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

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Dated as of July 22, 2025

among

SONIA REYES-WATKINS

VELOPAY SYSTEMS, INC.

and

HARROWGATE PRIVATE EQUITY FUND IV LP

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of July 22, 2025 (effective as of the Closing, as defined below), by and among:

(1) Sonia Reyes-Watkins, an individual residing in Austin, Texas (the "Restricted Party");

(2) VeloPay Systems, Inc., a Delaware corporation, as the Surviving Corporation following the Merger (as defined below), with its principal offices at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759 (the "Company"); and

(3) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal offices at 300 King Street, Suite 4200, Wilmington, Delaware 19801 ("Parent").

The Restricted Party, the Company, and Parent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc. entered into that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as it 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, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"), for aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000) (representing $20.00 per share on a fully diluted basis);

WHEREAS, the Restricted Party is the Chief Technology Officer and Co-Founder of VeloPay Systems, Inc., holds approximately 9.7% of the outstanding VeloPay common stock as of immediately prior to the effective time of the Merger, and is a key employee and significant stockholder of the Company whose continued cooperation and compliance with the restrictive covenants set forth herein are material to the value of the Company and the transactions contemplated by the Merger Agreement;

WHEREAS, the Restricted Party, Parent, Harrowgate Velocity Co-Invest LP, a Delaware limited partnership (the "Co-Invest Vehicle"), Nathan Aldridge, and the Restricted Party entered into that certain Rollover Agreement, dated as of March 18, 2025 (the "Rollover Agreement"), pursuant to which the Restricted Party is reinvesting Nine Million Seven Hundred Thousand Dollars ($9,700,000) of her merger proceeds into the Co-Invest Vehicle, thereby maintaining an ongoing economic interest in the Company's business following the consummation of the Merger;

WHEREAS, as a condition to and in consideration of the consummation of the Merger, the payment of the merger consideration to the Restricted Party, and the opportunity to participate in the Co-Invest Vehicle, the Restricted Party has agreed to enter into this Agreement;

WHEREAS, the Restricted Party acknowledges that she possesses extensive knowledge of the Company's proprietary technology, trade secrets, business strategies, customer relationships, and Confidential Information (as defined below), including without limitation knowledge related to the Company's cloud-based payments processing platform, its proprietary fraud detection suite, its merchant acquiring technology, its payment gateway infrastructure, and the commercially sensitive details of its relationships with approximately 14,000 merchants and the processing of approximately $87 billion in annualized gross payment volume, and that the restrictions set forth herein are necessary to protect the legitimate business interests of the Company and Parent; and

WHEREAS, the Restricted Party acknowledges that the Merger Agreement requires the execution and delivery of this Agreement by the Restricted Party as a condition to the Closing (as defined in the Merger Agreement), and that the consideration described herein is adequate and sufficient to support the obligations undertaken by the Restricted Party hereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the merger consideration payable to the Restricted Party in connection with the Merger, the opportunity to participate in the Co-Invest Vehicle, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 herein shall have the meanings ascribed to them in the Merger Agreement.

(a) "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "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 and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Without limiting the foregoing, "Affiliates" of Parent shall include the Company, Harrowgate Capital Management IV LLC (as general partner of Parent), and each of their respective controlled entities, and "Affiliates" of the Company shall include Parent and all subsidiaries of the Company, including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC.

(b) "Business" means the development, operation, marketing, licensing, or sale of (i) cloud-based or on-premise payments processing platforms, (ii) merchant acquiring services, (iii) payment gateway technology, (iv) fraud detection and analytics products or services for the payments industry, and (v) any other business in which the Company and its subsidiaries are engaged as of the Closing Date or were engaged at any time during the twelve (12) months prior to the Closing Date. For the avoidance of doubt, the "Business" specifically encompasses the activities conducted by VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC, VeloPay Canada Inc., and VeloPay Europe Unipessoal Lda. as of the Closing Date. A more detailed description of the business lines constituting the "Business" is set forth on Exhibit A attached hereto and incorporated herein by reference.

(d) "Closing Date" means July 22, 2025.

(e) "Co-Invest Vehicle" means Harrowgate Velocity Co-Invest LP, a Delaware limited partnership.

(f) "Competing Enterprise" means any Person (other than the Company, Parent, or their respective Affiliates) that is engaged in, or is planning to engage in, the Business, in whole or in part, within the Restricted Territory.

(g) "Confidential Information" means all non-public, proprietary, or confidential information of the Company and its Affiliates, in whatever form or medium, whether written, oral, electronic, visual, or otherwise, and whether or not marked or designated as confidential, including without limitation: (i) trade secrets; (ii) technical data, including algorithms, source code, object code, software architecture, system designs, and technical specifications; (iii) product roadmaps, development plans, and product strategies; (iv) customer lists, merchant data, merchant agreements, and customer relationship information, including information relating to the Company's approximately 14,000+ merchant relationships; (v) pricing information, fee structures, interchange-plus pricing models, and revenue share arrangements; (vi) financial data and performance metrics, including the Company's fiscal year 2024 revenue of approximately $412.3 million and Adjusted EBITDA of approximately $98.1 million; (vii) business plans, strategic plans, marketing strategies, and competitive analyses; (viii) information regarding the Company's approximately $87 billion in annualized gross payment volume; (ix) employee compensation data and organizational information; (x) vendor and supplier terms and relationships; (xi) patent applications, inventions, and other intellectual property not yet publicly disclosed; and (xii) any other information that derives independent economic value from not being generally known to the public or to other Persons who could obtain economic value from its disclosure or use. Confidential Information shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by the Restricted Party in violation of this Agreement, (B) was available to the Restricted Party on a non-confidential basis prior to her engagement with the Company, or (C) becomes available to the Restricted Party on a non-confidential basis from a source other than the Company or its Affiliates, provided that such source is not known to the Restricted Party to be bound by a confidentiality obligation to the Company or its Affiliates with respect to such information.

(h) "Covered Customer" means any Person who was a customer of, or had a business relationship with, the Company or any of its subsidiaries at any time during the twenty-four (24) months preceding the Closing Date.

(i) "Covered Employee" means any individual who is an employee of the Company or any of its subsidiaries as of the Closing Date or was an employee of the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date, including without limitation employees located across the Company's offices in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, which as of the Closing Date include approximately 1,340 individuals in the aggregate.

(j) "Covered Supplier/Vendor" means any Person who was a material supplier, vendor, or business partner of the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date.

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

(l) "Merger Sub" means Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent.

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

(n) "Restricted Period" means the period commencing on the Closing Date (July 22, 2025) and ending at 11:59 p.m. (Eastern Time) on the third (3rd) anniversary of the Closing Date (July 22, 2028); provided, that the Restricted Period shall be subject to extension as set forth in Section 8.2 of this Agreement.

(o) "Restricted Territory" means (i) the United States of America, (ii) Canada, (iii) Portugal, and (iv) any other country or jurisdiction in which the Company or any of its subsidiaries conducts business or has customers as of the Closing Date. The Restricted Party acknowledges that, as of the Closing Date, the Company maintains offices and operations in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, and serves merchants and customers throughout the territories described in clauses (i) through (iv) above.

(p) "Rollover Agreement" means that certain Rollover Agreement, dated as of March 18, 2025, by and among Parent, the Co-Invest Vehicle, Nathan Aldridge, and the Restricted Party.

(q) "Stockholder Representative" means Nathan Aldridge, as appointed under that certain Stockholder Representative Agreement, dated as of March 18, 2025, among the stockholders of the Company, Nathan Aldridge, and the Company.

ARTICLE II — NON-COMPETITION

Section 2.1 *Non-Competition Covenant.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or as an officer, director, employee, consultant, partner, member, manager, agent, stockholder, investor, lender, or in any other capacity whatsoever:

(a) engage in, own, manage, operate, control, finance, or participate in the ownership, management, operation, control, or financing of any Competing Enterprise within the Restricted Territory;

(b) be employed by, serve as a consultant, independent contractor, or advisor to, or render services to, any Competing Enterprise within the Restricted Territory in any capacity related to the Business, whether such employment, consulting arrangement, advisory role, or services are compensated or uncompensated; or

(c) develop, design, market, sell, license, distribute, or otherwise commercialize any product or service that competes with any product or service offered by the Company or any of its subsidiaries as of the Closing Date or at any time during the Restricted Period, including but not limited to payments processing platforms (whether cloud-based or on-premise), merchant acquiring services, payment gateway technology, and fraud detection and analytics products or services for the payments industry.

For purposes of this Section 2.1, the Restricted Party shall be deemed to act "indirectly" if she takes any action through any Person, entity, Affiliate, family member, trust, or other intermediary, or if she provides financial support, strategic advice, intellectual property, or other material assistance to any Competing Enterprise, whether or not the Restricted Party receives compensation therefor.

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

(a) Passive Investments. The ownership, solely as a passive investment, of not more than two percent (2%) of the outstanding equity securities of any class of any corporation or other entity that is listed on a national securities exchange or traded in the over-the-counter market; provided, that the Restricted Party does not otherwise participate in, manage, consult with, render services to, or control the business of such corporation or entity and does not serve as an officer, director, employee, consultant, or advisor thereof;

(b) Co-Invest Vehicle. The ownership of interests in, and continued participation as a limited partner in, the Co-Invest Vehicle and any related Parent-affiliated entities, in accordance with the terms of the Rollover Agreement and the governing documents of such entities;

(c) Teaching and Charitable Activities. Engagement in teaching, academic, research, or charitable activities, including serving on the faculty of or lecturing at educational institutions, or serving on the boards of charitable or non-profit organizations, in each case so long as such activities do not involve the Business and do not result in the disclosure of Confidential Information;

(d) Board Service. Service on the board of directors (or comparable governing body) of any Person that is not a Competing Enterprise, provided that the Restricted Party shall provide prior written notice to the Company (addressed to the General Counsel) at least fifteen (15) business days before commencing any such service, and the Company shall have the right, within ten (10) business days of receiving such notice, to object in good faith if it reasonably determines that such service would involve a conflict of interest or would otherwise be inconsistent with the Restricted Party's obligations under this Agreement; and

(e) Approved Activities. Any activities that are explicitly approved in advance in writing by Parent (such approval may be granted or withheld in Parent's sole and absolute discretion).

ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS

Section 3.1 *Non-Solicitation of Employees.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, recruit, hire, employ, engage, encourage, or induce, or attempt to solicit, recruit, hire, employ, engage, encourage, or induce, any Covered Employee to (a) leave, terminate, or otherwise cease or reduce the scope of the Covered Employee's employment or engagement with the Company or any of its subsidiaries or Affiliates, or (b) accept employment, engagement, or a consulting arrangement with any other Person, including without limitation any Competing Enterprise. The Restricted Party acknowledges that the Company's workforce includes approximately 1,340 employees as of the Closing Date across multiple domestic and international locations, and that the protection of the Company's employee base is a legitimate and important business interest.

Section 3.2 *Non-Solicitation of Independent Contractors.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, recruit, engage, or induce, or attempt to solicit, recruit, engage, or induce, any independent contractor or consultant of the Company or any of its subsidiaries to (a) terminate, reduce, or materially alter such independent contractor's or consultant's relationship with the Company or any of its subsidiaries, or (b) provide services to any Competing Enterprise in any capacity related to the Business. For purposes of this Section 3.2, an "independent contractor or consultant" shall mean any individual or entity that has provided services to the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date pursuant to a consulting, independent contractor, or services agreement.

Section 3.3 *Exceptions.* Notwithstanding anything in Section 3.1 or Section 3.2 to the contrary:

(a) General Solicitations. General solicitations for employment through advertisements, job boards, recruiting websites, social media postings, or similar means that are not specifically directed at or targeted toward Covered Employees or independent contractors or consultants of the Company or its subsidiaries shall not be deemed a violation of this Article III; provided, however, that the Restricted Party does not specifically encourage, direct, or instruct any Covered Employee or independent contractor or consultant of the Company or its subsidiaries to respond to any such general solicitation, and does not participate in the evaluation, interview, or hiring of any Covered Employee or independent contractor or consultant of the Company or its subsidiaries who responds to such general solicitation during the Restricted Period; and

(b) Terminated Employees. The solicitation or hiring of any Covered Employee whose employment with the Company or any of its subsidiaries was terminated by the Company or such subsidiary involuntarily and without Cause (as such term is defined in the applicable employment agreement or, if no such agreement exists, as determined in good faith by the Company) more than six (6) months prior to the date of such solicitation or hiring shall not be deemed a violation of this Article III.

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND BUSINESS RELATIONSHIPS

Section 4.1 *Non-Solicitation of Customers.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, call upon, contact, divert, or take away, or attempt to solicit, call upon, contact, divert, or take away, any Covered Customer for the purpose of providing or offering to provide products or services that are competitive with the Business. The Restricted Party acknowledges that the Company's customer base includes approximately 14,000 merchants as of the Closing Date, generating approximately $87 billion in annualized gross payment volume, and that the Company's relationships with its Covered Customers constitute a material and protectable business interest. The restrictions in this Section 4.1 shall apply regardless of whether the Covered Customer was introduced to the Restricted Party by the Company or was previously known to the Restricted Party prior to the Restricted Party's engagement with the Company, if the Restricted Party's relationship with such Covered Customer was developed, enhanced, or maintained through the Restricted Party's role at the Company.

Section 4.2 *Non-Interference with Business Relationships.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, induce or encourage, or attempt to induce or encourage, any Covered Customer, Covered Supplier/Vendor, or other material business partner of the Company or any of its subsidiaries to (a) cease doing business with the Company or any of its subsidiaries or Affiliates, (b) materially reduce the amount or scope of business conducted with the Company or any of its subsidiaries or Affiliates, or (c) alter or terminate any contractual or business relationship with the Company or any of its subsidiaries or Affiliates on terms less favorable to the Company or such subsidiary or Affiliate. The Restricted Party further agrees not to take any action that is intended to, or that she knows or reasonably should know is likely to, interfere with or damage any business relationship between the Company or any of its subsidiaries or Affiliates, on the one hand, and any Covered Customer, Covered Supplier/Vendor, or other material business partner, on the other hand.

ARTICLE V — CONFIDENTIALITY

Section 5.1 *Non-Disclosure Obligation.* The Restricted Party shall not, at any time during or after the Restricted Period (and the obligations of this Article V shall survive in perpetuity), directly or indirectly, use (other than for the benefit of the Company), disclose, publish, disseminate, transfer, or otherwise make available any Confidential Information to any Person, except:

(a) as required in the faithful performance of the Restricted Party's duties to the Company during any period of continued employment with the Company following the Closing Date;

(b) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other legal process; provided, that, to the extent legally permitted, the Restricted Party shall provide the Company with prompt advance written notice of any such requirement so that the Company may seek a protective order or other appropriate remedy, and the Restricted Party shall cooperate with the Company in connection therewith and shall disclose only such portion of the Confidential Information as is legally required to be disclosed; or

(c) with the prior written consent of the Company (which consent may be granted or withheld in the Company's sole discretion).

The Restricted Party acknowledges that the Confidential Information constitutes valuable and proprietary assets of the Company and its Affiliates, the unauthorized use or disclosure of which could cause substantial and irreparable harm.

Section 5.2 *Return of Materials.* Upon the Closing Date (or, if later, upon the termination of any continued employment of the Restricted Party with the Company or any of its subsidiaries for any reason), the Restricted Party shall promptly (and in no event later than five (5) business days following such date) return to the Company all documents, records, files, data, notebooks, correspondence, software, devices, equipment, keys, access cards, and any other materials (in any form, whether physical, electronic, or otherwise) containing, reflecting, embodying, or relating to Confidential Information that are in the Restricted Party's possession, custody, or control. The Restricted Party shall not retain any copies, summaries, extracts, or reproductions of any such materials in any form. Upon the Company's request, the Restricted Party shall certify in writing that she has fully complied with the requirements of this Section 5.2.

Section 5.3 *Defend Trade Secrets Act Notice.* Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Restricted Party is hereby notified that an individual 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: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) 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 18 U.S.C. § 1833(b).

ARTICLE VI — NON-DISPARAGEMENT

Section 6.1 *Mutual Non-Disparagement.*

(a) The Restricted Party shall not, directly or indirectly, whether in public or in private, make, publish, or communicate any statement, whether written or oral, or cause, encourage, or facilitate any other Person to make, publish, or communicate any statement, that disparages, denigrates, defames, or casts in an unfavorable light the Company, Parent, their respective Affiliates, or any of their respective current or former officers, directors, employees, stockholders, partners, members, managers, or agents, including without limitation Nathan Aldridge, Marcus Langford, Danielle Moreau, Richard Harrowgate, Priya Deshmukh, and Thomas Eriksen. The Restricted Party shall not post, publish, or cause to be posted or published any disparaging content on social media platforms, websites, blogs, podcasts, or any other medium of communication.

(b) The Company and Parent shall instruct their respective current officers and directors not to make, publish, or communicate any statement, whether written or oral, that disparages, denigrates, defames, or casts in an unfavorable light the Restricted Party.

(c) Exception. Notwithstanding the foregoing, nothing in this Section 6.1 shall prohibit any Party from making truthful statements (i) in connection with any legal proceeding, arbitration, or mediation, (ii) in response to or in connection with any government investigation, audit, inquiry, or proceeding, (iii) as required by applicable law, regulation, or order of any court or governmental authority, or (iv) in connection with the enforcement of rights under this Agreement or any of the other transaction documents.

ARTICLE VII — CONSIDERATION

Section 7.1 *Acknowledgment of Consideration.* The Restricted Party acknowledges and agrees that this Agreement is entered into in connection with, and as a material condition to, the consummation of the Merger and the transactions contemplated by the Merger Agreement. The Restricted Party further acknowledges and agrees that the following, individually and collectively, constitutes good, valuable, and sufficient consideration for the Restricted Party's obligations under this Agreement:

(a) the payment of merger consideration of Twenty Dollars ($20.00) per share with respect to each share of VeloPay common stock held by the Restricted Party (representing approximately 9.7% of the outstanding shares of VeloPay common stock on a fully diluted basis as of immediately prior to the effective time of the Merger);

(b) the opportunity to roll over Nine Million Seven Hundred Thousand Dollars ($9,700,000) of the Restricted Party's merger proceeds into the Co-Invest Vehicle (Harrowgate Velocity Co-Invest LP) and to participate in the ongoing equity value and potential future appreciation of the Company's business, subject to the terms and conditions of the Rollover Agreement and the governing documents of the Co-Invest Vehicle;

(c) the other benefits and consideration provided to the Restricted Party under the Merger Agreement, the Rollover Agreement, and the related transaction documents, including any employment, consulting, or transition arrangements; and

(d) the mutual promises, covenants, and agreements set forth in this Agreement.

The Restricted Party acknowledges that she has carefully reviewed this Agreement, that she has had the opportunity to consult with independent legal counsel and financial advisors of her own choosing regarding the terms and conditions hereof, and that she has determined, after such review and consultation, that the consideration provided herein is adequate and sufficient.

ARTICLE VIII — REMEDIES

Section 8.1 *Irreparable Harm; Equitable Relief.* The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the covenants or obligations set forth in Articles II, III, IV, V, or VI of this Agreement would cause irreparable harm to the Company and Parent that cannot be adequately compensated by monetary damages alone. Accordingly, in the event of any such breach or threatened breach, the Company and Parent shall be entitled, in addition to any and all other remedies available at law or in equity, to seek and obtain temporary, preliminary, and permanent injunctive relief and specific performance to enforce the provisions of this Agreement, without the necessity of (a) proving actual damages, (b) posting any bond or other security (or, if a bond is required by applicable law, the Restricted Party agrees that a bond in the nominal amount of One Thousand Dollars ($1,000) shall be adequate), or (c) demonstrating the inadequacy of money damages. The Restricted Party agrees not to contest the appropriateness of equitable relief in any proceeding brought to enforce the provisions of this Agreement.

Section 8.2 *Extension of Restricted Period.* If the Restricted Party breaches any provision of Article II, Article III, or Article IV of this Agreement, the Restricted Period shall be automatically extended by a period of time equal to the length of time during which such breach continues, so that the Company and Parent receive the full benefit of the Restricted Period. The determination of the commencement and duration of any such breach shall be made by a court of competent jurisdiction if the Parties are unable to agree.

Section 8.3 *Cumulative Remedies.* All rights and remedies of the Company and Parent under this Agreement are cumulative and are in addition to, and not in lieu of or exclusive of, any other rights or remedies available to the Company and Parent at law, in equity, by statute, or otherwise. The exercise of any one remedy by the Company or Parent shall not preclude or waive the right to exercise any other remedy.

Section 8.4 *Forfeiture; Clawback.* In the event of a material breach of any provision of this Agreement by the Restricted Party, in addition to any other remedies available hereunder or at law or in equity, the Company and Parent shall have the right, to the extent permitted by applicable law, to (a) recover from the Restricted Party any and all damages, losses, costs, and expenses (including reasonable attorneys' fees and costs of enforcement) incurred by the Company, Parent, or any of their respective Affiliates as a result of such breach, and (b) offset any amounts owing to the Restricted Party under the Co-Invest Vehicle, the Rollover Agreement, or any other arrangement between the Restricted Party, on the one hand, and the Company, Parent, or any of their respective Affiliates, on the other hand, against any such damages, losses, costs, and expenses. The rights of the Company and Parent under this Section 8.4 shall be in addition to, and not in limitation of, any remedies available under the Rollover Agreement or the governing documents of the Co-Invest Vehicle.

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 *Representations and Warranties of the Restricted Party.* The Restricted Party hereby represents and warrants to the Company and Parent as follows:

(a) Capacity and Authority. The Restricted Party has full legal capacity and authority to enter into this Agreement and to perform the obligations contemplated hereby. The execution and delivery of this Agreement by the Restricted Party, and the performance by the Restricted Party of her obligations hereunder, have been duly authorized by all necessary action on the part of the Restricted Party.

(b) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflict. The execution, delivery, and performance of this Agreement by the Restricted Party does not and will not (i) conflict with, result in a breach or default under, or violate any other agreement, contract, commitment, or obligation to which the Restricted Party is a party or by which the Restricted Party is bound, or (ii) violate any applicable law, regulation, judgment, order, or decree applicable to the Restricted Party.

(d) Legal Counsel. The Restricted Party has had the opportunity to consult with, and has in fact consulted with, independent legal counsel of her own choosing regarding the terms, conditions, and legal effect of this Agreement prior to its execution, and she has not relied upon any representations or statements made by the Company, Parent, or their respective counsel in deciding to enter into this Agreement.

(e) Reasonableness of Restrictions. The Restricted Party acknowledges and agrees that the covenants and restrictions contained in this Agreement, including the scope, duration, and geographic area of the non-competition, non-solicitation, confidentiality, and non-disparagement obligations, are reasonable and necessary to protect the legitimate business interests of the Company and Parent, including the protection of Confidential Information, trade secrets, customer relationships, employee relationships, and the goodwill of the Business. The Restricted Party further acknowledges that the Restricted Period, the Restricted Territory, and the scope of the Business are each reasonable in light of the nature and scope of the transactions contemplated by the Merger Agreement and the consideration provided to the Restricted Party in connection therewith.

(f) Ability to Earn a Livelihood. The Restricted Party acknowledges that her experience, skills, education, and professional qualifications are such that the restrictions contained in this Agreement will not prevent the Restricted Party from earning a livelihood during the Restricted Period. The Restricted Party acknowledges that she has extensive experience and expertise in technology, software engineering, and business management that can be applied in numerous fields and industries beyond the Business, and that the restrictions herein do not impose an undue hardship on the Restricted Party.

ARTICLE X — GENERAL PROVISIONS

Section 10.1 *Term.* This Agreement shall become effective as of the Closing Date (July 22, 2025). The covenants and obligations set forth in Article II (Non-Competition), Article III (Non-Solicitation of Employees and Contractors), and Article IV (Non-Solicitation of Customers and Business Relationships) shall remain in full force and effect during the Restricted Period (through July 22, 2028, subject to extension as set forth in Section 8.2). The confidentiality obligations set forth in Article V shall survive the expiration of the Restricted Period and shall remain in full force and effect in perpetuity (or, to the extent a court of competent jurisdiction determines that perpetual duration is unenforceable, for the maximum period permitted by applicable law). The non-disparagement obligations set forth in Article VI shall survive the expiration of the Restricted Period and shall remain in full force and effect in perpetuity (or, to the extent a court of competent jurisdiction determines that perpetual duration is unenforceable, for the maximum period permitted by applicable law).

Section 10.2 *Governing Law.* This Agreement, and all claims, causes of action, disputes, or controversies arising out of or relating to this Agreement or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of, or related to any tort or any representation or warranty made in or in connection with this Agreement), shall be governed by and construed 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 10.3 *Jurisdiction and Venue.* Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdiction, the United States District Court for the District of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement, and each Party agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined exclusively in such courts. Each Party hereby irrevocably and unconditionally (a) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, (b) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court, and (c) agrees not to commence any action, suit, or proceeding arising out of or relating to this Agreement except in such courts. Each Party consents to service of process in any such action, suit, or proceeding by the delivery of such process in accordance with the notice provisions set forth in Section 10.7 of this Agreement.

Section 10.4 *Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT. 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 AN ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.*

Section 10.5 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. If any such term, provision, covenant, or restriction is held to be unreasonable or overly broad as to scope, duration, geographic area, or activity, such term, provision, covenant, or restriction shall be construed and reformed by such court by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law (the "blue-pencil" doctrine). The Restricted Party agrees that such reformed provision shall then be enforceable and shall be enforced as so reformed. The Parties acknowledge and agree that it is their intention that the covenants and restrictions contained in this Agreement be enforced to the fullest extent permissible under applicable law.

Section 10.6 *Assignment.* The Restricted Party may not assign, delegate, or otherwise transfer this Agreement or any of her rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company and Parent. Any purported assignment, delegation, or transfer in violation of this Section 10.6 shall be null and void and of no force or effect. The Company and Parent may freely assign this Agreement and any or all of their respective rights and obligations hereunder, without the consent of the Restricted Party, to (a) any Affiliate of the Company or Parent, or (b) any successor in interest to the Company or Parent, whether by merger, consolidation, acquisition, reorganization, or sale of all or substantially all of the assets of the Company or Parent. 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, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with confirmation of transmission), (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), or (d) three (3) business days after being mailed by registered or certified mail (return receipt requested, postage prepaid), in each case addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 10.7):

If to the Restricted Party:

Sonia Reyes-Watkins At the address on file with the Company Austin, Texas

Email: On file with the Company

If to the Company:

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

Attention: Danielle Moreau, General Counsel

Email: dmoreau@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

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

Section 10.8 *Entire Agreement.* This Agreement, together with the Merger Agreement, the Rollover Agreement, and the other transaction documents referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and discussions, whether written or oral, among the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements among the Parties with respect to the subject matter hereof other than those expressly set forth or referenced herein.

Section 10.9 *Amendments; Waiver.* No amendment, modification, or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver. No waiver shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. The failure or delay of any Party to exercise any right, power, or remedy under this Agreement shall not constitute a waiver of such right, power, or remedy.

Section 10.10 *Third-Party Beneficiaries.* Except as expressly provided in this Section 10.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the following Persons is an intended third-party beneficiary of this Agreement and shall have the right to enforce the provisions hereof directly as though it were a party hereto: (a) VeloPay Processing LLC, (b) VeloPay Canada Inc., (c) VeloPay Europe Unipessoal Lda., (d) VeloPay Fraud intelligence Inc., (e) PayStream Gateway LLC, and (f) Harrowgate Capital Management IV LLC (as general partner of Parent), and (g) any other Affiliate of the Company or Parent.

Section 10.11 *Counterparts.* This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including DocuSign or similar electronic signature platforms) shall be effective as delivery of a manually executed original counterpart.

Section 10.12 *Construction.* The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement: (a) the word "including" (and variations thereof) means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (b) references to "directly or indirectly" shall be interpreted broadly to include actions taken through any Person, entity, Affiliate, family member, trust, or other intermediary; (c) words in the singular shall include the plural and vice versa; (d) words of one gender shall include any other gender; (e) references to "herein," "hereof," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision; (f) references to any Article, Section, or Exhibit shall refer to the corresponding Article, Section, or Exhibit of this Agreement; and (g) references to any agreement, instrument, or other document shall refer to such agreement, instrument, or other document as amended, supplemented, or modified from time to time in accordance with its terms.

Section 10.13 *Survival.* All provisions of this Agreement that by their nature or terms are intended to survive the expiration of the Restricted Period or the termination of this Agreement shall so survive, including without limitation Article V (Confidentiality), Article VI (Non-Disparagement), Article VII (Consideration), Article VIII (Remedies), Article IX (Representations and Warranties), and this Article X (General Provisions).

[Signature Page Follows]

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

RESTRICTED PARTY:

________________________________________

Sonia Reyes-Watkins

Date: ________

VELOPAY SYSTEMS, INC. (as Surviving Corporation)

By: ________

Name: Marcus Langford

Title: Chief Executive Officer

Date: ________

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Management IV LLC,

its General Partner

By: ________

Name: Priya Deshmukh

Title: Managing Partner

Date: ________

EXHIBIT A

DEFINITION OF BUSINESS — DETAILED SCHEDULE

This Exhibit A is attached to and forms a part of that certain Non-Competition and Non-Solicitation Agreement, dated as of July 22, 2025, by and among Sonia Reyes-Watkins, VeloPay Systems, Inc., and Harrowgate Private Equity Fund IV LP (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

The following is a detailed enumeration of the business lines, products, services, and activities that constitute the "Business" as defined in Section 1.1(b) of the Agreement. This Exhibit A is intended to supplement, and not to limit, the definition of "Business" set forth in the Agreement.

1. Cloud-Native Payments Processing Platform. The development, operation, maintenance, enhancement, marketing, licensing, and sale of cloud-native (or cloud-based) payments processing platforms and related infrastructure, including software-as-a-service (SaaS) platforms, payment processing engines, transaction routing and switching technology, tokenization services, and related application programming interfaces (APIs). This business line encompasses the Company's core platform technology used to process electronic payment transactions for merchants and other customers across multiple payment networks, card brands, and payment methods.

2. Merchant Acquiring Services (Mid-Market and Enterprise). The provision of merchant acquiring services to mid-market and enterprise merchants, including the underwriting, onboarding, boarding, and servicing of merchant accounts; the processing of credit card, debit card, and alternative payment method transactions on behalf of merchants; the settlement of funds to merchant accounts; and the provision of related merchant support, risk management, and reporting services. This business line encompasses the activities of VeloPay Processing LLC and related entities.

3. Payment Gateway Technology. The development, operation, maintenance, enhancement, marketing, licensing, and sale of payment gateway technology, including the legacy PayStream Gateway technology acquired by the Company in 2021 through its acquisition of PayStream Gateway LLC. This business line encompasses the provision of secure payment gateway services that connect merchants, payment processors, acquiring banks, and issuing banks, including gateway transaction routing, data encryption, PCI-DSS compliance tools, and related services.

4. Fraud Detection and Analytics SaaS Products. The development, operation, maintenance, enhancement, marketing, licensing, and sale of fraud detection and analytics products and services for the payments industry, including machine-learning-based fraud detection algorithms, real-time transaction monitoring, risk scoring and decisioning engines, chargeback management tools, and data analytics dashboards. This business line encompasses the activities of VeloPay Fraud intelligence Inc.

5. Interchange-Plus Processing Fee Services. The provision of interchange-plus pricing models and related processing fee services to merchants, including the transparent pass-through of interchange fees, assessment fees, and network fees, together with the Company's processing margin.

6. SaaS Subscription Analytics Dashboard Services. The development, operation, and licensing of SaaS-based analytics dashboards and reporting tools that provide merchants and other customers with insights into their payment processing data, transaction volumes, revenue metrics, customer behavior analytics, and related key performance indicators.

7. Gateway Transaction Fee Services. The provision of payment gateway transaction processing services on a per-transaction fee basis, including the routing and processing of e-commerce, mobile commerce, and omnichannel payment transactions through the Company's gateway infrastructure.

8. Related Financial Technology Services in Payments Infrastructure. Any other financial technology products, services, or activities in the payments infrastructure space in which the Company or any of its subsidiaries (including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) are engaged as of the Closing Date or were engaged at any time during the twelve (12) months prior to the Closing Date, including but not limited to payment facilitation services, embedded payments solutions, instant settlement or accelerated funding services, recurring billing and subscription management, and cross-border payment processing.

End of Exhibit A

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Dated as of July 22, 2025
among
SONIA REYES-WATKINS
VELOPAY SYSTEMS, INC.
and
HARROWGATE PRIVATE EQUITY FUND IV LP
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of July 22, 2025 (effective as of the Closing, as defined below), by and among:
(1) Sonia Reyes-Watkins, an individual residing in Austin, Texas (the "Restricted Party");
(2) VeloPay Systems, Inc., a Delaware corporation, as the Surviving Corporation following the Merger (as defined below), with its principal offices at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759 (the "Company"); and
(3) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal offices at 300 King Street, Suite 4200, Wilmington, Delaware 19801 ("Parent").
The Restricted Party, the Company, and Parent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc. entered into that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as it 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, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"), for aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000) (representing $20.00 per share on a fully diluted basis);
WHEREAS, the Restricted Party is the Chief Technology Officer and Co-Founder of VeloPay Systems, Inc., holds approximately 9.7% of the outstanding VeloPay common stock as of immediately prior to the effective time of the Merger, and is a key employee and significant stockholder of the Company whose continued cooperation and compliance with the restrictive covenants set forth herein are material to the value of the Company and the transactions contemplated by the Merger Agreement;
WHEREAS, the Restricted Party, Parent, Harrowgate Velocity Co-Invest LP, a Delaware limited partnership (the "Co-Invest Vehicle"), Nathan Aldridge, and the Restricted Party entered into that certain Rollover Agreement, dated as of March 18, 2025 (the "Rollover Agreement"), pursuant to which the Restricted Party is reinvesting Nine Million Seven Hundred Thousand Dollars ($9,700,000) of her merger proceeds into the Co-Invest Vehicle, thereby maintaining an ongoing economic interest in the Company's business following the consummation of the Merger;
WHEREAS, as a condition to and in consideration of the consummation of the Merger, the payment of the merger consideration to the Restricted Party, and the opportunity to participate in the Co-Invest Vehicle, the Restricted Party has agreed to enter into this Agreement;
WHEREAS, the Restricted Party acknowledges that she possesses extensive knowledge of the Company's proprietary technology, trade secrets, business strategies, customer relationships, and Confidential Information (as defined below), including without limitation knowledge related to the Company's cloud-based payments processing platform, its proprietary fraud detection suite, its merchant acquiring technology, its payment gateway infrastructure, and the commercially sensitive details of its relationships with approximately 14,000 merchants and the processing of approximately $87 billion in annualized gross payment volume, and that the restrictions set forth herein are necessary to protect the legitimate business interests of the Company and Parent; and
WHEREAS, the Restricted Party acknowledges that the Merger Agreement requires the execution and delivery of this Agreement by the Restricted Party as a condition to the Closing (as defined in the Merger Agreement), and that the consideration described herein is adequate and sufficient to support the obligations undertaken by the Restricted Party hereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the merger consideration payable to the Restricted Party in connection with the Merger, the opportunity to participate in the Co-Invest Vehicle, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 herein shall have the meanings ascribed to them in the Merger Agreement.
(a) "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "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 and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Without limiting the foregoing, "Affiliates" of Parent shall include the Company, Harrowgate Capital Management IV LLC (as general partner of Parent), and each of their respective controlled entities, and "Affiliates" of the Company shall include Parent and all subsidiaries of the Company, including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC.
(b) "Business" means the development, operation, marketing, licensing, or sale of (i) cloud-based or on-premise payments processing platforms, (ii) merchant acquiring services, (iii) payment gateway technology, (iv) fraud detection and analytics products or services for the payments industry, and (v) any other business in which the Company and its subsidiaries are engaged as of the Closing Date or were engaged at any time during the twelve (12) months prior to the Closing Date. For the avoidance of doubt, the "Business" specifically encompasses the activities conducted by VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC, VeloPay Canada Inc., and VeloPay Europe Unipessoal Lda. as of the Closing Date. A more detailed description of the business lines constituting the "Business" is set forth on Exhibit A attached hereto and incorporated herein by reference.
(c) "Closing" means the closing of the Merger on July 22, 2025, as such term is defined in the Merger Agreement.
(d) "Closing Date" means July 22, 2025.
(e) "Co-Invest Vehicle" means Harrowgate Velocity Co-Invest LP, a Delaware limited partnership.
(f) "Competing Enterprise" means any Person (other than the Company, Parent, or their respective Affiliates) that is engaged in, or is planning to engage in, the Business, in whole or in part, within the Restricted Territory.
(g) "Confidential Information" means all non-public, proprietary, or confidential information of the Company and its Affiliates, in whatever form or medium, whether written, oral, electronic, visual, or otherwise, and whether or not marked or designated as confidential, including without limitation: (i) trade secrets; (ii) technical data, including algorithms, source code, object code, software architecture, system designs, and technical specifications; (iii) product roadmaps, development plans, and product strategies; (iv) customer lists, merchant data, merchant agreements, and customer relationship information, including information relating to the Company's approximately 14,000+ merchant relationships; (v) pricing information, fee structures, interchange-plus pricing models, and revenue share arrangements; (vi) financial data and performance metrics, including the Company's fiscal year 2024 revenue of approximately $412.3 million and Adjusted EBITDA of approximately $98.1 million; (vii) business plans, strategic plans, marketing strategies, and competitive analyses; (viii) information regarding the Company's approximately $87 billion in annualized gross payment volume; (ix) employee compensation data and organizational information; (x) vendor and supplier terms and relationships; (xi) patent applications, inventions, and other intellectual property not yet publicly disclosed; and (xii) any other information that derives independent economic value from not being generally known to the public or to other Persons who could obtain economic value from its disclosure or use. Confidential Information shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by the Restricted Party in violation of this Agreement, (B) was available to the Restricted Party on a non-confidential basis prior to her engagement with the Company, or (C) becomes available to the Restricted Party on a non-confidential basis from a source other than the Company or its Affiliates, provided that such source is not known to the Restricted Party to be bound by a confidentiality obligation to the Company or its Affiliates with respect to such information.
(h) "Covered Customer" means any Person who was a customer of, or had a business relationship with, the Company or any of its subsidiaries at any time during the twenty-four (24) months preceding the Closing Date.
(i) "Covered Employee" means any individual who is an employee of the Company or any of its subsidiaries as of the Closing Date or was an employee of the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date, including without limitation employees located across the Company's offices in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, which as of the Closing Date include approximately 1,340 individuals in the aggregate.
(j) "Covered Supplier/Vendor" means any Person who was a material supplier, vendor, or business partner of the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date.
(k) "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 18, 2025, by and among Parent, Merger Sub, and the Company, as it may be amended, restated, supplemented, or otherwise modified from time to time.
(l) "Merger Sub" means Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent.
(m) "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other entity of any kind.
(n) "Restricted Period" means the period commencing on the Closing Date (July 22, 2025) and ending at 11:59 p.m. (Eastern Time) on the third (3rd) anniversary of the Closing Date (July 22, 2028); provided, that the Restricted Period shall be subject to extension as set forth in Section 8.2 of this Agreement.
(o) "Restricted Territory" means (i) the United States of America, (ii) Canada, (iii) Portugal, and (iv) any other country or jurisdiction in which the Company or any of its subsidiaries conducts business or has customers as of the Closing Date. The Restricted Party acknowledges that, as of the Closing Date, the Company maintains offices and operations in Austin, Texas; Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal, and serves merchants and customers throughout the territories described in clauses (i) through (iv) above.
(p) "Rollover Agreement" means that certain Rollover Agreement, dated as of March 18, 2025, by and among Parent, the Co-Invest Vehicle, Nathan Aldridge, and the Restricted Party.
(q) "Stockholder Representative" means Nathan Aldridge, as appointed under that certain Stockholder Representative Agreement, dated as of March 18, 2025, among the stockholders of the Company, Nathan Aldridge, and the Company.
ARTICLE II — NON-COMPETITION
Section 2.1 *Non-Competition Covenant.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or as an officer, director, employee, consultant, partner, member, manager, agent, stockholder, investor, lender, or in any other capacity whatsoever:
(a) engage in, own, manage, operate, control, finance, or participate in the ownership, management, operation, control, or financing of any Competing Enterprise within the Restricted Territory;
(b) be employed by, serve as a consultant, independent contractor, or advisor to, or render services to, any Competing Enterprise within the Restricted Territory in any capacity related to the Business, whether such employment, consulting arrangement, advisory role, or services are compensated or uncompensated; or
(c) develop, design, market, sell, license, distribute, or otherwise commercialize any product or service that competes with any product or service offered by the Company or any of its subsidiaries as of the Closing Date or at any time during the Restricted Period, including but not limited to payments processing platforms (whether cloud-based or on-premise), merchant acquiring services, payment gateway technology, and fraud detection and analytics products or services for the payments industry.
For purposes of this Section 2.1, the Restricted Party shall be deemed to act "indirectly" if she takes any action through any Person, entity, Affiliate, family member, trust, or other intermediary, or if she provides financial support, strategic advice, intellectual property, or other material assistance to any Competing Enterprise, whether or not the Restricted Party receives compensation therefor.
Section 2.2 *Permitted Activities; Exceptions.* Notwithstanding anything in Section 2.1 to the contrary, the following activities shall not constitute a violation of this Article II:
(a) Passive Investments. The ownership, solely as a passive investment, of not more than two percent (2%) of the outstanding equity securities of any class of any corporation or other entity that is listed on a national securities exchange or traded in the over-the-counter market; provided, that the Restricted Party does not otherwise participate in, manage, consult with, render services to, or control the business of such corporation or entity and does not serve as an officer, director, employee, consultant, or advisor thereof;
(b) Co-Invest Vehicle. The ownership of interests in, and continued participation as a limited partner in, the Co-Invest Vehicle and any related Parent-affiliated entities, in accordance with the terms of the Rollover Agreement and the governing documents of such entities;
(c) Teaching and Charitable Activities. Engagement in teaching, academic, research, or charitable activities, including serving on the faculty of or lecturing at educational institutions, or serving on the boards of charitable or non-profit organizations, in each case so long as such activities do not involve the Business and do not result in the disclosure of Confidential Information;
(d) Board Service. Service on the board of directors (or comparable governing body) of any Person that is not a Competing Enterprise, provided that the Restricted Party shall provide prior written notice to the Company (addressed to the General Counsel) at least fifteen (15) business days before commencing any such service, and the Company shall have the right, within ten (10) business days of receiving such notice, to object in good faith if it reasonably determines that such service would involve a conflict of interest or would otherwise be inconsistent with the Restricted Party's obligations under this Agreement; and
(e) Approved Activities. Any activities that are explicitly approved in advance in writing by Parent (such approval may be granted or withheld in Parent's sole and absolute discretion).
ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS
Section 3.1 *Non-Solicitation of Employees.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, recruit, hire, employ, engage, encourage, or induce, or attempt to solicit, recruit, hire, employ, engage, encourage, or induce, any Covered Employee to (a) leave, terminate, or otherwise cease or reduce the scope of the Covered Employee's employment or engagement with the Company or any of its subsidiaries or Affiliates, or (b) accept employment, engagement, or a consulting arrangement with any other Person, including without limitation any Competing Enterprise. The Restricted Party acknowledges that the Company's workforce includes approximately 1,340 employees as of the Closing Date across multiple domestic and international locations, and that the protection of the Company's employee base is a legitimate and important business interest.
Section 3.2 *Non-Solicitation of Independent Contractors.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, recruit, engage, or induce, or attempt to solicit, recruit, engage, or induce, any independent contractor or consultant of the Company or any of its subsidiaries to (a) terminate, reduce, or materially alter such independent contractor's or consultant's relationship with the Company or any of its subsidiaries, or (b) provide services to any Competing Enterprise in any capacity related to the Business. For purposes of this Section 3.2, an "independent contractor or consultant" shall mean any individual or entity that has provided services to the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date pursuant to a consulting, independent contractor, or services agreement.
Section 3.3 *Exceptions.* Notwithstanding anything in Section 3.1 or Section 3.2 to the contrary:
(a) General Solicitations. General solicitations for employment through advertisements, job boards, recruiting websites, social media postings, or similar means that are not specifically directed at or targeted toward Covered Employees or independent contractors or consultants of the Company or its subsidiaries shall not be deemed a violation of this Article III; provided, however, that the Restricted Party does not specifically encourage, direct, or instruct any Covered Employee or independent contractor or consultant of the Company or its subsidiaries to respond to any such general solicitation, and does not participate in the evaluation, interview, or hiring of any Covered Employee or independent contractor or consultant of the Company or its subsidiaries who responds to such general solicitation during the Restricted Period; and
(b) Terminated Employees. The solicitation or hiring of any Covered Employee whose employment with the Company or any of its subsidiaries was terminated by the Company or such subsidiary involuntarily and without Cause (as such term is defined in the applicable employment agreement or, if no such agreement exists, as determined in good faith by the Company) more than six (6) months prior to the date of such solicitation or hiring shall not be deemed a violation of this Article III.
ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND BUSINESS RELATIONSHIPS
Section 4.1 *Non-Solicitation of Customers.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, call upon, contact, divert, or take away, or attempt to solicit, call upon, contact, divert, or take away, any Covered Customer for the purpose of providing or offering to provide products or services that are competitive with the Business. The Restricted Party acknowledges that the Company's customer base includes approximately 14,000 merchants as of the Closing Date, generating approximately $87 billion in annualized gross payment volume, and that the Company's relationships with its Covered Customers constitute a material and protectable business interest. The restrictions in this Section 4.1 shall apply regardless of whether the Covered Customer was introduced to the Restricted Party by the Company or was previously known to the Restricted Party prior to the Restricted Party's engagement with the Company, if the Restricted Party's relationship with such Covered Customer was developed, enhanced, or maintained through the Restricted Party's role at the Company.
Section 4.2 *Non-Interference with Business Relationships.* During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, induce or encourage, or attempt to induce or encourage, any Covered Customer, Covered Supplier/Vendor, or other material business partner of the Company or any of its subsidiaries to (a) cease doing business with the Company or any of its subsidiaries or Affiliates, (b) materially reduce the amount or scope of business conducted with the Company or any of its subsidiaries or Affiliates, or (c) alter or terminate any contractual or business relationship with the Company or any of its subsidiaries or Affiliates on terms less favorable to the Company or such subsidiary or Affiliate. The Restricted Party further agrees not to take any action that is intended to, or that she knows or reasonably should know is likely to, interfere with or damage any business relationship between the Company or any of its subsidiaries or Affiliates, on the one hand, and any Covered Customer, Covered Supplier/Vendor, or other material business partner, on the other hand.
ARTICLE V — CONFIDENTIALITY
Section 5.1 *Non-Disclosure Obligation.* The Restricted Party shall not, at any time during or after the Restricted Period (and the obligations of this Article V shall survive in perpetuity), directly or indirectly, use (other than for the benefit of the Company), disclose, publish, disseminate, transfer, or otherwise make available any Confidential Information to any Person, except:
(a) as required in the faithful performance of the Restricted Party's duties to the Company during any period of continued employment with the Company following the Closing Date;
(b) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other legal process; provided, that, to the extent legally permitted, the Restricted Party shall provide the Company with prompt advance written notice of any such requirement so that the Company may seek a protective order or other appropriate remedy, and the Restricted Party shall cooperate with the Company in connection therewith and shall disclose only such portion of the Confidential Information as is legally required to be disclosed; or
(c) with the prior written consent of the Company (which consent may be granted or withheld in the Company's sole discretion).
The Restricted Party acknowledges that the Confidential Information constitutes valuable and proprietary assets of the Company and its Affiliates, the unauthorized use or disclosure of which could cause substantial and irreparable harm.
Section 5.2 *Return of Materials.* Upon the Closing Date (or, if later, upon the termination of any continued employment of the Restricted Party with the Company or any of its subsidiaries for any reason), the Restricted Party shall promptly (and in no event later than five (5) business days following such date) return to the Company all documents, records, files, data, notebooks, correspondence, software, devices, equipment, keys, access cards, and any other materials (in any form, whether physical, electronic, or otherwise) containing, reflecting, embodying, or relating to Confidential Information that are in the Restricted Party's possession, custody, or control. The Restricted Party shall not retain any copies, summaries, extracts, or reproductions of any such materials in any form. Upon the Company's request, the Restricted Party shall certify in writing that she has fully complied with the requirements of this Section 5.2.
Section 5.3 *Defend Trade Secrets Act Notice.* Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Restricted Party is hereby notified that an individual 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: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) 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 18 U.S.C. § 1833(b).
ARTICLE VI — NON-DISPARAGEMENT
Section 6.1 *Mutual Non-Disparagement.*
(a) The Restricted Party shall not, directly or indirectly, whether in public or in private, make, publish, or communicate any statement, whether written or oral, or cause, encourage, or facilitate any other Person to make, publish, or communicate any statement, that disparages, denigrates, defames, or casts in an unfavorable light the Company, Parent, their respective Affiliates, or any of their respective current or former officers, directors, employees, stockholders, partners, members, managers, or agents, including without limitation Nathan Aldridge, Marcus Langford, Danielle Moreau, Richard Harrowgate, Priya Deshmukh, and Thomas Eriksen. The Restricted Party shall not post, publish, or cause to be posted or published any disparaging content on social media platforms, websites, blogs, podcasts, or any other medium of communication.
(b) The Company and Parent shall instruct their respective current officers and directors not to make, publish, or communicate any statement, whether written or oral, that disparages, denigrates, defames, or casts in an unfavorable light the Restricted Party.
(c) Exception. Notwithstanding the foregoing, nothing in this Section 6.1 shall prohibit any Party from making truthful statements (i) in connection with any legal proceeding, arbitration, or mediation, (ii) in response to or in connection with any government investigation, audit, inquiry, or proceeding, (iii) as required by applicable law, regulation, or order of any court or governmental authority, or (iv) in connection with the enforcement of rights under this Agreement or any of the other transaction documents.
ARTICLE VII — CONSIDERATION
Section 7.1 *Acknowledgment of Consideration.* The Restricted Party acknowledges and agrees that this Agreement is entered into in connection with, and as a material condition to, the consummation of the Merger and the transactions contemplated by the Merger Agreement. The Restricted Party further acknowledges and agrees that the following, individually and collectively, constitutes good, valuable, and sufficient consideration for the Restricted Party's obligations under this Agreement:
(a) the payment of merger consideration of Twenty Dollars ($20.00) per share with respect to each share of VeloPay common stock held by the Restricted Party (representing approximately 9.7% of the outstanding shares of VeloPay common stock on a fully diluted basis as of immediately prior to the effective time of the Merger);
(b) the opportunity to roll over Nine Million Seven Hundred Thousand Dollars ($9,700,000) of the Restricted Party's merger proceeds into the Co-Invest Vehicle (Harrowgate Velocity Co-Invest LP) and to participate in the ongoing equity value and potential future appreciation of the Company's business, subject to the terms and conditions of the Rollover Agreement and the governing documents of the Co-Invest Vehicle;
(c) the other benefits and consideration provided to the Restricted Party under the Merger Agreement, the Rollover Agreement, and the related transaction documents, including any employment, consulting, or transition arrangements; and
(d) the mutual promises, covenants, and agreements set forth in this Agreement.
The Restricted Party acknowledges that she has carefully reviewed this Agreement, that she has had the opportunity to consult with independent legal counsel and financial advisors of her own choosing regarding the terms and conditions hereof, and that she has determined, after such review and consultation, that the consideration provided herein is adequate and sufficient.
ARTICLE VIII — REMEDIES
Section 8.1 *Irreparable Harm; Equitable Relief.* The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the covenants or obligations set forth in Articles II, III, IV, V, or VI of this Agreement would cause irreparable harm to the Company and Parent that cannot be adequately compensated by monetary damages alone. Accordingly, in the event of any such breach or threatened breach, the Company and Parent shall be entitled, in addition to any and all other remedies available at law or in equity, to seek and obtain temporary, preliminary, and permanent injunctive relief and specific performance to enforce the provisions of this Agreement, without the necessity of (a) proving actual damages, (b) posting any bond or other security (or, if a bond is required by applicable law, the Restricted Party agrees that a bond in the nominal amount of One Thousand Dollars ($1,000) shall be adequate), or (c) demonstrating the inadequacy of money damages. The Restricted Party agrees not to contest the appropriateness of equitable relief in any proceeding brought to enforce the provisions of this Agreement.
Section 8.2 *Extension of Restricted Period.* If the Restricted Party breaches any provision of Article II, Article III, or Article IV of this Agreement, the Restricted Period shall be automatically extended by a period of time equal to the length of time during which such breach continues, so that the Company and Parent receive the full benefit of the Restricted Period. The determination of the commencement and duration of any such breach shall be made by a court of competent jurisdiction if the Parties are unable to agree.
Section 8.3 *Cumulative Remedies.* All rights and remedies of the Company and Parent under this Agreement are cumulative and are in addition to, and not in lieu of or exclusive of, any other rights or remedies available to the Company and Parent at law, in equity, by statute, or otherwise. The exercise of any one remedy by the Company or Parent shall not preclude or waive the right to exercise any other remedy.
Section 8.4 *Forfeiture; Clawback.* In the event of a material breach of any provision of this Agreement by the Restricted Party, in addition to any other remedies available hereunder or at law or in equity, the Company and Parent shall have the right, to the extent permitted by applicable law, to (a) recover from the Restricted Party any and all damages, losses, costs, and expenses (including reasonable attorneys' fees and costs of enforcement) incurred by the Company, Parent, or any of their respective Affiliates as a result of such breach, and (b) offset any amounts owing to the Restricted Party under the Co-Invest Vehicle, the Rollover Agreement, or any other arrangement between the Restricted Party, on the one hand, and the Company, Parent, or any of their respective Affiliates, on the other hand, against any such damages, losses, costs, and expenses. The rights of the Company and Parent under this Section 8.4 shall be in addition to, and not in limitation of, any remedies available under the Rollover Agreement or the governing documents of the Co-Invest Vehicle.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES
Section 9.1 *Representations and Warranties of the Restricted Party.* The Restricted Party hereby represents and warrants to the Company and Parent as follows:
(a) Capacity and Authority. The Restricted Party has full legal capacity and authority to enter into this Agreement and to perform the obligations contemplated hereby. The execution and delivery of this Agreement by the Restricted Party, and the performance by the Restricted Party of her obligations hereunder, have been duly authorized by all necessary action on the part of the Restricted Party.
(b) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflict. The execution, delivery, and performance of this Agreement by the Restricted Party does not and will not (i) conflict with, result in a breach or default under, or violate any other agreement, contract, commitment, or obligation to which the Restricted Party is a party or by which the Restricted Party is bound, or (ii) violate any applicable law, regulation, judgment, order, or decree applicable to the Restricted Party.
(d) Legal Counsel. The Restricted Party has had the opportunity to consult with, and has in fact consulted with, independent legal counsel of her own choosing regarding the terms, conditions, and legal effect of this Agreement prior to its execution, and she has not relied upon any representations or statements made by the Company, Parent, or their respective counsel in deciding to enter into this Agreement.
(e) Reasonableness of Restrictions. The Restricted Party acknowledges and agrees that the covenants and restrictions contained in this Agreement, including the scope, duration, and geographic area of the non-competition, non-solicitation, confidentiality, and non-disparagement obligations, are reasonable and necessary to protect the legitimate business interests of the Company and Parent, including the protection of Confidential Information, trade secrets, customer relationships, employee relationships, and the goodwill of the Business. The Restricted Party further acknowledges that the Restricted Period, the Restricted Territory, and the scope of the Business are each reasonable in light of the nature and scope of the transactions contemplated by the Merger Agreement and the consideration provided to the Restricted Party in connection therewith.
(f) Ability to Earn a Livelihood. The Restricted Party acknowledges that her experience, skills, education, and professional qualifications are such that the restrictions contained in this Agreement will not prevent the Restricted Party from earning a livelihood during the Restricted Period. The Restricted Party acknowledges that she has extensive experience and expertise in technology, software engineering, and business management that can be applied in numerous fields and industries beyond the Business, and that the restrictions herein do not impose an undue hardship on the Restricted Party.
ARTICLE X — GENERAL PROVISIONS
Section 10.1 *Term.* This Agreement shall become effective as of the Closing Date (July 22, 2025). The covenants and obligations set forth in Article II (Non-Competition), Article III (Non-Solicitation of Employees and Contractors), and Article IV (Non-Solicitation of Customers and Business Relationships) shall remain in full force and effect during the Restricted Period (through July 22, 2028, subject to extension as set forth in Section 8.2). The confidentiality obligations set forth in Article V shall survive the expiration of the Restricted Period and shall remain in full force and effect in perpetuity (or, to the extent a court of competent jurisdiction determines that perpetual duration is unenforceable, for the maximum period permitted by applicable law). The non-disparagement obligations set forth in Article VI shall survive the expiration of the Restricted Period and shall remain in full force and effect in perpetuity (or, to the extent a court of competent jurisdiction determines that perpetual duration is unenforceable, for the maximum period permitted by applicable law).
Section 10.2 *Governing Law.* This Agreement, and all claims, causes of action, disputes, or controversies arising out of or relating to this Agreement or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of, or related to any tort or any representation or warranty made in or in connection with this Agreement), shall be governed by and construed 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 10.3 *Jurisdiction and Venue.* Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdiction, the United States District Court for the District of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement, and each Party agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined exclusively in such courts. Each Party hereby irrevocably and unconditionally (a) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, (b) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court, and (c) agrees not to commence any action, suit, or proceeding arising out of or relating to this Agreement except in such courts. Each Party consents to service of process in any such action, suit, or proceeding by the delivery of such process in accordance with the notice provisions set forth in Section 10.7 of this Agreement.
Section 10.4 *Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT. 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 AN ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.*
Section 10.5 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. If any such term, provision, covenant, or restriction is held to be unreasonable or overly broad as to scope, duration, geographic area, or activity, such term, provision, covenant, or restriction shall be construed and reformed by such court by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law (the "blue-pencil" doctrine). The Restricted Party agrees that such reformed provision shall then be enforceable and shall be enforced as so reformed. The Parties acknowledge and agree that it is their intention that the covenants and restrictions contained in this Agreement be enforced to the fullest extent permissible under applicable law.
Section 10.6 *Assignment.* The Restricted Party may not assign, delegate, or otherwise transfer this Agreement or any of her rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company and Parent. Any purported assignment, delegation, or transfer in violation of this Section 10.6 shall be null and void and of no force or effect. The Company and Parent may freely assign this Agreement and any or all of their respective rights and obligations hereunder, without the consent of the Restricted Party, to (a) any Affiliate of the Company or Parent, or (b) any successor in interest to the Company or Parent, whether by merger, consolidation, acquisition, reorganization, or sale of all or substantially all of the assets of the Company or Parent. 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, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with confirmation of transmission), (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), or (d) three (3) business days after being mailed by registered or certified mail (return receipt requested, postage prepaid), in each case addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 10.7):
If to the Restricted Party:
Sonia Reyes-Watkins At the address on file with the Company Austin, Texas
Email: On file with the Company
If to the Company:
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Attention: Danielle Moreau, General Counsel
Email: dmoreau@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
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
Section 10.8 *Entire Agreement.* This Agreement, together with the Merger Agreement, the Rollover Agreement, and the other transaction documents referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and discussions, whether written or oral, among the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements among the Parties with respect to the subject matter hereof other than those expressly set forth or referenced herein.
Section 10.9 *Amendments; Waiver.* No amendment, modification, or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver. No waiver shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. The failure or delay of any Party to exercise any right, power, or remedy under this Agreement shall not constitute a waiver of such right, power, or remedy.
Section 10.10 *Third-Party Beneficiaries.* Except as expressly provided in this Section 10.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the following Persons is an intended third-party beneficiary of this Agreement and shall have the right to enforce the provisions hereof directly as though it were a party hereto: (a) VeloPay Processing LLC, (b) VeloPay Canada Inc., (c) VeloPay Europe Unipessoal Lda., (d) VeloPay Fraud intelligence Inc., (e) PayStream Gateway LLC, and (f) Harrowgate Capital Management IV LLC (as general partner of Parent), and (g) any other Affiliate of the Company or Parent.
Section 10.11 *Counterparts.* This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including DocuSign or similar electronic signature platforms) shall be effective as delivery of a manually executed original counterpart.
Section 10.12 *Construction.* The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement: (a) the word "including" (and variations thereof) means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (b) references to "directly or indirectly" shall be interpreted broadly to include actions taken through any Person, entity, Affiliate, family member, trust, or other intermediary; (c) words in the singular shall include the plural and vice versa; (d) words of one gender shall include any other gender; (e) references to "herein," "hereof," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision; (f) references to any Article, Section, or Exhibit shall refer to the corresponding Article, Section, or Exhibit of this Agreement; and (g) references to any agreement, instrument, or other document shall refer to such agreement, instrument, or other document as amended, supplemented, or modified from time to time in accordance with its terms.
Section 10.13 *Survival.* All provisions of this Agreement that by their nature or terms are intended to survive the expiration of the Restricted Period or the termination of this Agreement shall so survive, including without limitation Article V (Confidentiality), Article VI (Non-Disparagement), Article VII (Consideration), Article VIII (Remedies), Article IX (Representations and Warranties), and this Article X (General Provisions).
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.
RESTRICTED PARTY:
________________________________________
Sonia Reyes-Watkins
Date: ________
VELOPAY SYSTEMS, INC. (as Surviving Corporation)
By: ________
Name: Marcus Langford
Title: Chief Executive Officer
Date: ________
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: ________
EXHIBIT A
DEFINITION OF BUSINESS — DETAILED SCHEDULE
This Exhibit A is attached to and forms a part of that certain Non-Competition and Non-Solicitation Agreement, dated as of July 22, 2025, by and among Sonia Reyes-Watkins, VeloPay Systems, Inc., and Harrowgate Private Equity Fund IV LP (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
The following is a detailed enumeration of the business lines, products, services, and activities that constitute the "Business" as defined in Section 1.1(b) of the Agreement. This Exhibit A is intended to supplement, and not to limit, the definition of "Business" set forth in the Agreement.
1. Cloud-Native Payments Processing Platform. The development, operation, maintenance, enhancement, marketing, licensing, and sale of cloud-native (or cloud-based) payments processing platforms and related infrastructure, including software-as-a-service (SaaS) platforms, payment processing engines, transaction routing and switching technology, tokenization services, and related application programming interfaces (APIs). This business line encompasses the Company's core platform technology used to process electronic payment transactions for merchants and other customers across multiple payment networks, card brands, and payment methods.
2. Merchant Acquiring Services (Mid-Market and Enterprise). The provision of merchant acquiring services to mid-market and enterprise merchants, including the underwriting, onboarding, boarding, and servicing of merchant accounts; the processing of credit card, debit card, and alternative payment method transactions on behalf of merchants; the settlement of funds to merchant accounts; and the provision of related merchant support, risk management, and reporting services. This business line encompasses the activities of VeloPay Processing LLC and related entities.
3. Payment Gateway Technology. The development, operation, maintenance, enhancement, marketing, licensing, and sale of payment gateway technology, including the legacy PayStream Gateway technology acquired by the Company in 2021 through its acquisition of PayStream Gateway LLC. This business line encompasses the provision of secure payment gateway services that connect merchants, payment processors, acquiring banks, and issuing banks, including gateway transaction routing, data encryption, PCI-DSS compliance tools, and related services.
4. Fraud Detection and Analytics SaaS Products. The development, operation, maintenance, enhancement, marketing, licensing, and sale of fraud detection and analytics products and services for the payments industry, including machine-learning-based fraud detection algorithms, real-time transaction monitoring, risk scoring and decisioning engines, chargeback management tools, and data analytics dashboards. This business line encompasses the activities of VeloPay Fraud intelligence Inc.
5. Interchange-Plus Processing Fee Services. The provision of interchange-plus pricing models and related processing fee services to merchants, including the transparent pass-through of interchange fees, assessment fees, and network fees, together with the Company's processing margin.
6. SaaS Subscription Analytics Dashboard Services. The development, operation, and licensing of SaaS-based analytics dashboards and reporting tools that provide merchants and other customers with insights into their payment processing data, transaction volumes, revenue metrics, customer behavior analytics, and related key performance indicators.
7. Gateway Transaction Fee Services. The provision of payment gateway transaction processing services on a per-transaction fee basis, including the routing and processing of e-commerce, mobile commerce, and omnichannel payment transactions through the Company's gateway infrastructure.
8. Related Financial Technology Services in Payments Infrastructure. Any other financial technology products, services, or activities in the payments infrastructure space in which the Company or any of its subsidiaries (including VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) are engaged as of the Closing Date or were engaged at any time during the twelve (12) months prior to the Closing Date, including but not limited to payment facilitation services, embedded payments solutions, instant settlement or accelerated funding services, recurring billing and subscription management, and cross-border payment processing.
End of Exhibit A

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

SONIA REYES-WATKINS

VELOPAY SYSTEMS, INC.

HARROWGATE PRIVATE EQUITY FUND IV LP

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

RESTRICTED PARTY:

HARROWGATE PRIVATE EQUITY FUND IV LP

EXHIBIT A

Record

Parties

Dates

Amounts