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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

by and among

NATHAN ALDRIDGE

HARROWGATE PRIVATE EQUITY FUND IV LP

and

VELOPAY SYSTEMS, INC. (as the Surviving Corporation)

Dated as of July 22, 2025

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered into as of July 22, 2025 (the "Effective Date"), by and among:

(1) Nathan Aldridge, an individual residing in Austin, Texas ("Executive");

(2) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801 ("Parent"); and

(3) VeloPay Systems, Inc., a Delaware corporation (the "Company," and following the Effective Time, the "Surviving Corporation"), with its principal office at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.

Executive, Parent, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties." This Agreement is effective as of the Effective Time of the Merger (as defined in the Merger Agreement referenced below).

RECITALS

WHEREAS:

A. Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company entered into that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Company in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The aggregate merger consideration payable in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), representing Twenty Dollars ($20.00) per share of the Company's common stock on a fully diluted, as-converted basis.

B. Executive is the Chief Executive Officer and Co-Founder of VeloPay Systems, Inc. and, immediately prior to the closing of the Merger, held approximately 14.2% of the outstanding common stock of the Company. By virtue of his role as Chief Executive Officer and Co-Founder, Executive possesses intimate and extensive knowledge of the Company's business, operations, technology, trade secrets, customer and merchant relationships, strategic plans, competitive positioning, and proprietary information relating to the Company's cloud-based payments processing and merchant acquiring platform. Executive is a key member of the Company's senior management team whose continued cooperation, commitment, and adherence to the restrictive covenants set forth herein are material to the preservation and enhancement of the value of the Company's business following the closing of the Merger.

C. In connection with the transactions contemplated by the Merger Agreement, Parent, Harrowgate Velocity Co-Invest LP, a Delaware limited partnership (the "Co-Invest Vehicle"), Executive, and Sonia Reyes-Watkins entered into that certain Rollover Agreement, dated as of March 18, 2025 (the "Rollover Agreement"), pursuant to which Executive is reinvesting Fourteen Million Two Hundred Thousand Dollars ($14,200,000) of his merger proceeds into the Co-Invest Vehicle, the general partner of which is Harrowgate Capital Management IV LLC, a Delaware limited liability company. Executive's rollover investment demonstrates his ongoing alignment of interests with Parent and the Company Group with respect to the continued growth and success of the Business following the Merger.

D. The execution and delivery of this Agreement by Executive is a condition to the obligation of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement. Executive acknowledges that the substantial consideration received by Executive in connection with the Merger — including Executive's share of the aggregate merger consideration of $20.00 per share, the opportunity to participate in the Co-Invest Vehicle through his $14,200,000 rollover investment, and the other benefits to Executive arising from the Merger — constitutes full, adequate, and independent consideration for the covenants and obligations set forth in this Agreement.

E. Executive also serves as the Stockholder Representative under that certain Stockholder Representative Agreement, dated as of March 18, 2025, by and among Parent, the Company, and Nathan Aldridge in his capacity as representative of the pre-closing stockholders of the Company (the "Stockholder Representative Agreement"). The Parties acknowledge and agree that the obligations of Executive under this Agreement are separate from, and in addition to, any obligations arising under Executive's role as Stockholder Representative, and that the performance of or compliance with the obligations of this Agreement is not contingent upon or conditioned by Executive's service as Stockholder Representative.

F. NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated into and made a part of this Agreement), the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.

"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" shall include, with respect to Parent, the Company and all of its subsidiaries, and with respect to the Company, Parent, Merger Sub, and each of the Company's direct and indirect subsidiaries, including VeloPay Processing LLC, a Delaware limited liability company, VeloPay Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada, VeloPay Europe Unipessoal Lda., a Portuguese limited liability company (sociedade unipessoal por quotas), VeloPay Fraud intelligence Inc., a Delaware corporation, and PayStream Gateway LLC, a Delaware limited liability company.

"Business" means the design, development, marketing, sale, licensing, or provision of (a) cloud-based or on-premises payments processing services, (b) merchant acquiring services, (c) payment gateway technology or services, (d) fraud detection and prevention services in connection with payment transactions, and (e) analytics platforms or software-as-a-service products primarily related to payment transaction data, in each case as conducted by the Company and its subsidiaries as of the Effective Date and during the twelve (12) months immediately preceding the Effective Date. For the avoidance of doubt, the Business encompasses, without limitation, interchange-plus payment processing, subscription-based SaaS analytics solutions, the Company's proprietary fraud detection suite, and gateway transaction services provided to merchants and other commercial counterparties.

"Closing Date" means July 22, 2025, the date on which the closing of the Merger occurred pursuant to the Merger Agreement.

"Co-Invest Vehicle" means Harrowgate Velocity Co-Invest LP, a Delaware limited partnership, the general partner of which is Harrowgate Capital Management IV LLC.

"Company Group" means the Company (as the Surviving Corporation following the Effective Time) and each of its direct and indirect subsidiaries, including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, collectively.

"Competitive Enterprise" means any Person (other than a member of the Company Group) that is engaged in, or has concrete plans (as evidenced by board approvals, capital commitments, product development activities, regulatory filings, or similar demonstrable steps) to engage in, any aspect of the Business within the Restricted Territory.

"Confidential Information" has the meaning set forth in Section 4.1 of this Agreement.

"Customer" means any Person who, at any time during the twelve (12) months preceding the Effective Date or at any time during the Restricted Period, is or was a customer, merchant, client, or commercial partner of any member of the Company Group, or with whom any member of the Company Group has engaged in substantive discussions regarding becoming a customer, merchant, client, or commercial partner. The Parties acknowledge that, as of the Effective Date, the Company Group maintains approximately 14,000 or more active merchant relationships across the Restricted Territory, and that the definition of Customer is intended to encompass all such relationships and prospective relationships.

"Effective Date" means July 22, 2025, the date of this Agreement, which coincides with the Closing Date.

"Effective Time" has the meaning ascribed to such term in the Merger Agreement (i.e., the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or such later time as is specified in such Certificate of Merger).

"Key Employee" means any individual who (a) is or was employed by, or engaged as an independent contractor of, any member of the Company Group at any time during the twelve (12) months preceding the relevant solicitation, recruitment, or hiring activity, and (b) holds or held a position at the level of director, vice president, senior vice president, executive vice president, or any officer-level or above position within the Company Group's organizational structure, or possesses or possessed specialized technical, engineering, product development, data science, or sales skills that are material to the conduct of the Business.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 18, 2025, by and among Parent, Merger Sub, and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Parent" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership.

"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, trust, unincorporated organization, governmental authority or agency, or other entity or body of any kind.

"Restricted Period" means the period commencing on the Effective Date and ending on the third (3rd) anniversary of the Effective Date (i.e., the period from July 22, 2025, through and including July 22, 2028).

"Restricted Territory" means (a) the United States of America, including all fifty (50) states and the District of Columbia, (b) Canada, and (c) Portugal and the member states of the European Economic Area, in each case being the territories in which the Company Group conducts business, has customers or merchants, or has operations as of the Effective Date. The Parties acknowledge that the Company Group maintains operational offices in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, and that the Company Group's merchant relationships and customer base extend throughout the Restricted Territory.

"Rollover Agreement" means that certain Rollover Agreement, dated as of March 18, 2025, by and among Parent, the Co-Invest Vehicle, Nathan Aldridge, and Sonia Reyes-Watkins.

"Stockholder Representative Agreement" means that certain Stockholder Representative Agreement, dated as of March 18, 2025, by and among Parent, the Company, and Nathan Aldridge, in his capacity as representative of the pre-closing stockholders of the Company.

"Supplier" means any Person who is or was a material vendor, service provider, licensor, payment network partner (including Pinnacle Enterprises, Hollowell Partners LLC, Pinnacle Partners LLC, Discover, and any other applicable card network), acquiring bank sponsor, or other material supplier to any member of the Company Group at any time during the twelve (12) months preceding the Effective Date.

ARTICLE II — NON-COMPETITION

Section 2.1 *Non-Competition Covenant.* During the Restricted Period, Executive shall not, directly or indirectly, whether as an owner, operator, manager, employee, officer, director, partner, member, consultant, advisor, agent, independent contractor, investor, lender, guarantor, licensee, franchisor, franchisee, or in any other capacity whatsoever:

(a) engage in, own, manage, operate, control, participate in, consult with, render services for, or in any other manner be connected with, the Business within the Restricted Territory;

(b) establish, form, organize, or incorporate a Competitive Enterprise, or assist any Person in establishing, forming, organizing, or incorporating a Competitive Enterprise, anywhere within the Restricted Territory;

(c) plan for, prepare to undertake, or take any preparatory steps toward engaging in any activity that, if consummated, would constitute a violation of clause (a) or clause (b) of this Section 2.1, or assist any other Person in planning for, preparing to undertake, or taking any preparatory steps toward any such activity; or

(d) encourage, facilitate, or induce any other Person to engage in any of the foregoing activities on behalf of or for the benefit of Executive.

The restrictions set forth in this Section 2.1 apply regardless of whether Executive would be acting for Executive's own account or for the account of any other Person, and regardless of the form of compensation (monetary or otherwise) that Executive would receive or expect to receive in connection with such activity.

Section 2.2 *Permitted Activities; Exceptions.* Notwithstanding the provisions of Section 2.1, the following activities shall not constitute a violation of this Article II:

(a) Passive Investment Exception. Executive may own, directly or indirectly, equity securities of any publicly traded company whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Executive's aggregate holdings in such company do not exceed two percent (2%) of the total outstanding equity securities of any single class of such company, and provided further that Executive does not otherwise participate in, or have any role in, the management, operations, governance, or strategic direction of such company.

(b) Pre-Approved Fund Investments. Executive may hold passive, non-controlling limited partner or similar interests in one or more venture capital funds, private equity funds, or similar collective investment vehicles that may, in the ordinary course of their investment activities, invest in entities that compete with one or more members of the Company Group, provided that (i) Executive does not participate in, influence, or direct investment decisions of such fund or vehicle specifically relating to Competitive Enterprises, (ii) Executive does not provide advisory, consulting, or management services to any Competitive Enterprise held by such fund or vehicle, and (iii) Executive's aggregate capital commitment to any single such fund or vehicle does not exceed five percent (5%) of such fund's or vehicle's total capital commitments.

(c) Co-Invest Vehicle Participation. Nothing in this Agreement shall restrict Executive's participation in the Co-Invest Vehicle or Executive's exercise of any rights, or performance of any obligations, arising under the Rollover Agreement or the governing documents of the Co-Invest Vehicle, including Executive's right to receive distributions from the Co-Invest Vehicle in accordance with the terms thereof.

(d) Charitable and Academic Activities. Executive may engage in charitable, educational, civic, philanthropic, or community service activities, including service on the board of directors or advisory board of a nonprofit organization, educational institution, or charitable foundation, provided that such activities do not compete with the Business and are not undertaken as a means to circumvent the restrictions of this Article II.

(e) Parent-Approved Activities. Executive may engage in any activity that is expressly approved in advance in writing by Parent, acting through Priya Deshmukh, Managing Partner, Fund IV, or her written designee. Any such approval may be granted, conditioned, or withheld in Parent's sole and absolute discretion and, once granted, may be revoked by Parent upon thirty (30) days' prior written notice to Executive, except to the extent Executive has made binding commitments in reliance upon such approval that cannot reasonably be unwound within such thirty (30)-day period.

Section 2.3 *No Diversion of Business Opportunities.* During the Restricted Period, Executive shall not divert, or attempt to divert, any business opportunity related to the Business away from any member of the Company Group, whether for Executive's own account or for the benefit of any other Person. Without limiting the generality of the foregoing, Executive shall not refer, direct, or recommend any Customer or prospective Customer to any Competitive Enterprise for any services that are within the scope of the Business.

ARTICLE III — NON-SOLICITATION AND NO-HIRE

Section 3.1 *Non-Solicitation of Customers.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, induce, encourage, or attempt to solicit, induce, or encourage any Customer to:

(a) cease, reduce, limit, or otherwise curtail doing business with any member of the Company Group;

(b) divert, redirect, or transfer any business or revenue from any member of the Company Group to any other Person, including any Competitive Enterprise; or

(c) engage a Competitive Enterprise for products or services that are similar to, competitive with, or substitutable for any products or services offered by any member of the Company Group as part of the Business.

The restrictions set forth in this Section 3.1 apply regardless of whether Executive initiates such contact or whether the Customer contacts Executive, and regardless of whether the solicitation or inducement is successful.

Section 3.2 *Non-Solicitation of Suppliers.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, induce, encourage, or attempt to solicit, induce, or encourage any Supplier to cease, reduce, or materially alter its business relationship with any member of the Company Group in a manner that is adverse to the interests of the Company Group, including by increasing pricing, reducing service levels, terminating contractual arrangements, or declining to renew existing agreements with any member of the Company Group. For the avoidance of doubt, this restriction includes any actions directed at payment network partners, acquiring bank sponsors, and technology licensors that provide services or infrastructure material to the Company Group's payments processing operations.

Section 3.3 *Non-Solicitation and No-Hire of Employees.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person:

(a) solicit, recruit, induce, encourage, or attempt to solicit, recruit, induce, or encourage any Key Employee to leave the employ or engagement of any member of the Company Group, or to accept employment or engagement with Executive or any other Person;

(b) hire, engage, retain, or enter into any employment, consulting, independent contractor, or similar arrangement with any Key Employee; or

(c) hire, engage, retain, or enter into any employment, consulting, independent contractor, or similar arrangement with any individual who was a Key Employee at any time during the six (6) months immediately preceding such hiring or engagement.

For the avoidance of doubt, the restrictions set forth in this Section 3.3 apply irrespective of whether Executive personally initiates the contact with the Key Employee or whether the Key Employee contacts Executive on his or her own initiative.

Section 3.4 *Exceptions to Non-Solicitation of Employees.* The restrictions set forth in Section 3.3 shall not apply to the following:

(a) General Solicitations. General solicitations of employment published in newspapers, trade journals, professional publications, or posted on public internet job boards or social media platforms (including Westmark Health IT job postings, Indeed, Penmark Technologies, and similar platforms), in each case that are not specifically directed at, or specifically designed to target, Key Employees of the Company Group;

(b) Involuntarily Terminated Employees. Any Key Employee who was involuntarily terminated by any member of the Company Group (other than for cause, as determined by the terminating member of the Company Group) at least six (6) months prior to any solicitation, recruitment, or hiring activity by Executive directed at such individual; and

(c) Actions at the Direction of the Company Group. Actions taken by Executive at the express written request or direction of Parent, the Company, or any other member of the Company Group in connection with the operations or management of the Company Group.

Section 3.5 *Non-Interference with Business Relationships.* During the Restricted Period, Executive shall not, directly or indirectly, interfere or attempt to interfere with the business relationships between any member of the Company Group and any Customer, Supplier, payment network partner, acquiring bank sponsor, technology licensor, strategic alliance partner, or other commercial counterparty of any member of the Company Group. This prohibition includes, without limitation, any action taken by Executive that is designed to, or that has the effect of, damaging, disrupting, or prejudicing any such business relationship, whether or not such action constitutes a solicitation within the meaning of Sections 3.1 or 3.2 of this Agreement.

ARTICLE IV — CONFIDENTIALITY

Section 4.1 *Definition of Confidential Information. "Confidential Information*" means all non-public, proprietary, or confidential information of the Company Group, Parent, or their respective Affiliates, in whatever form or medium (whether written, oral, electronic, visual, or otherwise), that has been disclosed to, developed by, or obtained by Executive at any time before, on, or after the Effective Date, including but not limited to the following categories of information:

(a) trade secrets, proprietary technology, source code, object code, software algorithms, machine learning models, system architecture, and technical documentation, including all information relating to VeloPay's cloud-native payments processing platform, its payment gateway infrastructure, and its proprietary fraud detection and prevention systems;

(b) customer lists, merchant data, payment volumes (the Parties acknowledge that the Company Group processes approximately Eighty-Seven Billion Dollars ($87,000,000,000) in annualized gross payment volume across more than 14,000 active merchant relationships), pricing and fee information, discount rates, interchange arrangements, contract terms, and commercial proposals;

(c) financial information, including revenue (the Company generated approximately Four Hundred Twelve Million Three Hundred Thousand Dollars ($412,300,000) in revenue for fiscal year 2024), EBITDA (the Company generated approximately Ninety-Eight Million One Hundred Thousand Dollars ($98,100,000) in EBITDA for fiscal year 2024), projections, forecasts, budgets, cost structures, capital expenditure plans, and strategic financial plans;

(d) product development plans, product roadmaps, research and development activities, beta testing programs, and pipeline product and feature specifications, including those relating to the Company's fraud detection and analytics SaaS suite and next-generation payment processing capabilities;

(e) employee compensation structures, personnel records, organizational charts, hiring plans, retention strategies, and information regarding key talent;

(f) information regarding the Company's intellectual property portfolio, including patents, patent applications, trademarks, trademark applications, copyrights, trade secrets, and licensing arrangements;

(g) marketing strategies, business development plans, competitive analyses, merger and acquisition pipelines, and strategic partnership discussions;

(h) information disclosed to Executive in his capacity as Stockholder Representative under the Stockholder Representative Agreement, to the extent such information constitutes non-public information of the Company Group or Parent;

(i) information relating to regulatory compliance, government investigations or inquiries, litigation strategies, and legal proceedings involving any member of the Company Group; and

(j) any information that has been marked, identified, or designated (whether orally at the time of disclosure or in writing) as confidential, proprietary, or trade secret by any member of the Company Group, Parent, or their Affiliates.

Notwithstanding the foregoing, "Confidential Information" shall not include information that:

(i) is or becomes generally available to the public other than as a result of a disclosure by Executive in violation of this Agreement or any other confidentiality obligation owed by Executive;

(ii) was lawfully in Executive's possession on a non-confidential basis prior to its disclosure to Executive by any member of the Company Group or Parent, as evidenced by Executive's contemporaneous written records;

(iii) is received by Executive on a non-confidential basis from a third-party source that, to Executive's knowledge, is not bound by a confidentiality obligation to any member of the Company Group, Parent, or their Affiliates with respect to such information; or

(iv) is independently developed by Executive without reference to, use of, or reliance upon any Confidential Information, as evidenced by Executive's contemporaneous written records.

Section 4.2 *Non-Disclosure Obligation.* Executive shall not, at any time during the Restricted Period or thereafter, directly or indirectly, use, disclose, publish, disseminate, communicate, or otherwise make available to any Person any Confidential Information for any purpose whatsoever, other than as expressly required in connection with (a) Executive's authorized activities on behalf of or for the benefit of the Company Group, (b) Executive's rights and obligations relating to the Co-Invest Vehicle (solely to the extent necessary for the exercise of such rights or performance of such obligations), or (c) Executive's service as Stockholder Representative under the Stockholder Representative Agreement (solely to the extent necessary for the performance of such role). Executive shall exercise at least the same degree of care to protect Confidential Information as Executive would exercise with respect to Executive's own most valuable proprietary information, and in no event less than a reasonable degree of care.

Section 4.3 *Legally Compelled Disclosure.* In the event that Executive is or becomes legally compelled (by subpoena, civil investigative demand, court order, regulatory request, governmental investigation, deposition notice, or similar legal process) to disclose any Confidential Information, Executive shall provide Parent and the Company with prompt written notice thereof (to the extent legally permitted and practicable) so that Parent and the Company may seek a protective order, a motion to quash, or other appropriate remedy to prevent or limit such disclosure. Executive shall cooperate fully with Parent and the Company in connection with any such efforts, at Parent's expense. If, in the absence of a protective order or other remedy, Executive is nonetheless legally compelled to disclose Confidential Information, Executive shall disclose only such portion of the Confidential Information as is, in the written opinion of Executive's legal counsel, legally required to be disclosed, and Executive shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the Confidential Information so disclosed.

Section 4.4 *Return of Materials.* Upon the Effective Date and at any time thereafter upon the written request of Parent or the Company, Executive shall promptly return to the Company, or destroy (and certify such destruction in a written instrument delivered to the Company), all documents, records, data, files, correspondence, memoranda, notes, presentations, reports, analyses, compilations, studies, databases, and other materials (in any format, including paper, electronic, magnetic, or optical media) containing or reflecting Confidential Information that are in Executive's possession, custody, or control, including all copies, excerpts, summaries, and derivative works thereof. Notwithstanding the foregoing, Executive may retain (i) such documents and materials as are reasonably necessary for the performance of Executive's obligations as Stockholder Representative under the Stockholder Representative Agreement, (ii) copies of documents and materials reasonably necessary for Executive's personal tax compliance and tax return preparation purposes, and (iii) copies of any documents or materials that Executive is required by applicable law or regulation to retain, in each case subject to the ongoing confidentiality obligations set forth in this Article IV. Executive's obligation to return or destroy materials pursuant to this Section 4.4 shall not relieve Executive of the continuing obligation to maintain the confidentiality of Confidential Information as provided in this Agreement.

Section 4.5 *Defend Trade Secrets Act Notice.* In accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Executive is hereby notified that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the employer's trade secrets to Executive's attorney and use the trade secret information in the court proceeding if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

ARTICLE V — NON-DISPARAGEMENT

Section 5.1 *Executive Non-Disparagement.* During the Restricted Period and for a period of two (2) years following the expiration of the Restricted Period (i.e., through and including July 22, 2030), Executive shall not, directly or indirectly, make, publish, ratify, or endorse any statement, whether written, oral, or electronic (including on any social media platform, blog, podcast, or other public forum), that is disparaging, defamatory, or injurious to the reputation of Parent, any member of the Company Group, or any of their respective officers, directors, managers, general partners, limited partners, employees, or representatives, including without limitation Richard Harrowgate, Priya Deshmukh, and Thomas Eriksen. Executive shall not encourage, assist, or direct any other Person to make any such disparaging or defamatory statement.

Section 5.2 *Company/Parent Non-Disparagement.* During the same period described in Section 5.1 above, Parent and the Company shall instruct their respective senior officers and directors (including any officer at the level of vice president or above and any member of the board of directors or board of managers, as applicable) not to make, publish, ratify, or endorse any statement, whether written, oral, or electronic, that is disparaging, defamatory, or injurious to the reputation of Executive. Parent and the Company shall use commercially reasonable efforts to enforce such instructions; provided, however, that neither Parent nor the Company shall be deemed to have breached this Section 5.2 solely as a result of statements made by any individual officer or director that were not authorized, directed, or ratified by Parent or the Company.

Section 5.3 *Permitted Statements.* Nothing in this Article V shall restrict or prohibit (a) truthful statements made in connection with any legal proceeding, arbitration, mediation, regulatory inquiry, or governmental investigation, (b) truthful statements made in response to a subpoena, civil investigative demand, court order, or similar legal process, (c) good-faith internal business communications made within the Company Group or among the officers, directors, managers, employees, advisors, and representatives of Parent and its Affiliates in the ordinary course of business, or (d) truthful statements required to be made by applicable law, regulation, or the rules of any stock exchange or self-regulatory organization.

ARTICLE VI — ACKNOWLEDGEMENTS

Section 6.1 *Reasonableness of Restrictions.* Executive acknowledges and agrees that:

(a) Executive's role as Chief Executive Officer and Co-Founder of VeloPay Systems, Inc., together with Executive's approximately 14.2% equity ownership of the Company immediately prior to the Merger, provided Executive with access to the most sensitive and valuable Confidential Information and trade secrets of the Company Group, including detailed knowledge of the Company Group's technology, customer relationships, pricing strategies, financial performance, and strategic plans, and that such access gives rise to a legitimate need for the restrictive covenants set forth herein;

(b) the Company Group operates in a highly competitive payments processing and merchant acquiring industry in which the protection of proprietary technology, customer relationships, trade secrets, and goodwill is critical to maintaining competitive advantage and preserving enterprise value;

(c) the Business extends throughout the Restricted Territory, with the Company Group maintaining operational offices in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, and serving customers, merchants, and commercial counterparties across the United States of America, Canada, Portugal, and the broader European Economic Area;

(d) the restrictions set forth in this Agreement — including the three (3)-year Restricted Period, the scope of the Business as defined herein, and the geographic extent of the Restricted Territory — are reasonable and necessary to protect the legitimate business interests of Parent and the Company Group, including the goodwill of the Company acquired by Parent in connection with the $1,900,000,000 Merger, and that such restrictions are no broader than reasonably necessary to achieve such protection;

(e) the consideration received by Executive in connection with the Merger, including Executive's pro rata share of the aggregate merger consideration of $20.00 per share on a fully diluted, as-converted basis, together with the opportunity to make a $14,200,000 rollover investment in the Co-Invest Vehicle and to participate in the future growth and value appreciation of the Company Group, constitutes adequate, independent, and valuable consideration for the covenants and obligations undertaken by Executive in this Agreement; and

(f) the restrictions imposed by this Agreement will not impose undue hardship on Executive, will not prevent Executive from earning a livelihood, and are consistent with the expectations of the Parties in connection with the negotiation and consummation of the Merger.

Section 6.2 *Independent Covenants.* Each restrictive covenant set forth in this Agreement — including, without limitation, the non-competition covenant (Article II), the non-solicitation of customers covenant (Section 3.1), the non-solicitation of suppliers covenant (Section 3.2), the non-solicitation and no-hire of employees covenant (Section 3.3), the non-interference covenant (Section 3.5), the confidentiality obligations (Article IV), and the non-disparagement obligations (Article V) — constitutes an independent and severable covenant that is enforceable independently of each other covenant in this Agreement and independently of any other obligation of any Party under the Merger Agreement, the Rollover Agreement, the Stockholder Representative Agreement, or any other agreement between or among the Parties. The existence of any claim or cause of action by Executive against Parent, the Company, or any member of the Company Group, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant contained herein.

ARTICLE VII — REMEDIES

Section 7.1 *Irreparable Harm; Equitable Relief.* Executive acknowledges and agrees that a breach or threatened breach of any provision of Article II, Article III, Article IV, or Article V of this Agreement would cause irreparable harm to Parent and the Company Group that cannot be adequately compensated by monetary damages alone, and that the harm resulting from such a breach would be difficult or impossible to calculate with precision. Accordingly, in addition to any other remedies available at law or in equity, Parent and each member of the Company Group shall be entitled to seek and obtain temporary restraining orders, preliminary and permanent injunctive relief, and specific performance to enforce the provisions of this Agreement in any court of competent jurisdiction, without the necessity of (a) posting any bond or other security, (b) proving actual damages, or (c) establishing the inadequacy of any remedy at law. Executive hereby consents to the issuance of such equitable relief and waives any requirement for the securing or posting of any bond or other security in connection with such relief.

Section 7.2 *Tolling and Extension.* If Executive breaches any covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to the breached covenant or covenants shall be automatically extended by a period of time equal to the duration of such breach (measured from the date on which the breach commenced to the date on which the breach is permanently cured or enjoined), so that the full benefit of the Restricted Period may be realized by Parent and the Company Group. Executive acknowledges that this tolling provision is reasonable and necessary to preserve the intended duration and protective effect of the restrictive covenants.

Section 7.3 *Monetary Damages.* In addition to the equitable relief described in Section 7.1, Parent and each member of the Company Group shall be entitled to recover all damages (including direct damages, consequential damages, incidental damages, lost profits, diminution in value, and loss of goodwill) arising from or relating to Executive's breach of any provision of this Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses of litigation incurred in connection with such action.

Section 7.4 *Set-Off Rights.* Without limiting any other remedies available to Parent or the Company Group at law or in equity, Parent shall have the right, but not the obligation, to set off any amounts owed by Executive on account of a breach of this Agreement against:

(a) any amounts otherwise payable to Executive under the Merger Agreement (including any deferred consideration, earnout payments, escrow distributions, or adjustment payments), the Stockholder Representative Agreement, or any other agreement between or among Executive and one or more of Parent, the Company, or any member of the Company Group; and

(b) any distributions otherwise payable to Executive in respect of Executive's limited partnership interest in the Co-Invest Vehicle, including any return of capital, profit distributions, or other payments,

in each case to the extent permitted by applicable law and subject to any limitations set forth in the governing documents of the Co-Invest Vehicle. Parent shall provide Executive with written notice of any exercise of set-off rights under this Section 7.4, specifying the amount set off, the basis for such set-off, and the agreement or distribution against which the set-off has been applied. The exercise of set-off rights under this Section 7.4 shall not constitute an election of remedies and shall not preclude Parent or the Company Group from pursuing any other remedy available under this Agreement, at law, or in equity.

ARTICLE VIII — JUDICIAL MODIFICATION / BLUE PENCIL

Section 8.1 *Severability and Reformation.* The Parties intend that the covenants and restrictions contained in this Agreement shall be enforceable to the fullest extent permitted by applicable law. If, however, any provision of this Agreement (or any part thereof) is held by a court of competent jurisdiction to be unenforceable, invalid, or unreasonable in scope, duration, geographic extent, or any other respect, the Parties agree that:

(a) the court shall modify and reform such provision to the minimum extent necessary to render it enforceable under applicable law, and the provision as so modified shall be enforced as modified. Without limiting the generality of the foregoing, the Parties expressly authorize and request the court to "blue-pencil" or reform any provision that is found to be overbroad or excessive with respect to duration, scope of activity, geographic area, or any other dimension, by reducing or narrowing such provision to the maximum extent that would be enforceable under applicable law, rather than declaring the entire provision void or unenforceable; and

(b) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated by such reformation or modification. The unenforceability or invalidity of any provision of this Agreement in any particular jurisdiction shall not render such provision unenforceable or invalid in any other jurisdiction.

Executive and the other Parties acknowledge that the restrictive covenants in this Agreement have been drafted in good faith and are believed to be reasonable and enforceable as written, and that the judicial modification provisions of this Section 8.1 are included solely as an additional safeguard to preserve the enforceability of the Parties' bargain to the greatest extent permitted by law.

ARTICLE IX — TERM AND TERMINATION

Section 9.1 *Term.* This Agreement shall become effective upon the Effective Date (July 22, 2025, at the Effective Time) and shall remain in full force and effect until the later of:

(a) the expiration of the Restricted Period (July 22, 2028) with respect to the non-competition covenants set forth in Article II and the non-solicitation and no-hire covenants set forth in Article III (subject to extension pursuant to Section 7.2 in the event of a breach); and

(b) the last date on which any obligation under this Agreement survives in accordance with the terms hereof, including:

(i) the confidentiality obligations set forth in Article IV, which shall survive indefinitely with respect to information that constitutes a trade secret under applicable law (including the Delaware Uniform Trade Secrets Act) and for a period of five (5) years following the Effective Date (i.e., through and including July 22, 2030) with respect to all other Confidential Information;

(ii) the non-disparagement obligations set forth in Article V, which shall survive through July 22, 2030; and

(iii) all other provisions of this Agreement that by their terms or nature are intended to survive the expiration or termination of the Restricted Period.

Section 9.2 *Survival.* The obligations and provisions set forth in Article IV (Confidentiality), Article V (Non-Disparagement), Article VI (Acknowledgements), Article VII (Remedies), Article VIII (Judicial Modification / Blue Pencil), Article X (General Provisions), and this Section 9.2 shall survive the expiration or termination of the Restricted Period and shall continue in full force and effect in accordance with their respective terms for the periods specified herein or, where no period is specified, indefinitely. The expiration of the Restricted Period shall not relieve Executive of any liability for breaches of this Agreement occurring during the Restricted Period.

ARTICLE X — GENERAL PROVISIONS

Section 10.1 *Governing Law.* This Agreement, and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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 10.2 *Jurisdiction and Venue.* Each Party hereby irrevocably and unconditionally submits 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, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for the adjudication of any action, suit, claim, controversy, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, claim, controversy, or proceeding shall be heard and determined in such courts. Each Party 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 such action, suit, claim, controversy, or proceeding in any such court, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, claim, controversy, or proceeding in any such court. Each Party agrees that a final judgment in any such action, suit, claim, controversy, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.

Section 10.3 *Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY 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 LITIGATION, 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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.*

Section 10.4 *Entire Agreement.* This Agreement, together with the Merger Agreement, the Rollover Agreement, and the Stockholder Representative Agreement (and, in each case, all exhibits, schedules, and annexes thereto), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, relating to the restrictive covenants, non-competition obligations, non-solicitation obligations, confidentiality obligations, and non-disparagement obligations set forth herein. No Party has relied upon any representation or warranty of any other Party that is not expressly set forth in this Agreement in entering into this Agreement.

Section 10.5 *Amendment and Waiver.* This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties against whom enforcement of such waiver is sought. No waiver by any Party of any breach or default hereunder shall constitute a waiver of any subsequent breach or default, whether of the same or any other provision of this Agreement. The failure or delay of any Party to exercise any right or remedy under this Agreement shall not constitute a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 10.6 *Assignment.* Executive may not assign, delegate, or otherwise transfer this Agreement or any of Executive's rights, duties, or obligations hereunder, in whole or in part, without the prior written consent of Parent and the Company, and any purported assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Parent and the Company may assign their respective rights, benefits, and interests under this Agreement, in whole or in part, to any Affiliate of Parent or the Company, or to any successor in interest (whether by merger, consolidation, reorganization, acquisition, sale of all or substantially all of the assets or equity of the Company, or otherwise), without the consent of Executive; provided that any such assignee assumes in writing all obligations of the assigning Party under this Agreement. No assignment shall relieve the assigning Party of its obligations hereunder unless expressly agreed in writing by the non-assigning Parties. Subject to the foregoing restrictions, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 10.7 *Notices.* All notices, demands, requests, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered personally to the intended recipient, (b) on the next business day following deposit with a nationally recognized overnight courier service (with tracking and proof of delivery) for next-business-day delivery, or (c) when sent by electronic mail (with confirmation of receipt by the recipient, which may be by reply electronic mail or by other reasonable means of confirmation), in each case addressed to the applicable Party at the address or electronic mail address set forth below (or at such other address or electronic mail address as such Party may designate by written notice to the other Parties in accordance with this Section 10.7):

If to Executive:

Nathan Aldridge 4712 Westlake Drive Austin, Texas 78746

Email: naldridge@velopay.com

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

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

Attention: Rebecca Thornton-Hayes

Email: rthornton-hayes@wjclaw.com

If to Parent:

Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801

Attention: Priya Deshmukh, Managing Partner

Email: pdeshmukh@harrowgatecapital.com

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

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

Attention: Sandra Tung

Email: stung@calderwoodharkness.com

If to the Company:

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

Attention: General Counsel

Email: legal@velopay.com

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

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

Attention: Sandra Tung

Email: stung@calderwoodharkness.com

Section 10.8 *No Third-Party Beneficiaries.* Except as expressly provided in this Section 10.8, this Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement. Notwithstanding the foregoing, each member of the Company Group (including, without limitation, VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) is hereby designated as, and shall be, an express third-party beneficiary of the covenants and obligations set forth in Articles II, III, IV, and V of this Agreement, with the right to enforce such provisions directly against Executive as if such member of the Company Group were a party to this Agreement.

Section 10.9 *Interpretation.* For purposes of this Agreement: (a) references to "directly or indirectly" include, without limitation, acting through any Affiliate, family member (including any spouse, domestic partner, parent, sibling, child, or other relative of Executive), trust, estate, entity, or any other Person on behalf of, for the benefit of, or at the direction of Executive; (b) the headings and captions in this Agreement are inserted for convenience of reference only and shall not be considered in interpreting or construing any provision hereof; (c) the term "including" (and correlative terms such as "include" and "includes") means "including, without limitation"; (d) references to any statute, rule, or regulation include any amendments, modifications, or successor provisions thereto; (e) references to "$" or "Dollars" mean the lawful currency of the United States of America; (f) references to "days" mean calendar days unless otherwise specified; and (g) the terms "hereof," "herein," "hereby," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof.

Section 10.10 *Counterparts.* This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic mail (including in portable document format (.pdf)) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed effective delivery of a manually executed counterpart of this Agreement. Electronic signatures complying with the federal ESIGN Act, the Uniform Electronic Transactions Act, or any other applicable law shall be valid and binding for all purposes of this Agreement.

Section 10.11 *Expenses.* Except as otherwise expressly provided in this Agreement (including Section 7.3 regarding attorneys' fees in the event of a breach), each Party shall bear its own costs and expenses (including legal fees, accounting fees, and advisory fees) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement.

Section 10.12 *Relationship to Other Agreements.* In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Merger Agreement, (a) the Merger Agreement shall control with respect to the subject matter of the Merger Agreement (including the determination and payment of merger consideration, the treatment of Company equity awards, representations and warranties, indemnification, and other matters expressly addressed therein), and (b) this Agreement shall control with respect to the restrictive covenants, non-competition obligations, non-solicitation obligations, confidentiality obligations, and non-disparagement obligations set forth herein. Nothing in this Agreement shall be construed to diminish, supersede, limit, or otherwise adversely affect Executive's rights under the Rollover Agreement (including Executive's right to maintain his limited partnership interest in the Co-Invest Vehicle and to receive distributions therefrom in accordance with the terms thereof), the Merger Agreement (including Executive's right to receive merger consideration of $20.00 per share on a fully diluted, as-converted basis, subject to the terms and conditions of the Merger Agreement), or the Stockholder Representative Agreement (including Executive's rights and obligations as Stockholder Representative).

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.

EXECUTIVE:

________________________________________

Nathan Aldridge

Date: ________

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Management IV LLC,

its General Partner

By: ________

Name: Priya Deshmukh

Title: Managing Partner

Date: ________

VELOPAY SYSTEMS, INC. (as the Surviving Corporation)

By: ________

Name: Thomas Eriksen

Title: Chief Financial Officer

Date: ________

Signature Page to Non-Competition and Non-Solicitation Agreement

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
by and among
NATHAN ALDRIDGE
HARROWGATE PRIVATE EQUITY FUND IV LP
and
VELOPAY SYSTEMS, INC. (as the Surviving Corporation)
Dated as of July 22, 2025
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered into as of July 22, 2025 (the "Effective Date"), by and among:
(1) Nathan Aldridge, an individual residing in Austin, Texas ("Executive");
(2) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801 ("Parent"); and
(3) VeloPay Systems, Inc., a Delaware corporation (the "Company," and following the Effective Time, the "Surviving Corporation"), with its principal office at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.
Executive, Parent, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties." This Agreement is effective as of the Effective Time of the Merger (as defined in the Merger Agreement referenced below).
RECITALS
WHEREAS:
A. Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company entered into that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Company in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The aggregate merger consideration payable in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), representing Twenty Dollars ($20.00) per share of the Company's common stock on a fully diluted, as-converted basis.
B. Executive is the Chief Executive Officer and Co-Founder of VeloPay Systems, Inc. and, immediately prior to the closing of the Merger, held approximately 14.2% of the outstanding common stock of the Company. By virtue of his role as Chief Executive Officer and Co-Founder, Executive possesses intimate and extensive knowledge of the Company's business, operations, technology, trade secrets, customer and merchant relationships, strategic plans, competitive positioning, and proprietary information relating to the Company's cloud-based payments processing and merchant acquiring platform. Executive is a key member of the Company's senior management team whose continued cooperation, commitment, and adherence to the restrictive covenants set forth herein are material to the preservation and enhancement of the value of the Company's business following the closing of the Merger.
C. In connection with the transactions contemplated by the Merger Agreement, Parent, Harrowgate Velocity Co-Invest LP, a Delaware limited partnership (the "Co-Invest Vehicle"), Executive, and Sonia Reyes-Watkins entered into that certain Rollover Agreement, dated as of March 18, 2025 (the "Rollover Agreement"), pursuant to which Executive is reinvesting Fourteen Million Two Hundred Thousand Dollars ($14,200,000) of his merger proceeds into the Co-Invest Vehicle, the general partner of which is Harrowgate Capital Management IV LLC, a Delaware limited liability company. Executive's rollover investment demonstrates his ongoing alignment of interests with Parent and the Company Group with respect to the continued growth and success of the Business following the Merger.
D. The execution and delivery of this Agreement by Executive is a condition to the obligation of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement. Executive acknowledges that the substantial consideration received by Executive in connection with the Merger — including Executive's share of the aggregate merger consideration of $20.00 per share, the opportunity to participate in the Co-Invest Vehicle through his $14,200,000 rollover investment, and the other benefits to Executive arising from the Merger — constitutes full, adequate, and independent consideration for the covenants and obligations set forth in this Agreement.
E. Executive also serves as the Stockholder Representative under that certain Stockholder Representative Agreement, dated as of March 18, 2025, by and among Parent, the Company, and Nathan Aldridge in his capacity as representative of the pre-closing stockholders of the Company (the "Stockholder Representative Agreement"). The Parties acknowledge and agree that the obligations of Executive under this Agreement are separate from, and in addition to, any obligations arising under Executive's role as Stockholder Representative, and that the performance of or compliance with the obligations of this Agreement is not contingent upon or conditioned by Executive's service as Stockholder Representative.
F. NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated into and made a part of this Agreement), the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" shall include, with respect to Parent, the Company and all of its subsidiaries, and with respect to the Company, Parent, Merger Sub, and each of the Company's direct and indirect subsidiaries, including VeloPay Processing LLC, a Delaware limited liability company, VeloPay Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada, VeloPay Europe Unipessoal Lda., a Portuguese limited liability company (sociedade unipessoal por quotas), VeloPay Fraud intelligence Inc., a Delaware corporation, and PayStream Gateway LLC, a Delaware limited liability company.
"Business" means the design, development, marketing, sale, licensing, or provision of (a) cloud-based or on-premises payments processing services, (b) merchant acquiring services, (c) payment gateway technology or services, (d) fraud detection and prevention services in connection with payment transactions, and (e) analytics platforms or software-as-a-service products primarily related to payment transaction data, in each case as conducted by the Company and its subsidiaries as of the Effective Date and during the twelve (12) months immediately preceding the Effective Date. For the avoidance of doubt, the Business encompasses, without limitation, interchange-plus payment processing, subscription-based SaaS analytics solutions, the Company's proprietary fraud detection suite, and gateway transaction services provided to merchants and other commercial counterparties.
"Closing Date" means July 22, 2025, the date on which the closing of the Merger occurred pursuant to the Merger Agreement.
"Co-Invest Vehicle" means Harrowgate Velocity Co-Invest LP, a Delaware limited partnership, the general partner of which is Harrowgate Capital Management IV LLC.
"Company Group" means the Company (as the Surviving Corporation following the Effective Time) and each of its direct and indirect subsidiaries, including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC, collectively.
"Competitive Enterprise" means any Person (other than a member of the Company Group) that is engaged in, or has concrete plans (as evidenced by board approvals, capital commitments, product development activities, regulatory filings, or similar demonstrable steps) to engage in, any aspect of the Business within the Restricted Territory.
"Confidential Information" has the meaning set forth in Section 4.1 of this Agreement.
"Customer" means any Person who, at any time during the twelve (12) months preceding the Effective Date or at any time during the Restricted Period, is or was a customer, merchant, client, or commercial partner of any member of the Company Group, or with whom any member of the Company Group has engaged in substantive discussions regarding becoming a customer, merchant, client, or commercial partner. The Parties acknowledge that, as of the Effective Date, the Company Group maintains approximately 14,000 or more active merchant relationships across the Restricted Territory, and that the definition of Customer is intended to encompass all such relationships and prospective relationships.
"Effective Date" means July 22, 2025, the date of this Agreement, which coincides with the Closing Date.
"Effective Time" has the meaning ascribed to such term in the Merger Agreement (i.e., the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or such later time as is specified in such Certificate of Merger).
"Key Employee" means any individual who (a) is or was employed by, or engaged as an independent contractor of, any member of the Company Group at any time during the twelve (12) months preceding the relevant solicitation, recruitment, or hiring activity, and (b) holds or held a position at the level of director, vice president, senior vice president, executive vice president, or any officer-level or above position within the Company Group's organizational structure, or possesses or possessed specialized technical, engineering, product development, data science, or sales skills that are material to the conduct of the Business.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 18, 2025, by and among Parent, Merger Sub, and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Parent" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership.
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, trust, unincorporated organization, governmental authority or agency, or other entity or body of any kind.
"Restricted Period" means the period commencing on the Effective Date and ending on the third (3rd) anniversary of the Effective Date (i.e., the period from July 22, 2025, through and including July 22, 2028).
"Restricted Territory" means (a) the United States of America, including all fifty (50) states and the District of Columbia, (b) Canada, and (c) Portugal and the member states of the European Economic Area, in each case being the territories in which the Company Group conducts business, has customers or merchants, or has operations as of the Effective Date. The Parties acknowledge that the Company Group maintains operational offices in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, and that the Company Group's merchant relationships and customer base extend throughout the Restricted Territory.
"Rollover Agreement" means that certain Rollover Agreement, dated as of March 18, 2025, by and among Parent, the Co-Invest Vehicle, Nathan Aldridge, and Sonia Reyes-Watkins.
"Stockholder Representative Agreement" means that certain Stockholder Representative Agreement, dated as of March 18, 2025, by and among Parent, the Company, and Nathan Aldridge, in his capacity as representative of the pre-closing stockholders of the Company.
"Supplier" means any Person who is or was a material vendor, service provider, licensor, payment network partner (including Pinnacle Enterprises, Hollowell Partners LLC, Pinnacle Partners LLC, Discover, and any other applicable card network), acquiring bank sponsor, or other material supplier to any member of the Company Group at any time during the twelve (12) months preceding the Effective Date.
ARTICLE II — NON-COMPETITION
Section 2.1 *Non-Competition Covenant.* During the Restricted Period, Executive shall not, directly or indirectly, whether as an owner, operator, manager, employee, officer, director, partner, member, consultant, advisor, agent, independent contractor, investor, lender, guarantor, licensee, franchisor, franchisee, or in any other capacity whatsoever:
(a) engage in, own, manage, operate, control, participate in, consult with, render services for, or in any other manner be connected with, the Business within the Restricted Territory;
(b) establish, form, organize, or incorporate a Competitive Enterprise, or assist any Person in establishing, forming, organizing, or incorporating a Competitive Enterprise, anywhere within the Restricted Territory;
(c) plan for, prepare to undertake, or take any preparatory steps toward engaging in any activity that, if consummated, would constitute a violation of clause (a) or clause (b) of this Section 2.1, or assist any other Person in planning for, preparing to undertake, or taking any preparatory steps toward any such activity; or
(d) encourage, facilitate, or induce any other Person to engage in any of the foregoing activities on behalf of or for the benefit of Executive.
The restrictions set forth in this Section 2.1 apply regardless of whether Executive would be acting for Executive's own account or for the account of any other Person, and regardless of the form of compensation (monetary or otherwise) that Executive would receive or expect to receive in connection with such activity.
Section 2.2 *Permitted Activities; Exceptions.* Notwithstanding the provisions of Section 2.1, the following activities shall not constitute a violation of this Article II:
(a) Passive Investment Exception. Executive may own, directly or indirectly, equity securities of any publicly traded company whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Executive's aggregate holdings in such company do not exceed two percent (2%) of the total outstanding equity securities of any single class of such company, and provided further that Executive does not otherwise participate in, or have any role in, the management, operations, governance, or strategic direction of such company.
(b) Pre-Approved Fund Investments. Executive may hold passive, non-controlling limited partner or similar interests in one or more venture capital funds, private equity funds, or similar collective investment vehicles that may, in the ordinary course of their investment activities, invest in entities that compete with one or more members of the Company Group, provided that (i) Executive does not participate in, influence, or direct investment decisions of such fund or vehicle specifically relating to Competitive Enterprises, (ii) Executive does not provide advisory, consulting, or management services to any Competitive Enterprise held by such fund or vehicle, and (iii) Executive's aggregate capital commitment to any single such fund or vehicle does not exceed five percent (5%) of such fund's or vehicle's total capital commitments.
(c) Co-Invest Vehicle Participation. Nothing in this Agreement shall restrict Executive's participation in the Co-Invest Vehicle or Executive's exercise of any rights, or performance of any obligations, arising under the Rollover Agreement or the governing documents of the Co-Invest Vehicle, including Executive's right to receive distributions from the Co-Invest Vehicle in accordance with the terms thereof.
(d) Charitable and Academic Activities. Executive may engage in charitable, educational, civic, philanthropic, or community service activities, including service on the board of directors or advisory board of a nonprofit organization, educational institution, or charitable foundation, provided that such activities do not compete with the Business and are not undertaken as a means to circumvent the restrictions of this Article II.
(e) Parent-Approved Activities. Executive may engage in any activity that is expressly approved in advance in writing by Parent, acting through Priya Deshmukh, Managing Partner, Fund IV, or her written designee. Any such approval may be granted, conditioned, or withheld in Parent's sole and absolute discretion and, once granted, may be revoked by Parent upon thirty (30) days' prior written notice to Executive, except to the extent Executive has made binding commitments in reliance upon such approval that cannot reasonably be unwound within such thirty (30)-day period.
Section 2.3 *No Diversion of Business Opportunities.* During the Restricted Period, Executive shall not divert, or attempt to divert, any business opportunity related to the Business away from any member of the Company Group, whether for Executive's own account or for the benefit of any other Person. Without limiting the generality of the foregoing, Executive shall not refer, direct, or recommend any Customer or prospective Customer to any Competitive Enterprise for any services that are within the scope of the Business.
ARTICLE III — NON-SOLICITATION AND NO-HIRE
Section 3.1 *Non-Solicitation of Customers.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, induce, encourage, or attempt to solicit, induce, or encourage any Customer to:
(a) cease, reduce, limit, or otherwise curtail doing business with any member of the Company Group;
(b) divert, redirect, or transfer any business or revenue from any member of the Company Group to any other Person, including any Competitive Enterprise; or
(c) engage a Competitive Enterprise for products or services that are similar to, competitive with, or substitutable for any products or services offered by any member of the Company Group as part of the Business.
The restrictions set forth in this Section 3.1 apply regardless of whether Executive initiates such contact or whether the Customer contacts Executive, and regardless of whether the solicitation or inducement is successful.
Section 3.2 *Non-Solicitation of Suppliers.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, induce, encourage, or attempt to solicit, induce, or encourage any Supplier to cease, reduce, or materially alter its business relationship with any member of the Company Group in a manner that is adverse to the interests of the Company Group, including by increasing pricing, reducing service levels, terminating contractual arrangements, or declining to renew existing agreements with any member of the Company Group. For the avoidance of doubt, this restriction includes any actions directed at payment network partners, acquiring bank sponsors, and technology licensors that provide services or infrastructure material to the Company Group's payments processing operations.
Section 3.3 *Non-Solicitation and No-Hire of Employees.* During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person:
(a) solicit, recruit, induce, encourage, or attempt to solicit, recruit, induce, or encourage any Key Employee to leave the employ or engagement of any member of the Company Group, or to accept employment or engagement with Executive or any other Person;
(b) hire, engage, retain, or enter into any employment, consulting, independent contractor, or similar arrangement with any Key Employee; or
(c) hire, engage, retain, or enter into any employment, consulting, independent contractor, or similar arrangement with any individual who was a Key Employee at any time during the six (6) months immediately preceding such hiring or engagement.
For the avoidance of doubt, the restrictions set forth in this Section 3.3 apply irrespective of whether Executive personally initiates the contact with the Key Employee or whether the Key Employee contacts Executive on his or her own initiative.
Section 3.4 *Exceptions to Non-Solicitation of Employees.* The restrictions set forth in Section 3.3 shall not apply to the following:
(a) General Solicitations. General solicitations of employment published in newspapers, trade journals, professional publications, or posted on public internet job boards or social media platforms (including Westmark Health IT job postings, Indeed, Penmark Technologies, and similar platforms), in each case that are not specifically directed at, or specifically designed to target, Key Employees of the Company Group;
(b) Involuntarily Terminated Employees. Any Key Employee who was involuntarily terminated by any member of the Company Group (other than for cause, as determined by the terminating member of the Company Group) at least six (6) months prior to any solicitation, recruitment, or hiring activity by Executive directed at such individual; and
(c) Actions at the Direction of the Company Group. Actions taken by Executive at the express written request or direction of Parent, the Company, or any other member of the Company Group in connection with the operations or management of the Company Group.
Section 3.5 *Non-Interference with Business Relationships.* During the Restricted Period, Executive shall not, directly or indirectly, interfere or attempt to interfere with the business relationships between any member of the Company Group and any Customer, Supplier, payment network partner, acquiring bank sponsor, technology licensor, strategic alliance partner, or other commercial counterparty of any member of the Company Group. This prohibition includes, without limitation, any action taken by Executive that is designed to, or that has the effect of, damaging, disrupting, or prejudicing any such business relationship, whether or not such action constitutes a solicitation within the meaning of Sections 3.1 or 3.2 of this Agreement.
ARTICLE IV — CONFIDENTIALITY
Section 4.1 *Definition of Confidential Information. "Confidential Information*" means all non-public, proprietary, or confidential information of the Company Group, Parent, or their respective Affiliates, in whatever form or medium (whether written, oral, electronic, visual, or otherwise), that has been disclosed to, developed by, or obtained by Executive at any time before, on, or after the Effective Date, including but not limited to the following categories of information:
(a) trade secrets, proprietary technology, source code, object code, software algorithms, machine learning models, system architecture, and technical documentation, including all information relating to VeloPay's cloud-native payments processing platform, its payment gateway infrastructure, and its proprietary fraud detection and prevention systems;
(b) customer lists, merchant data, payment volumes (the Parties acknowledge that the Company Group processes approximately Eighty-Seven Billion Dollars ($87,000,000,000) in annualized gross payment volume across more than 14,000 active merchant relationships), pricing and fee information, discount rates, interchange arrangements, contract terms, and commercial proposals;
(c) financial information, including revenue (the Company generated approximately Four Hundred Twelve Million Three Hundred Thousand Dollars ($412,300,000) in revenue for fiscal year 2024), EBITDA (the Company generated approximately Ninety-Eight Million One Hundred Thousand Dollars ($98,100,000) in EBITDA for fiscal year 2024), projections, forecasts, budgets, cost structures, capital expenditure plans, and strategic financial plans;
(d) product development plans, product roadmaps, research and development activities, beta testing programs, and pipeline product and feature specifications, including those relating to the Company's fraud detection and analytics SaaS suite and next-generation payment processing capabilities;
(e) employee compensation structures, personnel records, organizational charts, hiring plans, retention strategies, and information regarding key talent;
(f) information regarding the Company's intellectual property portfolio, including patents, patent applications, trademarks, trademark applications, copyrights, trade secrets, and licensing arrangements;
(g) marketing strategies, business development plans, competitive analyses, merger and acquisition pipelines, and strategic partnership discussions;
(h) information disclosed to Executive in his capacity as Stockholder Representative under the Stockholder Representative Agreement, to the extent such information constitutes non-public information of the Company Group or Parent;
(i) information relating to regulatory compliance, government investigations or inquiries, litigation strategies, and legal proceedings involving any member of the Company Group; and
(j) any information that has been marked, identified, or designated (whether orally at the time of disclosure or in writing) as confidential, proprietary, or trade secret by any member of the Company Group, Parent, or their Affiliates.
Notwithstanding the foregoing, "Confidential Information" shall not include information that:
(i) is or becomes generally available to the public other than as a result of a disclosure by Executive in violation of this Agreement or any other confidentiality obligation owed by Executive;
(ii) was lawfully in Executive's possession on a non-confidential basis prior to its disclosure to Executive by any member of the Company Group or Parent, as evidenced by Executive's contemporaneous written records;
(iii) is received by Executive on a non-confidential basis from a third-party source that, to Executive's knowledge, is not bound by a confidentiality obligation to any member of the Company Group, Parent, or their Affiliates with respect to such information; or
(iv) is independently developed by Executive without reference to, use of, or reliance upon any Confidential Information, as evidenced by Executive's contemporaneous written records.
Section 4.2 *Non-Disclosure Obligation.* Executive shall not, at any time during the Restricted Period or thereafter, directly or indirectly, use, disclose, publish, disseminate, communicate, or otherwise make available to any Person any Confidential Information for any purpose whatsoever, other than as expressly required in connection with (a) Executive's authorized activities on behalf of or for the benefit of the Company Group, (b) Executive's rights and obligations relating to the Co-Invest Vehicle (solely to the extent necessary for the exercise of such rights or performance of such obligations), or (c) Executive's service as Stockholder Representative under the Stockholder Representative Agreement (solely to the extent necessary for the performance of such role). Executive shall exercise at least the same degree of care to protect Confidential Information as Executive would exercise with respect to Executive's own most valuable proprietary information, and in no event less than a reasonable degree of care.
Section 4.3 *Legally Compelled Disclosure.* In the event that Executive is or becomes legally compelled (by subpoena, civil investigative demand, court order, regulatory request, governmental investigation, deposition notice, or similar legal process) to disclose any Confidential Information, Executive shall provide Parent and the Company with prompt written notice thereof (to the extent legally permitted and practicable) so that Parent and the Company may seek a protective order, a motion to quash, or other appropriate remedy to prevent or limit such disclosure. Executive shall cooperate fully with Parent and the Company in connection with any such efforts, at Parent's expense. If, in the absence of a protective order or other remedy, Executive is nonetheless legally compelled to disclose Confidential Information, Executive shall disclose only such portion of the Confidential Information as is, in the written opinion of Executive's legal counsel, legally required to be disclosed, and Executive shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the Confidential Information so disclosed.
Section 4.4 *Return of Materials.* Upon the Effective Date and at any time thereafter upon the written request of Parent or the Company, Executive shall promptly return to the Company, or destroy (and certify such destruction in a written instrument delivered to the Company), all documents, records, data, files, correspondence, memoranda, notes, presentations, reports, analyses, compilations, studies, databases, and other materials (in any format, including paper, electronic, magnetic, or optical media) containing or reflecting Confidential Information that are in Executive's possession, custody, or control, including all copies, excerpts, summaries, and derivative works thereof. Notwithstanding the foregoing, Executive may retain (i) such documents and materials as are reasonably necessary for the performance of Executive's obligations as Stockholder Representative under the Stockholder Representative Agreement, (ii) copies of documents and materials reasonably necessary for Executive's personal tax compliance and tax return preparation purposes, and (iii) copies of any documents or materials that Executive is required by applicable law or regulation to retain, in each case subject to the ongoing confidentiality obligations set forth in this Article IV. Executive's obligation to return or destroy materials pursuant to this Section 4.4 shall not relieve Executive of the continuing obligation to maintain the confidentiality of Confidential Information as provided in this Agreement.
Section 4.5 *Defend Trade Secrets Act Notice.* In accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Executive is hereby notified that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the employer's trade secrets to Executive's attorney and use the trade secret information in the court proceeding if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.
ARTICLE V — NON-DISPARAGEMENT
Section 5.1 *Executive Non-Disparagement.* During the Restricted Period and for a period of two (2) years following the expiration of the Restricted Period (i.e., through and including July 22, 2030), Executive shall not, directly or indirectly, make, publish, ratify, or endorse any statement, whether written, oral, or electronic (including on any social media platform, blog, podcast, or other public forum), that is disparaging, defamatory, or injurious to the reputation of Parent, any member of the Company Group, or any of their respective officers, directors, managers, general partners, limited partners, employees, or representatives, including without limitation Richard Harrowgate, Priya Deshmukh, and Thomas Eriksen. Executive shall not encourage, assist, or direct any other Person to make any such disparaging or defamatory statement.
Section 5.2 *Company/Parent Non-Disparagement.* During the same period described in Section 5.1 above, Parent and the Company shall instruct their respective senior officers and directors (including any officer at the level of vice president or above and any member of the board of directors or board of managers, as applicable) not to make, publish, ratify, or endorse any statement, whether written, oral, or electronic, that is disparaging, defamatory, or injurious to the reputation of Executive. Parent and the Company shall use commercially reasonable efforts to enforce such instructions; provided, however, that neither Parent nor the Company shall be deemed to have breached this Section 5.2 solely as a result of statements made by any individual officer or director that were not authorized, directed, or ratified by Parent or the Company.
Section 5.3 *Permitted Statements.* Nothing in this Article V shall restrict or prohibit (a) truthful statements made in connection with any legal proceeding, arbitration, mediation, regulatory inquiry, or governmental investigation, (b) truthful statements made in response to a subpoena, civil investigative demand, court order, or similar legal process, (c) good-faith internal business communications made within the Company Group or among the officers, directors, managers, employees, advisors, and representatives of Parent and its Affiliates in the ordinary course of business, or (d) truthful statements required to be made by applicable law, regulation, or the rules of any stock exchange or self-regulatory organization.
ARTICLE VI — ACKNOWLEDGEMENTS
Section 6.1 *Reasonableness of Restrictions.* Executive acknowledges and agrees that:
(a) Executive's role as Chief Executive Officer and Co-Founder of VeloPay Systems, Inc., together with Executive's approximately 14.2% equity ownership of the Company immediately prior to the Merger, provided Executive with access to the most sensitive and valuable Confidential Information and trade secrets of the Company Group, including detailed knowledge of the Company Group's technology, customer relationships, pricing strategies, financial performance, and strategic plans, and that such access gives rise to a legitimate need for the restrictive covenants set forth herein;
(b) the Company Group operates in a highly competitive payments processing and merchant acquiring industry in which the protection of proprietary technology, customer relationships, trade secrets, and goodwill is critical to maintaining competitive advantage and preserving enterprise value;
(c) the Business extends throughout the Restricted Territory, with the Company Group maintaining operational offices in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, and serving customers, merchants, and commercial counterparties across the United States of America, Canada, Portugal, and the broader European Economic Area;
(d) the restrictions set forth in this Agreement — including the three (3)-year Restricted Period, the scope of the Business as defined herein, and the geographic extent of the Restricted Territory — are reasonable and necessary to protect the legitimate business interests of Parent and the Company Group, including the goodwill of the Company acquired by Parent in connection with the $1,900,000,000 Merger, and that such restrictions are no broader than reasonably necessary to achieve such protection;
(e) the consideration received by Executive in connection with the Merger, including Executive's pro rata share of the aggregate merger consideration of $20.00 per share on a fully diluted, as-converted basis, together with the opportunity to make a $14,200,000 rollover investment in the Co-Invest Vehicle and to participate in the future growth and value appreciation of the Company Group, constitutes adequate, independent, and valuable consideration for the covenants and obligations undertaken by Executive in this Agreement; and
(f) the restrictions imposed by this Agreement will not impose undue hardship on Executive, will not prevent Executive from earning a livelihood, and are consistent with the expectations of the Parties in connection with the negotiation and consummation of the Merger.
Section 6.2 *Independent Covenants.* Each restrictive covenant set forth in this Agreement — including, without limitation, the non-competition covenant (Article II), the non-solicitation of customers covenant (Section 3.1), the non-solicitation of suppliers covenant (Section 3.2), the non-solicitation and no-hire of employees covenant (Section 3.3), the non-interference covenant (Section 3.5), the confidentiality obligations (Article IV), and the non-disparagement obligations (Article V) — constitutes an independent and severable covenant that is enforceable independently of each other covenant in this Agreement and independently of any other obligation of any Party under the Merger Agreement, the Rollover Agreement, the Stockholder Representative Agreement, or any other agreement between or among the Parties. The existence of any claim or cause of action by Executive against Parent, the Company, or any member of the Company Group, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant contained herein.
ARTICLE VII — REMEDIES
Section 7.1 *Irreparable Harm; Equitable Relief.* Executive acknowledges and agrees that a breach or threatened breach of any provision of Article II, Article III, Article IV, or Article V of this Agreement would cause irreparable harm to Parent and the Company Group that cannot be adequately compensated by monetary damages alone, and that the harm resulting from such a breach would be difficult or impossible to calculate with precision. Accordingly, in addition to any other remedies available at law or in equity, Parent and each member of the Company Group shall be entitled to seek and obtain temporary restraining orders, preliminary and permanent injunctive relief, and specific performance to enforce the provisions of this Agreement in any court of competent jurisdiction, without the necessity of (a) posting any bond or other security, (b) proving actual damages, or (c) establishing the inadequacy of any remedy at law. Executive hereby consents to the issuance of such equitable relief and waives any requirement for the securing or posting of any bond or other security in connection with such relief.
Section 7.2 *Tolling and Extension.* If Executive breaches any covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to the breached covenant or covenants shall be automatically extended by a period of time equal to the duration of such breach (measured from the date on which the breach commenced to the date on which the breach is permanently cured or enjoined), so that the full benefit of the Restricted Period may be realized by Parent and the Company Group. Executive acknowledges that this tolling provision is reasonable and necessary to preserve the intended duration and protective effect of the restrictive covenants.
Section 7.3 *Monetary Damages.* In addition to the equitable relief described in Section 7.1, Parent and each member of the Company Group shall be entitled to recover all damages (including direct damages, consequential damages, incidental damages, lost profits, diminution in value, and loss of goodwill) arising from or relating to Executive's breach of any provision of this Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses of litigation incurred in connection with such action.
Section 7.4 *Set-Off Rights.* Without limiting any other remedies available to Parent or the Company Group at law or in equity, Parent shall have the right, but not the obligation, to set off any amounts owed by Executive on account of a breach of this Agreement against:
(a) any amounts otherwise payable to Executive under the Merger Agreement (including any deferred consideration, earnout payments, escrow distributions, or adjustment payments), the Stockholder Representative Agreement, or any other agreement between or among Executive and one or more of Parent, the Company, or any member of the Company Group; and
(b) any distributions otherwise payable to Executive in respect of Executive's limited partnership interest in the Co-Invest Vehicle, including any return of capital, profit distributions, or other payments,
in each case to the extent permitted by applicable law and subject to any limitations set forth in the governing documents of the Co-Invest Vehicle. Parent shall provide Executive with written notice of any exercise of set-off rights under this Section 7.4, specifying the amount set off, the basis for such set-off, and the agreement or distribution against which the set-off has been applied. The exercise of set-off rights under this Section 7.4 shall not constitute an election of remedies and shall not preclude Parent or the Company Group from pursuing any other remedy available under this Agreement, at law, or in equity.
ARTICLE VIII — JUDICIAL MODIFICATION / BLUE PENCIL
Section 8.1 *Severability and Reformation.* The Parties intend that the covenants and restrictions contained in this Agreement shall be enforceable to the fullest extent permitted by applicable law. If, however, any provision of this Agreement (or any part thereof) is held by a court of competent jurisdiction to be unenforceable, invalid, or unreasonable in scope, duration, geographic extent, or any other respect, the Parties agree that:
(a) the court shall modify and reform such provision to the minimum extent necessary to render it enforceable under applicable law, and the provision as so modified shall be enforced as modified. Without limiting the generality of the foregoing, the Parties expressly authorize and request the court to "blue-pencil" or reform any provision that is found to be overbroad or excessive with respect to duration, scope of activity, geographic area, or any other dimension, by reducing or narrowing such provision to the maximum extent that would be enforceable under applicable law, rather than declaring the entire provision void or unenforceable; and
(b) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated by such reformation or modification. The unenforceability or invalidity of any provision of this Agreement in any particular jurisdiction shall not render such provision unenforceable or invalid in any other jurisdiction.
Executive and the other Parties acknowledge that the restrictive covenants in this Agreement have been drafted in good faith and are believed to be reasonable and enforceable as written, and that the judicial modification provisions of this Section 8.1 are included solely as an additional safeguard to preserve the enforceability of the Parties' bargain to the greatest extent permitted by law.
ARTICLE IX — TERM AND TERMINATION
Section 9.1 *Term.* This Agreement shall become effective upon the Effective Date (July 22, 2025, at the Effective Time) and shall remain in full force and effect until the later of:
(a) the expiration of the Restricted Period (July 22, 2028) with respect to the non-competition covenants set forth in Article II and the non-solicitation and no-hire covenants set forth in Article III (subject to extension pursuant to Section 7.2 in the event of a breach); and
(b) the last date on which any obligation under this Agreement survives in accordance with the terms hereof, including:
(i) the confidentiality obligations set forth in Article IV, which shall survive indefinitely with respect to information that constitutes a trade secret under applicable law (including the Delaware Uniform Trade Secrets Act) and for a period of five (5) years following the Effective Date (i.e., through and including July 22, 2030) with respect to all other Confidential Information;
(ii) the non-disparagement obligations set forth in Article V, which shall survive through July 22, 2030; and
(iii) all other provisions of this Agreement that by their terms or nature are intended to survive the expiration or termination of the Restricted Period.
Section 9.2 *Survival.* The obligations and provisions set forth in Article IV (Confidentiality), Article V (Non-Disparagement), Article VI (Acknowledgements), Article VII (Remedies), Article VIII (Judicial Modification / Blue Pencil), Article X (General Provisions), and this Section 9.2 shall survive the expiration or termination of the Restricted Period and shall continue in full force and effect in accordance with their respective terms for the periods specified herein or, where no period is specified, indefinitely. The expiration of the Restricted Period shall not relieve Executive of any liability for breaches of this Agreement occurring during the Restricted Period.
ARTICLE X — GENERAL PROVISIONS
Section 10.1 *Governing Law.* This Agreement, and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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 10.2 *Jurisdiction and Venue.* Each Party hereby irrevocably and unconditionally submits 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, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for the adjudication of any action, suit, claim, controversy, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, claim, controversy, or proceeding shall be heard and determined in such courts. Each Party 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 such action, suit, claim, controversy, or proceeding in any such court, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, claim, controversy, or proceeding in any such court. Each Party agrees that a final judgment in any such action, suit, claim, controversy, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.
Section 10.3 *Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY 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 LITIGATION, 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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.*
Section 10.4 *Entire Agreement.* This Agreement, together with the Merger Agreement, the Rollover Agreement, and the Stockholder Representative Agreement (and, in each case, all exhibits, schedules, and annexes thereto), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, relating to the restrictive covenants, non-competition obligations, non-solicitation obligations, confidentiality obligations, and non-disparagement obligations set forth herein. No Party has relied upon any representation or warranty of any other Party that is not expressly set forth in this Agreement in entering into this Agreement.
Section 10.5 *Amendment and Waiver.* This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties against whom enforcement of such waiver is sought. No waiver by any Party of any breach or default hereunder shall constitute a waiver of any subsequent breach or default, whether of the same or any other provision of this Agreement. The failure or delay of any Party to exercise any right or remedy under this Agreement shall not constitute a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
Section 10.6 *Assignment.* Executive may not assign, delegate, or otherwise transfer this Agreement or any of Executive's rights, duties, or obligations hereunder, in whole or in part, without the prior written consent of Parent and the Company, and any purported assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Parent and the Company may assign their respective rights, benefits, and interests under this Agreement, in whole or in part, to any Affiliate of Parent or the Company, or to any successor in interest (whether by merger, consolidation, reorganization, acquisition, sale of all or substantially all of the assets or equity of the Company, or otherwise), without the consent of Executive; provided that any such assignee assumes in writing all obligations of the assigning Party under this Agreement. No assignment shall relieve the assigning Party of its obligations hereunder unless expressly agreed in writing by the non-assigning Parties. Subject to the foregoing restrictions, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
Section 10.7 *Notices.* All notices, demands, requests, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered personally to the intended recipient, (b) on the next business day following deposit with a nationally recognized overnight courier service (with tracking and proof of delivery) for next-business-day delivery, or (c) when sent by electronic mail (with confirmation of receipt by the recipient, which may be by reply electronic mail or by other reasonable means of confirmation), in each case addressed to the applicable Party at the address or electronic mail address set forth below (or at such other address or electronic mail address as such Party may designate by written notice to the other Parties in accordance with this Section 10.7):
If to Executive:
Nathan Aldridge 4712 Westlake Drive Austin, Texas 78746
Email: naldridge@velopay.com
With a copy (which shall not constitute notice) to:
Whitford Jessup & Crane LLP 600 Congress Avenue, Suite 2400 Austin, Texas 78701
Attention: Rebecca Thornton-Hayes
Email: rthornton-hayes@wjclaw.com
If to Parent:
Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801
Attention: Priya Deshmukh, Managing Partner
Email: pdeshmukh@harrowgatecapital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to the Company:
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Attention: General Counsel
Email: legal@velopay.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
Section 10.8 *No Third-Party Beneficiaries.* Except as expressly provided in this Section 10.8, this Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement. Notwithstanding the foregoing, each member of the Company Group (including, without limitation, VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) is hereby designated as, and shall be, an express third-party beneficiary of the covenants and obligations set forth in Articles II, III, IV, and V of this Agreement, with the right to enforce such provisions directly against Executive as if such member of the Company Group were a party to this Agreement.
Section 10.9 *Interpretation.* For purposes of this Agreement: (a) references to "directly or indirectly" include, without limitation, acting through any Affiliate, family member (including any spouse, domestic partner, parent, sibling, child, or other relative of Executive), trust, estate, entity, or any other Person on behalf of, for the benefit of, or at the direction of Executive; (b) the headings and captions in this Agreement are inserted for convenience of reference only and shall not be considered in interpreting or construing any provision hereof; (c) the term "including" (and correlative terms such as "include" and "includes") means "including, without limitation"; (d) references to any statute, rule, or regulation include any amendments, modifications, or successor provisions thereto; (e) references to "$" or "Dollars" mean the lawful currency of the United States of America; (f) references to "days" mean calendar days unless otherwise specified; and (g) the terms "hereof," "herein," "hereby," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof.
Section 10.10 *Counterparts.* This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic mail (including in portable document format (.pdf)) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed effective delivery of a manually executed counterpart of this Agreement. Electronic signatures complying with the federal ESIGN Act, the Uniform Electronic Transactions Act, or any other applicable law shall be valid and binding for all purposes of this Agreement.
Section 10.11 *Expenses.* Except as otherwise expressly provided in this Agreement (including Section 7.3 regarding attorneys' fees in the event of a breach), each Party shall bear its own costs and expenses (including legal fees, accounting fees, and advisory fees) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement.
Section 10.12 *Relationship to Other Agreements.* In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Merger Agreement, (a) the Merger Agreement shall control with respect to the subject matter of the Merger Agreement (including the determination and payment of merger consideration, the treatment of Company equity awards, representations and warranties, indemnification, and other matters expressly addressed therein), and (b) this Agreement shall control with respect to the restrictive covenants, non-competition obligations, non-solicitation obligations, confidentiality obligations, and non-disparagement obligations set forth herein. Nothing in this Agreement shall be construed to diminish, supersede, limit, or otherwise adversely affect Executive's rights under the Rollover Agreement (including Executive's right to maintain his limited partnership interest in the Co-Invest Vehicle and to receive distributions therefrom in accordance with the terms thereof), the Merger Agreement (including Executive's right to receive merger consideration of $20.00 per share on a fully diluted, as-converted basis, subject to the terms and conditions of the Merger Agreement), or the Stockholder Representative Agreement (including Executive's rights and obligations as Stockholder Representative).
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.
EXECUTIVE:
________________________________________
Nathan Aldridge
Date: ________
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: ________
VELOPAY SYSTEMS, INC. (as the Surviving Corporation)
By: ________
Name: Thomas Eriksen
Title: Chief Financial Officer
Date: ________
Signature Page to Non-Competition and Non-Solicitation Agreement

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

NATHAN ALDRIDGE

HARROWGATE PRIVATE EQUITY FUND IV LP

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

WHEREAS:

EXECUTIVE:

HARROWGATE PRIVATE EQUITY FUND IV LP

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