

ARTICLE 2

JOINDER AND AGREEMENT TO BE BOUND

Section 2.1 Joinder. By executing and delivering this Joinder, the Joining Stockholder hereby acknowledges, agrees, and confirms that the Joining Stockholder shall be bound by all of the terms, conditions, covenants, agreements, rights, and obligations set forth in the Representative Agreement, in each case, as fully and to the same extent as if the Joining Stockholder were an original signatory to the Representative Agreement and were named therein as a "Stockholder." The Joining Stockholder shall be deemed to be a "Stockholder" for all purposes under the Representative Agreement, the Merger Agreement, and the Escrow Agreement. The Joining Stockholder acknowledges and agrees that Nathan Aldridge has been duly appointed as the Stockholder Representative pursuant to the terms of the Representative Agreement, that such appointment is coupled with an interest, and that such appointment is irrevocable in accordance with the terms set forth in the Representative Agreement and this Joinder.

Section 2.2 Authorization of Stockholder Representative. The Joining Stockholder hereby irrevocably appoints and constitutes Nathan Aldridge as the Joining Stockholder's true and lawful agent, attorney-in-fact, and representative, with full power and authority, acting singly, to act on behalf of and in the name of the Joining Stockholder, and to bind the Joining Stockholder, in connection with each of the following matters:

(a) all matters relating to the indemnification provisions set forth in Article [●] of the Merger Agreement, including, without limitation, the review, evaluation, defense, settlement, compromise, or consent to the entry of any judgment with respect to any indemnification claim, claim notice, or other demand made by any Buyer Indemnified Party under or pursuant to the Merger Agreement, and the making of any indemnification claim on behalf of the former stockholders of the Company against any Seller Indemnified Party;

(b) all matters relating to the Escrow Agreement with Garrison Trust Company, as Escrow Agent, including, without limitation, the giving, withholding, or conditioning of any consent to any release, distribution, or disbursement from the Escrow Amount, the execution and delivery of joint written instructions to the Escrow Agent regarding escrow disbursements (including, without limitation, disbursements in connection with the scheduled 12-month partial release and the 18-month final release of the Escrow Amount, as provided in the Escrow Agreement), and the resolution of any dispute with the Buyer or the Escrow Agent regarding the Escrow Amount;

(c) all disputes, controversies, claims, or proceedings arising under, in connection with, or relating to the Merger Agreement, the Representative Agreement, the Escrow Agreement, or any ancillary document or agreement contemplated thereby, including, without limitation, the initiation, prosecution, defense, settlement, compromise, or resolution of any such dispute, controversy, claim, or proceeding, whether by negotiation, mediation, arbitration, litigation, or otherwise;

(d) any amendments, waivers, consents, or modifications to the Merger Agreement, the Representative Agreement, the Escrow Agreement, or any ancillary document or agreement, to the extent that the Stockholder Representative is authorized to agree to such amendments, waivers, consents, or modifications on behalf of the former stockholders of the Company pursuant to and in accordance with the terms of the Representative Agreement and the Merger Agreement;

(e) the engagement, retention, and compensation of legal counsel, accountants, financial advisors, consultants, and other professionals and advisors as the Stockholder Representative may deem necessary or advisable in connection with the performance of the Stockholder Representative's duties and obligations under the Representative Agreement, including the authority to enter into engagement letters and fee arrangements on behalf of the former stockholders of the Company; and

(f) all other actions, decisions, determinations, and exercises of discretion that are contemplated by, required under, or reasonably necessary or desirable to carry out the purposes of the Representative Agreement, the Merger Agreement, and the Escrow Agreement, including, without limitation, the receipt and distribution of any funds, the execution and delivery of any documents or instruments, and the giving of any notices, consents, or approvals on behalf of the Joining Stockholder and the other former stockholders of the Company.

The foregoing grant of authority is intended to be broad and shall be construed to encompass any and all actions that the Stockholder Representative may reasonably determine to be necessary, appropriate, or desirable in connection with the performance of the Stockholder Representative's duties and the exercise of the Stockholder Representative's rights under the Representative Agreement.

Section 2.3 Irrevocability. The appointment and authorization of the Stockholder Representative set forth in Section 2.2 hereof shall be irrevocable and shall not be subject to termination by the Joining Stockholder under any circumstances whatsoever. Without limiting the generality of the foregoing, such appointment and authorization shall survive and shall not be affected by, and shall remain in full force and effect notwithstanding, the death, incapacity, disability, bankruptcy, insolvency, dissolution, liquidation, or cessation of existence of the Joining Stockholder or any other event that might otherwise terminate or affect an agency or power of attorney. The Joining Stockholder acknowledges and agrees that the authority granted to the Stockholder Representative pursuant to Section 2.2 hereof is coupled with an interest, that such authority is given as security for the obligations of the former stockholders of the Company under the Merger Agreement and the Representative Agreement, and that such authority may not be revoked by the Joining Stockholder or by operation of law.

Section 2.4 Pro Rata Share of Escrow and Indemnification Obligations.

(a) The Joining Stockholder acknowledges and agrees that, at the Closing, a portion of the Merger Consideration that would otherwise have been payable to the Joining Stockholder has been deposited with the Escrow Agent into the indemnification escrow fund established pursuant to the Escrow Agreement, in an amount equal to the Joining Stockholder's Pro Rata Share of the Escrow Amount of $133,000,000. The Joining Stockholder acknowledges that such deposit constitutes a portion of the Merger Consideration payable to the Joining Stockholder and that the Joining Stockholder shall have no right to receive such amount except in accordance with the terms of the Escrow Agreement.

(b) The Joining Stockholder acknowledges and agrees that the Joining Stockholder's share of any indemnification obligations arising under or pursuant to Article [●] of the Merger Agreement shall be satisfied in the following order of priority: (i) first, from the Escrow Amount held by the Escrow Agent pursuant to the Escrow Agreement, on a pro rata basis with all other former stockholders of the Company, and (ii) second, to the extent the Escrow Amount is insufficient to satisfy such indemnification obligations in full, from the Joining Stockholder directly, in an amount not to exceed the Joining Stockholder's Pro Rata Share of the applicable indemnification obligation, subject in all cases to the aggregate limitation represented by the Indemnification Cap.

(c) For the avoidance of doubt, the Joining Stockholder's "Pro Rata Share" shall be calculated in accordance with the following formula:

Pro Rata Share = (A ÷ B) × 100%

where:

"A" equals the total number of shares of Company Common Stock held by the Joining Stockholder (determined on a fully diluted, as-converted basis, taking into account all shares of Company Common Stock issuable upon the exercise, conversion, or exchange of any outstanding options, warrants, convertible notes, or other securities convertible into or exchangeable for Company Common Stock) immediately prior to the Effective Time; and

"B" equals the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time (determined on a fully diluted, as-converted basis, taking into account all shares of Company Common Stock issuable upon the exercise, conversion, or exchange of any outstanding options, warrants, convertible notes, or other securities convertible into or exchangeable for Company Common Stock).

ARTICLE 3

REPRESENTATIONS AND ACKNOWLEDGMENTS OF JOINING STOCKHOLDER

Section 3.1 Authority. The Joining Stockholder represents and warrants to the Stockholder Representative, the Buyer, and each other former stockholder of the Company as follows:

(a) If the Joining Stockholder is an individual, the Joining Stockholder has full legal capacity and competence to execute and deliver this Joinder and to perform and comply with the terms and obligations set forth herein, and no consent of any spouse, domestic partner, or other person is required in connection with the execution, delivery, and performance of this Joinder by the Joining Stockholder.

(b) If the Joining Stockholder is a corporation, partnership, limited liability company, trust, or other entity, the Joining Stockholder is duly organized or formed, validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization or formation, and has all requisite corporate, partnership, limited liability company, trust, or other organizational power and authority to execute, deliver, and perform this Joinder. The execution, delivery, and performance of this Joinder by the Joining Stockholder have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Joining Stockholder, and no other action or proceeding on the part of the Joining Stockholder or its equityholders is necessary to authorize the execution, delivery, and performance of this Joinder.

Section 3.2 Enforceability. The Joining Stockholder represents and warrants that this Joinder has been duly executed and delivered by the Joining Stockholder and constitutes the legal, valid, and binding obligation of the Joining Stockholder, enforceable against the Joining Stockholder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and similar laws affecting creditors' rights and remedies generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.3 Acknowledgment of Merger Agreement Terms. The Joining Stockholder acknowledges and confirms that the Joining Stockholder has received, reviewed, and is familiar with the terms and conditions of each of the following agreements: (a) the Merger Agreement, (b) the Representative Agreement, and (c) the Escrow Agreement. Without limiting the generality of the foregoing, the Joining Stockholder specifically acknowledges and confirms the Joining Stockholder's understanding of and agreement with: (i) the indemnification provisions set forth in Article [●] of the Merger Agreement, including the procedures for the assertion and resolution of indemnification claims, the applicable deductible or basket amounts, and the limitations on liability; (ii) the escrow mechanics set forth in the Escrow Agreement, including the terms and conditions governing the deposit, investment, release, and distribution of the Escrow Amount; (iii) the Survival Period of 18 months from the Closing Date (subject to such exceptions as are expressly set forth in the Merger Agreement); and (iv) the Indemnification Cap equal to 12% of the Aggregate Merger Consideration (or $228,000,000), which represents the maximum aggregate liability of the former stockholders of the Company for indemnification obligations under the Merger Agreement (other than with respect to claims arising from fraud, willful breach, or breaches of Fundamental Representations, which shall not be subject to the Indemnification Cap).

Section 3.4 No Reliance. The Joining Stockholder acknowledges and agrees that, in executing and delivering this Joinder and in agreeing to be bound by the terms and conditions of the Representative Agreement, the Joining Stockholder has not relied upon, and is not relying upon, any representation, warranty, statement, advice, or other communication (whether written or oral) made by or on behalf of the Stockholder Representative, the Buyer, Merger Sub, the Company, the Escrow Agent, or any of their respective affiliates, officers, directors, employees, agents, advisors, or other representatives, other than the representations, warranties, and covenants expressly set forth in the Merger Agreement and the Representative Agreement. The Joining Stockholder has had the opportunity to consult with the Joining Stockholder's own legal, financial, tax, and other advisors regarding the Joining Stockholder's decision to execute this Joinder and to agree to be bound by the Representative Agreement, and the Joining Stockholder has made the Joining Stockholder's own independent investigation and analysis of the matters contemplated hereby.

Section 3.5 Tax Treatment. The Joining Stockholder acknowledges and agrees that the Joining Stockholder has been advised by the Company and the Stockholder Representative to consult with the Joining Stockholder's own independent tax advisors regarding all federal, state, local, and foreign tax consequences arising from or relating to the Merger, the receipt of the Merger Consideration (including any amounts received from the Escrow Amount upon release thereof), and the transactions contemplated by the Merger Agreement. The Joining Stockholder acknowledges that neither the Stockholder Representative, the Company, the Buyer, Merger Sub, the Escrow Agent, nor any of their respective affiliates, officers, directors, employees, agents, or advisors has made or is making any representation or warranty to the Joining Stockholder regarding the tax treatment of the Merger, the Merger Consideration, or any other transaction contemplated by the Merger Agreement, and that the Joining Stockholder is not relying on any such person for tax advice. The Joining Stockholder shall be solely responsible for the payment of any and all taxes imposed on or payable by the Joining Stockholder in connection with the Merger and the receipt of the Merger Consideration.

ARTICLE 4

RELEASE AND EXCULPATION OF STOCKHOLDER REPRESENTATIVE

Section 4.1 Exculpation. The Joining Stockholder acknowledges and agrees that the Stockholder Representative shall not be liable to the Joining Stockholder or to any other former stockholder of the Company for any act taken or omitted to be taken by the Stockholder Representative, or any action suffered by the Stockholder Representative to be taken or omitted, in connection with the Representative Agreement, this Joinder, the Merger Agreement, the Escrow Agreement, or any other document, instrument, or agreement contemplated thereby, or in connection with the performance of any duty or the exercise of any right, power, or authority of the Stockholder Representative thereunder or hereunder, in each case, except to the extent that such act or omission constitutes fraud, willful misconduct, or gross negligence on the part of the Stockholder Representative, as determined by a final, non-appealable order of a court of competent jurisdiction. The Joining Stockholder acknowledges that the Stockholder Representative is serving in such capacity for the benefit of all former stockholders of the Company and that the Stockholder Representative may be required to exercise discretion and make decisions that affect the interests of the former stockholders differently, and the Joining Stockholder agrees that the Stockholder Representative shall have no liability to the Joining Stockholder by reason of any such exercise of discretion or decision.

Section 4.2 Indemnification of Stockholder Representative. The Joining Stockholder agrees, severally (and not jointly) with the other former stockholders of the Company, on a Pro Rata Share basis, to indemnify, defend, and hold harmless the Stockholder Representative and the Stockholder Representative's heirs, executors, administrators, successors, and assigns (collectively, the "Representative Indemnified Parties") from and against any and all losses, liabilities, claims, demands, damages, judgments, penalties, fines, costs, or expenses (including reasonable and documented out-of-pocket attorneys' fees and disbursements) incurred by any Representative Indemnified Party in connection with or arising out of the performance of the Stockholder Representative's duties, the exercise of the Stockholder Representative's rights, powers, or authorities, or any act taken or omitted to be taken by the Stockholder Representative under or in connection with the Representative Agreement, this Joinder, the Merger Agreement, the Escrow Agreement, or any other document, instrument, or agreement contemplated thereby, in each case, except to the extent that such losses, liabilities, claims, demands, damages, judgments, penalties, fines, costs, or expenses are determined by a final, non-appealable order of a court of competent jurisdiction to have arisen from the fraud, willful misconduct, or gross negligence of such Representative Indemnified Party. The indemnification obligations of the Joining Stockholder under this Section 4.2 shall not exceed the Joining Stockholder's Pro Rata Share of the aggregate indemnification obligations of all former stockholders of the Company under the corresponding provisions of the Representative Agreement.

Section 4.3 Expense Fund. The Joining Stockholder acknowledges that, pursuant to Section [●] of the Representative Agreement, an expense reserve fund in the amount of $[●] (the "Expense Fund") has been established from a portion of the Merger Consideration otherwise payable to the former stockholders of the Company (including the Joining Stockholder, on a Pro Rata Share basis) for the purpose of paying or reimbursing costs, fees, and expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative's duties and the exercise of the Stockholder Representative's rights, powers, and authorities under the Representative Agreement, the Merger Agreement, the Escrow Agreement, and this Joinder. The Joining Stockholder agrees that the Stockholder Representative shall have sole discretion to utilize the Expense Fund for such purposes, and that any amounts remaining in the Expense Fund upon the termination of the Stockholder Representative's duties under the Representative Agreement shall be distributed to the former stockholders of the Company (including the Joining Stockholder) on a Pro Rata Share basis.

ARTICLE 5

MISCELLANEOUS

Section 5.1 Governing Law. This Joinder, and all claims, causes of action, and disputes (whether in contract, tort, or otherwise) arising out of or relating to this Joinder or the negotiation, execution, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 5.2 Jurisdiction; Venue. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court of the State of Delaware or any federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof) in any action, suit, or proceeding arising out of or relating to this Joinder or the Representative Agreement, or for recognition or enforcement of any judgment resulting therefrom, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such court. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Joinder or the Representative Agreement in any court referred to in this Section 5.2, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

Section 5.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS JOINDER, THE REPRESENTATIVE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS JOINDER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.3.

Section 5.4 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) upon personal delivery to the party to whom such notice is directed, (b) one (1) business day after deposit with a nationally recognized overnight courier service, with all charges prepaid or billed to the account of the sender, for next business day delivery, addressed as set forth below, (c) upon transmission by email (including transmission in portable document format (PDF)) to the email address set forth below, with confirmation of receipt, or (d) three (3) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as any party may designate from time to time by written notice given in accordance with this Section 5.4):

If to the Stockholder Representative:

Nathan Aldridge [Address] [City, State, Zip Code]

Email: [____]

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

[Counsel to Stockholder Representative] [Address] [City, State, Zip Code]

Email: [____]

If to the Joining Stockholder:

To the address and email address set forth on the signature page hereto.

With a copy of any notice to the Buyer sent to:

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

Attention: [____]

Email: [____]

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

[Counsel to Buyer] 787 Seventh Avenue, 38th Floor New York, NY 10019

Attention: [____]

Email: [____]

Section 5.5 Successors and Assigns. This Joinder shall be binding upon and shall inure to the benefit of the Joining Stockholder and the Joining Stockholder's respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Joining Stockholder may not assign this Joinder or any of the Joining Stockholder's rights, interests, or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of each of the Stockholder Representative and the Buyer. Any purported assignment in violation of this Section 5.5 shall be null and void and of no force or effect.

Section 5.6 Amendments. This Joinder may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Joining Stockholder and the Stockholder Representative (and, to the extent that any such amendment, modification, supplement, or waiver would adversely affect the rights of the Buyer or its affiliates as third-party beneficiaries hereunder, by the Buyer).

Section 5.7 Severability. If any term, provision, covenant, or restriction of this Joinder is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term, provision, covenant, or restriction is invalid, void, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

Section 5.8 Counterparts. This Joinder may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. The exchange of copies of this Joinder and of signature pages by email (including in portable document format (PDF)) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by any other electronic transmission, shall constitute effective execution and delivery of this Joinder as to the parties hereto and may be used in lieu of the original Joinder for all purposes. Signatures of the parties hereto transmitted by email (including in PDF) or by any other electronic means shall be deemed to be original signatures for all purposes.

Section 5.9 Entire Agreement. This Joinder, together with the Representative Agreement, the Merger Agreement, and the Escrow Agreement, and the exhibits, schedules, and annexes attached thereto or delivered in connection therewith, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, representations, and warranties, whether written or oral, among the parties hereto with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the parties hereto relating to the subject matter hereof other than those expressly set forth or referred to herein or in the Representative Agreement, the Merger Agreement, or the Escrow Agreement.

Section 5.10 Third-Party Beneficiaries. The Buyer and its affiliates (including, following the Closing, the Company as the Surviving Corporation, and Merger Sub) are intended third-party beneficiaries of this Joinder and shall have the right, but not the obligation, to enforce the terms and provisions hereof against the Joining Stockholder as if they were parties hereto. Except as expressly provided in the preceding sentence, nothing in this Joinder, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective permitted successors and assigns) any rights, remedies, obligations, or liabilities under or by reason of this Joinder.

[Signature Page Follows]

SIGNATURE PAGE TO FORM OF JOINDER AGREEMENT

Joinder to Stockholder Representative Agreement

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

[For Individual Stockholders:]

________________________________________

Signature

Printed Name: ________

Address for Notices:

________________________________________

Email: ________

Number of Shares of Company Common Stock Held (fully diluted, as-converted basis): ________

Pro Rata Share: __________%

[For Entity Stockholders:]

[INSERT FULL LEGAL NAME OF ENTITY]

By: ________

Name: ________

Title: ________

Address for Notices:

________________________________________

Email: ________

Number of Shares of Company Common Stock Held (fully diluted, as-converted basis): ________

Pro Rata Share: __________%

ACKNOWLEDGED AND AGREED

BY THE STOCKHOLDER REPRESENTATIVE

The undersigned, in his capacity as the Stockholder Representative under the Representative Agreement, hereby acknowledges receipt of this Joinder and confirms that the Joining Stockholder is bound by the terms and conditions of the Representative Agreement as a "Stockholder" thereunder.

________________________________________

Nathan Aldridge In the capacity of Stockholder Representative under the Stockholder Representative Agreement dated as of March 18, 2025

Date: ________

EXHIBIT A

FORM OF REPRESENTATIVE AGREEMENT (REFERENCE)

[Attached hereto for reference is the Stockholder Representative Agreement dated as of March 18, 2025, by and among Nathan Aldridge, as Stockholder Representative, the former stockholders of VeloPay Systems, Inc., Harrowgate Private Equity Fund IV LP, and the other parties thereto. See Exhibit [●] to the Merger Agreement.]

Note: This Exhibit A is incorporated herein by reference and need not be physically attached to each executed counterpart of this Joinder Agreement. The Joining Stockholder acknowledges receipt of a true, correct, and complete copy of the Stockholder Representative Agreement pursuant to Section 3.3 of this Joinder.

FORM OF JOINDER AGREEMENT
Joinder to Stockholder Representative Agreement
[Exhibit [●] to the Agreement and Plan of Merger]
This Joinder Agreement (this "Joinder") is made and delivered as of [____], 2025, by the undersigned (the "Joining Stockholder").
RECITALS
WHEREAS, reference is made to that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Buyer"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Buyer (the "Merger"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement or the Stockholder Representative Agreement (as defined below), as applicable;
WHEREAS, reference is further made to that certain Stockholder Representative Agreement, dated as of March 18, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Representative Agreement"), pursuant to which Nathan Aldridge (the "Stockholder Representative") was appointed as the representative, agent, and attorney-in-fact of, and to act on behalf of, the former stockholders of the Company in connection with, among other things, (a) post-closing indemnification claims arising under or pursuant to the Merger Agreement, (b) escrow administration under that certain Escrow Agreement (Reference GT-ESC-2025-07223) entered into with Garrison Trust Company, as escrow agent (the "Escrow Agent"), dated as of the Closing Date (the "Escrow Agreement"), and (c) related dispute resolution matters arising under or in connection with the Merger Agreement, the Representative Agreement, or the Escrow Agreement; and
WHEREAS, as a condition to the receipt of the Merger Consideration (which is equal to $20.00 per share on a fully diluted, as-converted basis), the Joining Stockholder is required, pursuant to the terms of the Merger Agreement, to execute and deliver this Joinder to become a party to, and to be bound by, the terms and conditions of the Representative Agreement as if the Joining Stockholder were an original signatory thereto and named therein as a "Stockholder."
NOW, THEREFORE, in consideration of the receipt of the Merger Consideration and the mutual covenants and agreements set forth herein and in the Representative Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Stockholder hereby agrees as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Joinder shall have the respective meanings set forth in the Merger Agreement or the Representative Agreement, as applicable. For purposes of this Joinder, the following terms shall have the meanings set forth below or as cross-referenced to the applicable agreement:
(a) "Aggregate Merger Consideration" shall have the meaning set forth in the Merger Agreement.
(b) "Escrow Agreement" means that certain Escrow Agreement (Reference GT-ESC-2025-07223), dated as of the Closing Date, by and among the Buyer, the Stockholder Representative (on behalf of the former stockholders of the Company), and Garrison Trust Company, as Escrow Agent, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
(c) "Escrow Amount" means the aggregate amount of $133,000,000 (being approximately 7% of the Aggregate Merger Consideration), which has been deposited with the Escrow Agent pursuant to the Escrow Agreement to secure the indemnification obligations of the former stockholders of the Company under Article [●] of the Merger Agreement.
(d) "Escrow Agent" means Garrison Trust Company, in its capacity as escrow agent under the Escrow Agreement.
(e) "Indemnification Cap" means an amount equal to 12% of the Aggregate Merger Consideration, or $228,000,000, which represents the maximum aggregate liability of the former stockholders of the Company for indemnification obligations under Article [●] of the Merger Agreement (other than with respect to claims arising from fraud, willful breach, or Fundamental Representations, which shall not be subject to the Indemnification Cap).
(f) "Merger Consideration" shall have the meaning set forth in the Merger Agreement and, for the avoidance of doubt, means $20.00 per share of Company Common Stock on a fully diluted, as-converted basis.
(g) "Pro Rata Share" means, with respect to the Joining Stockholder, the fraction (expressed as a percentage), the numerator of which is the total number of shares of Company Common Stock held by the Joining Stockholder (determined on a fully diluted, as-converted basis, including all shares of Company Common Stock issuable upon the exercise, conversion, or exchange of any options, warrants, convertible securities, or other rights to acquire Company Common Stock) immediately prior to the Effective Time, and the denominator of which is the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time (determined on a fully diluted, as-converted basis).
(h) "Stockholder Representative" means Nathan Aldridge, in his capacity as the representative, agent, and attorney-in-fact of the former stockholders of the Company under the Representative Agreement, together with any successor appointed in accordance with the terms of the Representative Agreement.
(i) "Survival Period" means the period commencing on the Closing Date and ending on the date that is 18 months following the Closing Date, during which the representations, warranties, covenants, and agreements set forth in the Merger Agreement shall survive for purposes of indemnification claims thereunder, subject to the exceptions and extensions set forth in Article [●] of the Merger Agreement.
ARTICLE 2
JOINDER AND AGREEMENT TO BE BOUND
Section 2.1 Joinder. By executing and delivering this Joinder, the Joining Stockholder hereby acknowledges, agrees, and confirms that the Joining Stockholder shall be bound by all of the terms, conditions, covenants, agreements, rights, and obligations set forth in the Representative Agreement, in each case, as fully and to the same extent as if the Joining Stockholder were an original signatory to the Representative Agreement and were named therein as a "Stockholder." The Joining Stockholder shall be deemed to be a "Stockholder" for all purposes under the Representative Agreement, the Merger Agreement, and the Escrow Agreement. The Joining Stockholder acknowledges and agrees that Nathan Aldridge has been duly appointed as the Stockholder Representative pursuant to the terms of the Representative Agreement, that such appointment is coupled with an interest, and that such appointment is irrevocable in accordance with the terms set forth in the Representative Agreement and this Joinder.
Section 2.2 Authorization of Stockholder Representative. The Joining Stockholder hereby irrevocably appoints and constitutes Nathan Aldridge as the Joining Stockholder's true and lawful agent, attorney-in-fact, and representative, with full power and authority, acting singly, to act on behalf of and in the name of the Joining Stockholder, and to bind the Joining Stockholder, in connection with each of the following matters:
(a) all matters relating to the indemnification provisions set forth in Article [●] of the Merger Agreement, including, without limitation, the review, evaluation, defense, settlement, compromise, or consent to the entry of any judgment with respect to any indemnification claim, claim notice, or other demand made by any Buyer Indemnified Party under or pursuant to the Merger Agreement, and the making of any indemnification claim on behalf of the former stockholders of the Company against any Seller Indemnified Party;
(b) all matters relating to the Escrow Agreement with Garrison Trust Company, as Escrow Agent, including, without limitation, the giving, withholding, or conditioning of any consent to any release, distribution, or disbursement from the Escrow Amount, the execution and delivery of joint written instructions to the Escrow Agent regarding escrow disbursements (including, without limitation, disbursements in connection with the scheduled 12-month partial release and the 18-month final release of the Escrow Amount, as provided in the Escrow Agreement), and the resolution of any dispute with the Buyer or the Escrow Agent regarding the Escrow Amount;
(c) all disputes, controversies, claims, or proceedings arising under, in connection with, or relating to the Merger Agreement, the Representative Agreement, the Escrow Agreement, or any ancillary document or agreement contemplated thereby, including, without limitation, the initiation, prosecution, defense, settlement, compromise, or resolution of any such dispute, controversy, claim, or proceeding, whether by negotiation, mediation, arbitration, litigation, or otherwise;
(d) any amendments, waivers, consents, or modifications to the Merger Agreement, the Representative Agreement, the Escrow Agreement, or any ancillary document or agreement, to the extent that the Stockholder Representative is authorized to agree to such amendments, waivers, consents, or modifications on behalf of the former stockholders of the Company pursuant to and in accordance with the terms of the Representative Agreement and the Merger Agreement;
(e) the engagement, retention, and compensation of legal counsel, accountants, financial advisors, consultants, and other professionals and advisors as the Stockholder Representative may deem necessary or advisable in connection with the performance of the Stockholder Representative's duties and obligations under the Representative Agreement, including the authority to enter into engagement letters and fee arrangements on behalf of the former stockholders of the Company; and
(f) all other actions, decisions, determinations, and exercises of discretion that are contemplated by, required under, or reasonably necessary or desirable to carry out the purposes of the Representative Agreement, the Merger Agreement, and the Escrow Agreement, including, without limitation, the receipt and distribution of any funds, the execution and delivery of any documents or instruments, and the giving of any notices, consents, or approvals on behalf of the Joining Stockholder and the other former stockholders of the Company.
The foregoing grant of authority is intended to be broad and shall be construed to encompass any and all actions that the Stockholder Representative may reasonably determine to be necessary, appropriate, or desirable in connection with the performance of the Stockholder Representative's duties and the exercise of the Stockholder Representative's rights under the Representative Agreement.
Section 2.3 Irrevocability. The appointment and authorization of the Stockholder Representative set forth in Section 2.2 hereof shall be irrevocable and shall not be subject to termination by the Joining Stockholder under any circumstances whatsoever. Without limiting the generality of the foregoing, such appointment and authorization shall survive and shall not be affected by, and shall remain in full force and effect notwithstanding, the death, incapacity, disability, bankruptcy, insolvency, dissolution, liquidation, or cessation of existence of the Joining Stockholder or any other event that might otherwise terminate or affect an agency or power of attorney. The Joining Stockholder acknowledges and agrees that the authority granted to the Stockholder Representative pursuant to Section 2.2 hereof is coupled with an interest, that such authority is given as security for the obligations of the former stockholders of the Company under the Merger Agreement and the Representative Agreement, and that such authority may not be revoked by the Joining Stockholder or by operation of law.
Section 2.4 Pro Rata Share of Escrow and Indemnification Obligations.
(a) The Joining Stockholder acknowledges and agrees that, at the Closing, a portion of the Merger Consideration that would otherwise have been payable to the Joining Stockholder has been deposited with the Escrow Agent into the indemnification escrow fund established pursuant to the Escrow Agreement, in an amount equal to the Joining Stockholder's Pro Rata Share of the Escrow Amount of $133,000,000. The Joining Stockholder acknowledges that such deposit constitutes a portion of the Merger Consideration payable to the Joining Stockholder and that the Joining Stockholder shall have no right to receive such amount except in accordance with the terms of the Escrow Agreement.
(b) The Joining Stockholder acknowledges and agrees that the Joining Stockholder's share of any indemnification obligations arising under or pursuant to Article [●] of the Merger Agreement shall be satisfied in the following order of priority: (i) first, from the Escrow Amount held by the Escrow Agent pursuant to the Escrow Agreement, on a pro rata basis with all other former stockholders of the Company, and (ii) second, to the extent the Escrow Amount is insufficient to satisfy such indemnification obligations in full, from the Joining Stockholder directly, in an amount not to exceed the Joining Stockholder's Pro Rata Share of the applicable indemnification obligation, subject in all cases to the aggregate limitation represented by the Indemnification Cap.
(c) For the avoidance of doubt, the Joining Stockholder's "Pro Rata Share" shall be calculated in accordance with the following formula:
Pro Rata Share = (A ÷ B) × 100%
where:
"A" equals the total number of shares of Company Common Stock held by the Joining Stockholder (determined on a fully diluted, as-converted basis, taking into account all shares of Company Common Stock issuable upon the exercise, conversion, or exchange of any outstanding options, warrants, convertible notes, or other securities convertible into or exchangeable for Company Common Stock) immediately prior to the Effective Time; and
"B" equals the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time (determined on a fully diluted, as-converted basis, taking into account all shares of Company Common Stock issuable upon the exercise, conversion, or exchange of any outstanding options, warrants, convertible notes, or other securities convertible into or exchangeable for Company Common Stock).
ARTICLE 3
REPRESENTATIONS AND ACKNOWLEDGMENTS OF JOINING STOCKHOLDER
Section 3.1 Authority. The Joining Stockholder represents and warrants to the Stockholder Representative, the Buyer, and each other former stockholder of the Company as follows:
(a) If the Joining Stockholder is an individual, the Joining Stockholder has full legal capacity and competence to execute and deliver this Joinder and to perform and comply with the terms and obligations set forth herein, and no consent of any spouse, domestic partner, or other person is required in connection with the execution, delivery, and performance of this Joinder by the Joining Stockholder.
(b) If the Joining Stockholder is a corporation, partnership, limited liability company, trust, or other entity, the Joining Stockholder is duly organized or formed, validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization or formation, and has all requisite corporate, partnership, limited liability company, trust, or other organizational power and authority to execute, deliver, and perform this Joinder. The execution, delivery, and performance of this Joinder by the Joining Stockholder have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Joining Stockholder, and no other action or proceeding on the part of the Joining Stockholder or its equityholders is necessary to authorize the execution, delivery, and performance of this Joinder.
Section 3.2 Enforceability. The Joining Stockholder represents and warrants that this Joinder has been duly executed and delivered by the Joining Stockholder and constitutes the legal, valid, and binding obligation of the Joining Stockholder, enforceable against the Joining Stockholder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and similar laws affecting creditors' rights and remedies generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.3 Acknowledgment of Merger Agreement Terms. The Joining Stockholder acknowledges and confirms that the Joining Stockholder has received, reviewed, and is familiar with the terms and conditions of each of the following agreements: (a) the Merger Agreement, (b) the Representative Agreement, and (c) the Escrow Agreement. Without limiting the generality of the foregoing, the Joining Stockholder specifically acknowledges and confirms the Joining Stockholder's understanding of and agreement with: (i) the indemnification provisions set forth in Article [●] of the Merger Agreement, including the procedures for the assertion and resolution of indemnification claims, the applicable deductible or basket amounts, and the limitations on liability; (ii) the escrow mechanics set forth in the Escrow Agreement, including the terms and conditions governing the deposit, investment, release, and distribution of the Escrow Amount; (iii) the Survival Period of 18 months from the Closing Date (subject to such exceptions as are expressly set forth in the Merger Agreement); and (iv) the Indemnification Cap equal to 12% of the Aggregate Merger Consideration (or $228,000,000), which represents the maximum aggregate liability of the former stockholders of the Company for indemnification obligations under the Merger Agreement (other than with respect to claims arising from fraud, willful breach, or breaches of Fundamental Representations, which shall not be subject to the Indemnification Cap).
Section 3.4 No Reliance. The Joining Stockholder acknowledges and agrees that, in executing and delivering this Joinder and in agreeing to be bound by the terms and conditions of the Representative Agreement, the Joining Stockholder has not relied upon, and is not relying upon, any representation, warranty, statement, advice, or other communication (whether written or oral) made by or on behalf of the Stockholder Representative, the Buyer, Merger Sub, the Company, the Escrow Agent, or any of their respective affiliates, officers, directors, employees, agents, advisors, or other representatives, other than the representations, warranties, and covenants expressly set forth in the Merger Agreement and the Representative Agreement. The Joining Stockholder has had the opportunity to consult with the Joining Stockholder's own legal, financial, tax, and other advisors regarding the Joining Stockholder's decision to execute this Joinder and to agree to be bound by the Representative Agreement, and the Joining Stockholder has made the Joining Stockholder's own independent investigation and analysis of the matters contemplated hereby.
Section 3.5 Tax Treatment. The Joining Stockholder acknowledges and agrees that the Joining Stockholder has been advised by the Company and the Stockholder Representative to consult with the Joining Stockholder's own independent tax advisors regarding all federal, state, local, and foreign tax consequences arising from or relating to the Merger, the receipt of the Merger Consideration (including any amounts received from the Escrow Amount upon release thereof), and the transactions contemplated by the Merger Agreement. The Joining Stockholder acknowledges that neither the Stockholder Representative, the Company, the Buyer, Merger Sub, the Escrow Agent, nor any of their respective affiliates, officers, directors, employees, agents, or advisors has made or is making any representation or warranty to the Joining Stockholder regarding the tax treatment of the Merger, the Merger Consideration, or any other transaction contemplated by the Merger Agreement, and that the Joining Stockholder is not relying on any such person for tax advice. The Joining Stockholder shall be solely responsible for the payment of any and all taxes imposed on or payable by the Joining Stockholder in connection with the Merger and the receipt of the Merger Consideration.
ARTICLE 4
RELEASE AND EXCULPATION OF STOCKHOLDER REPRESENTATIVE
Section 4.1 Exculpation. The Joining Stockholder acknowledges and agrees that the Stockholder Representative shall not be liable to the Joining Stockholder or to any other former stockholder of the Company for any act taken or omitted to be taken by the Stockholder Representative, or any action suffered by the Stockholder Representative to be taken or omitted, in connection with the Representative Agreement, this Joinder, the Merger Agreement, the Escrow Agreement, or any other document, instrument, or agreement contemplated thereby, or in connection with the performance of any duty or the exercise of any right, power, or authority of the Stockholder Representative thereunder or hereunder, in each case, except to the extent that such act or omission constitutes fraud, willful misconduct, or gross negligence on the part of the Stockholder Representative, as determined by a final, non-appealable order of a court of competent jurisdiction. The Joining Stockholder acknowledges that the Stockholder Representative is serving in such capacity for the benefit of all former stockholders of the Company and that the Stockholder Representative may be required to exercise discretion and make decisions that affect the interests of the former stockholders differently, and the Joining Stockholder agrees that the Stockholder Representative shall have no liability to the Joining Stockholder by reason of any such exercise of discretion or decision.
Section 4.2 Indemnification of Stockholder Representative. The Joining Stockholder agrees, severally (and not jointly) with the other former stockholders of the Company, on a Pro Rata Share basis, to indemnify, defend, and hold harmless the Stockholder Representative and the Stockholder Representative's heirs, executors, administrators, successors, and assigns (collectively, the "Representative Indemnified Parties") from and against any and all losses, liabilities, claims, demands, damages, judgments, penalties, fines, costs, or expenses (including reasonable and documented out-of-pocket attorneys' fees and disbursements) incurred by any Representative Indemnified Party in connection with or arising out of the performance of the Stockholder Representative's duties, the exercise of the Stockholder Representative's rights, powers, or authorities, or any act taken or omitted to be taken by the Stockholder Representative under or in connection with the Representative Agreement, this Joinder, the Merger Agreement, the Escrow Agreement, or any other document, instrument, or agreement contemplated thereby, in each case, except to the extent that such losses, liabilities, claims, demands, damages, judgments, penalties, fines, costs, or expenses are determined by a final, non-appealable order of a court of competent jurisdiction to have arisen from the fraud, willful misconduct, or gross negligence of such Representative Indemnified Party. The indemnification obligations of the Joining Stockholder under this Section 4.2 shall not exceed the Joining Stockholder's Pro Rata Share of the aggregate indemnification obligations of all former stockholders of the Company under the corresponding provisions of the Representative Agreement.
Section 4.3 Expense Fund. The Joining Stockholder acknowledges that, pursuant to Section [●] of the Representative Agreement, an expense reserve fund in the amount of $[●] (the "Expense Fund") has been established from a portion of the Merger Consideration otherwise payable to the former stockholders of the Company (including the Joining Stockholder, on a Pro Rata Share basis) for the purpose of paying or reimbursing costs, fees, and expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative's duties and the exercise of the Stockholder Representative's rights, powers, and authorities under the Representative Agreement, the Merger Agreement, the Escrow Agreement, and this Joinder. The Joining Stockholder agrees that the Stockholder Representative shall have sole discretion to utilize the Expense Fund for such purposes, and that any amounts remaining in the Expense Fund upon the termination of the Stockholder Representative's duties under the Representative Agreement shall be distributed to the former stockholders of the Company (including the Joining Stockholder) on a Pro Rata Share basis.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Governing Law. This Joinder, and all claims, causes of action, and disputes (whether in contract, tort, or otherwise) arising out of or relating to this Joinder or the negotiation, execution, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 5.2 Jurisdiction; Venue. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court of the State of Delaware or any federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof) in any action, suit, or proceeding arising out of or relating to this Joinder or the Representative Agreement, or for recognition or enforcement of any judgment resulting therefrom, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such court. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Joinder or the Representative Agreement in any court referred to in this Section 5.2, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
Section 5.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS JOINDER, THE REPRESENTATIVE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS JOINDER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.3.
Section 5.4 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) upon personal delivery to the party to whom such notice is directed, (b) one (1) business day after deposit with a nationally recognized overnight courier service, with all charges prepaid or billed to the account of the sender, for next business day delivery, addressed as set forth below, (c) upon transmission by email (including transmission in portable document format (PDF)) to the email address set forth below, with confirmation of receipt, or (d) three (3) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as any party may designate from time to time by written notice given in accordance with this Section 5.4):
If to the Stockholder Representative:
Nathan Aldridge [Address] [City, State, Zip Code]
Email: [____]
with a copy (which shall not constitute notice) to:
[Counsel to Stockholder Representative] [Address] [City, State, Zip Code]
Email: [____]
If to the Joining Stockholder:
To the address and email address set forth on the signature page hereto.
With a copy of any notice to the Buyer sent to:
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, DE 19801
Attention: [____]
Email: [____]
with a copy (which shall not constitute notice) to:
[Counsel to Buyer] 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: [____]
Email: [____]
Section 5.5 Successors and Assigns. This Joinder shall be binding upon and shall inure to the benefit of the Joining Stockholder and the Joining Stockholder's respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Joining Stockholder may not assign this Joinder or any of the Joining Stockholder's rights, interests, or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of each of the Stockholder Representative and the Buyer. Any purported assignment in violation of this Section 5.5 shall be null and void and of no force or effect.
Section 5.6 Amendments. This Joinder may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Joining Stockholder and the Stockholder Representative (and, to the extent that any such amendment, modification, supplement, or waiver would adversely affect the rights of the Buyer or its affiliates as third-party beneficiaries hereunder, by the Buyer).
Section 5.7 Severability. If any term, provision, covenant, or restriction of this Joinder is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term, provision, covenant, or restriction is invalid, void, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.
Section 5.8 Counterparts. This Joinder may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. The exchange of copies of this Joinder and of signature pages by email (including in portable document format (PDF)) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by any other electronic transmission, shall constitute effective execution and delivery of this Joinder as to the parties hereto and may be used in lieu of the original Joinder for all purposes. Signatures of the parties hereto transmitted by email (including in PDF) or by any other electronic means shall be deemed to be original signatures for all purposes.
Section 5.9 Entire Agreement. This Joinder, together with the Representative Agreement, the Merger Agreement, and the Escrow Agreement, and the exhibits, schedules, and annexes attached thereto or delivered in connection therewith, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, representations, and warranties, whether written or oral, among the parties hereto with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the parties hereto relating to the subject matter hereof other than those expressly set forth or referred to herein or in the Representative Agreement, the Merger Agreement, or the Escrow Agreement.
Section 5.10 Third-Party Beneficiaries. The Buyer and its affiliates (including, following the Closing, the Company as the Surviving Corporation, and Merger Sub) are intended third-party beneficiaries of this Joinder and shall have the right, but not the obligation, to enforce the terms and provisions hereof against the Joining Stockholder as if they were parties hereto. Except as expressly provided in the preceding sentence, nothing in this Joinder, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective permitted successors and assigns) any rights, remedies, obligations, or liabilities under or by reason of this Joinder.
[Signature Page Follows]
SIGNATURE PAGE TO FORM OF JOINDER AGREEMENT
Joinder to Stockholder Representative Agreement
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.
[For Individual Stockholders:]
________________________________________
Signature
Printed Name: ________
Address for Notices:
________________________________________
________________________________________
________________________________________
Email: ________
Number of Shares of Company Common Stock Held (fully diluted, as-converted basis): ________
Pro Rata Share: __________%
[For Entity Stockholders:]
[INSERT FULL LEGAL NAME OF ENTITY]
By: ________
Name: ________
Title: ________
Address for Notices:
________________________________________
________________________________________
________________________________________
Email: ________
Number of Shares of Company Common Stock Held (fully diluted, as-converted basis): ________
Pro Rata Share: __________%
ACKNOWLEDGED AND AGREED
BY THE STOCKHOLDER REPRESENTATIVE
The undersigned, in his capacity as the Stockholder Representative under the Representative Agreement, hereby acknowledges receipt of this Joinder and confirms that the Joining Stockholder is bound by the terms and conditions of the Representative Agreement as a "Stockholder" thereunder.
________________________________________
Nathan Aldridge In the capacity of Stockholder Representative under the Stockholder Representative Agreement dated as of March 18, 2025
Date: ________
EXHIBIT A
FORM OF REPRESENTATIVE AGREEMENT (REFERENCE)
[Attached hereto for reference is the Stockholder Representative Agreement dated as of March 18, 2025, by and among Nathan Aldridge, as Stockholder Representative, the former stockholders of VeloPay Systems, Inc., Harrowgate Private Equity Fund IV LP, and the other parties thereto. See Exhibit [●] to the Merger Agreement.]
Note: This Exhibit A is incorporated herein by reference and need not be physically attached to each executed counterpart of this Joinder Agreement. The Joining Stockholder acknowledges receipt of a true, correct, and complete copy of the Stockholder Representative Agreement pursuant to Section 3.3 of this Joinder.

FORM OF JOINDER AGREEMENT

RECITALS

ARTICLE 1

DEFINITIONS

ARTICLE 2

JOINDER AND AGREEMENT TO BE BOUND

ARTICLE 3

REPRESENTATIONS AND ACKNOWLEDGMENTS OF JOINING STOCKHOLDER

ARTICLE 4

RELEASE AND EXCULPATION OF STOCKHOLDER REPRESENTATIVE

ARTICLE 5

MISCELLANEOUS

SIGNATURE PAGE TO FORM OF JOINDER AGREEMENT

ACKNOWLEDGED AND AGREED

BY THE STOCKHOLDER REPRESENTATIVE

EXHIBIT A

FORM OF REPRESENTATIVE AGREEMENT (REFERENCE)

Record

Parties

Dates

Amounts