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Contract analysis / good-standing-certificates-compilation.docx
good-standing-certificates-compilation.docx
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I. COVER MEMORANDUM
Medium
⚑ Confidentiality undertaking
I. COVER MEMORANDUM PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT MEMORANDUM FROM: Megan Chu, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 TO: Sandra Tung, Esq. (Responsible Partner, M&A) Derek Okonkwo, Esq. (Working Associate, M&A) CC: Priya Deshmukh (Managing Partner, Fund IV, Harrowgate Capital Management IV LLC) Thomas Eriksen (Partner, Head of F
II. REQUEST LETTERS PREPARED BY CALDERWOOD & HARKNESS
Standard
⚑ Commercial term
II. REQUEST LETTERS PREPARED BY CALDERWOOD & HARKNESS The following request letters were prepared and submitted by Calderwood & Harkness LLP to obtain the certificates of good standing and certificates of existence compiled in this package. Each letter is reproduced in full below and is also attached as an exhibit to this compilation. 2.1 Request Letter — Delaware Secretary of State (VeloPay Systems, Inc.) July 14, 2
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the
Standard
⚑ Commercial term
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address: Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Attention: Matter No. 1003-00003 Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodh
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the
Standard
⚑ Commercial term
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address: Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Attention: Matter No. 1003-00003 Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodh
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the
Standard
⚑ Commercial term
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address: Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Attention: Matter No. 1003-00003 Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodh
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the
Standard
⚑ Commercial term
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address: Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Attention: Matter No. 1003-00003 Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodh
III. CERTIFICATES OF GOOD STANDING / EXISTENCE — JURISDICTION OF ORGANIZATION
Standard
⚑ Commercial term
III. CERTIFICATES OF GOOD STANDING / EXISTENCE — JURISDICTION OF ORGANIZATION This Section III sets forth a summary description of each certificate of good standing or certificate of existence (or local equivalent) obtained from the jurisdiction of organization for VeloPay Systems, Inc. and each of its five subsidiaries. The original certificates (or printouts of electronic certificates, as applicable) are attached a
IV. FOREIGN QUALIFICATION GOOD STANDING CERTIFICATES
Standard
⚑ Commercial term
IV. FOREIGN QUALIFICATION GOOD STANDING CERTIFICATES This Section IV sets forth a summary of the foreign qualification good standing certificates obtained for VeloPay Systems, Inc. and its subsidiaries in jurisdictions where such entities are registered to do business as foreign entities. These certificates are required as closing deliverables under Section 7.2(d)(ii) of the Merger Agreement. 4.1 VeloPay Systems, Inc
V. EXHIBIT INDEX
V. EXHIBIT INDEX The following exhibits are attached to and form a part of this compilation. Original certificates are included where available; printouts of electronic certificates and translated documents are included as noted.
VI. CLOSING CONDITION CROSS-REFERENCE AND CONFIRMATION
VI. CLOSING CONDITION CROSS-REFERENCE AND CONFIRMATION 6.1 Satisfaction of Closing Deliverable Requirement Based on the foregoing, Calderwood & Harkness LLP hereby confirms that all required good standing certificates and certificates of existence (or local equivalents) have been obtained for VeloPay Systems, Inc. and each of its five (5) subsidiaries from their respective jurisdictions of organization, as follows:
1. VeloPay Systems, Inc. — Certificate of Good Standing from the Delaware Secretary of St
1. VeloPay Systems, Inc. — Certificate of Good Standing from the Delaware Secretary of State, dated July 18, 2025 (Exhibit A-1);
2. VeloPay Processing LLC — Certificate of Good Standing from the Delaware Secretary of S
2. VeloPay Processing LLC — Certificate of Good Standing from the Delaware Secretary of State, dated July 18, 2025 (Exhibit A-2);
3. VeloPay Fraud intelligence Inc. — Certificate of Good Standing from the Delaware Secre
3. VeloPay Fraud intelligence Inc. — Certificate of Good Standing from the Delaware Secretary of State, dated July 18, 2025 (Exhibit A-3);
4. PayStream Gateway LLC — Certificate of Good Standing from the Delaware Secretary of St
4. PayStream Gateway LLC — Certificate of Good Standing from the Delaware Secretary of State, dated July 18, 2025 (Exhibit A-4);
5. VeloPay Canada Inc. — Certificate of Status from the Ontario Ministry of Public and Bu
5. VeloPay Canada Inc. — Certificate of Status from the Ontario Ministry of Public and Business Service Delivery, dated July 17, 2025 (Exhibit A-5); and
6. VeloPay Europe, Unipessoal Lda. — Certidão Permanente from the Conservatória do Regist
6. VeloPay Europe, Unipessoal Lda. — Certidão Permanente from the Conservatória do Registo Comercial, dated July 16, 2025 (Exhibit A-6, with English translation at Exhibit A-6T). Additionally, foreign qualification good standing certificates have been obtained for VeloPay Systems, Inc. and VeloPay Processing LLC in each state in which those entities are registered to do business as foreign entities, as described in S