Contract analysis

1. Data Room Organization. All documents and information should be uploaded to the virtual data room organized by category number corresponding to the sections of this Request List (i.e., Section I, Section II, etc.), with subfolders corresponding to each numbered request within each section. A proposed data room folder structure is set forth in Appendix B to this Request List.

2. Time Period. Unless otherwise noted, documents and information should cover at least the past five (5) fiscal years (i.e., from January 1, 2020, through the date of production). Where a request specifies a different time period, the specified period controls. For documents relating to organizational matters, capitalization, or other items for which historical records from inception may be relevant, the Company is

3. Non-Existent Documents. If any requested item does not exist or is not applicable to VeloPay or any Subsidiary, the Company should indicate "N/A" or "Does Not Exist" in the data room index corresponding to the relevant request number, and should not leave the request unaddressed. If the Company believes a particular request is inapplicable for a specific reason, a brief explanation of such inapplicability would be

4. Supplemental Requests. This Request List may be supplemented from time to time as Buyer's due diligence investigation progresses. Receipt and review of documents produced in response to this initial Request List may generate follow-up requests for additional documents, information, or clarification. Buyer reserves the right to issue supplemental request lists as appropriate.

5. Confidentiality. All materials provided in response to this Request List will be treated as Confidential Information (as defined in the Mutual Confidentiality and Non-Disclosure Agreement dated October 14, 2024, between VeloPay Systems, Inc. and Harrowgate Private Equity Fund IV LP (the "NDA")). All authorized recipients of such materials are bound by the terms and conditions of the NDA, and the production of docu

6. Format of Production. Documents should be provided in native format where possible, including Microsoft Word (.docx) and Microsoft Excel (.xlsx) formats for working documents, drafts, and spreadsheets. Executed agreements, certificates, and other final instruments should be provided in PDF format. To the extent that native format files contain metadata that the Company considers sensitive or privileged, the Compan

7. Foreign Language Documents. Any documents in languages other than English should be accompanied by certified English translations. This instruction is particularly relevant with respect to documents of VeloPay Europe, Unipessoal Lda. that may be in Portuguese, and any documents of VeloPay Canada Inc. that may be in French. The Company should identify any foreign-language documents for which certified translations

8. Privilege. If any responsive document is withheld on the basis of attorney-client privilege, work product doctrine, or any other applicable privilege, the Company should prepare and maintain a privilege log identifying each withheld document with sufficient specificity to permit Buyer to assess the applicability of the claimed privilege. A template for the privilege log is provided in Appendix B.

9. Materiality and Reasonableness. While this Request List is comprehensive, the Company and its counsel should exercise reasonable judgment in responding. To the extent that a particular request would encompass an unreasonably burdensome volume of documents, Buyer's Counsel is available to discuss reasonable limitations on the scope of production.

10. Contact Information. All questions regarding this Request List, including questions regarding the scope or intent of particular requests, should be directed to Megan Chu (Lead Associate) at mchu@calderwoodharkness.com or (212) 555-3184, or Derek Okonkwo (Working Associate) at dokonkwo@calderwoodharkness.com or (212) 555-3291.

I. CORPORATE ORGANIZATION AND GOOD STANDING Request 1.1 Certificate of Incorporation (including any certificates of amendment, certificates of correction, and any restated certificates of incorporation) for VeloPay Systems, Inc., a Delaware corporation (Delaware Secretary of State File No. 5748392), as currently in effect, together with all historical versions of such certificate since the Company's initial incorpora

II. CAPITALIZATION AND EQUITY Request 2.1 A fully diluted capitalization table for VeloPay Systems, Inc. as of the most recent practicable date, setting forth the following in detail: (a) All shares of common stock issued and outstanding (it is understood that approximately 82,400,000 shares of common stock are currently outstanding); (b) All stock options outstanding, including the total number of shares subject to

III. BOARD OF DIRECTORS AND GOVERNANCE Request 3.1 A list of all current members of the Board of Directors of VeloPay Systems, Inc., including the following information for each director: (a) Full name; (b) Title and designation (e.g., Chair, independent director, investor-designated director, management director); (c) Date of initial election or appointment to the Board; (d) Current term of office and, if applicable

IV. MINUTES AND STOCKHOLDER ACTIONS Request 4.1 Minutes of all meetings of the stockholders of VeloPay Systems, Inc. for the past five (5) years, including all annual meetings and special meetings, together with all attachments, notices, and materials distributed to stockholders in connection with such meetings. Request 4.2 All written consents of stockholders in lieu of meetings adopted during the past five (5) year

V. PRIOR ACQUISITIONS, DISPOSITIONS, AND REORGANIZATIONS Request 5.1 All acquisition agreements, purchase agreements, and related transaction documents for any business, company, or assets acquired by VeloPay or any Subsidiary, with particular attention to the acquisition of PayStream Gateway LLC completed in 2021 for a purchase price of approximately $45 million. For each acquisition, please provide: (a) The acquisi

VI. MATERIAL CONTRACTS Request 6.1 Copies of all contracts or agreements to which VeloPay or any Subsidiary is a party that involve aggregate payments by or to the Company in excess of $500,000 per year (whether pursuant to a single agreement or a series of related agreements with the same counterparty). Request 6.2 Copies of the top twenty-five (25) customer agreements by revenue, including master services agreement

VII. FINANCING AND INDEBTEDNESS Request 7.1 Copies of all loan agreements, credit agreements, promissory notes, indentures, and other evidence of indebtedness to which VeloPay or any Subsidiary is a party, whether as borrower, guarantor, or otherwise. This request specifically encompasses the existing $112,000,000 senior secured credit facility with Meridian Commercial Credit Corp. (599 Lexington Avenue, 26th Floor,

VIII. FINANCIAL STATEMENTS AND ACCOUNTING Request 8.1 Audited financial statements for VeloPay Systems, Inc. and its consolidated subsidiaries for each of the past three (3) fiscal years (FY2022, FY2023, and FY2024), including: (a) Consolidated balance sheets as of each fiscal year-end; (b) Consolidated statements of income (or statements of operations) for each fiscal year; (c) Consolidated statements of cash flows

IX. TAX MATTERS Request 9.1 Copies of all federal, state, local, and foreign income tax returns filed by VeloPay Systems, Inc. and each Subsidiary for the past five (5) tax years, including all schedules, attachments, elections, statements, and supporting workpapers. Request 9.2 Copies of all Canadian tax returns filed by VeloPay Canada Inc., including Canadian federal income tax returns (T2 Corporation Income Tax Re

X. INTELLECTUAL PROPERTY Request 10.1 A complete schedule of all patents and patent applications (both U.S. and foreign) owned by or assigned to VeloPay or any Subsidiary, including for each patent or application: (a) Patent or application number; (b) Title of the invention; (c) Filing date and priority date; (d) Issue date (for issued patents); (e) Expiration date (for issued patents); (f) Assignee and record owner;

XI. INFORMATION TECHNOLOGY AND DATA SECURITY Request 11.1 A comprehensive description of VeloPay's IT infrastructure, including: (a) Cloud hosting providers and services utilized (e.g., Meridian Technologies, Azure, GCP); (b) Data center locations and co-location arrangements; (c) Network architecture overview; (d) Disaster recovery and business continuity plans, including recovery time objectives (RTOs), recovery po

XII. DATA PRIVACY AND PROTECTION Request 12.1 All privacy policies (both current and historical versions for the past five (5) years), including website privacy policies, mobile application privacy policies, customer-facing privacy notices, and internal employee privacy policies, together with a record of all material changes made to such policies and the dates of each change. Request 12.2 A description of VeloPay's