Contract analysis

I. INTRODUCTION AND INSTRUCTIONS FOR USE A. Purpose of This Template VeloPay Systems, Inc. ("VeloPay" or the "Licensee") is a Delaware corporation engaged in the business of money transmission, payment processing, and merchant acquiring through its proprietary cloud-native payments platform. As of the date of this template, VeloPay holds active money transmitter licenses (or their functional equivalents) in forty-sev

II. TRANSACTION SUMMARY (FOR INCLUSION IN ALL FILINGS) The following Transaction Summary is the standardized description of the Transaction to be included in, or attached to, all change-of-control filings submitted to state money transmitter regulators. This summary should be reproduced substantially in the form set forth below, with jurisdiction-specific modifications only as necessary to conform to a particular sta

III. STATE-BY-STATE MATRIX A. Jurisdictions Requiring Change-of-Control Filings (31 States) The following table identifies each of the thirty-one (31) jurisdictions in which VeloPay holds a money transmitter license and in which a change-of-control filing is required in connection with the Transaction. For each jurisdiction, the table sets forth the applicable statute or regulation, the type of filing required, the f

IV. MASTER APPLICATION / NOTIFICATION FORM A. Cover Letter Template The following cover letter template should be adapted for each jurisdiction, with bracketed fields completed based on the applicable jurisdiction's information as set forth in the State-by-State Matrix. The cover letter should be printed on VeloPay Systems, Inc. letterhead (or Calderwood & Harkness LLP letterhead if filed by counsel, depending on the

1. Addressee Block [Insert Name and Address of Applicable State Regulatory Agency] [Insert Street Address] [Insert City, State ZIP Code] Attention: [Insert Contact Name and Title] Re: Change of Control [Notification / Application for Approval] — VeloPay Systems, Inc. License No. [Insert Applicable State License Number]

2. Introduction Paragraph Dear [Insert Contact Name or "Sir/Madam"]: On behalf of VeloPay Systems, Inc. ("VeloPay" or the "Licensee"), holder of [State Name] Money Transmitter License No. [Insert License Number], we hereby submit this [application for approval of / notification regarding] a change of control of the Licensee, pursuant to [Insert Applicable Statute and Section Number]. This filing is submitted in conne

3. Transaction Description A detailed description of the Transaction is set forth in the Transaction Summary attached hereto as Exhibit A. In summary, HPE Fund IV proposes to acquire all of the outstanding equity of VeloPay through a reverse triangular merger in which Harrowgate Velocity Merger Sub Inc., a newly formed, wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving t

4. Continuing Operations Statement Following the consummation of the change of control, VeloPay will continue to conduct its money transmission business in [State Name] in the same manner as currently conducted. The Licensee's compliance programs, including its Bank Secrecy Act / Anti-Money Laundering ("BSA/AML") policies and procedures, will remain in full force and effect without interruption. No changes are curren

5. Request for Approval / Confirmation of Notification For Prior Approval States — use the following paragraph: We respectfully request that [Insert Agency Name] review and approve the proposed change of control at its earliest convenience. We are committed to providing any additional information or documentation that [Insert Agency Name] may require in connection with its review, and we are available to respond to a

6. Contact Information Should you have any questions regarding this [application / notification] or require any additional information, please do not hesitate to contact the undersigned or the following designated contacts: Primary Regulatory Contact: Danielle Moreau, General Counsel VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, TX 78759 Telephone: (512) 555-7200 Email: d.moreau@velopay.com Legal C

7. Signature block We appreciate your attention to this matter and look forward to your prompt review and response. Respectfully submitted, VELOPAY SYSTEMS, INC. By: ________ Name: Nathan Aldridge Title: Chief Executive Officer Date: ________ [If notarization is required by the applicable jurisdiction, include the following:] STATE OF TEXAS COUNTY OF TRAVIS Before me, the undersigned notary public, on this _ day of _

1. Licensee Information (a) Full Legal Name of Licensee: VeloPay Systems, Inc. (b) State of Incorporation: Delaware (c) Date of Incorporation: June 12, 2014 (d) Employer Identification Number (EIN): 82-3019478 (e) Delaware File Number: 5748392 (f) Money Transmitter License Number(s) in this State: [Insert applicable state license number(s)] (g) Date License Was Originally Issued: [Insert] (h) Date of Most Recent Lice

2. Acquiror Information (a) Full Legal Name of Acquiring Entity: Harrowgate Private Equity Fund IV LP (b) Entity Type and Jurisdiction of Organization: Delaware limited partnership, organized under the Delaware Revised Uniform Limited Partnership Act (c) Employer Identification Number (EIN): 87-4231956 (d) Principal Office Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801 (e) General Partner: Harrowgat

3. Description of Change of Control (a) Nature of the Transaction: The change of control will be effected through a reverse triangular merger under Section 251 of the Delaware General Corporation Law. Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a newly formed, wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving as the continuing corporate entity and a wholly-owned

4. Biographical Information of New Control Persons In connection with this application, biographical information is being provided for each individual who will constitute a "control person" of the Licensee following consummation of the Transaction. For purposes of this application, the following individuals have been identified as control persons based on their roles as the principals of Harrowgate Capital Management

5. Financial Information The following financial information is submitted in support of this application: Financial Information of the Licensee: (a) Most recent audited financial statements of VeloPay Systems, Inc. for the fiscal year ended December 31, 2024, audited by Vance Thornbury & Co. LLP, an independent registered public accounting firm. These financial statements reflect Revenue of $412.3 million, Adjusted E

6. Compliance and Operations Information (a) VeloPay maintains a comprehensive Bank Secrecy Act / Anti-Money Laundering ("BSA/AML") compliance program that meets or exceeds the requirements of federal and state law. The compliance program includes written BSA/AML policies and procedures, a designated BSA/AML compliance officer, an ongoing employee training program, independent testing conducted by a qualified third p

7. Disclosure of Legal and Regulatory History The following disclosure questions are answered on behalf of the acquiring entity (HPE Fund IV), its general partner (Harrowgate Capital Management IV LLC), and the control persons identified in Section IV.B.4 above (Richard Harrowgate, Priya Deshmukh, and Thomas Eriksen): (a) Has the acquiring entity, its general partner, or any control person thereof ever been subject t

8. Certifications and Attestations Certification of Licensee: The undersigned, as an authorized officer of VeloPay Systems, Inc., hereby certifies that all information provided in this application, including all exhibits and attachments hereto, is true, correct, and complete to the best of my knowledge and belief. I acknowledge that the making of any false statement or the omission of any material fact in connection

V. EXHIBITS AND ATTACHMENTS MASTER SET The following exhibits comprise the master set of supporting documents to be assembled and submitted in connection with the change-of-control filings. Not all exhibits are required by every jurisdiction; the filing team should consult the State-by-State Matrix (Section III) and the specific instructions accompanying each filing to determine which exhibits are required for each p