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

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LIMITED GUARANTEE

EXECUTION VERSION

March 18, 2025

This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of March 18, 2025, by Harrowgate Capital Management IV LLC, a Delaware limited liability company (the "Guarantor"), with its principal offices located at 300 King Street, Suite 4200, Wilmington, Delaware 19801 (EIN 87-4231847), in favor of VeloPay Systems, Inc., a Delaware corporation (the "Company"), with its principal offices located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759 (EIN 82-3019478).

RECITALS

WHEREAS, Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Parent;

WHEREAS, Guarantor is the sole general partner of Parent and, in such capacity, controls and directs the operations and affairs of Parent;

WHEREAS, the aggregate merger consideration payable pursuant to the Merger Agreement in connection with the consummation of the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Aggregate Merger Consideration");

WHEREAS, as a condition and material inducement to the Company's willingness to enter into the Merger Agreement, and in consideration of the Company entering into the Merger Agreement, Guarantor has agreed to provide this Limited Guarantee to the Company guaranteeing certain limited obligations of Parent under the Merger Agreement on the terms and subject to the conditions set forth herein; and

WHEREAS, Guarantor acknowledges that the Company would not have entered into the Merger Agreement but for the execution and delivery of this Limited Guarantee by Guarantor.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

SECTION 1. GUARANTEE

1.1 Limited Guarantee of Obligations. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Company, as primary obligor and not merely as surety, the due and punctual payment and performance of the following obligations of Parent under the Merger Agreement (collectively, the "Guaranteed Obligations"):

(a) Reverse Termination Fee. The obligation of Parent to pay the Reverse Termination Fee to the Company in the amount of Fifty-Seven Million Dollars ($57,000,000), as and when such amount becomes due and payable pursuant to Section 8.3(b) of the Merger Agreement (such amount representing three percent (3%) of the Aggregate Merger Consideration of $1,900,000,000);

(b) Expense Reimbursement. Any obligation of Parent to reimburse the Company for the Company's reasonable and documented out-of-pocket expenses, fees, and costs (including reasonable attorneys' fees and disbursements) as expressly required under the Merger Agreement in connection with a termination of the Merger Agreement giving rise to the payment of the Reverse Termination Fee, to the extent such expense reimbursement obligation is set forth in the Merger Agreement; and

(c) Certain Other Obligations. Any obligation of Parent to pay any amounts in respect of costs, expenses, or damages (including reasonable attorneys' fees and expenses) awarded to the Company by a court of competent jurisdiction by final, non-appealable judgment arising from any willful and material breach by Parent or Merger Sub of the Merger Agreement prior to any valid termination thereof in accordance with its terms, in each case subject to the Cap (as defined in Section 1.2 below).

For the avoidance of doubt, the Guaranteed Obligations shall include any interest, penalties, or other amounts that may accrue on the foregoing obligations from and after the date such amounts become due and payable under the Merger Agreement; provided, however, that in no event shall the aggregate amount payable by Guarantor hereunder exceed the Cap.

1.2 Maximum Aggregate Liability (Cap). Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the aggregate liability of Guarantor under this Limited Guarantee shall in no event exceed Fifty-Seven Million Dollars ($57,000,000) (the "Cap"). The Cap represents the maximum aggregate amount payable by Guarantor under this Limited Guarantee under all circumstances, regardless of the number or nature of claims, demands, suits, actions, or proceedings asserted or brought against Guarantor, whether arising under Section 1.1(a), Section 1.1(b), Section 1.1(c), or any combination thereof. Under no circumstances shall the Company or any of its affiliates, subsidiaries, successors, or assigns seek to recover from Guarantor or from any of Guarantor's affiliates, partners, members, shareholders, directors, officers, employees, agents, advisors, or representatives (in each case, other than Guarantor itself in its capacity as Guarantor under this Limited Guarantee) any amount in excess of the Cap. In the event Guarantor makes one or more payments hereunder, the Cap shall be reduced by the aggregate amount of all such payments, and Guarantor's remaining obligations hereunder shall be correspondingly reduced. Once the aggregate payments made by Guarantor under this Limited Guarantee equal the Cap, Guarantor shall have no further obligations or liabilities under this Limited Guarantee.

1.3 Nature of Guarantee. The obligations of Guarantor under this Limited Guarantee constitute a guarantee of payment and performance and not a guarantee of collection. The Company shall not be required, as a condition to or prerequisite for enforcement of this Limited Guarantee, to (a) pursue or exhaust any remedy against Parent or Merger Sub, (b) proceed first against Parent or Merger Sub or any other person or entity, (c) pursue any rights of set-off or counterclaim, or (d) exercise any other right or take any other action against Parent or Merger Sub or any other person or entity or any collateral or security before proceeding against Guarantor hereunder. The obligations of Guarantor hereunder are primary and are independent of the obligations of Parent and Merger Sub under the Merger Agreement, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. Guarantor agrees that the Company may, in its sole discretion, bring and prosecute any claim hereunder directly against Guarantor without first commencing any action or obtaining any judgment against Parent or Merger Sub.

SECTION 2. TERMS OF GUARANTEE

2.1 Unconditional Nature. The obligations of Guarantor under this Limited Guarantee shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment, discharge, or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations in accordance with the terms hereof), including any of the following, whether or not Guarantor shall have had notice or knowledge of any of them:

(a) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, compromise, or modification of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other person or entity under the Merger Agreement or any other agreement or instrument;

(b) any change in the corporate existence, structure, or ownership of Parent or Merger Sub, including any merger, consolidation, dissolution, winding-up, or reorganization, or any insolvency, bankruptcy, reorganization, moratorium, receivership, conservatorship, assignment for the benefit of creditors, or other similar proceeding affecting Parent, Merger Sub, or their respective assets or properties, or any resulting release or discharge of any obligation of Parent or Merger Sub under the Merger Agreement;

(c) the existence of any claim, set-off, defense, reduction, or diminution of any right that Guarantor or any other person or entity may have at any time against Parent, Merger Sub, the Company, or any other person or entity, whether in connection with the Merger Agreement, this Limited Guarantee, the transactions contemplated thereby, or any unrelated transactions, provided that nothing herein shall prevent the assertion by Guarantor of any defense expressly provided for herein or any compulsory counterclaim;

(d) the adequacy of any other means the Company may have of obtaining payment or performance of the Guaranteed Obligations, whether from Parent, Merger Sub, or any other person or entity;

(e) the invalidity, illegality, or unenforceability of the Merger Agreement or any provision thereof, or the invalidity, illegality, or unenforceability of any obligation of Parent or Merger Sub under the Merger Agreement;

(f) any impossibility or impracticability of performance, force majeure, act of government, or any other cause, whether similar or dissimilar to any of the foregoing, or any other circumstance that might otherwise constitute a defense available to, or a discharge of, Parent, Merger Sub, or a guarantor or surety; and

(g) any other act or omission of any kind or nature that may in any manner or to any extent vary the risk of Guarantor or that would otherwise operate as a discharge of Guarantor as a matter of law or equity (other than the indefeasible payment in full of the Guaranteed Obligations in accordance with the terms hereof).

2.2 Waivers by Guarantor. Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:

(a) promptness, diligence, presentment, demand of payment, protest, notice of acceptance of this Limited Guarantee, notice of dishonor, notice of default, notice of nonpayment, notice of nonperformance, and any other notice with respect to any of the Guaranteed Obligations and this Limited Guarantee, other than as expressly required under Section 10 hereof;

(b) any requirement that the Company exhaust any right, power, or remedy, or proceed against Parent or Merger Sub or any other person or entity, or pursue any other remedy in the Company's power whatsoever, or protect, secure, perfect, or insure any lien, security interest, or other encumbrance on any property subject thereto, or exhaust any right or take any action against Parent, Merger Sub, or any other person or entity or any collateral or security;

(c) any defense arising by reason of the incapacity, lack of authority, disability, dissolution, or other defense of Parent, Merger Sub, or any other person or entity, including any defense based on or arising out of the lack of validity or enforceability of the Guaranteed Obligations or any agreement or instrument relating thereto, or by reason of the cessation from any cause whatsoever (other than payment in full in cash) of the liability of Parent or Merger Sub;

(d) any defense based upon Guarantor's lack of corporate, limited liability company, or other power or authority to execute, deliver, or perform this Limited Guarantee, it being acknowledged and agreed by Guarantor that Guarantor has been duly authorized to execute, deliver, and perform this Limited Guarantee;

(e) any right to require marshalling of assets of Parent, Merger Sub, or any other person or entity, or any right to require the Company to proceed against or apply any security or other collateral held by it;

(f) any diligence in collection or protection of or realization upon any of the Guaranteed Obligations or any collateral security therefor, or any part thereof, or any guaranty or right of offset with respect thereto at any time or times; and

(g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Limited Guarantee, including Sections 48-102, 48-103, and 48-113 of the Delaware Revised Uniform Commercial Code (to the extent applicable) and any other similar provision of applicable law.

2.3 Reinstatement. If at any time any payment of any portion of the Guaranteed Obligations is rescinded, voided, or must otherwise be restored, returned, or repaid by the Company upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of Parent or Merger Sub, or upon or as a result of the appointment of a receiver, intervenor, custodian, or conservator of, or trustee or similar officer for, Parent or Merger Sub, or any substantial part of their respective property, or otherwise (including pursuant to any settlement agreement entered into by the Company in connection with any of the foregoing), Guarantor's obligations under this Limited Guarantee with respect to such payment shall continue to be effective, shall be reinstated, and shall be in full force and effect as though such payment had not been made, and all rights of the Company under this Limited Guarantee shall continue with respect to such obligations. This Section 2.3 shall survive the termination of this Limited Guarantee to the extent necessary to give effect to its terms.

SECTION 3. LIMITATION ON GUARANTEED OBLIGATIONS

3.1 No Other Obligations. Notwithstanding anything herein or in the Merger Agreement to the contrary, the obligations and liabilities of Guarantor under this Limited Guarantee are strictly and exclusively limited to the Guaranteed Obligations as defined in Section 1.1 hereof, in each case subject to the Cap. Guarantor shall have no obligation, liability, or responsibility hereunder or in connection herewith with respect to any other obligation of Parent or Merger Sub under or in connection with the Merger Agreement or any other agreement, document, or instrument related to the Merger or the transactions contemplated by the Merger Agreement, including, without limitation:

(a) the obligation of Parent or Merger Sub to consummate the Merger, pay the Aggregate Merger Consideration of $1,900,000,000, or otherwise fund the Closing (such obligations being separately addressed by the Equity Commitment Letter, dated as of February 14, 2025, from Guarantor on behalf of HPE Fund IV, as more fully described in Section 3.3 below);

(b) any obligation of Merger Sub under or in connection with the Merger Agreement, including any obligation to consummate the Merger or to pay the Aggregate Merger Consideration, except to the extent such obligation constitutes a Guaranteed Obligation;

(c) any indemnification, post-closing adjustment, earn-out, or other post-closing obligation of Parent under the Merger Agreement or any ancillary agreement contemplated thereby; and

(d) any obligation arising under any financing commitment, debt commitment letter, or similar arrangement entered into in connection with the Merger.

3.2 No Recourse Beyond Cap. In no event shall the aggregate liability of Guarantor under or in connection with this Limited Guarantee exceed the Cap of Fifty-Seven Million Dollars ($57,000,000). The Company hereby acknowledges and agrees that the Company's sole and exclusive remedy against Guarantor under this Limited Guarantee shall be the payment of the Guaranteed Obligations in accordance with the terms hereof, subject in all respects to the Cap. The Company shall have no right to specific performance of this Limited Guarantee other than the right to compel the payment of the Guaranteed Obligations in accordance with the terms hereof, and the Company expressly agrees that it shall not seek, and shall not be entitled to receive, equitable relief (including specific performance or injunctive relief) compelling Guarantor to cause Parent or Merger Sub to consummate the Merger or to take any action other than the payment of the Guaranteed Obligations, subject to the Cap. The parties acknowledge and agree that the limitations set forth in this Section 3.2 are an integral part of the transactions contemplated by the Merger Agreement and that, without such limitations, Guarantor would not have entered into this Limited Guarantee and Parent would not have entered into the Merger Agreement.

3.3 Relationship to Equity Commitment Letter. This Limited Guarantee is separate from and in addition to that certain Equity Commitment Letter, dated as of February 14, 2025 (the "Equity Commitment Letter"), from Guarantor, acting on behalf of HPE Fund IV, committing to fund an equity contribution of One Billion One Hundred Forty Million Dollars ($1,140,000,000) to Parent for purposes of consummating the Merger and funding the Aggregate Merger Consideration. Nothing in this Limited Guarantee shall be deemed to modify, amend, limit, expand, or supersede the terms of the Equity Commitment Letter or the Merger Agreement, and nothing in the Equity Commitment Letter or the Merger Agreement shall be deemed to modify, amend, limit, expand, or supersede the terms of this Limited Guarantee. The obligations of Guarantor under this Limited Guarantee and the obligations of Guarantor under the Equity Commitment Letter are independent of each other, and the satisfaction of obligations under one instrument shall not extinguish, reduce, or otherwise affect the obligations under the other instrument, except to the extent the Merger is consummated (including the payment in full of the Aggregate Merger Consideration at the Closing) and the Reverse Termination Fee is no longer payable by Parent under the terms of the Merger Agreement, in which event this Limited Guarantee shall terminate in accordance with Section 7.1(a) hereof. For the avoidance of doubt, the Company is a third-party beneficiary of the Equity Commitment Letter to the extent expressly set forth therein, and the Company's rights under the Equity Commitment Letter are not limited or otherwise affected by this Limited Guarantee.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to the Company as of the date hereof as follows:

4.1 Organization and Good Standing. Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

4.2 Authority and Enforceability. Guarantor has full limited liability company power and authority to execute, deliver, and perform this Limited Guarantee and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Guarantor of this Limited Guarantee and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of Guarantor, including by unanimous approval of its managing members, and no other limited liability company proceedings on the part of Guarantor or its members are necessary to authorize the execution, delivery, and performance of this Limited Guarantee. This Limited Guarantee has been duly and validly executed and delivered by Guarantor and constitutes a legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability affecting or relating to creditors' rights generally and (b) general principles of equity, whether considered in a proceeding at law or in equity (the "Enforceability Exceptions").

4.3 No Conflicts. The execution, delivery, and performance by Guarantor of this Limited Guarantee, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the certificate of formation or limited liability company agreement (or equivalent organizational documents) of Guarantor, (b) violate, conflict with, or result in a breach of, or constitute a default (with or without notice, lapse of time, or both) under, any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to Guarantor or its properties or assets, or (c) require any consent, approval, authorization, permit, or order of, or filing, registration, or qualification with, any governmental authority or any third party that has not been duly obtained or made prior to the date hereof. No other action or proceeding on the part of Guarantor is necessary for the due execution, delivery, and performance by Guarantor of this Limited Guarantee.

4.4 Sufficient Resources. Guarantor has, and at the time the Guaranteed Obligations become due and payable will have, sufficient financial resources, liquid assets, and available capacity to satisfy its obligations under this Limited Guarantee in full, up to and including the Cap of Fifty-Seven Million Dollars ($57,000,000). Without limiting the generality of the foregoing, Guarantor represents and warrants that the total assets under management across its affiliated funds substantially exceed the Cap. Specifically, HPE Fund IV has a total fund size of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) (vintage 2022), with sufficient undrawn commitments and available capital to fund the Guaranteed Obligations as and when they may become due. Guarantor has not incurred, and does not intend to incur, any obligation or liability, contingent or otherwise, that would materially impair its ability to perform its obligations under this Limited Guarantee.

4.5 No Litigation. As of the date hereof, there is no action, suit, proceeding, investigation, or inquiry pending or, to the knowledge of Guarantor, threatened against Guarantor before any governmental authority that would reasonably be expected to impair or delay the ability of Guarantor to perform its obligations under this Limited Guarantee.

SECTION 5. NO WAIVER; CUMULATIVE RIGHTS

No failure or delay by the Company in exercising any right, power, or privilege under this Limited Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege available to the Company hereunder, at law, in equity, or otherwise. The rights and remedies of the Company under this Limited Guarantee are cumulative and not exclusive of any other rights or remedies that may be available to the Company at law, in equity, or otherwise, in each case subject to the limitations expressly set forth in Sections 1.2, 3.1, and 3.2 hereof. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in similar or other circumstances.

SECTION 6. AMENDMENTS AND WAIVERS

No amendment, modification, supplement, restatement, waiver, or termination of any provision of this Limited Guarantee shall be effective or binding upon any party hereto unless made in a written instrument duly executed and delivered by each of Guarantor and the Company. No waiver of any provision of this Limited Guarantee shall be deemed or shall constitute a waiver of any other provision of this Limited Guarantee, whether or not similar, nor shall any such waiver constitute a continuing waiver. Any waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

SECTION 7. TERMINATION

7.1 Expiration. This Limited Guarantee, and all obligations and liabilities of Guarantor hereunder, shall automatically and immediately terminate and be of no further force or effect upon the earliest to occur of the following:

(a) the Effective Time of the Merger (as defined in the Merger Agreement), i.e., upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and consummation of the Closing on July 22, 2025, or such other date on which the Closing occurs in accordance with the terms of the Merger Agreement;

(b) the valid termination of the Merger Agreement in accordance with its terms in circumstances under which the Reverse Termination Fee is not due or payable by Parent to the Company;

(c) the indefeasible payment in full in cash of all of the Guaranteed Obligations (including, without limitation, the Reverse Termination Fee) by or on behalf of Guarantor or Parent; and

(d) the written agreement of the Company, executed by a duly authorized officer of the Company, to terminate this Limited Guarantee, delivered to Guarantor in accordance with Section 10 hereof.

Upon such termination, Guarantor shall have no further obligations or liabilities hereunder, and this Limited Guarantee shall be null and void and of no further force or effect; provided, however, that the provisions of Section 2.3 (Reinstatement), Section 8 (No Recourse Against Non-Party Affiliates), Section 9 (Subrogation), Section 11 (Governing Law), Section 12 (Jurisdiction; Venue), Section 13 (Waiver of Jury Trial), and Section 14 (Entire Agreement) shall survive any termination of this Limited Guarantee to the extent necessary to give effect to their respective terms.

7.2 Survival Post-Termination of Merger Agreement. In the event the Merger Agreement is terminated in circumstances under which the Reverse Termination Fee is or may become due and payable by Parent to the Company, this Limited Guarantee shall survive such termination of the Merger Agreement until all Guaranteed Obligations have been indefeasibly paid in full in cash, but in no event shall this Limited Guarantee survive longer than ninety (90) days after the date of such termination of the Merger Agreement (the "Outside Guarantee Date"); provided, however, that if a written claim or demand for payment of the Guaranteed Obligations has been asserted by the Company against Guarantor in good faith prior to the Outside Guarantee Date, and such claim or demand remains pending and unresolved as of the Outside Guarantee Date, then this Limited Guarantee shall survive with respect to, and solely to the extent of, such pending claim or demand until such claim or demand is finally resolved (whether by settlement, final non-appealable judgment, or otherwise). For the avoidance of doubt, no new claims may be asserted by the Company against Guarantor under this Limited Guarantee after the Outside Guarantee Date.

SECTION 8. NO RECOURSE AGAINST NON-PARTY AFFILIATES

8.1 No Personal Liability. Notwithstanding anything to the contrary contained herein, in the Merger Agreement, or in any other agreement, document, or instrument contemplated by the Merger Agreement or delivered in connection therewith, the Company hereby covenants, acknowledges, and agrees that:

(a) It shall have no right of recovery under or in connection with this Limited Guarantee against, and no personal liability shall attach to, any former, current, or future member, partner (whether limited or general), shareholder, stockholder, equity holder, director, manager, officer, employee, agent, affiliate, assignee, incorporator, controlling person, fiduciary, advisor, representative, or similar person of Guarantor (other than Guarantor itself), or any former, current, or future member, partner (whether limited or general), shareholder, stockholder, equity holder, director, manager, officer, employee, agent, affiliate, assignee, incorporator, controlling person, fiduciary, advisor, representative, or similar person of any of the foregoing (collectively, and together with their respective heirs, executors, administrators, successors, and assigns, the "Non-Recourse Parties");

(b) No Non-Recourse Party shall have any liability or obligation whatsoever with respect to this Limited Guarantee, the Guaranteed Obligations, the Merger Agreement, or the transactions contemplated hereby or thereby, in each case whether based on contract, tort, strict liability, equity, or any other theory of liability, whether at law or in equity;

(c) The foregoing shall specifically include, without limitation, Richard Harrowgate, Founder and Chairman of Harrowgate Capital Management IV LLC; Priya Deshmukh, Managing Partner; Thomas Eriksen, Partner and Head of Financial Technology; and any limited partner, investor, co-investor, or other participant in HPE Fund IV or any related parallel fund, feeder fund, alternative investment vehicle, or co-investment vehicle; and

(d) The Company hereby unconditionally and irrevocably waives, releases, and discharges any claim, cause of action, or right of recovery against any Non-Recourse Party arising under or in connection with this Limited Guarantee, whether at law, in equity, in contract, in tort, or otherwise.

The Company acknowledges that the Non-Recourse Parties are express intended third-party beneficiaries of this Section 8 and shall be entitled to enforce the provisions of this Section 8 as if they were parties hereto.

8.2 Sole Remedy. The Company's sole and exclusive remedy against Guarantor under or in connection with this Limited Guarantee is the right to recover payment of the Guaranteed Obligations from Guarantor, subject in all respects to the Cap. The Company shall not seek or be entitled to seek, and hereby waives any right to seek or obtain, damages, losses, costs, expenses, specific performance (other than the right to compel payment of the Guaranteed Obligations in accordance with the terms hereof), injunctive relief, or any other remedy of any kind or nature against Guarantor or any Non-Recourse Party in excess of, in addition to, or other than the Guaranteed Obligations, subject to the Cap. Without limiting the generality of the foregoing, the Company shall not seek, and shall not be entitled to, punitive, exemplary, consequential, special, or indirect damages from Guarantor or any Non-Recourse Party under this Limited Guarantee.

SECTION 9. SUBROGATION

Guarantor shall not exercise, and hereby waives, any rights of subrogation, reimbursement, indemnification, exoneration, contribution, or any other claim that Guarantor may now or hereafter have against Parent, Merger Sub, or any other person or entity with respect to the Guaranteed Obligations or any amounts paid or payable by Guarantor under this Limited Guarantee unless and until all Guaranteed Obligations have been indefeasibly paid in full in cash and this Limited Guarantee has terminated in accordance with Section 7 hereof. Until such time as all Guaranteed Obligations have been indefeasibly paid in full and this Limited Guarantee has terminated, Guarantor shall not seek, accept, or be entitled to receive any payment, distribution, or other consideration from Parent, Merger Sub, or any other person or entity in respect of any amounts paid by Guarantor under this Limited Guarantee. If, notwithstanding the foregoing, any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, indemnification, exoneration, or contribution claim prior to such time, such amount shall be held in trust for the benefit of the Company and shall promptly be turned over to the Company in the form received (duly endorsed by Guarantor to the Company, if required) to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Company may determine in its sole discretion.

SECTION 10. NOTICES

All notices, requests, claims, demands, consents, waivers, and other communications hereunder shall be in writing and shall be given by (a) personal delivery (including delivery by nationally recognized courier service), (b) nationally recognized overnight courier service (with tracking capability and proof of delivery), or (c) certified or registered mail, return receipt requested, postage prepaid, addressed to the applicable party at the address set forth below (or at such other address as a party may designate by notice given to the other party in accordance with this Section 10):

If to Guarantor:

Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801

Attention: Priya Deshmukh, Managing Partner

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

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

Attention: Sandra Tung, Esq.

If to the Company:

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

Attention: Nathan Aldridge, Chief Executive Officer

with a copy to: Danielle Moreau, General Counsel

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

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

Attention: Rebecca Thornton-Hayes, Esq.

Notice shall be deemed to have been duly given and received (i) upon receipt, if delivered by personal delivery (including by courier service), (ii) on the first (1st) business day after deposit with a nationally recognized overnight courier service (with tracking capability), or (iii) on the third (3rd) business day after mailing by certified or registered mail (return receipt requested, postage prepaid).

SECTION 11. GOVERNING LAW

This Limited Guarantee, and all claims, controversies, disputes, or causes of action (whether in contract, tort, statute, or otherwise) that may be based upon, arise out of, or relate to this Limited Guarantee, or the negotiation, execution, or performance of this Limited Guarantee, 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 12. JURISDICTION; VENUE

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction over such matter, the United States District Court for the District of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Limited Guarantee, and each party 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, non-appealable 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 Limited Guarantee in any of the aforementioned courts, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each party hereto agrees that service of process in any such action, suit, or proceeding may be made by delivery in accordance with Section 10 hereof.

SECTION 13. WAIVER OF JURY TRIAL

EACH OF GUARANTOR AND THE COMPANY 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, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 13.

SECTION 14. ENTIRE AGREEMENT

This Limited Guarantee constitutes the entire agreement between Guarantor and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, between Guarantor and the Company with respect to the subject matter hereof. This Limited Guarantee is not intended to, and does not, confer upon any person other than the Company and its successors and permitted assigns any rights or remedies hereunder; provided, however, that the Non-Recourse Parties are express third-party beneficiaries of Section 8 hereof and shall be entitled to enforce the provisions thereof as if they were direct parties hereto. Nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person other than the parties hereto (and the Non-Recourse Parties, solely with respect to Section 8) any legal or equitable right, benefit, or remedy of any nature under or by reason of this Limited Guarantee.

SECTION 15. SUCCESSORS AND ASSIGNS

This Limited Guarantee shall be binding upon Guarantor and its heirs, executors, administrators, successors, and assigns and shall inure to the benefit of the Company and its successors and permitted assigns. Guarantor shall not assign, delegate, or otherwise transfer any of its obligations under this Limited Guarantee to any person without the prior written consent of the Company, and any attempted assignment, delegation, or transfer in violation of this Section 15 shall be null and void and of no force or effect. The Company shall not assign, delegate, or otherwise transfer any of its rights under this Limited Guarantee to any person without the prior written consent of Guarantor; provided, however, that the Company may, without the consent of Guarantor, assign its rights hereunder to a successor in interest to the Company (whether by merger, consolidation, sale of all or substantially all of the Company's assets, or otherwise), but only in the event the Merger is not consummated and such successor in interest assumes all obligations of the Company hereunder.

SECTION 16. SEVERABILITY

If any term, provision, covenant, or restriction of this Limited Guarantee is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable in any respect in any jurisdiction, the remainder of the terms, provisions, covenants, and restrictions of this Limited Guarantee shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such term or provision in any other jurisdiction. Upon any such determination of invalidity, illegality, or unenforceability, the parties hereto shall negotiate in good faith to modify this Limited Guarantee 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 be consummated as originally contemplated to the greatest extent possible.

SECTION 17. COUNTERPARTS

This Limited Guarantee may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Limited Guarantee by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, the federal ESIGN Act of 2000, or other applicable law, e.g., www.Brightwater Software.com), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Limited Guarantee, and each party hereto agrees that it will not raise the transmission of a counterpart by electronic means as a defense to the formation or enforceability of a contract.

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SIGNATURE PAGE TO LIMITED GUARANTEE

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Limited Guarantee as of the date first written above.

GUARANTOR:

HARROWGATE CAPITAL MANAGEMENT IV LLC, a Delaware limited liability company

By: ________

Name: Priya Deshmukh

Title: Managing Partner

Date: March 18, 2025

ACKNOWLEDGED AND AGREED as of the date first written above:

COMPANY:

VELOPAY SYSTEMS, INC., a Delaware corporation