PAYING AGENT AGREEMENT

PAYING AGENT AGREEMENT
Dated as of July 22, 2025
among
VELOPAY SYSTEMS, INC., as the Surviving Corporation,
KEYSTONE PACIFIC TRANSFER SERVICES INC., as Paying Agent,
and, solely for purposes of certain sections specified herein,
HARROWGATE PRIVATE EQUITY FUND IV LP, as Parent
TABLE OF CONTENTS
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This PAYING AGENT AGREEMENT (this "Agreement") is entered into as of July 22, 2025, by and among VeloPay Systems, Inc., a Delaware corporation (the "Surviving Corporation" or the "Company"), with its principal headquarters at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, and Keystone Pacific Transfer Services Inc., a Massachusetts corporation (the "Paying Agent"), with offices at 250 Royall Street, Suite 100, Canton, Massachusetts 02021. Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), with an address at 300 King Street, Suite 4200, Wilmington, Delaware 19801, is a party to this Agreement solely for purposes of Sections 2.1, 2.2, 5.1, 5.3, and 8.2 hereof, and for the purposes of acknowledging and agreeing to its obligations set forth therein.
RECITALS
WHEREAS, Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation, entered into that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub agreed to merge with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Parent;
WHEREAS, the Merger has been consummated on the date hereof in accordance with the terms and conditions of the Merger Agreement, and the Certificate of Merger (the "Certificate of Merger") was duly filed with the Secretary of State of the State of Delaware on July 22, 2025, pursuant to Section 251 of the Delaware General Corporation Law ("DGCL"), and the Merger became effective at the time specified in the Certificate of Merger (the "Effective Time");
WHEREAS, pursuant to the Merger, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent, and each share of common stock, par value $0.001 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares held by Parent, Merger Sub, or any wholly-owned subsidiary of Parent or Merger Sub, dissenting shares, and shares subject to rollover arrangements) was converted into the right to receive $20.00 in cash, without interest (the "Merger Consideration");
WHEREAS, the Merger Agreement provides that Parent shall designate a paying agent reasonably acceptable to the Company for the purpose of exchanging shares of Company Common Stock for the Merger Consideration, and Parent has designated Keystone Pacific Transfer Services Inc. to serve in such capacity;
WHEREAS, Keystone Pacific Transfer Services Inc. has served as the transfer agent and registrar for the Company Common Stock prior to the Effective Time and, in connection therewith, possesses records of the Stockholders and their respective shareholdings;
WHEREAS, in connection with the Merger, an aggregate amount of $133,000,000 (the "Escrow Amount") has been deposited in escrow with Garrison Trust Company, as escrow agent, pursuant to that certain Escrow Agreement, dated as of July 22, 2025 (Reference GT-ESC-2025-07223) (the "Escrow Agreement"), among the Company, Parent, the Stockholder Representative (as defined below), and Garrison Trust Company, to secure the indemnification obligations of the Stockholders under the Merger Agreement, which Escrow Amount has been funded from the aggregate merger consideration and is allocable pro rata among the Stockholders; and
WHEREAS, the Paying Agent desires to accept its appointment as paying agent on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.
"Certificate" or "Certificates" means the stock certificate or stock certificates that, immediately prior to the Effective Time, represented shares of Company Common Stock.
"Company" means VeloPay Systems, Inc., a Delaware corporation, as the Surviving Corporation following the Merger.
"Company Common Stock" means the common stock, par value $0.001 per share, of VeloPay Systems, Inc.
"Effective Time" means the effective time of the Merger as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware on July 22, 2025.
"Escrow Agreement" means that certain Escrow Agreement, dated as of July 22, 2025 (Reference GT-ESC-2025-07223), among the Company, Parent, the Stockholder Representative, and Garrison Trust Company, as escrow agent, governing the Escrow Amount deposited in connection with the indemnification obligations of the Stockholders under the Merger Agreement.
"Escrow Amount" means $133,000,000 in cash, deposited in escrow with Garrison Trust Company pursuant to the Escrow Agreement.
"Exchange Fund" means the aggregate cash amount deposited with the Paying Agent by or on behalf of Parent pursuant to Section 2.1 hereof for the payment of Merger Consideration to the Stockholders, as such amount may be adjusted from time to time in accordance with this Agreement.
"Book-Entry Shares" means shares of Company Common Stock held in book-entry form through the facilities of The Depository Trust Company or the direct registration system maintained by the Paying Agent (in its capacity as the former transfer agent of the Company), in each case outstanding immediately prior to the Effective Time.
"Letter of Transmittal" means the form of letter of transmittal approved by the Company and Parent and substantially in the form attached hereto as Exhibit A, to be used by Stockholders in surrendering Certificates or Book-Entry Shares in exchange for the Merger Consideration.
"Merger" means the merger of Merger Sub with and into the Company pursuant to the Merger Agreement, with the Company surviving as the surviving corporation and a wholly-owned subsidiary of Parent.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 18, 2025, among Parent, Merger Sub, and the Company, as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Consideration" means $20.00 per share in cash, without interest, payable to each Stockholder for each share of Company Common Stock held by such Stockholder immediately prior to the Effective Time, subject to adjustment for the pro rata portion of the Escrow Amount allocable to such Stockholder and any applicable withholding taxes.
"Outstanding Shares" means the 82,400,000 shares of Company Common Stock outstanding immediately prior to the Effective Time, exclusive of shares underlying options, restricted stock units ("RSUs"), and warrants, which are treated separately under the Merger Agreement.
"Parent" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with an address at 300 King Street, Suite 4200, Wilmington, Delaware 19801.
"Paying Agent" means Keystone Pacific Transfer Services Inc., a Massachusetts corporation, in its capacity as the paying agent appointed under this Agreement, or any successor paying agent appointed in accordance with Section 3.6 hereof.
"Person" means any individual, corporation, limited liability company, partnership (whether general or limited), joint venture, association, trust, unincorporated organization, governmental authority, or other entity.
"Stockholder" or "Stockholders" means the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time who are entitled to receive Merger Consideration pursuant to the Merger Agreement and this Agreement.
"Stockholder Representative" means Nathan Aldridge, in his capacity as the stockholder representative appointed pursuant to and in accordance with that certain Stockholder Representative Agreement, dated as of March 18, 2025 (the "Stockholder Representative Agreement"), by and among the Company, Parent, and Nathan Aldridge, acting on behalf of the Stockholders.
Section 1.2 — Other Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In addition, the following terms are defined in the Sections of this Agreement indicated below:
Section 1.3 — Rules of Construction. Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing any gender shall include all genders; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) references to "Sections," "Articles," and "Exhibits" shall refer to the Sections, Articles, and Exhibits of this Agreement; (e) the words "herein," "hereof," and "hereunder" shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and (f) all references to "$" or "dollars" shall mean United States dollars.
ARTICLE II
DEPOSIT OF EXCHANGE FUND; PAYMENT PROCEDURES
Section 2.1 — Deposit of Exchange Fund.
(a) On the date hereof, concurrently with the execution and delivery of this Agreement, Parent shall deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds to the account designated by the Paying Agent in writing prior to the date hereof, an aggregate cash amount sufficient to pay the Merger Consideration to all Stockholders with respect to the Outstanding Shares, after giving effect to the withholding of the pro rata portion of the Escrow Amount allocable to the Stockholders (such aggregate cash amount, as it may be increased or decreased from time to time in accordance with this Agreement, the "Exchange Fund").
(b) The aggregate Merger Consideration payable to the Stockholders with respect to the Outstanding Shares, before giving effect to the Escrow Amount, is equal to $20.00 multiplied by 82,400,000 Outstanding Shares, or $1,648,000,000 in the aggregate. For the avoidance of doubt, the Exchange Fund deposited with the Paying Agent pursuant to this Section 2.1 shall equal the aggregate Merger Consideration payable to the Stockholders ($1,648,000,000) less the Escrow Amount ($133,000,000) allocable to the Stockholders on a pro rata basis in accordance with the Merger Agreement and the Escrow Agreement. Accordingly, the net amount deposited with the Paying Agent on the date hereof shall be $1,515,000,000 (the "Initial Deposit Amount"). The Escrow Amount has been separately deposited with Garrison Trust Company, as escrow agent, pursuant to the Escrow Agreement and shall be released and distributed in accordance with the terms thereof.
(c) For the further avoidance of doubt, amounts payable in respect of stock options, RSUs, and warrants of the Company are not included in the Exchange Fund and shall be paid through the Company's payroll system or otherwise as provided in the Merger Agreement and the applicable award agreements. The Paying Agent shall have no obligations with respect to such equity-based awards.
(d) The Paying Agent shall hold the Exchange Fund in a segregated trust account for the exclusive benefit of the Stockholders (the "Trust Account"). The Exchange Fund shall not be subject to the claims of the creditors of the Company, Parent, or the Paying Agent, nor shall the Exchange Fund be considered an asset of the Paying Agent for any purpose. The Paying Agent shall not commingle the Exchange Fund with any other funds held by the Paying Agent.
(e) If at any time the Paying Agent determines that the Exchange Fund is insufficient to make payments to all Stockholders entitled to receive Merger Consideration (after giving effect to the Escrow Amount and investment income credited thereto), the Paying Agent shall promptly notify the Company and Parent in writing, and Parent shall, within three (3) Business Days following receipt of such notice, deposit or cause to be deposited with the Paying Agent such additional amounts as are necessary to satisfy such deficiency.
Section 2.2 — Investment of Exchange Fund.
(a) The Paying Agent shall invest and reinvest the Exchange Fund, and any portion thereof not immediately required to pay Merger Consideration, as directed by Parent (or, in the absence of timely direction by Parent, by the Company) in one or more of the following: (i) direct obligations of the United States of America; (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the timely payment of principal and interest; or (iii) money market funds that invest exclusively in obligations described in clauses (i) and (ii) above and that are rated in the highest rating category by at least one nationally recognized statistical rating organization. In each case, such investments shall have maturities of no more than thirty (30) days from the date of acquisition.
(b) Any interest and other income resulting from investment of the Exchange Fund shall be for the account of the Surviving Corporation and shall not increase the per-share Merger Consideration payable to the Stockholders. Such investment income shall be paid to the Company upon request or upon termination of this Agreement, as the case may be.
(c) Any losses on investment of the Exchange Fund shall be promptly replaced by Parent (within three (3) Business Days of written notice from the Paying Agent) so that the Exchange Fund is at all times sufficient to pay the Merger Consideration to all Stockholders who have not yet received payment. The Paying Agent shall provide prompt written notice to Parent and the Company of any investment losses.
(d) The Paying Agent shall not be liable for any losses incurred on the investment of the Exchange Fund, provided that the Paying Agent has invested such funds in accordance with the directions given pursuant to this Section 2.2 and in compliance with the investment parameters set forth herein.
Section 2.3 — Mailing of Letters of Transmittal.
(a) Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, the Paying Agent shall mail or cause to be mailed to each record holder of Company Common Stock as of immediately prior to the Effective Time (i) a Letter of Transmittal, substantially in the form attached hereto as Exhibit A, and (ii) written instructions for use in surrendering Certificates or effecting the transfer of Book-Entry Shares in exchange for the Merger Consideration.
(b) The Letter of Transmittal shall specify, among other things, that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or appropriate affidavits of loss, destruction, or theft, together with an indemnity bond as described in Section 2.7 hereof) to the Paying Agent, and that the method of delivery of Certificates to the Paying Agent shall be at the election and risk of the Stockholder.
(c) The Paying Agent shall use the records of the Company's transfer agent (which records are in the possession of the Paying Agent in its capacity as the former transfer agent of the Company prior to the Effective Time) to determine the names, addresses, and share positions of the Stockholders for purposes of mailing the Letters of Transmittal and processing the exchange of shares for Merger Consideration. The Company shall provide, or cause to be provided to, the Paying Agent any additional information reasonably necessary for the Paying Agent to fulfill its obligations under this Section 2.3.
(d) Any Letter of Transmittal returned to the Paying Agent as undeliverable shall be held by the Paying Agent until the Paying Agent receives a claim therefor from the applicable Stockholder or until the termination of this Agreement, whichever is earlier. The Paying Agent shall maintain a log of all such undeliverable mailings and shall include the number of undeliverable Letters of Transmittal in its periodic reports delivered pursuant to Section 4.1 hereof.
Section 2.4 — Exchange Procedures for Certificated Shares.
(a) Following the Effective Time, upon surrender to the Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal (with all required accompanying documents, including a properly completed IRS Form W-9 or applicable IRS Form W-8) and any other documents reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration of $20.00 per share in cash in respect of the number of shares of Company Common Stock represented by such Certificate, less (i) the pro rata portion of the Escrow Amount allocable to such shares, and (ii) any applicable withholding taxes required to be deducted and withheld pursuant to Section 2.6 hereof.
(b) Payment of the Merger Consideration shall be made by check mailed to the address specified in the Letter of Transmittal or, at the election of the Stockholder (as specified in the Letter of Transmittal), by wire transfer of immediately available funds to the bank account designated by such Stockholder; provided, that payment by wire transfer shall be available only for aggregate payments of $50,000 or more. Payment shall be made within five (5) Business Days following the Paying Agent's receipt of a properly completed Letter of Transmittal and duly surrendered Certificate (or, in the case of a lost, stolen, or destroyed Certificate, the required documentation set forth in Section 2.7 hereof).
(c) Upon payment of the applicable Merger Consideration, each surrendered Certificate shall forthwith be cancelled and shall be of no further force or effect, and the holder thereof shall cease to have any rights with respect thereto other than the right to receive the Merger Consideration in accordance with this Agreement and the Merger Agreement.
(d) If the Merger Consideration (or any portion thereof) is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (i) the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer, (ii) the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered, or establish to the reasonable satisfaction of the Paying Agent and the Company that such tax has been paid or is not applicable, and (iii) such Person shall provide any additional documentation reasonably requested by the Paying Agent to evidence authority to receive such payment.
Section 2.5 — Exchange Procedures for Book-Entry Shares.
(a) Holders of Book-Entry Shares shall not be required to deliver Certificates to the Paying Agent. The transfer of Merger Consideration in respect of Book-Entry Shares shall be effected in accordance with the Paying Agent's customary procedures for book-entry transfers, as may be modified to reflect the specific requirements of this Agreement and the Merger Agreement.
(b) The Paying Agent shall, upon receipt of an "agent's message" through The Depository Trust Company's Automated Tender Offer Program (or other evidence of transfer satisfactory to the Paying Agent), together with a properly completed Letter of Transmittal (to the extent required by the Paying Agent's customary procedures) and a properly completed IRS Form W-9 or applicable IRS Form W-8, cause the Merger Consideration (less the pro rata portion of the Escrow Amount allocable to such Book-Entry Shares and any applicable withholding taxes) to be paid in respect of such Book-Entry Shares.
(c) Payment in respect of Book-Entry Shares shall be made within five (5) Business Days following the Paying Agent's receipt of all required documentation described in Section 2.5(b) above. Payment shall be made by check or wire transfer in accordance with the procedures set forth in Section 2.4(b) hereof, mutatis mutandis.
(d) Upon payment of the applicable Merger Consideration, the Book-Entry Shares in respect of which such payment is made shall be cancelled on the records of the Paying Agent, and the holder thereof shall cease to have any rights with respect thereto other than the right to receive the Merger Consideration in accordance with this Agreement and the Merger Agreement.
Section 2.6 — Withholding.
(a) The Paying Agent, Parent, and the Surviving Corporation shall each be entitled to deduct and withhold from the Merger Consideration otherwise payable to any Stockholder pursuant to this Agreement such amounts as are required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any applicable provision of state, local, or foreign tax law. To the extent that any amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement and the Merger Agreement as having been paid to the Stockholder in respect of whom such deduction and withholding was made.
(b) The Paying Agent shall timely remit all amounts withheld pursuant to this Section 2.6 to the appropriate governmental authority in accordance with applicable law and shall provide the Company with evidence of such remittance upon reasonable request.
(c) As a condition to receiving payment of the Merger Consideration, each Stockholder shall be required to submit a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or, in the case of a non-U.S. person, the appropriate IRS Form W-8 (including, as applicable, Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or Form W-8IMY). The Paying Agent shall not process any payment of Merger Consideration with respect to any Stockholder who has not provided a properly completed IRS Form W-9 or applicable IRS Form W-8. In the absence of a valid IRS Form W-9, the Paying Agent shall apply backup withholding at the applicable rate (currently 24%) to payments of Merger Consideration made to such Stockholder in accordance with Section 3406 of the Code and the regulations promulgated thereunder.
(d) The Paying Agent shall cooperate with the Company and Parent in determining the appropriate withholding treatment with respect to any Stockholder as to which there is a question regarding the proper application of withholding requirements, and the Paying Agent shall follow the written instructions of the Company and Parent with respect thereto, provided that such instructions are consistent with applicable law.
Section 2.7 — Lost, Stolen, or Destroyed Certificates.
(a) If any Certificate has been lost, stolen, or destroyed, the Paying Agent shall issue the applicable Merger Consideration (less the pro rata portion of the Escrow Amount and any applicable withholding taxes) to the Stockholder upon receipt of: (i) an affidavit of loss, destruction, or theft from the Stockholder (or, if the Stockholder is a legal entity, from a duly authorized officer thereof), in form and substance reasonably satisfactory to the Paying Agent and the Company, attesting to the loss, destruction, or theft of such Certificate and the circumstances surrounding such loss, destruction, or theft; and (ii) a customary indemnity bond or surety from a surety company reasonably satisfactory to the Paying Agent and the Surviving Corporation, in an amount and upon terms reasonably satisfactory to the Paying Agent and the Surviving Corporation, to indemnify and protect the Paying Agent and the Surviving Corporation against any claim that may be made against the Paying Agent or the Surviving Corporation with respect to such Certificate alleged to have been lost, stolen, or destroyed.
(b) The Paying Agent and the Company may, in their sole discretion, waive the requirement for an indemnity bond in the case of a Stockholder whose aggregate Merger Consideration does not exceed $5,000, provided that such Stockholder provides an affidavit of loss in form reasonably satisfactory to the Paying Agent.
Section 2.8 — No Further Transfers.
(a) After the Effective Time, the stock transfer books of the Company shall be closed, and no further transfers of Company Common Stock shall be made or registered on such stock transfer books. The Paying Agent shall close the stock transfer books of the Company at the Effective Time in accordance with the instructions of the Company.
(b) If, after the Effective Time, Certificates are presented to the Paying Agent for registration of transfer, such Certificates shall be cancelled and exchanged for the applicable Merger Consideration as provided in this Article II.
(c) From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except the right to receive the Merger Consideration in accordance with this Agreement and the Merger Agreement, and, if applicable, the right to receive distributions from the Escrow Amount in accordance with the Escrow Agreement.
Section 2.9 — No Interest.
No interest shall be paid or accrue on any Merger Consideration payable to the Stockholders pursuant to this Agreement, regardless of the time elapsed between the Effective Time and the date of actual payment of the Merger Consideration to any Stockholder.
ARTICLE III
PAYING AGENT'S DUTIES AND RESPONSIBILITIES
Section 3.1 — Duties.
(a) The Paying Agent's duties and obligations shall be limited to those expressly set forth in this Agreement, the Merger Agreement (to the extent incorporated herein by reference), and any written instructions received from the Company, Parent, or the Stockholder Representative, as applicable, in each case consistent with the terms of this Agreement. The Paying Agent shall have no implied duties or obligations.
(b) The Paying Agent shall act as agent for the Surviving Corporation in its capacity hereunder and shall not be deemed to have any fiduciary or other duties to any Stockholder, Parent, or any other Person, except as expressly provided in this Agreement or as required by applicable law.
(c) The Paying Agent shall maintain accurate, complete, and up-to-date records of all Certificates surrendered and Book-Entry Shares transferred, all Letters of Transmittal received (including any deficient or incomplete Letters of Transmittal), all payments of Merger Consideration made (specifying the method of payment, date, amount, and recipient), all withholding taxes deducted and remitted, all IRS Forms W-9 and W-8 received, and all other transactions undertaken in connection with its duties hereunder. Such records shall be maintained in accordance with the Paying Agent's customary record-keeping practices and shall be made available for inspection by the Company, Parent, and the Stockholder Representative (or their respective authorized representatives) upon reasonable prior written notice during normal business hours.
(d) The Paying Agent shall use commercially reasonable efforts to process each properly submitted Letter of Transmittal and surrendered Certificate (or Book-Entry Share documentation) within the time periods specified in Sections 2.4 and 2.5 hereof. In the event the Paying Agent determines that any Letter of Transmittal or accompanying documentation is deficient, incomplete, or improperly executed, the Paying Agent shall promptly notify the submitting Stockholder in writing of the nature of such deficiency and shall not process the payment until such deficiency has been cured to the reasonable satisfaction of the Paying Agent.
Section 3.2 — Standard of Care.
(a) The Paying Agent shall perform its obligations under this Agreement with the degree of care and skill that a reasonably prudent paying agent would exercise under the same or similar circumstances, taking into account the nature and scope of the Merger and the Exchange Fund.
(b) The Paying Agent shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence or willful misconduct. In no event shall the Paying Agent be liable for any indirect, incidental, consequential, special, or punitive damages (including lost profits), regardless of the form of action or the theory of liability, even if the Paying Agent has been advised of the possibility of such damages.
(c) The Paying Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Section 3.3 — Reliance on Documents and Instructions.
(a) The Paying Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any certificate, notice, instruction, request, direction, consent, waiver, resolution, opinion, report, or other document or instrument believed by it in good faith to be genuine and to have been signed, presented, or given by the proper party or parties.
(b) Without limiting the generality of the foregoing, the Paying Agent may rely on written instructions from the Company, acting through its duly authorized officers (including, without limitation, Danielle Moreau, General Counsel, and Nathan Aldridge, Chief Executive Officer), and on written instructions from the legal counsel of the respective parties hereto, including Calderwood & Harkness LLP (on behalf of Parent) and Whitford Jessup & Crane LLP (on behalf of the Stockholder Representative). The Paying Agent shall not be liable for any action taken or omitted in reliance on such instructions.
(c) The Paying Agent may assume that any Person purporting to give it any notice, instruction, or direction on behalf of a party to this Agreement has been duly authorized to do so unless the Paying Agent has received written notice to the contrary from such party.
Section 3.4 — Consultation with Counsel.
The Paying Agent may, at any time and from time to time, consult with legal counsel of its own choosing (which may be counsel to the Company or Parent, or independent counsel) with respect to any question or matter arising under or in connection with this Agreement, and the Paying Agent shall not be liable for any action taken, suffered, or omitted by it in good faith and in accordance with the advice or opinion of such counsel. The reasonable fees and expenses of such counsel shall be reimbursable expenses of the Paying Agent under Section 5.2 hereof.
Section 3.5 — Resignation and Removal.
(a) The Paying Agent may resign at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Company and Parent. Such resignation shall not become effective until a successor paying agent has been appointed in accordance with Section 3.6 hereof. If a successor paying agent has not been appointed within forty-five (45) days after the date of such notice of resignation, the Paying Agent may petition any court of competent jurisdiction for the appointment of a successor paying agent.
(b) The Company and Parent, acting jointly, may remove the Paying Agent at any time by giving not less than thirty (30) days' prior written notice of such removal to the Paying Agent. The Company and Parent shall appoint a successor paying agent in accordance with Section 3.6 hereof prior to the effective date of such removal. If a successor paying agent has not been appointed by the effective date of such removal, the removal shall not take effect until a successor has been appointed and has accepted such appointment.
(c) In the event of a resignation or removal of the Paying Agent, the Paying Agent shall continue to act in such capacity until its successor has been appointed and has accepted such appointment and all funds, records, and documents have been transferred to such successor in accordance with Section 3.6 hereof.
Section 3.6 — Successor Paying Agent.
(a) Any successor paying agent appointed pursuant to Section 3.5 hereof shall execute and deliver to the Company, Parent, and the predecessor Paying Agent a written instrument accepting such appointment and agreeing to be bound by all of the terms and conditions of this Agreement applicable to the Paying Agent.
(b) Upon the appointment and acceptance of a successor paying agent, the predecessor Paying Agent shall (i) transfer and deliver to such successor all of the Exchange Fund (including any investment income thereon) then held by the predecessor Paying Agent, together with all records, documents, and data relating to the Exchange Fund and the transactions contemplated by this Agreement, and (ii) take all other actions reasonably necessary to effect an orderly transition to the successor paying agent. Such transfer shall be completed promptly upon the effective date of the successor's appointment, and in any event within ten (10) Business Days thereof.
(c) Upon completion of the transfer of funds, records, and documents to a successor paying agent in accordance with this Section 3.6, the predecessor Paying Agent shall be discharged from all further duties and obligations under this Agreement (other than those that expressly survive termination or that arose prior to the effective date of such discharge), and the successor paying agent shall have all of the rights, duties, and obligations of the Paying Agent under this Agreement as if it were the original Paying Agent hereunder.
ARTICLE IV
REPORTING
Section 4.1 — Periodic Reports.
The Paying Agent shall prepare and deliver to the Company and Parent, within ten (10) Business Days following the end of each calendar month during the term of this Agreement, a written report (each, a "Monthly Report") setting forth the following information for such calendar month:
(a) the number of Certificates surrendered and Book-Entry Shares transferred during such month, and the cumulative number of Certificates surrendered and Book-Entry Shares transferred since the Effective Time;
(b) the aggregate Merger Consideration paid during such month, and the cumulative aggregate Merger Consideration paid since the Effective Time;
(c) the aggregate amount of withholding taxes (including federal income tax withholding, backup withholding, and state and local withholding, as applicable) deducted and remitted during such month, and the cumulative aggregate amount of withholding taxes deducted and remitted since the Effective Time;
(d) the number of outstanding (unsurrendered) Certificates and the aggregate Merger Consideration still payable with respect to such unsurrendered Certificates and unclaimed Book-Entry Shares;
(e) the balance of the Exchange Fund, including (i) the principal amount, (ii) any accrued and unpaid investment income, and (iii) a description of the investments then held in the Trust Account; and
(f) any other information reasonably requested by the Company or Parent.
The Paying Agent shall deliver the Monthly Report to the Company and Parent via email to the addresses specified in Section 8.1 hereof (or such other addresses as may be designated by the Company or Parent from time to time in writing).
Section 4.2 — Tax Reporting.
(a) The Paying Agent shall prepare and file (or cause to be prepared and filed) all required IRS Forms 1099 (including, without limitation, Forms 1099-B and 1099-MISC, as applicable) and any other applicable federal, state, or local tax information returns with respect to payments of Merger Consideration to Stockholders, in accordance with applicable law and within the time periods prescribed therefor. The Paying Agent shall furnish copies of such Forms 1099 (or other applicable tax information returns) to the applicable Stockholders and to the Company in accordance with applicable law.
(b) The Paying Agent shall report and remit all backup withholding to the Internal Revenue Service in accordance with Section 3406 of the Code and the regulations promulgated thereunder, and shall file IRS Forms 945 and any other required returns in connection therewith.
(c) The Paying Agent shall cooperate with the Company and with Leonard Cross (specialist partner, Tax, Calderwood & Harkness LLP) in the preparation and filing of any supplemental tax reporting required in connection with the Merger, including without limitation any reporting required under Sections 6045 and 6050W of the Code, and shall provide the Company and its tax advisors with such information and access to records as may be reasonably necessary to ensure compliance with applicable tax reporting obligations.
(d) The Paying Agent shall retain copies of all IRS Forms W-9 and W-8 collected from Stockholders, and all tax information returns filed by the Paying Agent, for a period of not less than seven (7) years following the termination of this Agreement (or such longer period as may be required by applicable law), and shall make such records available to the Company upon reasonable prior written request.
Section 4.3 — Final Report.
Within thirty (30) days following the earlier of (a) the date on which all Merger Consideration has been disbursed to the Stockholders and all obligations of the Paying Agent hereunder have been satisfied (the "Completion Date"), and (b) the Termination Date (as defined in Section 7.1 hereof), the Paying Agent shall prepare and deliver to the Company and Parent a final written accounting (the "Final Report") setting forth, in reasonable detail:
(i) the total number of Certificates surrendered and Book-Entry Shares transferred during the term of this Agreement;
(ii) the total Merger Consideration paid to Stockholders;
(iii) the total withholding taxes deducted and remitted;
(iv) the total number of outstanding (unsurrendered) Certificates and the aggregate Merger Consideration remaining payable with respect thereto;
(v) the balance of the Exchange Fund remaining undisbursed (including any investment income thereon);
(vi) the total fees and expenses of the Paying Agent; and
(vii) such other information as may be reasonably necessary to provide a complete accounting of the Paying Agent's activities under this Agreement.
ARTICLE V
COMPENSATION, INDEMNIFICATION, AND EXPENSES
Section 5.1 — Paying Agent Fees.
(a) The Company (as the Surviving Corporation) shall pay the Paying Agent compensation for its services hereunder in accordance with the fee schedule set forth in Exhibit B attached hereto and made a part hereof. Such fees shall be payable quarterly in arrears, within thirty (30) days following the Paying Agent's delivery of an invoice therefor, unless otherwise specified in Exhibit B.
(b) All fees and expenses of the Paying Agent under this Agreement shall be borne by the Company and shall be payable from the transaction expenses allocation in connection with the Merger. For informational purposes only, the aggregate estimated transaction expenses for both the buyer and seller sides of the Merger are approximately $48,500,000. The fees and expenses of the Paying Agent shall constitute a portion of such transaction expenses.
(c) Parent acknowledges and agrees that, to the extent the Company fails to pay any fees or expenses owed to the Paying Agent hereunder within thirty (30) days of the due date, Parent shall be responsible for such payment.
Section 5.2 — Expense Reimbursement.
The Company shall reimburse the Paying Agent for all reasonable and documented out-of-pocket expenses incurred by the Paying Agent in connection with the performance of its duties under this Agreement, including, without limitation, postage, courier, printing, telecommunications costs, and the reasonable fees and expenses of legal counsel engaged by the Paying Agent pursuant to Section 3.4 hereof. The Paying Agent shall submit invoices for such expenses on a monthly basis, together with reasonable supporting documentation, and the Company shall pay such invoices within thirty (30) days of receipt.
Section 5.3 — Indemnification of Paying Agent.
(a) The Company and Parent shall, jointly and severally, indemnify, defend, and hold harmless the Paying Agent and its officers, directors, employees, agents, and representatives (each, a "Paying Agent Indemnified Party") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") arising out of, relating to, or in connection with the Paying Agent's acceptance of its appointment hereunder or the performance of its obligations under this Agreement; provided, however, that no Paying Agent Indemnified Party shall be entitled to indemnification to the extent that such Losses are finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted from the negligence, bad faith, or willful misconduct of such Paying Agent Indemnified Party.
(b) The Paying Agent shall promptly notify the Company and Parent in writing of any claim, demand, or proceeding for which it may seek indemnification hereunder; provided, that the failure to provide such prompt notice shall not relieve the Company or Parent of their indemnification obligations hereunder except to the extent that the Company or Parent is materially prejudiced by such failure.
(c) The indemnification obligations of the Company and Parent under this Section 5.3 shall survive the resignation, removal, or replacement of the Paying Agent and the termination of this Agreement.
Section 5.4 — Paying Agent's Lien.
The Paying Agent shall have a first-priority lien on the Exchange Fund (and any investment income thereon) to the extent of its accrued and unpaid fees and unreimbursed expenses arising under this Agreement; provided, that the Paying Agent shall not exercise or enforce such lien in a manner that would impair, delay, or prevent the timely payment of Merger Consideration to the Stockholders in accordance with the terms of this Agreement. The Paying Agent shall provide the Company and Parent with not less than ten (10) Business Days' prior written notice before exercising any such lien.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
Section 6.1 — Representations and Warranties of the Company.
The Company hereby represents and warrants to the Paying Agent as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5748392).
(b) Corporate Power and Authority. The Company has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
(c) Authorization. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of this Agreement.
(d) Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or other similar laws affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").
(e) No Conflicts. The execution, delivery, and performance of this Agreement by the Company does not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company, (ii) violate or conflict with any law, regulation, order, judgment, or decree applicable to the Company, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Company is a party.
Section 6.2 — Representations and Warranties of the Paying Agent.
The Paying Agent hereby represents and warrants to the Company and Parent as follows:
(a) Organization and Good Standing. Keystone Pacific Transfer Services Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts.
(b) Corporate Power and Authority. The Paying Agent has full corporate power and authority to execute, deliver, and perform this Agreement and to act as paying agent hereunder.
(c) Authorization. The execution, delivery, and performance of this Agreement by the Paying Agent have been duly authorized by all necessary corporate action on the part of the Paying Agent, and no other corporate proceedings on the part of the Paying Agent are necessary to authorize the execution, delivery, and performance of this Agreement.
(d) Enforceability. This Agreement has been duly executed and delivered by the Paying Agent and constitutes the valid and binding obligation of the Paying Agent, enforceable against the Paying Agent in accordance with its terms, subject to the Enforceability Exceptions.
(e) No Conflicts. The execution, delivery, and performance of this Agreement by the Paying Agent does not and will not (i) violate or conflict with any provision of the articles of organization or bylaws (or equivalent organizational documents) of the Paying Agent, (ii) violate or conflict with any law, regulation, order, judgment, or decree applicable to the Paying Agent, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Paying Agent is a party.
(f) Capacity and Experience. The Paying Agent has the experience, personnel, systems, and infrastructure necessary to fulfill its obligations under this Agreement in a timely and competent manner. The Paying Agent is registered as a transfer agent with the U.S. Securities and Exchange Commission and maintains all licenses and registrations required to perform its duties hereunder.
ARTICLE VII
TERM AND TERMINATION
Section 7.1 — Term.
This Agreement shall become effective on the date hereof (July 22, 2025) and shall continue in full force and effect until the earlier of (a) the date on which all Merger Consideration has been disbursed to the Stockholders and all obligations of the Paying Agent hereunder have been fully satisfied (the "Completion Date"), and (b) the date that is twelve (12) months after the Effective Time (the "Termination Date"), unless the term of this Agreement is extended by mutual written agreement of the Company and Parent (with notice to the Paying Agent). The Paying Agent shall not be obligated to continue serving as paying agent beyond the Termination Date without its prior written consent.
Section 7.2 — Return of Exchange Fund.
(a) Upon the termination of this Agreement (whether by reason of the occurrence of the Completion Date, the Termination Date, or otherwise), the Paying Agent shall promptly (and in any event within five (5) Business Days following such termination) return to the Company (as the Surviving Corporation) any portion of the Exchange Fund remaining undisbursed, together with any investment income thereon, less (i) any amounts required to be withheld pursuant to Section 2.6 hereof and not yet remitted to the applicable governmental authority (which amounts shall be remitted by the Paying Agent promptly following termination), and (ii) any accrued and unpaid fees and unreimbursed expenses payable to the Paying Agent pursuant to Article V hereof.
(b) Following the return of the remaining Exchange Fund to the Company in accordance with Section 7.2(a), any former Stockholders who have not yet surrendered their Certificates or complied with the exchange procedures set forth in this Article II shall look solely to the Company (as the Surviving Corporation) for payment of the Merger Consideration to which they are entitled. The Paying Agent shall have no further liability or obligation to any Stockholder with respect to the payment of Merger Consideration after such return.
(c) The Company shall remain liable for all claims of Stockholders for unpaid Merger Consideration following the termination of this Agreement, and nothing in this Agreement shall relieve the Company of its obligation to pay the Merger Consideration to each Stockholder who is entitled thereto under the Merger Agreement.
Section 7.3 — Unclaimed Property / Escheatment.
(a) If any portion of the Merger Consideration remains unclaimed by a Stockholder for a period that would cause such funds to escheat to or become the property of any governmental authority under any applicable abandoned property, escheat, or similar law, then the Paying Agent shall, prior to the date on which such escheatment would occur, deliver written notice to the Company specifying the amount of such unclaimed funds, the identity of the applicable Stockholder (to the extent known), and the applicable escheatment deadline. To the extent permitted by applicable law, the Paying Agent shall deliver such unclaimed funds to the Company (rather than to the applicable governmental authority), and the Company shall thereafter be solely responsible for compliance with all applicable unclaimed property and escheatment laws with respect to such funds.
(b) The Company acknowledges and agrees that it shall be responsible for compliance with all applicable unclaimed property, abandoned property, and escheatment laws with respect to any Merger Consideration returned to it pursuant to this Section 7.3 or Section 7.2 hereof, including, without limitation, any reporting, remittance, or other obligations arising under such laws.
(c) Neither the Company, Parent, nor the Paying Agent shall be liable to any Stockholder or other Person for any amounts delivered to a governmental authority pursuant to applicable escheatment or abandoned property laws, and no interest shall accrue on any unclaimed Merger Consideration.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 — Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with proof of delivery), or (c) upon transmission by email (with confirmation of receipt by the intended recipient, which confirmation may be electronic), in each case addressed to the applicable party at the address set forth below (or at such other address as such party may designate from time to time by Notice given in accordance with this Section 8.1):
If to the Company:
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Attention: Danielle Moreau, General Counsel
Email: d.moreau@velopaysystems.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to the Paying Agent:
Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Linda Matsumoto, Vice President, Corporate Actions
Email: lmatsumoto@keystonepacific.com
If to Parent:
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801
Attention: Priya Deshmukh, Managing Partner
Email: pdeshmukh@harrowgatecapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to the Stockholder Representative:
Nathan Aldridge c/o VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Email: naldridge@velopaysystems.com
with a copy (which shall not constitute notice) to:
Whitford Jessup & Crane LLP 600 Congress Avenue, Suite 2400 Austin, Texas 78701
Attention: Rebecca Thornton-Hayes
Email: rthorntonhayes@whitfordjessup.com
Section 8.2 — Amendments and Waivers.
(a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by the Company, Parent, and the Paying Agent. No amendment, modification, or supplement shall be effective unless it is in writing and signed by all such parties.
(b) Any provision of this Agreement may be waived only if such waiver is set forth in a written instrument duly executed by the party against whom enforcement of such waiver is sought. No waiver of any right or remedy under this Agreement shall be deemed a waiver of any other or subsequent right or remedy.
(c) No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 8.3 — Assignment.
(a) The Paying Agent may not assign its rights or delegate its duties or obligations under this Agreement to any Person without the prior written consent of the Company and Parent, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) The Company may assign this Agreement (including its rights and obligations hereunder) to any successor entity by operation of law (including by merger, consolidation, or sale of all or substantially all of the Company's assets) without the consent of the Paying Agent, provided that such successor entity assumes in writing all of the Company's obligations under this Agreement. The Company shall provide prompt written notice to the Paying Agent of any such assignment.
(c) Any purported assignment in violation of this Section 8.3 shall be null and void.
Section 8.4 — Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. The parties acknowledge that the Merger Agreement is also governed by the laws of the State of Delaware, and it is the intent of the parties that the provisions of this Agreement be construed consistently with the Merger Agreement.
Section 8.5 — Jurisdiction; Venue.
(a) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any state court sitting in New Castle County, Delaware, or the United States District Court for the District of Delaware) for the adjudication of any dispute, controversy, or claim arising out of or relating to this Agreement or the transactions contemplated hereby, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement (each, a "Dispute"), and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such Dispute may be heard and determined in such courts.
(b) Each of the parties hereto irrevocably and unconditionally 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 Dispute in the courts referred to in Section 8.5(a) and any claim that any such Dispute brought in any such court has been brought in an inconvenient forum.
(c) Each of the parties hereto agrees that service of process in any Dispute may be made by delivering a copy thereof by hand, by nationally recognized overnight courier, or by certified or registered mail (return receipt requested), to such party at its address set forth in Section 8.1 hereof.
Section 8.6 — Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION 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 8.6.
Section 8.7 — Severability.
If any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other Person or set of circumstances. Upon such a determination of invalidity, illegality, or unenforceability, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties as nearly as possible, and the remaining provisions of this Agreement shall continue in full force and effect.
Section 8.8 — Entire Agreement.
This Agreement, together with the Merger Agreement, the Escrow Agreement, the Stockholder Representative Agreement, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements (whether written or oral) among the parties hereto relating to the subject matter hereof. No prior draft of this Agreement shall be used as evidence of the parties' intent in the interpretation or construction of this Agreement.
Section 8.9 — Counterparts.
This Agreement may be executed in one or more counterparts (including by means of electronic signature, whether digital or encrypted, delivered by facsimile or portable document format (.pdf)), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 8.10 — Third-Party Beneficiaries.
(a) The Stockholders are intended third-party beneficiaries of this Agreement with respect to the Paying Agent's obligation to pay the Merger Consideration in accordance with the terms and conditions set forth herein, and each Sto