Extract to table

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1: Definitions For purposes of this Agreement, the following terms shall have the meanings set forth below: 1

1 "Exclusivity Period" shall mean the period commencing on December 6, 2024 (the date of this Agreement) and continuing through 11:59 p

The Exclusivity Period shall be subject to the automatic extension and early termination provisions set forth in Section 4 of this Agreement

All references herein to the "Exclusivity Period" shall be deemed to include any extension thereof pursuant to Section 4

Without limiting the generality of the foregoing: (a) With respect to HPE Fund IV, "Representatives" shall include Harrowgate Capital Management IV LLC (its general partner), Pendleton Hawkes & Co

(b) With respect to VeloPay, "Representatives" shall include Velthryn Greer & Associates (VeloPay's financial advisor), Whitford Jessup & Crane LLP (VeloPay's legal counsel), Vance Thornbury & Co