Extract to table

All underwriting diligence has been concluded, and no further conditions must be satisfied for the R&W Policy to become effective upon closing

$66,500,000) shall be released to the Stockholder Representative on behalf of the former stockholders of VeloPay on the first anniversary of the closing date, and the remainder shall be released on the eighteen (18)-month anniversary of the closing date, in each case net of amounts reserved for pending or unresolved indemnification claims

HPE Fund IV shall have a five (5)-business-day match right following receipt of notice from VeloPay of any superior proposal

• Treatment of Equity Awards: (i) vested and in-the-money stock options outstanding as of immediately prior to the effective time of the Merger shall be cancelled and converted into the right to receive a net cash payment equal to the excess of $20

00 over the applicable exercise price, less applicable tax withholdings; (ii) unvested stock options shall be treated as follows: fifty percent (50%) shall be accelerated and cashed out on the same terms as vested options, and the remaining fifty percent (50%) shall be converted into replacement awards with respect to interests in HPE Fund IV (or a designated affiliate) with a twenty-four (24)-month vesting period from the closing date; (iii) outstanding restricted stock units ("RSUs") shall be fully accelerated and cashed out at $20

00 per unit; and (iv) outstanding warrants shall be cancelled and converted into the right to receive a cash payment of $11