Extract to table

00) (the "Escrow Amount"), shall be deposited in escrow at the closing of the Merger (the "Closing") to secure the indemnification obligations of the former stockholders of the Company under Article X of the Merger Agreement; WHEREAS, the Closing occurred on July 22, 2025, and a Certificate of Merger was duly filed with the Secretary of State of the State of Delaware on such date, at which time the Merger became effective (the "Effective Time"); WHEREAS, Nathan Aldridge was duly appointed as the Stockholder Representative pursuant to that certain Stockholder Representative Agreement, dated as of March 18, 2025 (the "Stockholder Representative Agreement"), to act on behalf of and as the exclusive representative of the former stockholders of the Company for purposes of indemnification, escrow administration, and post-closing dispute resolution under the Merger Agreement, with full power and authority to take any and all actions, give and receive any and all notices, make any and all determinations, and execute any and all documents on behalf of the former stockholders in connection with this Agreement and the indemnification provisions of the Merger Agreement; WHEREAS, Garrison Trust Company has agreed to serve as Escrow Agent and to hold, invest, and disburse the Escrow Funds (as defined below) in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement

Such wire transfer shall be made to the Escrow Agent's account at Garrison Trust Company in accordance with the wire instructions set forth in Exhibit A attached hereto

The Escrow Funds shall be held, invested, and disbursed solely in accordance with the terms and conditions of this Agreement

The Escrow Account shall at all times be maintained separately from the general assets of the Escrow Agent

3 — Title and Ownership The Escrow Funds shall remain the property of the former stockholders of VeloPay Systems, Inc

For United States federal, state, and local income tax reporting purposes, the former stockholders of VeloPay (through the Stockholder Representative) shall be treated as the owners of the Escrow Funds, and all interest, income, dividends, and other Earnings on the Escrow Funds shall be reported as income of the former stockholders of VeloPay (allocated among them in accordance with their respective pro rata shares set forth in Exhibit B)