Contract analysis

I. PURPOSE AND SCOPE OF CERTIFICATE This Bring-Down Due Diligence Certificate (this "Certificate") memorializes the completion by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") of bring-down due diligence in connection with the closing (the "Closing") of the reverse triangular merger (the "Merger") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Harrowg

II. METHODOLOGY AND DILIGENCE PROCEDURES CONDUCTED A. Overview of Bring-Down Diligence Process The bring-down due diligence procedures described in this Certificate were conducted during the period from March 18, 2025 (the Signing Date) through July 21, 2025, the date on which all pre-closing deliverables were completed and confirmed (the "Bring-Down Diligence Period"). The Closing is scheduled to occur on July 22, 2

1. Updated Corporate Records Review. Calderwood & Harkness reviewed updated good standing certificates for VeloPay Systems, Inc. (Delaware Secretary of State, File Number 5748392) and each of its subsidiaries, specifically: (a) VeloPay Processing LLC, a Delaware limited liability company; (b) VeloPay Canada Inc., an Ontario (Canada) corporation; (c) VeloPay Europe, Unipessoal Lda., a Portuguese limited liability comp

2. Financial Bring-Down. Calderwood & Harkness reviewed VeloPay's unaudited interim financial statements for the first quarter of 2025 (Q1 2025, for the three-month period ended March 31, 2025) and the second quarter of 2025 (Q2 2025, for the three-month period ended June 30, 2025), as prepared by VeloPay's finance team under the supervision of Marcus Langford (CFO). These interim financial statements were compared a

3. Material Contracts Update. Calderwood & Harkness confirmed the continuing status of all material contracts previously reviewed during the pre-signing diligence phase, including the top 25 customer agreements (by revenue contribution) and all key vendor contracts (including those with processors, acquiring banks, cloud infrastructure providers, and technology licensors). The Firm verified that no material contract

4. Change of Control Consent Status. Calderwood & Harkness reviewed the final status of all fourteen (14) material customer contracts that were identified during pre-signing diligence as requiring change of control consent or notification in connection with the Merger. The Change of Control Consent Tracker, maintained by Derek Okonkwo throughout the Bring-Down Diligence Period, was reviewed and updated on a rolling b

5. Litigation and Contingent Liabilities Update. Calderwood & Harkness searched for new litigation, arbitration proceedings, administrative proceedings, claims, or regulatory inquiries involving VeloPay or any subsidiary that may have been commenced, threatened, or received since the Signing Date. Updated docket searches were conducted across all relevant federal and state courts, as well as applicable arbitral forum

6. Regulatory and Licensing Update. Calderwood & Harkness confirmed the completion of all regulatory filings and approvals required as conditions to Closing, as tracked in the Regulatory Approvals Status Tracker maintained by the deal team. The specific regulatory milestones confirmed are as follows: (a) Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). The initial HSR filing was made on April 2, 2025

7. Intellectual Property Update. Calderwood & Harkness confirmed that no new IP assignments, encumbrances, licenses, or material open-source license compliance issues had arisen since the Signing Date. The Firm reviewed VeloPay's patent, trademark, and domain name portfolios and confirmed no new patent applications or trademark filings had been made. No third-party infringement claims or cease-and-desist demands were

8. Employment and Benefits Update. Calderwood & Harkness confirmed that no material changes had been made to the executive employment agreements of Nathan Aldridge (CEO), Sonia Reyes-Watkins (CTO), Marcus Langford (CFO), or Danielle Moreau (General Counsel) since the Signing Date. The Firm verified that no material employee departures from the senior management team or key technical personnel had occurred, and that n

9. Tax Status Update. Calderwood & Harkness coordinated with Leonard Cross (specialist partner, Tax Group) to confirm that no material changes in VeloPay's tax positions had occurred since the Signing Date. Mr. Cross confirmed that no new IRS audits, state or local tax audits, assessments, or deficiency notices had been commenced or received by the Company Group during the Bring-Down Diligence Period. The FIRPTA cert

10. Insurance Update. Calderwood & Harkness confirmed that the representations and warranties insurance policy issued by Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187) with a policy limit of $190,000,000 remains bound and in effect, with an inception date of July 22, 2025 (the Closing Date). The Firm further confirmed that the directors' and officers' liability tail insurance policy issued by Conti

11. Data Room Supplemental Review. Calderwood & Harkness reviewed all supplemental materials uploaded to the VeloPay virtual data room (hosted by Crestline Solutions, project code "VeloProject") between March 18, 2025 and July 21, 2025. The data room activity log was reviewed to identify all new uploads and modifications during the Bring-Down Diligence Period. Supplemental materials were organized by diligence catego

12. Lien and UCC Searches. Calderwood & Harkness conducted updated Uniform Commercial Code ("UCC") filing searches, federal and state tax lien searches, and judgment lien searches in Delaware, Texas, Colorado, and all other relevant jurisdictions for VeloPay and each of its domestic subsidiaries (VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC). The updated searches confirmed that n

III. BRING-DOWN FINDINGS BY DILIGENCE CATEGORY Set forth below are Calderwood & Harkness's findings with respect to each principal diligence category, based upon the bring-down due diligence procedures described in Section II above. A. Corporate and Organizational VeloPay Systems, Inc. and each of its subsidiaries remain in good standing (or the local equivalent) in their respective jurisdictions of organization as o

I. Insurance. The representations and warranties insurance policy and the directors' and officers' tail insurance policy are confirmed as follows: R&W Insurance Policy. Oakbridge Omnivrel Insurance Group; Policy No. OFI-RW-2025-03187; aggregate limit of liability: $190,000,000; retention: $19,000,000 (of which the first $9,500,000 is borne by the Seller (through the stockholder representative) pursuant to the indemni

IV. STATUS OF DISCLOSURE SCHEDULES Whitford Jessup & Crane LLP, on behalf of VeloPay, delivered supplemental updates to the disclosure schedules to the Merger Agreement on two occasions during the Bring-Down Diligence Period: (a) A first set of supplemental disclosure schedule updates was delivered on May 15, 2025, covering developments through approximately mid-May 2025. (b) A second set of supplemental disclosure s

V. ANTITRUST AND REGULATORY CLOSING CONDITION CONFIRMATION Calderwood & Harkness confirms that all regulatory closing conditions set forth in Article VII of the Merger Agreement have been satisfied as of the Closing Date. Specifically: (a) HSR Act Clearance. The waiting period (as extended by the Second Request) under the HSR Act expired on July 15, 2025, without further action by the Federal Trade Commission or the

VI. FINANCING CONFIRMATION Calderwood & Harkness confirms the following with respect to the financing commitments for the Merger: Debt Financing. The Debt Commitment Letter issued by Tralvendo National Bank and Prairie State Bank, N.A. (Reference No. CRE-2025-SPF-0441), dated February 14, 2025, remains in full force and effect as of the Closing Date. No amendments, modifications, waivers, or supplements to the Debt C

VII. PRE-CLOSING DELIVERABLES STATUS All pre-closing deliverables required under the Merger Agreement have been confirmed as completed as of July 21, 2025, per the Master Closing Checklist maintained by Megan Chu and Derek Okonkwo. The following key deliverables have been confirmed as received, executed, or prepared for delivery at Closing: (a) Officer's Certificate of VeloPay (Section 7.02(c) of the Merger Agreement

VIII. CERTIFICATION Based upon the bring-down due diligence procedures described in this Certificate, Calderwood & Harkness LLP confirms the following as of July 22, 2025:

1. No Material Adverse Effect. No material changes to the business, operations, financial condition, assets, liabilities, or prospects of VeloPay Systems, Inc. or any of its subsidiaries have been identified since the Signing Date of March 18, 2025 that would constitute, or would reasonably be expected to give rise to, a Material Adverse Effect as defined in Section 1.01 of the Merger Agreement.

2. Accuracy of Representations and Warranties. No facts, events, circumstances, or developments have come to the attention of Calderwood & Harkness LLP during the course of the bring-down due diligence that would cause any representation or warranty of VeloPay set forth in Article IV of the Merger Agreement to be inaccurate in any material respect as of the Closing Date (giving effect to the supplemental disclosure s

3. Regulatory Approvals Obtained. All regulatory approvals required as conditions to Closing under Article VII of the Merger Agreement have been obtained, including HSR Act clearance (July 15, 2025), Investment Canada Act clearance (June 3, 2025), and all state money transmitter change-of-control approvals (completed July 18, 2025). No governmental order, injunction, or proceeding is pending or threatened that would

4. Pre-Closing Deliverables Completed. All pre-closing deliverables required under the Merger Agreement have been completed or are confirmed for delivery at Closing, as set forth in Section VII of this Certificate.

5. Financing Commitments in Effect. The Debt Commitment Letter and the Equity Commitment Letter remain in full force and effect, and all conditions to the obligation of the lenders to fund under the Credit Agreement have been satisfied or are expected to be satisfied at Closing. The aggregate financing sources are sufficient to fund the merger consideration, the repayment of VeloPay's existing indebtedness, the payme

6. Recommendation to Proceed. Based on the foregoing, Calderwood & Harkness LLP recommends that HPE Fund IV proceed to Closing of the Merger on July 22, 2025. Caveats and Limitations. This Certificate is based upon the information and documentation made available to Calderwood & Harkness LLP during the Bring-Down Diligence Period by VeloPay, VeloPay's counsel, VeloPay's management, and other sources, as well as the F

IX. SIGNATURE BLOCK The undersigned, being duly authorized, have executed this Bring-Down Due Diligence Certificate as of the date first set forth above. CALDERWOOD & HARKNESS LLP By: ________ Name: Sandra Tung Title: Partner, Mergers & Acquisitions Responsible Partner Date: July 22, 2025 By: ________ Name: Megan Chu Title: Associate, Mergers & Acquisitions Lead Associate Date: July 22, 2025 APPENDIX A List of Docume

1. VeloPay Systems, Inc. — Unaudited Interim Financial Statements for the Three Months Ended March 31, 2025 (Q1 2025).

2. VeloPay Systems, Inc. — Unaudited Interim Financial Statements for the Three Months Ended June 30, 2025 (Q2 2025).

3. VeloPay Systems, Inc. — Audited Financial Statements for the Fiscal Year Ended December 31, 2024 (FY2024), as audited by Vance Thornbury & Co. LLP.

4. Supplemental Disclosure Schedule Updates delivered by Whitford Jessup & Crane LLP on behalf of VeloPay, dated May 15, 2025.

5. Supplemental Disclosure Schedule Updates delivered by Whitford Jessup & Crane LLP on behalf of VeloPay, dated July 10, 2025.

6. Updated Certificates of Good Standing (or local equivalent) for VeloPay Systems, Inc. (Delaware), VeloPay Processing LLC (Delaware), VeloPay Canada Inc. (Ontario, Canada), VeloPay Europe, Unipessoal Lda. (Portugal), VeloPay Fraud intelligence Inc. (Delaware), and PayStream Gateway LLC (Delaware).

7. Updated UCC, federal and state tax lien, and judgment lien search results for VeloPay and each domestic subsidiary in Delaware, Texas, Colorado, and other relevant jurisdictions.

8. Payoff Letter from Meridian Commercial Credit Corp. (Brian Castellano), dated July 18, 2025.

9. All supplemental materials uploaded to the VeloPay virtual data room (Crestline Solutions, project code "VeloProject") between March 18, 2025 and July 21, 2025, together with the data room activity log.

10. Correspondence with Whitford Jessup & Crane LLP (Rebecca Thornton-Hayes, James Okoro) regarding bring-down diligence inquiries and supplemental information requests.

11. Correspondence with Danielle Moreau (General Counsel, VeloPay) and Marcus Langford (CFO, VeloPay) regarding litigation confirmations, financial updates, and operational matters.

12. HSR Act clearance confirmation documentation, including Second Request compliance certification (June 27, 2025) and expiration of waiting period (July 15, 2025); HSR Transaction Number 25-0198374.

13. Investment Canada Act clearance confirmation (June 3, 2025).

14. State money transmitter change-of-control approval confirmations and notification receipts (completed July 18, 2025) across thirty-one (31) jurisdictions.

15. Change of Control Consent Tracker maintained by Derek Okonkwo, as updated through July 21, 2025.

16. Regulatory Approvals Status Tracker maintained by the deal team, as updated through July 21, 2025.

17. R&W Insurance Policy binding confirmation — Oakbridge Omnivrel Insurance Group, Policy No. OFI-RW-2025-03187.

18. D&O Tail Insurance Policy placement confirmation — Continental Shield Insurance Company, Policy No. CSI-DOT-2025-4821.

19. Debt Commitment Letter — Tralvendo National Bank and Prairie State Bank, N.A., Reference CRE-2025-SPF-0441, dated February 14, 2025.

20. Equity Commitment Letter — Harrowgate Capital Management IV LLC, dated February 14, 2025.

21. Confirmation from Gordon Strauss (Maplewood & Strauss LLP) regarding satisfaction of conditions to funding under the Credit Agreement.

22. Funds Flow Memorandum, dated July 21, 2025.

23. Master Closing Checklist maintained by Megan Chu and Derek Okonkwo, as updated through July 21, 2025.

24. VeloPay Board of Directors meeting minutes for the period March 18, 2025 through July 21, 2025.

25. Memorandum from Leonard Cross (Calderwood & Harkness, Tax) regarding updated tax status of VeloPay and its subsidiaries.

26. Memorandum from Howard Bellamy (Calderwood & Harkness, Antitrust & Competition) regarding antitrust clearance confirmation and absence of outstanding concerns. APPENDIX B Persons Contacted During Bring-Down Diligence The following individuals were contacted by Calderwood & Harkness LLP during the Bring-Down Diligence Period in connection with the bring-down due diligence procedures described in this Certificate: