Contract analysis

1. Harrowgate Private Equity Fund IV LP • Entity Type: Delaware limited partnership • Role: Ultimate Parent Entity; primary investment fund vehicle • EIN: 87-4231956 • Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801 • Fund Size: $6.8 billion in committed capital (vintage 2022) • Investment Strategy: Growth and buyout investments in financial services technology, infrastructure software, and data anal

2. Harrowgate Capital Management IV LLC • Entity Type: Delaware limited liability company • Role: General partner of HPE Fund IV; manages the fund's investment activities • EIN: 87-4231847 • Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801 • Relationship to UPE: General partner; manages HPE Fund IV's affairs but does not hold a 50% or greater interest in HPE Fund IV's profits or assets

3. Harrowgate Velocity Merger Sub Inc. • Entity Type: Delaware corporation • Role: Newly formed acquisition subsidiary; will merge with and into VeloPay Systems, Inc. in the reverse triangular merger, ceasing to exist upon the effective time of the merger • EIN: 93-1847265 • Delaware File Number: 7291034 • Incorporated: February 24, 2025 • Sole Shareholder: Harrowgate Private Equity Fund IV LP • Registered Agent: Cap

4. Harrowgate Velocity Co-Invest LP • Entity Type: Delaware limited partnership • Role: Co-investment vehicle formed to facilitate co-investment by certain limited partners of HPE Fund IV and management of VeloPay alongside the fund • General Partner: Harrowgate Capital Management IV LLC • EIN: 93-2748163 • Formed: March 14, 2025 • Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801 • The co-investment v

1. VeloPay Processing LLC • Entity Type: Delaware limited liability company • Ownership: Wholly-owned by VeloPay Systems, Inc. • Principal Business: Operates VeloPay's core payment processing infrastructure, including merchant acquiring, card-present and card-not-present transaction processing, settlement, and related payment services • Address: 1455 Innovation Parkway, Suite 800, Austin, Texas 78759

2. VeloPay Canada Inc. • Entity Type: Ontario corporation (Canada) • Ownership: Wholly-owned by VeloPay Systems, Inc. • Principal Business: Conducts VeloPay's Canadian operations, including payment processing services for Canadian merchants and compliance with Canadian regulatory requirements • Address: 100 King Street West, Suite 5600, Toronto, Ontario M5X 1E1, Canada

3. VeloPay Europe, Unipessoal Lda. • Entity Type: Portuguese limitada (sociedade unipessoal) • Ownership: Wholly-owned by VeloPay Systems, Inc. • Principal Business: Operates VeloPay's Lisbon-based research and development center and manages European operations, including preliminary market development activities in the European Union • Address: Avenida da Liberdade, 245, 5.º andar, 1250-143 Lisbon, Portugal

4. VeloPay Fraud intelligence Inc. • Entity Type: Delaware corporation • Ownership: Wholly-owned by VeloPay Systems, Inc. • Principal Business: Develops and operates VeloPay's proprietary fraud detection and analytics software-as-a-service ("SaaS") product, marketed under the brand name "VeloShield," which provides real-time transaction monitoring, machine-learning-based fraud scoring, and chargeback management tools

5. PayStream Gateway LLC • Entity Type: Delaware limited liability company • Ownership: Wholly-owned by VeloPay Systems, Inc. • Principal Business: Provides payment gateway technology enabling merchants to securely transmit transaction data between their point-of-sale systems or e-commerce platforms and the payment processing network • Acquisition History: PayStream Gateway LLC was acquired by VeloPay in 2021 for $45

1. Agreement and Plan of Merger, dated as of March 18, 2025, by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc. (attached as Exhibit A). Confidential treatment has been requested for certain commercially sensitive provisions, as described in the Confidential Treatment Request.

2. Stockholder Support Agreement, dated as of March 18, 2025, by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and certain stockholders of VeloPay Systems, Inc.

3. Equity Commitment Letter, dated February 14, 2025, by Harrowgate Capital Management IV LLC on behalf of Harrowgate Private Equity Fund IV LP.

4. Debt Commitment Letter, dated February 14, 2025 (Reference: CRE-2025-SPF-0441), by Tralvendo National Bank and Prairie State Bank, N.A., addressed to Harrowgate Private Equity Fund IV LP and Harrowgate Velocity Merger Sub Inc.

5. Limited Guarantee, dated as of March 18, 2025, by Harrowgate Private Equity Fund IV LP in favor of VeloPay Systems, Inc., guaranteeing certain obligations of Merger Sub under the Merger Agreement, including the payment of the reverse termination fee. 4(b) — Annual Reports and SEC Filings VeloPay Systems, Inc. is a privately held company and does not file annual reports or other periodic reports with the United Sta