Contract analysis

I. Executive Summary This memorandum summarizes the key findings from the intellectual property due diligence review conducted by Calderwood & Harkness LLP in connection with the proposed acquisition of VeloPay Systems, Inc. and its subsidiaries by HPE Fund IV for aggregate merger consideration of $1,900,000,000 ($20.00 per share on a fully diluted basis). The acquisition is to be structured as a reverse triangular m

II. Methodology and Scope of Review A. Data Room Materials Reviewed Our IP due diligence review was conducted through a comprehensive examination of IP-related documents produced in the VeloPay electronic data room, which was opened on December 12, 2024 and hosted on the Thackeray Solutions platform. The data room was organized by VeloPay and its counsel, Whitford Jessup & Crane LLP, into folders corresponding to the

1. Reliance on Data Room Production. We have relied upon the completeness and accuracy of the documents and information produced by VeloPay and its counsel in the electronic data room. Where we have identified gaps or incomplete production, we have noted them in the relevant sections of this memorandum. We have not conducted an independent investigation to identify IP assets or liabilities not disclosed by VeloPay.

2. No Independent Technical Audit. We have not conducted an independent technical audit of VeloPay's source code, software architecture, or engineering practices. Our assessment of open-source software compliance, in particular, is based upon our review of VeloPay's SCA tool reports, management representations, and the Open-Source Software Policy, but has not been independently validated through a forensic source cod

3. Foreign IP Registrations. IP registrations in Canada (held by VeloPay Canada Inc.) and Portugal/EU (held by VeloPay Europe, Unipessoal Lda.) have been reviewed at a summary level based on data room materials. We recommend that local counsel in Ontario, Canada and Lisbon, Portugal be engaged to confirm the current registration status, chain of title, and enforceability of foreign IP rights, including compliance wit

4. Freedom-to-Operate. We have not independently conducted a freedom-to-operate analysis for VeloPay's products and services. VeloPay management represents that internal FTO reviews were performed by Wentworth & Calloway LLP prior to major product launches, but the results of those reviews were not produced in the data room. C. Coordination with Other Workstreams This memorandum is intended to be read in conjunction

III. Patent Portfolio A. Overview VeloPay and its subsidiaries collectively hold a patent portfolio consisting of 18 issued U.S. utility patents, 7 pending U.S. patent applications, 3 issued Canadian patents, and 2 European Patent Office patents validated in Portugal. The portfolio covers technology areas that are central to VeloPay's cloud-native payments processing and merchant acquiring platform, including real-ti

1. No Active Patent Infringement Claims. No active patent infringement claims against VeloPay or any of its subsidiaries have been identified as of the date of this memorandum. This finding is consistent with the Litigation and Contingent Liabilities Memorandum prepared by Megan Chu.

2. Pre-Litigation Patent Inquiry. One third-party pre-litigation inquiry was received in Q3 2023 from an unnamed competitor alleging potential overlap between the competitor's patent portfolio and VeloPay's multi-channel tokenization patent (U.S. Patent No. 10,693,XXX). VeloPay's patent counsel at Wentworth & Calloway LLP reviewed the inquiry and the competing party's patent claims and determined that VeloPay's token

3. Freedom-to-Operate. Calderwood & Harkness has not independently conducted a freedom-to-operate analysis for VeloPay's products and services. VeloPay management represents that internal FTO reviews were performed by Wentworth & Calloway LLP prior to the commercial launch of major products and features. The results of these FTO reviews were not produced in the data room, and we were unable to independently verify th

4. Patent-Specific Merger Agreement Provisions. We recommend that the Merger Agreement include specific representations and warranties covering: (a) VeloPay's ownership of all patents free and clear of encumbrances (other than existing credit facility liens to be released at closing); (b) the absence of infringement by VeloPay of any third-party patent rights; (c) the absence of infringement by third parties of VeloP

IV. Trademark Portfolio A. Registered Trademarks — United States VeloPay holds 11 active U.S. trademark registrations with the USPTO. These registrations cover the core VeloPay brand, the PayStream brand (acquired in the 2021 PayStream Gateway LLC acquisition), and various product-specific names. The principal registrations are as follows: The remaining 4 registrations cover additional product-specific names for Velo

1. No Active Trademark Disputes. No active trademark infringement actions, cease-and-desist disputes, or cancellation proceedings have been identified, other than the pending TTAB opposition proceeding described below.

2. Pending TTAB Opposition. A third party filed a U.S. trademark application in 2022 for the mark "VELOAPAY" (note the spelling difference — "VELOAPAY" versus "VELOPAY") in Class 36 (financial services). VeloPay identified the application through its Sentinel Brand Watch LLC monitoring service and filed a Notice of Opposition with the Trademark Trial and Appeal Board in 2023. The opposition proceeding is currently pe

3. PAYSTREAM Mark Assignment. The assignment of the "PAYSTREAM" mark from PayStream Gateway LLC to VeloPay was properly documented and recorded with the USPTO as part of the 2021 acquisition. No issues with the chain of title for the PAYSTREAM marks were identified.

4. Trademark Registrations — Completeness. VeloPay's trademark portfolio is comprehensive for its current operations but, as noted above, could benefit from expanded international filings and selective registration of currently unregistered marks post-closing.

V. Copyrights A. Software Copyrights VeloPay's core payments processing platform, the VeloPay Shield fraud detection suite, the VeloPay Analytics dashboard, and the PayStream Gateway payment gateway software are all protectable as original works of authorship under the Copyright Act of 1976 (17 U.S.C. Section 101 et seq.). These software products represent VeloPay's most commercially significant copyrightable works a

VI. Trade Secrets and Proprietary Information A. Overview of Trade Secret Portfolio VeloPay maintains a substantial portfolio of trade secrets and proprietary information that is central to its competitive position in the payments technology industry. Trade secrets represent a particularly important category of IP for VeloPay because much of the Company's core technology — including its algorithms, machine learning m

1. Employee Departure Risk. Trade secret protection is inherently vulnerable to the departure of key employees who possess knowledge of VeloPay's proprietary technology, algorithms, and business strategies. VeloPay has approximately 1,340 employees across its offices in Austin, Texas; Denver, Colorado; Toronto, Ontario; and Lisbon, Portugal. The departure of key engineering and data science personnel, particularly th

2. Non-Compete Enforceability. The enforceability of non-compete covenants varies significantly by jurisdiction. In particular, Colorado has enacted restrictive legislation (Colorado Revised Statutes Section 8-2-113, as amended effective August 10, 2022) that substantially limits the enforceability of non-compete agreements, generally prohibiting non-compete covenants for employees earning below a specified threshold

3. No Trade Secret Misappropriation Claims. No allegations of trade secret misappropriation by or against VeloPay have been identified in our review of the data room or in our management interviews. This is a favorable finding and suggests that VeloPay's trade secret protection measures have been effective to date.

4. Recommendation. We recommend that HPE Fund IV conduct a post-closing review and update of VeloPay's trade secret protection measures, including a jurisdiction-by-jurisdiction assessment of restrictive covenant enforceability, enhanced access controls and monitoring for departing employees, and alignment of the Trade Secret Policy with HPE Fund IV's portfolio-wide information security standards.

VII. Domain Names and Internet Properties A. Domain Name Portfolio VeloPay owns approximately 35 domain names that support its corporate website, product marketing, developer community, and international operations. The domain name portfolio is managed centrally by VeloPay's IT department and is registered through a single registrar, Pinnacle Domain Services Inc. All domain registrations are current, and auto-renewal

VIII. Technology Licenses — Inbound A. Third-Party Software Licenses VeloPay utilizes various third-party commercial software under license to support its platform operations, internal infrastructure, and business functions. The material inbound technology licenses identified in our review include the following categories: • Cloud Infrastructure Services. VeloPay maintains enterprise agreements with major cloud compu

1. Change of Control Provisions. Standard license termination or modification provisions upon a change of control could apply to certain enterprise software agreements. The potentially affected agreements have been identified and are tracked in the Change of Control Consent Tracker. We do not anticipate that any of these provisions will present a material obstacle to closing, but we recommend that consents and notifi

2. No Material Disputes. No material disputes under third-party software licenses have been identified in our review. All license fees are current, and VeloPay is not in breach of any material license terms based on the information available in the data room.

IX. Technology Licenses — Outbound A. Customer Agreements VeloPay licenses its cloud-native payments processing platform, the VeloPay Shield fraud detection suite, and the VeloPay Analytics dashboard to approximately 14,000 merchants under SaaS subscription agreements. VeloPay's standard customer agreement includes a limited, non-exclusive, non-transferable license grant for the customer to access and use VeloPay's p

X. Open-Source Software Usage A. Open-Source Inventory and Policy VeloPay utilizes open-source software components within its platform in accordance with its internal Open-Source Software Policy (the "OSS Policy"). The OSS Policy establishes guidelines for the evaluation, approval, and integration of open-source components into VeloPay's codebase, including requirements for license review, compliance tracking, and es