Extract to table

2(f) of the Merger Agreement provides that, as a condition precedent to the obligation of the Buyer to consummate the Merger, VeloPay shall have delivered to HPE Fund IV a legal opinion from VeloPay's outside counsel, Whitford Jessup & Crane LLP, in the form specified by counsel to HPE Fund IV

Defined Terms Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement

Addressees and Reliance Parties The Opinion shall be addressed to: (a) Harrowgate Private Equity Fund IV LP, 300 King Street, Suite 4200, Wilmington, Delaware 19801; and (b) Harrowgate Velocity Merger Sub Inc

As noted above, each opinion must be rendered as a "clean" opinion

Form and Delivery Requirements The Opinion shall satisfy each of the following form and delivery requirements: (a) Date

The Opinion shall be dated as of the Closing Date, which is expected to be July 22, 2025