Extract to table

The General Partner has determined that the actions set forth herein are within the scope of its authority and do not require the separate approval or consent of the limited partners of the Fund, except as may otherwise be required by the Limited Partnership Agreement with respect to capital calls and drawdowns, which the General Partner shall effectuate in accordance with the procedures set forth in Article V of the Limited Partnership Agreement

The aggregate liability of the stockholders of VeloPay for indemnification claims under the Merger Agreement (other than claims arising from fraud, willful misconduct, or breaches of fundamental representations) shall not exceed $228,000,000, which represents 12% of the aggregate merger consideration

The representations and warranties of the parties under the Merger Agreement will survive the closing for a period of 18 months from the closing date (with an anticipated closing date of July 22, 2025, such survival period would expire on or about January 22, 2027), except that the fundamental representations (organization, authority, capitalization, and tax matters) shall survive for the full statute of limitations period

Resolution 21 — General Authorization RESOLVED, that the Authorized Representatives are hereby authorized, empowered, and directed, acting singly or together, to execute and deliver any and all agreements, instruments, documents, certificates, notices, filings, and communications, and to take any and all actions, in the name and on behalf of the Fund and the General Partner, as they may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the transactions contemplated thereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such determination; and be it further RESOLVED, that any and all expenses incurred by the General Partner or the Fund in connection with the Transaction, including but not limited to legal fees, advisory fees, financing fees, insurance premiums, filing fees, transfer taxes, escrow agent fees, paying agent fees, and other customary closing costs, shall be proper expenses of the Fund and shall be paid from Fund resources or reimbursed to the General Partner, in each case in accordance with the terms of the Limited Partnership Agreement

EFFECTIVENESS AND COUNTERPARTS This Written Consent shall be effective as of the date first written above, March 17, 2025, and shall have the same force and effect as if the actions set forth herein had been authorized at a duly called and held meeting of the General Partner

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument