Contract analysis

I. Purpose and Executive Summary This memorandum describes the process for collecting IRS Forms W-9 (Request for Taxpayer Identification Number and Certification) from stockholders of VeloPay Systems, Inc. ("VeloPay" or the "Company") who are U.S. persons entitled to receive merger consideration in connection with the reverse triangular merger (the "Merger") of Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a wh

II. Legal Framework A. Backup Withholding Under Section 3406 of the Code

Section 3406(a) of the Code requires that "reportable payments" be subject to backup withholding at a rate of 24% if the payee fails to furnish a correct TIN to the payor. The backup withholding obligation arises at the time of payment and applies to the gross amount of the reportable payment, without reduction for any amounts that may be characterized as a return of capital or otherwise not subject to federal income

III. Scope of W-9 Collection A. Stockholder Universe The W-9 collection process encompasses all holders of VeloPay equity securities who are U.S. persons and who are entitled to receive merger consideration (whether in the form of per-share cash consideration, net option spread payments, RSU cash-out payments, or warrant cash-out payments) in connection with the Merger. The relevant categories of stockholders and equ

IV. Collection Process and Timeline A. Pre-Closing W-9 Solicitation The W-9 collection process will be implemented through the following sequential steps, coordinated among Calderwood & Harkness, Keystone Pacific, VeloPay, and Whitford Jessup & Crane LLP (target's counsel): Step 1: Preparation of Template W-9 Request Letter. Calderwood & Harkness will prepare the template W-9 request letter (the form of which is atta

V. Form W-9 Completion Instructions for Stockholders A. Required Information The following is a summary of the information required on each line and part of IRS Form W-9 (Rev. October 2018), which will also be reflected in the Form W-9 Completion Quick Reference Guide attached hereto as Exhibit B: Line 1 — Name. The stockholder must enter its name as shown on the stockholder's income tax return. For individuals, this

VI. Backup Withholding Procedures A. Application of 24% Backup Withholding If a stockholder fails to provide a properly completed Form W-9 before the Paying Agent processes payment of merger consideration, Keystone Pacific will withhold 24% of the gross merger consideration payable to such stockholder and remit the withheld amount to the IRS on the stockholder's behalf. The remaining net amount (76% of the gross merg

VII. Coordination with Paying Agent and Other Parties A. Keystone Pacific Transfer Services Inc. Keystone Pacific Transfer Services Inc. serves as the Paying Agent for the Merger and is the primary party responsible for the operational execution of the W-9 collection process. Primary Contact: Linda Matsumoto Vice President, Corporate Actions Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton,

VIII. Special Considerations A. Equity Award Holders The tax reporting treatment of merger consideration paid to equity award holders depends on the type of equity award and the holder's employment status. The following summary addresses the principal categories of equity awards outstanding at VeloPay. Vested Stock Options. The net cash spread paid to holders of vested stock options ($20.00 minus the applicable exerc

IX. Record Retention Proper record retention is essential to ensure compliance with IRS requirements and to support the defense of any future inquiries or audits related to the W-9 collection and information reporting process. Keystone Pacific Transfer Services Inc. Keystone Pacific will retain all collected Forms W-9 for a minimum of four (4) years from the date of the last payment to which the Form W-9 relates, con

1. IRS Form W-9 (Rev. October 2018)

2. Form W-9 Completion Quick Reference Guide

3. Pre-addressed return envelope to Keystone Pacific Transfer Services Inc. EXHIBIT B Form W-9 Completion Quick Reference Guide IRS FORM W-9 — QUICK REFERENCE GUIDE FOR VELOPAY STOCKHOLDERS In Connection with the Merger of Harrowgate Velocity Merger Sub Inc. with and into VeloPay Systems, Inc. This guide is intended to assist VeloPay Systems, Inc. stockholders in completing IRS Form W-9 (Request for Taxpayer Identifi

1. The TIN you provided is your correct TIN;

2. You are not subject to backup withholding;

3. You are a U.S. citizen or other U.S. person; and

4. Any FATCA code(s) you entered are correct. IMPORTANT REMINDERS • The form must be signed and dated. An unsigned form will be rejected, and backup withholding of 24% will be applied to your merger consideration. • Providing incorrect information or failing to sign may result in backup withholding of 24%. • Do not complete Form W-9 if you are a non-U.S. person. Contact the Paying Agent for the appropriate Form W-8.