Contract analysis

I. Executive Summary We are pleased to confirm that the merger of Harrowgate Velocity Merger Sub Inc. ("Merger Sub") with and into VeloPay Systems, Inc. ("VeloPay" or the "Company") was consummated today, July 22, 2025, pursuant to the Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP ("HPE Fund IV"), Merger Sub, and VeloPay (the "Merg

II. Entity Rationalization A. Current VeloPay Subsidiary Structure As a result of the Merger, HPE Fund IV now indirectly owns 100% of the equity interests in VeloPay (the Surviving Corporation) and, through VeloPay, the following subsidiaries. Each of these entities survived the Merger and continues in its current form:

1. VeloPay Processing LLC • Jurisdiction: Delaware limited liability company • Function: Operates VeloPay's core payment processing infrastructure, including transaction routing, settlement, and merchant acquiring services • Sole Member: VeloPay Systems, Inc. (the Surviving Corporation) • Registered Agent: Capitol Registered Agents LLC, Wilmington, Delaware

2. VeloPay Canada Inc. • Jurisdiction: Corporation incorporated under the laws of the Province of Ontario, Canada • Function: Conducts VeloPay's Canadian operations, including payment processing services for Canadian merchants and the Company's Toronto office operations (approximately 180 employees) • Sole Shareholder: VeloPay Systems, Inc. (the Surviving Corporation)

3. VeloPay Europe, Unipessoal Lda. • Jurisdiction: Portuguese sociedade unipessoal por quotas de responsabilidade limitada (single-member limited liability company) • Function: Operates VeloPay's Lisbon-based research and development center and conducts European operations, including payment processing services for European merchants (approximately 110 employees) • Sole Quotaholder: VeloPay Systems, Inc. (the Survivi

4. VeloPay Fraud intelligence Inc. • Jurisdiction: Delaware corporation • Function: Operates VeloPay's proprietary fraud detection and analytics SaaS platform, marketed as a standalone product to financial institutions and payment processors • Sole Stockholder: VeloPay Systems, Inc. (the Surviving Corporation) • Registered Agent: Capitol Registered Agents LLC, Wilmington, Delaware

5. PayStream Gateway LLC • Jurisdiction: Delaware limited liability company • Function: Operates payment gateway technology that enables merchants to accept and process electronic payments; originally a standalone company acquired by VeloPay in 2021 for approximately $45,000,000 • Sole Member: VeloPay Systems, Inc. (the Surviving Corporation) • Registered Agent: Capitol Registered Agents LLC, Wilmington, Delaware Wit

1. Consolidation of Domestic Payment Processing Entities. We recommend evaluating the merger of PayStream Gateway LLC into VeloPay Processing LLC. Both entities operate within VeloPay's payment processing and gateway infrastructure, and consolidating them into a single entity would simplify the corporate structure, reduce administrative burden (including separate state filings, bank accounts, and regulatory registrat

2. Consolidation of VeloPay Fraud intelligence Inc. If the Harrowgate integration team intends to fully integrate VeloPay Fraud intelligence Inc.'s SaaS platform into VeloPay's core product offering (rather than maintaining it as a standalone product), we recommend evaluating the merger of VeloPay Fraud intelligence Inc. into VeloPay Processing LLC or the Surviving Corporation. However, if the Fraud intelligence plat

3. Foreign Subsidiaries. We recommend that VeloPay Canada Inc. and VeloPay Europe, Unipessoal Lda. be maintained as separate legal entities for the foreseeable future. There are compelling regulatory, tax, and operational reasons for this recommendation: • Regulatory considerations: Both the Canadian and Portuguese operations are subject to local regulatory requirements (including payment services regulations in each

4. State Qualification Review. In connection with the entity rationalization analysis, Calderwood & Harkness will conduct a comprehensive review of foreign qualification filings for VeloPay and each of its domestic subsidiaries in all states in which they conduct business or are otherwise required to qualify. This review will also encompass an assessment of whether any qualification filings need to be updated to refl

5. Organizational Documents Update. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Surviving Corporation were adopted at the effective time of the Merger in accordance with the Merger Agreement. Calderwood & Harkness will review the organizational documents (operating agreements, certificates of formation, articles of incorporation, and bylaws, as applicable) of each subs

III. Change of Control Consent Completion A. Status Summary The Merger constituted a "change of control" (or similar triggering event, variously defined) under numerous VeloPay agreements, including the Company's prior credit facility with Meridian Commercial Credit Corp. (now paid off and terminated), certain material customer contracts, vendor agreements, technology licenses, and executive employment agreements. Pu

1. Pinnacle National Bancshares, Inc. — Master Services Agreement • Contract Date: September 12, 2022 (amended March 1, 2024) • Annual Revenue Attributable: Approximately $18,700,000 • Change of Control Provision: Section 14.2 requires prior written consent of Pinnacle for any "Change of Control" (defined to include any transaction in which a person or group acquires more than 50% of the voting equity of VeloPay). Co

2. Overland Mutual Insurance Group — Processing Services Agreement • Contract Date: February 28, 2023 • Annual Revenue Attributable: Approximately $11,400,000 • Change of Control Provision: Section 9.3 requires that VeloPay provide written notice of any "Change in Control" at least 30 days prior to the effective date thereof and that the counterparty consent in writing, such consent not to be unreasonably withheld, c

3. TransGlobal Payment Networks S.A. — Strategic Partnership Agreement • Contract Date: July 1, 2021 (as amended November 15, 2023) • Annual Revenue Attributable: Approximately $8,200,000 (plus revenue-sharing arrangements generating an additional $3,100,000 in estimated annual revenue) • Change of Control Provision: Section 11.1 provides that in the event of a "Change of Control" of either party, the non-affected pa

IV. Contract Novation and Assignment A. Contracts Requiring Formal Novation or Assignment As discussed in the Executive Summary above, the Merger was structured as a reverse triangular merger in which VeloPay survives as the contracting party. One of the principal benefits of this structure is that VeloPay, as the surviving corporation, remains the same legal entity that is a party to all of its existing contracts. A

1. Perfection of Security Interests. We will confirm that all UCC-1 financing statements have been filed in the appropriate jurisdictions to perfect the lenders' security interests in the collateral pledged by VeloPay and its domestic subsidiaries. To the extent that VeloPay or its subsidiaries own registered intellectual property (patents, trademarks, or copyrights), we will also confirm that IP security interest fi

2. Lien Releases from Prior Lender. We will confirm receipt of UCC-3 termination statements and lien release documentation from Meridian Commercial Credit Corp. (contact: Brian Castellano) reflecting the termination of all security interests held by Meridian in connection with the prior credit facility, which was paid off in full at closing. The payoff amount of approximately $113,230,000 (inclusive of accrued intere

3. Credit Agreement Post-Closing Deliverables. The credit agreements may contain post-closing deliverable requirements (e.g., delivery of financial statements, officer's certificates, insurance certificates, opinions of counsel, or additional security interest filings) that must be satisfied within specified periods following the closing date. Calderwood & Harkness will review the credit agreements and identify all p

4. Ongoing Covenant Compliance. On an ongoing basis, VeloPay will be subject to affirmative and negative covenants under the credit agreements, including financial reporting covenants, restrictions on subsidiary formation and disposition, limitations on indebtedness and liens, and restrictions on fundamental changes and asset sales. Calderwood & Harkness will be available to advise on covenant compliance as questions

V. Intellectual Property Matters A. IP Assignment Confirmations Because the Merger was structured as a reverse triangular merger in which VeloPay survives, no transfer of intellectual property occurred by operation of the merger itself. All intellectual property assets of VeloPay and its subsidiaries remain with their respective owning entities. This is an important advantage of the reverse triangular merger structur

1. PayStream Gateway LLC IP Chain of Title. PayStream Gateway LLC was acquired by VeloPay in 2021 for approximately $45,000,000. As part of that acquisition, the intellectual property assets of the acquired business (including payment gateway software, trade secrets, and related technology) were assigned to PayStream Gateway LLC. Calderwood & Harkness will review the IP assignment agreements executed in connection wi

2. Employee and Contractor IP Assignment Agreements. VeloPay employs approximately 1,340 individuals across its Austin, Texas headquarters, Denver, Colorado office, Toronto, Ontario office, and Lisbon, Portugal office. In addition, VeloPay engages a number of independent contractors who contribute to the development of VeloPay's technology platform. Calderwood & Harkness recommends that VeloPay's legal team confirm t

1. USPTO Ownership Records. While the Merger did not technically transfer ownership of any registered patents or trademarks (because VeloPay continues as the surviving entity), Calderwood & Harkness will review the records at the USPTO to determine whether any updates are advisable to reflect HPE Fund IV's indirect beneficial ownership of VeloPay. In our experience, it is generally not necessary to file new ownership

2. Domain Name Registrations. Calderwood & Harkness recommends that Danielle Moreau's team review all domain name registrations held by VeloPay and its subsidiaries to ensure that (a) administrative and technical contact information is current, (b) registrations are set to auto-renew, and (c) domain name ownership records are consistent with the applicable legal entity. Any domain names registered in the names of ind

3. Open-Source Software Compliance. No new action is required at closing with respect to VeloPay's use of open-source software within its cloud-native payment processing platform. However, we note that ongoing monitoring of open-source usage is essential to mitigate the risk of license compliance issues (including copyleft obligations that could require disclosure of proprietary source code). VeloPay's engineering an

VI. Employment and Benefits Transition A. Executive Retention and Restrictive Covenants The following members of VeloPay's senior executive team are continuing in their roles with the Surviving Corporation following the closing of the Merger:

1. Nathan Aldridge, Chief Executive Officer Mr. Aldridge will continue to serve as CEO of the Surviving Corporation. In connection with the Merger, Mr. Aldridge entered into a new employment agreement and a separate non-competition and non-solicitation agreement, each effective as of the closing date. The non-competition and non-solicitation agreement has a term of three (3) years from the closing date (i.e., through

2. Sonia Reyes-Watkins, Chief Technology Officer Ms. Reyes-Watkins will continue to serve as CTO of the Surviving Corporation. She has entered into a new employment agreement and a separate non-competition and non-solicitation agreement on terms substantially similar to those of Mr. Aldridge, with a term of three (3) years from the closing date (through July 22, 2028). Ms. Reyes-Watkins has rolled over $9,700,000 of

3. Marcus Langford, Chief Financial Officer Mr. Langford will continue to serve as CFO of the Surviving Corporation. He delivered the solvency certificate required under the Merger Agreement in connection with the closing. Mr. Langford held approximately 1.3% of the outstanding VeloPay common stock prior to the Merger and received approximately $24,700,000 in merger consideration (subject to applicable taxes and with

4. Danielle Moreau, General Counsel Ms. Moreau will continue to serve as General Counsel of the Surviving Corporation. She held approximately 0.6% of the outstanding VeloPay common stock prior to the Merger and received approximately $11,400,000 in merger consideration (subject to applicable taxes and withholding). Her employment agreement has been confirmed to be consistent with the post-closing structure. Calderwoo

1. Vested Stock Options. All vested and outstanding stock options to acquire shares of VeloPay common stock were cancelled and converted into the right to receive a cash payment equal to the product of (x) the total number of shares subject to such vested option and (y) the excess, if any, of $20.00 (the per share merger consideration) over the exercise price of such option, without interest and subject to applicable

2. Unvested Stock Options. All unvested and outstanding stock options were cancelled. Fifty percent (50%) of the shares subject to each unvested option were accelerated and treated as vested options (and cashed out at closing on the same basis described above). The remaining fifty percent (50%) of the shares subject to each unvested option were converted into HPE Fund IV replacement awards, which will vest ratably ov

3. Restricted Stock Units (RSUs). All outstanding unvested RSUs covering an aggregate of 3,200,000 shares of VeloPay common stock were accelerated in full at the effective time and converted into the right to receive a cash payment equal to $20.00 per share, without interest and subject to applicable tax withholding, representing aggregate consideration of $64,000,000.

4. Warrants. All outstanding warrants to purchase shares of VeloPay common stock covering an aggregate of 1,800,000 shares were cancelled and converted into the right to receive a cash payment equal to $11.50 per warrant (representing the excess of the $20.00 per share merger consideration over the $8.50 per share exercise price), without interest and subject to applicable tax withholding, representing aggregate cons

VII. Regulatory Compliance Continuity A. Money Transmitter Licenses VeloPay's payment processing operations are subject to money transmitter licensing requirements in substantially all U.S. states. As of the closing date, VeloPay holds money transmitter licenses (or equivalent authorizations) in 47 states plus the District of Columbia. The maintenance of these licenses is critical to VeloPay's ongoing business operat

1. Post-Closing Notifications and Updated Ownership Filings. Certain states require the filing of post-closing notifications or updated ownership information following the completion of a change of control transaction. These filings typically require disclosure of the final ownership structure, the effective date of the transaction, and updated biographical information for any new control persons. Calderwood & Harkne

2. Ongoing License Renewal Compliance. Money transmitter licenses are subject to periodic renewal in each jurisdiction. Calderwood & Harkness recommends that VeloPay's regulatory compliance team maintain a comprehensive license renewal calendar and ensure that all renewal filings, fees, and supporting documentation are submitted in a timely manner. Any lapse in licensure could result in enforcement action, fines, or

3. State Examinations. VeloPay is subject to periodic examinations by state regulatory authorities in connection with its money transmitter licenses. Calderwood & Harkness should be consulted in advance of any scheduled or unscheduled examination to ensure that VeloPay's responses and document productions are managed appropriately.

4. PCI-DSS Compliance. VeloPay maintains compliance with the Payment Card Industry Data Security Standard (PCI-DSS), which is required by the major card networks (Visa, Hollowell Partners LLC, etc.) for all entities that process, store, or transmit cardholder data. The Merger does not, per se, trigger a change in PCI-DSS compliance status. However, VeloPay's compliance documentation should be updated to reflect the n

VIII. D&O Insurance Tail Administration In accordance with Section 6.10 of the Merger Agreement, VeloPay obtained a directors' and officers' liability insurance "tail" policy (also known as a "run-off" policy) to provide continued coverage for the pre-closing directors and officers of VeloPay with respect to acts or omissions occurring prior to the effective time of the Merger. The details of the tail policy are as f

1. Policy Record Maintenance: Ensure that a complete copy of the tail policy (including all endorsements, schedules, and coverage summaries) is maintained by VeloPay's legal department and by Calderwood & Harkness.

2. Claims Reporting: Any actual or potential claims involving pre-closing directors or officers of VeloPay that may be covered by the tail policy must be reported to Continental Shield Insurance Company and Greystone Risk Advisors LLC in a timely manner, in accordance with the policy's claims reporting provisions. Danielle Moreau's team should be advised to notify Calderwood & Harkness promptly upon becoming aware of

3. Policy Expiration: The tail policy expires on July 22, 2031. After that date, no further coverage will be available for pre-closing acts or omissions.

IX. R&W Insurance Policy Administration In connection with the Merger, HPE Fund IV procured a buyer-side representations and warranties insurance ("R&W insurance") policy to provide coverage for losses arising from breaches of the Seller's representations and warranties set forth in the Merger Agreement. The details of the R&W policy are as follows: • Insurer: Oakbridge Omnivrel Insurance Group • Policy Number: OFI-R

1. Claims Monitoring: Calderwood & Harkness will monitor for any breaches of the Seller's representations and warranties that may give rise to a claim under the R&W policy. This monitoring will be conducted in coordination with the indemnification and escrow administration workstream described in Section X below.

2. Claims Procedures: In the event that a potential claim is identified, Calderwood & Harkness wi