Contract analysis

I. INTRODUCTION AND CONTEXT A. Identification of Firm and Client We have acted as counsel to Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV"), and Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of HPE Fund IV ("Merger Sub"), in connection with the transactions described herein (Firm Matter Number: 1003-00003). This opinion letter is delivere

1. The Merger. The reverse triangular merger (the "Merger") pursuant to which Merger Sub has merged with and into VeloPay Systems, Inc., a Delaware corporation (the "Company"), with the Company surviving as a wholly-owned subsidiary of HPE Fund IV, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), among HPE Fund IV, Merger Sub, and Ve

2. The Financing. The incurrence of indebtedness under the Credit Agreement consisting of (a) a senior secured term loan facility in the aggregate principal amount of $500,000,000 (the "Term Loan Facility"), with a maturity date of July 22, 2032 (seven years from the Closing Date), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 3.75%, and (b) a senior secured revolving credit facility

3. The Equity Contribution. The equity contribution by HPE Fund IV in the aggregate amount of $1,140,000,000 in immediately available funds, which, together with the proceeds of the Term Loan Facility drawn on the Closing Date, was used to fund the aggregate merger consideration, transaction expenses, and other amounts payable in connection with the consummation of the Merger and the related transactions. The Merger,

II. DOCUMENTS REVIEWED In connection with the opinions expressed herein, we have reviewed executed originals or copies of the following documents (or, where indicated, drafts that we have been advised are substantially in the form of the executed versions): A. Transaction Agreements

1. The Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), among HPE Fund IV, Merger Sub, and VeloPay (execution version), including all schedules and exhibits thereto.

2. The Disclosure Schedules delivered by HPE Fund IV and Merger Sub pursuant to the Merger Agreement, dated as of March 18, 2025.

3. The Equity Commitment Letter, dated as of February 14, 2025, from Harrowgate Capital Management IV LLC to VeloPay, pursuant to which Harrowgate Capital Management IV LLC committed to cause HPE Fund IV to fund the equity contribution described therein.

4. The Limited Guarantee, dated as of March 18, 2025, from Harrowgate Capital Management IV LLC in favor of VeloPay, guaranteeing HPE Fund IV's reverse termination fee obligation in the amount of $57,000,000 and certain other specified obligations, as set forth therein.

5. The Stockholder Support Agreement, dated as of March 18, 2025, among HPE Fund IV, Merger Sub, and certain stockholders of VeloPay identified therein.

6. The Rollover Agreement, dated as of March 18, 2025, among HPE Fund IV, Harrowgate Velocity Co-Invest LP, Nathan Aldridge, and Sonia Reyes-Watkins, pursuant to which certain shares of VeloPay common stock and equity awards were contributed or exchanged for equity interests in HPE Fund IV.

7. The Certificate of Merger, duly executed and filed with the Secretary of State of the State of Delaware on July 22, 2025, in accordance with Section 251 of the Delaware General Corporation Law (the "DGCL"). B. Financing Documents

1. The Debt Commitment Letter, dated as of February 14, 2025, from Tralvendo National Bank and Prairie State Bank, N.A. to HPE Fund IV (Reference: CRE-2025-SPF-0441), together with the related fee letters and engagement letters delivered in connection therewith.

2. The Senior Secured Credit Agreement, dated as of July 22, 2025 (execution version) (the "Credit Agreement"), among VeloPay Systems, Inc. (as Borrower), HPE Fund IV (as Holdings), Tralvendo National Bank (as Administrative Agent for the Term Loan Facility), Prairie State Bank, N.A. (as Administrative Agent for the Revolving Credit Facility), and the Lenders party thereto.

3. The Guarantee and Collateral Agreement, dated as of July 22, 2025 (the "Guarantee and Collateral Agreement"), among VeloPay Systems, Inc. (as Borrower), HPE Fund IV (as Holdings), and the following subsidiary guarantors: VeloPay Processing LLC, a Delaware limited liability company; VeloPay Fraud intelligence Inc., a Delaware corporation; and PayStream Gateway LLC, a Delaware limited liability company.

4. The Intercreditor Agreement, dated as of July 22, 2025 (the "Intercreditor Agreement"), between Tralvendo National Bank (as Term Loan Agent) and Prairie State Bank, N.A. (as Revolver Agent).

5. The Fee Letter, dated as of February 14, 2025 (confidential), among HPE Fund IV, Tralvendo National Bank, and Prairie State Bank, N.A., setting forth certain fees payable in connection with the financing transactions contemplated by the Credit Agreement. C. Organizational Documents

1. The Certificate of Incorporation of Merger Sub, as filed with the Secretary of State of the State of Delaware on February 24, 2025.

2. The Amended and Restated Certificate of Incorporation of VeloPay Systems, Inc. (as Surviving Corporation), effective as of July 22, 2025, adopted in connection with the Merger.

3. The Amended and Restated Bylaws of VeloPay Systems, Inc. (as Surviving Corporation), effective as of July 22, 2025, adopted in connection with the Merger.

4. The Certificate of Limited Partnership of HPE Fund IV, as filed with the Secretary of State of the State of Delaware, and the Amended and Restated Agreement of Limited Partnership of HPE Fund IV, dated as of the date specified therein.

5. The Certificate of Formation of Harrowgate Capital Management IV LLC, as filed with the Secretary of State of the State of Delaware, and the Amended and Restated Operating Agreement of Harrowgate Capital Management IV LLC, dated as of the date specified therein. D. Authorizing Resolutions

1. The written consent resolutions of the sole director of Merger Sub, dated as of March 18, 2025, authorizing the execution and delivery of the Merger Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement.

2. The written consent of Harrowgate Capital Management IV LLC, acting in its capacity as the sole general partner of HPE Fund IV, dated as of March 18, 2025 (as supplemented by additional written consents dated as of July 21, 2025), authorizing the Merger, the equity commitment, the execution and delivery of the Merger Agreement, the Credit Agreement, and all other Transaction Documents and Financing Documents, and

3. The written consent of HPE Fund IV, acting in its capacity as the sole stockholder of Merger Sub, dated as of March 18, 2025, approving the Merger Agreement and the consummation of the Merger. E. Closing Deliverables and Certificates

1. The Officer's Certificate of HPE Fund IV and Merger Sub, dated as of July 22, 2025, executed by Priya Deshmukh, Managing Partner, Fund IV, certifying as to certain matters relating to the satisfaction of conditions to closing.

2. The Secretary's Certificate of HPE Fund IV and Merger Sub, dated as of July 22, 2025, certifying as to the incumbency and specimen signatures of authorized officers, the authenticity of organizational documents, and the adoption of authorizing resolutions.

3. The Solvency Certificate, dated as of July 22, 2025, executed and delivered by Marcus Langford, Chief Financial Officer of VeloPay, certifying as to the solvency of VeloPay and its subsidiaries on a consolidated basis after giving effect to the Transactions.

4. Good standing certificates (or equivalent) for each of HPE Fund IV, Harrowgate Capital Management IV LLC, Merger Sub (dated prior to the Effective Time of the Merger), VeloPay Systems, Inc., and each subsidiary guarantor (VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC), issued by the Secretary of State of the State of Delaware and, where applicable, by other relevant governmenta

5. The Funds Flow Memorandum, dated as of July 21, 2025, setting forth the sources and uses of funds and the wiring instructions for the distribution of the merger consideration, equity contributions, debt proceeds, and payment of fees and expenses. F. Escrow and Paying Agent Agreements

1. The Escrow Agreement, dated as of July 22, 2025 (Reference: GT-ESC-2025-07223), among HPE Fund IV, Nathan Aldridge (in his capacity as Stockholder Representative), and Garrison Trust Company (as Escrow Agent), establishing an escrow fund in the amount of $133,000,000 (representing approximately 7% of the aggregate merger consideration) to secure the indemnification obligations of the former stockholders of VeloPay

2. The Paying Agent Agreement, dated as of July 22, 2025, between VeloPay Systems, Inc. (as the Surviving Corporation) and Keystone Pacific Transfer Services Inc. (as Paying Agent), providing for the exchange of outstanding shares of VeloPay common stock for the per-share merger consideration and the processing of letters of transmittal. G. Other Documents We have also reviewed such other certificates, instruments, a

III. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your permission and without independent verification or investigation, assumed the following: A. General Assumptions

1. All signatures on all documents reviewed by us in connection with the rendering of this opinion are genuine and authentic, and each such document was signed by the person or persons purporting to have signed such document.

2. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals of such documents in all material respects.

3. Each natural person who has executed any document reviewed by us in connection with the rendering of this opinion had, at the time of such execution, the requisite legal capacity to execute and deliver such document.

4. All parties to the Transaction Documents and Financing Documents (other than the Opinion Parties) have been duly organized or formed, are validly existing, and are in good standing under the laws of their respective jurisdictions of organization or formation, and have full power and authority to execute, deliver, and perform their respective obligations under, and to consummate the transactions contemplated by, th

5. All parties to the Transaction Documents and Financing Documents (other than the Opinion Parties) have taken all necessary organizational action required to authorize the execution, delivery, and performance of their obligations under the Transaction Documents and Financing Documents to which they are a party, and such documents have been duly executed and delivered by such parties.

6. The Transaction Documents and Financing Documents constitute the legal, valid, binding, and enforceable obligations of all parties thereto other than the Opinion Parties, enforceable against such parties in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws affecting creditors' rights generally, and to general prin

7. There are no agreements, understandings, or course of dealings among the parties to the Transaction Documents and Financing Documents that would modify, amend, supplement, or otherwise affect the terms of such documents, other than as expressly set forth therein and in the documents described herein.

8. The Credit Agreement and the other Financing Documents are governed by, and will be construed in accordance with, the laws of the State of New York, and the Merger Agreement is governed by, and will be construed in accordance with, the DGCL and, to the extent applicable, the laws of the State of Delaware. B. Factual Assumptions

1. The representations and warranties of the Opinion Parties contained in the Transaction Documents and the Financing Documents were true and correct in all material respects when made and are true and correct in all material respects as of the date hereof, except where such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such

2. The certifications, statements, representations, and warranties contained in the Officer's Certificate executed by Priya Deshmukh and in each Secretary's Certificate delivered in connection with the closing of the Transactions are accurate and complete in all respects as of the date hereof.

3. All conditions precedent to the obligation of the parties to consummate the transactions contemplated by the Merger Agreement and the Credit Agreement have been duly satisfied or, where permitted, waived in accordance with the terms thereof.

4. All regulatory approvals and governmental consents required for the consummation of the Transactions have been duly obtained, remain in full force and effect, and have not been revoked, withdrawn, amended, or modified in any manner that would adversely affect the legality, validity, or enforceability of any Transaction Document or Financing Document or the consummation of any Transaction, including without limitat

5. The funds flow memorandum dated July 21, 2025 has been implemented in accordance with its terms, and all payments contemplated thereby have been made or are being made contemporaneously with the delivery of this opinion. C. Reliance on Good Standing Certificates With respect to all opinions regarding the good standing of any Opinion Party, we have relied solely upon good standing certificates (or their equivalent)

IV. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Sections V and VI below, we are of the opinion that: 4.1 Due Organization and Good Standing — HPE Fund IV HPE Fund IV is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Harrowgate Capital Management IV LLC is a limi

V. ENFORCEABILITY EXCEPTIONS The opinions set forth in Section IV above as to the enforceability of the Transaction Documents and the Financing Documents are subject to the following exceptions and qualifications (collectively, the "Enforceability Exceptions"): 5.1 Bankruptcy and Insolvency Exception The enforceability of the Transaction Documents and the Financing Documents may be limited by applicable bankruptcy, i

VI. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are further subject to the following qualifications and limitations: 6.1 Scope of Laws Covered This opinion is limited in all respects to the federal laws of the United States of America, the laws of the State of New York (excluding the choice-of-law rules thereof that would apply the laws of another jurisdiction), and the General Corporation Law of the

I. Harrowgate Private Equity Fund IV LP (HPE Fund IV)

II. Harrowgate Capital Management IV LLC (General Partner of HPE Fund IV)

III. Harrowgate Velocity Merger Sub Inc. (Merger Sub)

IV. VeloPay Systems, Inc. (Surviving Corporation / Borrower)

V. Subsidiary Guarantors CONFIDENTIAL — This opinion letter is subject to the limitations on reliance and use set forth in Section VI.6 hereof. No. | Document | Date | Parties 1 | Agreement and Plan of Merger | March 18, 2025 | HPE Fund IV, Merger Sub, and VeloPay Systems, Inc. 2 | Disclosure Schedules to the Merger Agreement | March 18, 2025 | HPE Fund IV and Merger Sub 3 | Equity Commitment Letter | February 14, 20