Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") serves as outside legal counsel to Harrowgate Private Equity Fund IV LP ("HPE Fund IV"), a Delaware limited partnership, in connection with HPE Fund IV's proposed acquisition (the "Proposed Transaction" or the "Transaction") of VeloPay Systems, Inc. ("VeloPay"), a Delaware corporation. This letter is submitted on b

II. Transaction Overview HPE Fund IV proposes to acquire all of the outstanding equity interests of VeloPay for aggregate merger consideration of approximately One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration"), structured as a reverse triangular merger pursuant to Section 251 of the Delaware General Corporation Law ("DGCL"). Pursuant to the terms of the Transaction, Harrowgate Vel

III. Procedural History The relevant procedural history of this matter is summarized as follows: April 2, 2025: HPE Fund IV submitted its HSR Premerger Notification Form to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, as required by Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing rules set forth at 16 C.F.R. Parts 801–803. The filing was assi

IV. Scope of Document Collection and Production A. Custodians. HPE Fund IV, in consultation with Calderwood & Harkness and pursuant to negotiations with the Division's staff, identified and collected documents from the following primary custodians at Harrowgate Capital Management IV LLC:

1. Richard Harrowgate — Founder & Chairman, Harrowgate Capital Management IV LLC. Mr. Harrowgate is the founder of the Harrowgate Capital Management platform and serves as Chairman of the general partner entity for HPE Fund IV. His custodial file was included based on his involvement in the strategic oversight and approval of the Transaction.

2. Priya Deshmukh — Managing Partner, HPE Fund IV. Ms. Deshmukh is the senior investment professional with day-to-day management responsibility for HPE Fund IV and was the lead decision-maker on the origination, evaluation, and approval of the VeloPay acquisition.

3. Thomas Eriksen — Partner, Head of Financial Technology. Mr. Eriksen led the deal team responsible for sourcing, diligencing, and structuring the VeloPay transaction. His custodial file was among the largest collections and included extensive materials related to the competitive analysis of the payments processing and merchant acquiring markets.

4. Additional Custodians. In addition to the three individuals identified above, HPE Fund IV collected documents from nine (9) additional investment professionals and support staff members at Harrowgate Capital Management IV LLC whose roles involved meaningful participation in the evaluation, diligence, or execution of the Transaction. These additional custodians included members of the deal team, the operations and

V. Certification of Substantial Compliance Based on the foregoing, and on behalf of Harrowgate Private Equity Fund IV LP, Calderwood & Harkness LLP hereby certifies that, as of June 27, 2025, HPE Fund IV has substantially complied with the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, in connection with HSR Transaction Number 25-0198374. Specifically, HPE F

VI. Privilege Log A privilege log has been prepared and is submitted herewith as Enclosure C, identifying all documents and communications that have been withheld from production on the basis of the attorney-client privilege, the work product doctrine, or other applicable privileges and protections. The privilege log contains individual entries for each document or communication withheld from production. Each entry p

VII. Reservation of Rights HPE Fund IV expressly reserves all rights and privileges with respect to the documents, information, data, and other materials produced in connection with the Second Request, including but not limited to the following: (a) HPE Fund IV reserves the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection recognized under federal or state law with

VIII. Confidentiality HPE Fund IV respectfully requests that all documents, information, data, and other materials produced pursuant to the Second Request be treated as confidential in accordance with the Antitrust Division's standard confidentiality procedures, any applicable protective order entered by a court of competent jurisdiction, and any confidentiality agreement or arrangement entered into between the Divis

IX. Request for Prompt Clearance HPE Fund IV respectfully requests that the Antitrust Division complete its review of the Proposed Transaction as expeditiously as practicable following this certification of substantial compliance. HPE Fund IV has cooperated fully and in good faith with the Division's investigation, and it is HPE Fund IV's submission that the materials produced in connection with the Second Request de

X. Contact Information All communications regarding this certification, the Second Request compliance, or the Division's investigation of the Proposed Transaction should be directed to: Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 554-8247 Email: howard.bellamy@calderwoodharkness.com With copies to: Sandra

XII. Enclosures The following enclosures are submitted herewith in connection with this Certification of Substantial Compliance: Enclosure A: Index of Document Productions Complete index of all document productions made by HPE Fund IV to the Antitrust Division, organized by production date and custodian, including Bates number ranges (HPE-DOJ-00000001 through HPE-DOJ-01247328) and custodian identification for each pr

XIII. CC Distribution cc: Sandra Tung, Calderwood & Harkness LLP Priya Deshmukh, Harrowgate Capital Management IV LLC Thomas Eriksen, Harrowgate Capital Management IV LLC Amara Osei, Fielding McGrath LLP (counsel to VeloPay Systems, Inc. for antitrust and regulatory matters) Rebecca Thornton-Hayes, Whitford Jessup & Crane LLP (counsel to VeloPay Systems, Inc.) CONFIDENTIAL — This letter and its enclosures contain inf