Contract analysis

1. Introduction We are counsel to Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Buyer"), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), among HPE Fund IV, Harrowgate Velocity M

2. Defined Terms Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement. In addition, the following defined terms shall be used in the Opinion and in this letter for purposes of clarity and consistency: (a) "Merger Agreement" means the Agreement and Plan of Merger dated as of March 18, 2025, among HPE Fund IV, Merger Sub, and the Company,

3. Documents to Be Reviewed by Opining Counsel We request that the Opinion identify the documents examined and relied upon by Whitford Jessup & Crane LLP in connection with the rendering of the Opinion. At a minimum, we expect that Whitford Jessup & Crane LLP will have reviewed the following documents and records: (a) The Merger Agreement (execution version, dated March 18, 2025), including all exhibits and schedules

4. Opinions Requested We request that the Opinion include each of the following opinions. Each opinion set forth below should be rendered as a "clean" opinion (and not as a "reasoned" or "should" opinion), subject only to the customary assumptions, qualifications, and limitations described in Section 6 below. 4.1 Due Organization and Good Standing We request that Whitford Jessup & Crane LLP opine that VeloPay Systems

5. Addressees and Reliance Parties The Opinion shall be addressed to: (a) Harrowgate Private Equity Fund IV LP, 300 King Street, Suite 4200, Wilmington, Delaware 19801; and (b) Harrowgate Velocity Merger Sub Inc., c/o Harrowgate Capital Management IV LLC, 300 King Street, Suite 4200, Wilmington, Delaware 19801. In addition, the Opinion shall be delivered for the benefit of, and may be relied upon by, each of the foll

6. Acceptable Assumptions, Qualifications, and Limitations 6.1 Customary Assumptions The Opinion may contain the following customary assumptions, and HPE Fund IV will accept such assumptions without objection: (a) The genuineness of all signatures on all documents reviewed by Whitford Jessup & Crane LLP in connection with the Opinion. (b) The authenticity and completeness of all documents submitted to Whitford Jessup

7. Officer's Certificates and Factual Reliance We acknowledge that the Opinion may appropriately rely upon certificates of officers of VeloPay as to certain factual matters that are not independently verifiable through legal analysis or review of public records. In particular, the Opinion may rely upon: (a) A certificate of Nathan Aldridge, Chief Executive Officer of VeloPay, or Danielle Moreau, General Counsel of Ve

8. Form and Delivery Requirements The Opinion shall satisfy each of the following form and delivery requirements: (a) Date. The Opinion shall be dated as of the Closing Date, which is expected to be July 22, 2025. (b) Delivery. The Opinion shall be delivered to Calderwood & Harkness LLP at 787 Seventh Avenue, 38th Floor, New York, New York 10019, Attention: Sandra Tung, by no later than 9:00 a.m. Eastern Time on the

9. Coordination and Contact Information We request that all communications regarding the form, substance, and scope of the Opinion be directed to the following individuals at Calderwood & Harkness LLP: Sandra Tung, Partner Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 558-4127 Email: stung@calderwoodharkness.com Megan Chu, Associate Calderwood & Harkness LLP 787 Se

10. Reservation of Rights / No Waiver Calderwood & Harkness LLP, on behalf of HPE Fund IV, hereby reserves the right to request modifications to the form, substance, or scope of the Opinion as reasonably necessary based on developments occurring between the date of this letter and the Closing Date, including, without limitation, amendments or modifications to the Merger Agreement, changes in applicable law, or the id

11. Closing We thank you and your colleagues at Whitford Jessup & Crane LLP for your cooperation and attention to this matter. We understand that the preparation of the closing opinion involves significant effort and coordination, and we appreciate your willingness to work with us to ensure that the Opinion is delivered in a timely and complete manner. Should you have any questions regarding the requested opinion for