1003-00003 · Harrowgate Private Equity Fund IV LP · Antitrust & Regulatory

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CONFIDENTIAL TREATMENT REQUESTED — PURSUANT TO 5 U.S.C. § 552(b)(4) AND 15 U.S.C. § 18a(h)

CALDERWOOD & HARKNESS LLP Attorneys at Law

787 Seventh Avenue, 38th Floor New York, New York 10019

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

June 27, 2025

By Hand Delivery and Electronic Submission

Antitrust Division United States Department of Justice 950 Pennsylvania Avenue NW Washington, D.C. 20530

Attention: The staff attorneys and economists assigned to the investigation of HSR Transaction Number 25-0198374

Re: Certification of Substantial Compliance with Second Request Issued May 8, 2025, in Connection with the Proposed Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP — HSR Transaction Number 25-0198374

Dear Sir or Madam:

I. Introduction and Purpose of Letter

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") serves as outside legal counsel to Harrowgate Private Equity Fund IV LP ("HPE Fund IV"), a Delaware limited partnership, in connection with HPE Fund IV's proposed acquisition (the "Proposed Transaction" or the "Transaction") of VeloPay Systems, Inc. ("VeloPay"), a Delaware corporation. This letter is submitted on behalf of HPE Fund IV and constitutes HPE Fund IV's formal certification of substantial compliance with the Request for Additional Information and Documentary Material (the "Second Request") issued by the Antitrust Division of the United States Department of Justice (the "Antitrust Division" or the "Division") on May 8, 2025, pursuant to Section 7A(e) of the Clayton Act, 15 U.S.C. § 18a(e), and the implementing regulations set forth at 16 C.F.R. § 803.20.

The Second Request was issued in connection with the HSR Premerger Notification Filing submitted by HPE Fund IV on April 2, 2025, and assigned HSR Transaction Number 25-0198374 (the "HSR Filing"). This certification is accompanied by the final tranche of HPE Fund IV's document production, narrative interrogatory responses, data productions, and a privilege log, all of which are described in greater detail below and identified in the enclosures appended hereto.

The Calderwood & Harkness engagement team responsible for antitrust and competition matters in connection with the Transaction is led by Howard Bellamy, Specialist Partner, Antitrust & Competition, who serves as the responsible attorney for all Second Request compliance and antitrust regulatory matters. Sandra Tung, Responsible Partner, M&A, leads the Firm's overall transaction engagement for HPE Fund IV and has supervised the transactional aspects of the Second Request compliance process. Both Mr. Bellamy and Ms. Tung are available to address any questions the staff may have regarding this certification or the accompanying submissions.

We note for the record that VeloPay has been separately represented by Fielding McGrath LLP in connection with antitrust and regulatory matters arising from the Transaction. Amara Osei, a partner at Fielding McGrath LLP, serves as lead counsel to VeloPay for such purposes. We understand that VeloPay's own certification of substantial compliance with the Second Request issued to it by the Antitrust Division is being submitted concurrently by Fielding McGrath LLP. VeloPay has also been represented by Whitford Jessup & Crane LLP as its primary corporate counsel in the Transaction. This letter is submitted solely on behalf of HPE Fund IV and does not purport to address VeloPay's compliance with the Second Request directed to VeloPay.

II. Transaction Overview

HPE Fund IV proposes to acquire all of the outstanding equity interests of VeloPay for aggregate merger consideration of approximately One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration"), structured as a reverse triangular merger pursuant to Section 251 of the Delaware General Corporation Law ("DGCL"). Pursuant to the terms of the Transaction, Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a Delaware corporation and newly formed wholly-owned acquisition subsidiary of HPE Fund IV organized solely for the purpose of consummating the Transaction, will merge with and into VeloPay, with VeloPay surviving the merger as a wholly-owned subsidiary of HPE Fund IV (the "Merger"). Upon the effective time of the Merger, Merger Sub will cease to exist as a separate corporate entity, and each share of VeloPay common stock outstanding immediately prior to the effective time (other than shares held by VeloPay as treasury stock, shares held by HPE Fund IV or Merger Sub, and shares as to which appraisal rights have been properly perfected and not withdrawn) will be converted into the right to receive the per-share Merger Consideration.

The Agreement and Plan of Merger (the "Merger Agreement") governing the Transaction was executed on March 18, 2025, by and among HPE Fund IV, Merger Sub, and VeloPay. The Merger Agreement was unanimously approved by the Board of Directors of VeloPay and has been recommended to VeloPay's stockholders for adoption at a special meeting of stockholders that is expected to be held on or about July 22, 2025.

The per-share Merger Consideration is $20.00 per share on a fully diluted, as-converted basis, based on approximately 95,000,000 fully diluted shares of VeloPay common stock, including shares issuable upon the exercise, vesting, or conversion of all outstanding stock options, restricted stock units, and other convertible or exercisable equity awards.

The sources of the Merger Consideration are as follows:

• Equity Contribution: HPE Fund IV will fund an equity contribution of $1,140,000,000, representing approximately 60% of the aggregate Merger Consideration, from committed capital of the fund.

• Senior Secured Term Loan: A $500,000,000 senior secured first lien term loan facility (the "Term Loan Facility") has been arranged by Tralvendo National Bank, acting as lead arranger and administrative agent. Commitment letters for the Term Loan Facility were executed on March 15, 2025, and remain in full force and effect.

• Senior Secured Revolving Credit Facility: A $260,000,000 senior secured first lien revolving credit facility (the "Revolving Credit Facility") has been arranged by Prairie State Bank, N.A., acting as lead arranger and administrative agent. The Revolving Credit Facility will be available for working capital and general corporate purposes of VeloPay following the closing of the Transaction.

The combined equity and debt capitalization provides for a total enterprise value of approximately $1,900,000,000, with an implied leverage ratio of approximately 4.0x VeloPay's trailing twelve-month Adjusted EBITDA as of December 31, 2024.

HPE Fund IV. HPE Fund IV is a Delaware limited partnership with its principal office located at 300 King Street, Suite 4200, Wilmington, Delaware 19801. Its general partner is Harrowgate Capital Management IV LLC, a Delaware limited liability company. HPE Fund IV is a vintage 2022 private equity fund with total committed capital of approximately $6.8 billion. The fund's investment strategy is focused on growth equity and leveraged buyout investments in the financial services technology, infrastructure software, and data analytics sectors. HPE Fund IV is managed by the Harrowgate Capital Management platform, which was founded in 2008 and has managed five successive investment funds with aggregate committed capital exceeding $22 billion.

VeloPay. VeloPay is a Delaware corporation headquartered at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759. VeloPay operates a cloud-native payments processing and merchant acquiring platform that serves mid-market and enterprise customers across a range of industries, including e-commerce, retail, software-as-a-service, and financial services. VeloPay processes approximately $87 billion in annualized gross payment volume across a network of more than 14,000 merchants and merchant relationships. VeloPay's technology platform provides integrated payment gateway services, payment facilitation, fraud detection and risk management, and data analytics and reporting tools to its merchant customers.

For VeloPay's fiscal year ended December 31, 2024, VeloPay reported audited revenue of $412.3 million and Adjusted EBITDA (as defined in VeloPay's audited financial statements) of $98.1 million, reflecting Adjusted EBITDA margins of approximately 23.8%.

Pendleton Hawkes & Co. is serving as exclusive financial advisor to HPE Fund IV in connection with the Transaction. David Constantinou, Lead Managing Director, Pendleton Hawkes & Co., leads the advisory engagement and has been actively involved in supporting HPE Fund IV's Second Request compliance, including with respect to the preparation and production of structured financial data and market analyses.

III. Procedural History

The relevant procedural history of this matter is summarized as follows:

April 2, 2025: HPE Fund IV submitted its HSR Premerger Notification Form to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, as required by Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing rules set forth at 16 C.F.R. Parts 801–803. The filing was assigned HSR Transaction Number 25-0198374. VeloPay concurrently submitted its own HSR Premerger Notification Form for the Transaction.

April 2 – May 7, 2025: The initial 30-day waiting period under the HSR Act commenced upon the filing of the notification forms. During this period, HPE Fund IV, through Calderwood & Harkness, made itself available to the Division's staff to respond to any preliminary questions regarding the Transaction and the competitive landscape for payments processing and merchant acquiring services.

May 8, 2025: Prior to the expiration of the initial waiting period, the Antitrust Division issued a Second Request to HPE Fund IV, requesting additional information and documentary material pursuant to 15 U.S.C. § 18a(e) and 16 C.F.R. § 803.20. A separate Second Request was concurrently issued to VeloPay. The issuance of the Second Request extended the waiting period under the HSR Act, which, pursuant to 15 U.S.C. § 18a(e)(2), will not expire until thirty (30) days after the date of substantial compliance by both HPE Fund IV and VeloPay with their respective Second Requests (or such earlier date as the Division may permit).

May 8 – June 27, 2025: Following receipt of the Second Request, HPE Fund IV, through Calderwood & Harkness and specifically through Howard Bellamy and his team, promptly and proactively engaged in extensive discussions with the Division's staff attorneys and economists assigned to this investigation to clarify the scope of the Second Request and to negotiate and agree upon the specific terms and parameters of HPE Fund IV's compliance. These discussions were conducted in a spirit of full cooperation and transparency, consistent with HPE Fund IV's commitment to facilitating the Division's thorough review of the Proposed Transaction.

The cooperation undertaken by HPE Fund IV during this period included, but was not limited to, the following:

Custodian Identification and Negotiation. HPE Fund IV, with the assistance of Calderwood & Harkness, undertook a comprehensive process to identify all individuals likely to possess documents and information responsive to the Second Request. The resulting list of custodians was presented to the Division's staff, and the parties engaged in a collaborative process to finalize a mutually agreed-upon custodian list. The final custodian list, as discussed in Section IV below, reflects the custodians agreed upon between HPE Fund IV and the Division.

Search Term Negotiation. Calderwood & Harkness developed an initial set of proposed search terms and Boolean search queries designed to identify electronically stored information responsive to the specifications of the Second Request. These proposed search terms were shared with the Division's staff, and the parties engaged in multiple rounds of iterative negotiation, resulting in a final set of agreed-upon search terms that were applied across all custodial and non-custodial data sources.

De-Duplication Methodology. HPE Fund IV and the Division agreed upon a de-duplication methodology to eliminate redundant copies of documents within and across custodian collections, thereby reducing the volume of materials requiring review while ensuring that all unique responsive documents were captured and produced.

Identification of Relevant Document Repositories. In addition to the custodial email and document collections, HPE Fund IV identified and collected documents from shared network drives, cloud-based document repositories, internal deal management platforms, and other electronic systems maintained by Harrowgate Capital Management IV LLC that contained documents potentially responsive to the Second Request.

Throughout this process, HPE Fund IV has maintained parallel awareness of VeloPay's compliance efforts through appropriate channels. VeloPay, through its counsel Amara Osei of Fielding McGrath LLP, has separately engaged with the Division's staff regarding VeloPay's own compliance with the Second Request issued to it. As noted above, we understand that VeloPay's certification of substantial compliance is being submitted concurrently with this letter.

IV. Scope of Document Collection and Production

A. Custodians. HPE Fund IV, in consultation with Calderwood & Harkness and pursuant to negotiations with the Division's staff, identified and collected documents from the following primary custodians at Harrowgate Capital Management IV LLC:

1. Richard Harrowgate — Founder & Chairman, Harrowgate Capital Management IV LLC. Mr. Harrowgate is the founder of the Harrowgate Capital Management platform and serves as Chairman of the general partner entity for HPE Fund IV. His custodial file was included based on his involvement in the strategic oversight and approval of the Transaction.

2. Priya Deshmukh — Managing Partner, HPE Fund IV. Ms. Deshmukh is the senior investment professional with day-to-day management responsibility for HPE Fund IV and was the lead decision-maker on the origination, evaluation, and approval of the VeloPay acquisition.

3. Thomas Eriksen — Partner, Head of Financial Technology. Mr. Eriksen led the deal team responsible for sourcing, diligencing, and structuring the VeloPay transaction. His custodial file was among the largest collections and included extensive materials related to the competitive analysis of the payments processing and merchant acquiring markets.

4. Additional Custodians. In addition to the three individuals identified above, HPE Fund IV collected documents from nine (9) additional investment professionals and support staff members at Harrowgate Capital Management IV LLC whose roles involved meaningful participation in the evaluation, diligence, or execution of the Transaction. These additional custodians included members of the deal team, the operations and portfolio management group, and certain members of the fund's investment committee. The identity of each additional custodian was disclosed to and agreed upon with the Division's staff.

In total, documents were collected from twelve (12) custodians. The complete custodian list was negotiated and mutually agreed upon between Calderwood & Harkness, on behalf of HPE Fund IV, and the Division's staff during the period from May 12, 2025 through May 19, 2025. The Division did not request that any additional custodians be added to the list beyond those proposed and agreed upon during this period.

B. Document Collection and Review

Calderwood & Harkness, with the assistance of a leading electronic discovery vendor retained for this engagement, undertook a comprehensive and systematic document collection, review, and production process. The key elements of this process are described below.

Collection Methodology. Documents were collected from the following sources for each identified custodian and, where applicable, from non-custodial repositories:

• Hollowell Systems email accounts and associated email archives maintained on Harrowgate Capital Management IV LLC's enterprise email system;

• Northgate Data Systems and Meridian Solutions messaging platforms used by the deal team and investment professionals;

• Shared network drives and departmental file shares maintained on Harrowgate Capital Management IV LLC's internal servers;

• Cloud-based document repositories, including files stored on Aldermere Systems, box, and Hollowell Health IT;

• Harrowgate Capital Management IV LLC's internal deal management and pipeline tracking platform (known internally as "DealView");

• Personal devices (mobile phones and tablets) of custodians, to the extent that such devices contained responsive business communications not otherwise captured through the enterprise systems described above.

All collections were performed using forensically sound methodologies to ensure the completeness and integrity of the collected data. Metadata associated with all collected documents was preserved throughout the collection, processing, and review workflow.

Application of Search Terms. The agreed-upon search terms and Boolean search queries were applied across all collected electronic document populations. Documents that were identified as potentially responsive through the application of search terms were advanced to the substantive review phase.

Privilege Review Protocol. All documents identified as potentially responsive to the Second Request underwent a multi-tiered review for privilege. Documents were reviewed for the attorney-client privilege, the work product doctrine, and, where applicable, the joint defense privilege and common interest doctrine. The privilege review was conducted by experienced attorneys at Calderwood & Harkness under the supervision of Howard Bellamy and his team. Documents determined to be protected by applicable privilege were withheld from production and logged on the privilege log described in Section VI below.

Volume Metrics. The scope of HPE Fund IV's document collection, review, and production is summarized as follows:

• Documents Collected: Approximately 347,000 documents (including email messages, attachments, electronic files, and messaging platform communications) were collected from the custodians and repositories identified above.

• Documents Reviewed: Following the application of agreed-upon search terms and de-duplication (both within and across custodian collections), approximately 142,000 unique documents were identified as potentially responsive and were advanced to the substantive review phase.

• Documents Produced: Approximately 118,500 documents, comprising approximately 1,247,000 pages, were produced to the Division. Documents were produced in the format and with the load file specifications agreed upon with the Division's staff, including searchable text, native files (where appropriate), and associated metadata.

• Bates Number Range: Produced documents bear Bates numbers HPE-DOJ-00000001 through HPE-DOJ-01247328. A complete index of all document productions, organized by custodian and production date, is attached hereto as Enclosure A.

Document productions were made on a rolling basis beginning on May 28, 2025, with the final production tranche submitted concurrently with this certification letter on June 27, 2025.

C. Interrogatory Responses

HPE Fund IV has prepared and is submitting herewith detailed narrative responses to each interrogatory specification contained in the Second Request. The complete set of interrogatory responses is attached hereto as Enclosure B.

The interrogatory responses address, among other topics, the following subject areas as specified in the Second Request:

• HPE Fund IV's investment thesis for the VeloPay acquisition, including the strategic rationale, financial projections, and expected synergies and value creation opportunities identified by the deal team;

• HPE Fund IV's analysis of the competitive landscape for payments processing and merchant acquiring services in the United States, including the identification of competitors, market participants, barriers to entry, and competitive dynamics;

• HPE Fund IV's prior relevant platform investments in the payments and financial infrastructure sectors, including detailed descriptions of three (3) prior platform investments: (i) ClearBridge Payment Solutions LLC (acquired in 2019 by Harrowgate Private Equity Fund III LP; subsequently divested in 2022), (ii) FinStack Technologies, Inc. (acquired in 2021 by Harrowgate Private Equity Fund III LP; currently held), and (iii) NovaPay Holdings Corp. (acquired in 2023 by HPE Fund IV; currently held);

• The anticipated competitive effects of the Proposed Transaction on the payments processing and merchant acquiring markets, including HPE Fund IV's assessment of whether the Transaction will result in any reduction in competition, increase in concentration, or potential for coordinated effects in any relevant market;

• HPE Fund IV's plans for VeloPay following the consummation of the Transaction, including any planned changes to VeloPay's products, pricing, service offerings, personnel, or competitive strategy; and

• Other matters specified in the Second Request, including HPE Fund IV's organizational structure, ownership, management, and affiliations.

D. Data Productions

In addition to the document and interrogatory productions described above, HPE Fund IV has produced structured data and analytical materials responsive to the data specifications contained in the Second Request. A complete index of all data productions is attached hereto as Enclosure D.

The data productions include, without limitation, the following categories of structured data:

• Transactional data reflecting HPE Fund IV's and its affiliates' historical and current business activities in the payments processing and financial technology sectors, including data relating to portfolio company operations, pricing, customer contracts, and market share;

• Financial data, including HPE Fund IV's internal financial models, valuation analyses, and pro forma financial projections prepared in connection with the evaluation of the VeloPay acquisition;

• Market analyses and competitive intelligence materials, including industry reports, market sizing analyses, and competitive benchmarking studies prepared by or at the direction of HPE Fund IV's deal team or sourced from Pendleton Hawkes & Co. in its capacity as financial advisor to HPE Fund IV;

• Data regarding HPE Fund IV's existing portfolio companies in the financial technology and payments sectors, including financial performance data, customer overlap analyses, and product and service descriptions for ClearBridge Payment Solutions LLC (divested), FinStack Technologies, Inc., and NovaPay Holdings Corp.

All data productions were prepared and delivered in the electronic formats specified by the Division's staff, including delimited text files, Excel workbooks, and, where applicable, database extracts with accompanying data dictionaries and field-level descriptions.

V. Certification of Substantial Compliance

Based on the foregoing, and on behalf of Harrowgate Private Equity Fund IV LP, Calderwood & Harkness LLP hereby certifies that, as of June 27, 2025, HPE Fund IV has substantially complied with the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, in connection with HSR Transaction Number 25-0198374.

Specifically, HPE Fund IV certifies as follows:

(a) HPE Fund IV has conducted a diligent and thorough search for all documents and information responsive to each specification of the Second Request, utilizing the custodians, document repositories, search terms, and collection methodologies negotiated and agreed upon with the Division's staff.

(b) HPE Fund IV has produced to the Division all non-privileged documents responsive to the Second Request from all identified custodians and non-custodial sources. The production consists of approximately 118,500 documents, comprising approximately 1,247,000 pages, bearing Bates numbers HPE-DOJ-00000001 through HPE-DOJ-01247328.

(c) HPE Fund IV has provided complete narrative responses to all interrogatory specifications contained in the Second Request. These responses are submitted herewith as Enclosure B.

(d) HPE Fund IV has produced all responsive structured data in the formats specified by the Division's staff, as described in Section IV.D above and indexed in Enclosure D.

(e) A privilege log identifying all documents and communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, or other applicable privilege has been prepared and produced to the Division. The privilege log is submitted herewith as Enclosure C.

HPE Fund IV acknowledges that its obligation to comply with the Second Request is a continuing one. Accordingly, HPE Fund IV will continue to supplement its production with any additional responsive documents or information that are identified after the date of this certification, as required by applicable law and the terms of the Second Request. HPE Fund IV has implemented procedures to ensure that any such supplemental materials are identified and produced promptly.

This certification is made in good faith and is based on a reasonable and diligent inquiry into the facts and circumstances relevant to HPE Fund IV's compliance with the Second Request. Calderwood & Harkness has supervised the compliance process and is satisfied that HPE Fund IV has undertaken all steps reasonably necessary to identify, collect, review, and produce all responsive, non-privileged materials.

VI. Privilege Log

A privilege log has been prepared and is submitted herewith as Enclosure C, identifying all documents and communications that have been withheld from production on the basis of the attorney-client privilege, the work product doctrine, or other applicable privileges and protections.

The privilege log contains individual entries for each document or communication withheld from production. Each entry provides the following information:

• The date of the document or communication;

• The author or sender of the document or communication;

• All recipients (including "To," "CC," and "BCC" recipients, where applicable);

• A description of the subject matter of the document or communication sufficient to enable an assessment of the privilege claim, without disclosing the privileged content;

• The specific privilege or protection asserted as the basis for withholding (i.e., attorney-client privilege, work product doctrine, joint defense / common interest privilege, or a combination thereof).

The privilege log contains a total of 3,218 entries. The privilege assertions primarily cover communications between HPE Fund IV personnel (including employees and officers of Harrowgate Capital Management IV LLC) and attorneys at Calderwood & Harkness LLP in their capacity as counsel to HPE Fund IV in connection with the Transaction and the Second Request compliance process. In addition, certain entries reflect communications subject to the joint defense privilege or common interest doctrine, to the extent that such communications were made in furtherance of a common legal interest shared by HPE Fund IV and other parties in connection with the Transaction.

HPE Fund IV has endeavored to assert privilege claims narrowly and in good faith. Where a document contained both privileged and non-privileged content that could be reasonably separated, HPE Fund IV redacted the privileged portions and produced the remainder of the document, with redactions clearly identified.

VII. Reservation of Rights

HPE Fund IV expressly reserves all rights and privileges with respect to the documents, information, data, and other materials produced in connection with the Second Request, including but not limited to the following:

(a) HPE Fund IV reserves the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection recognized under federal or state law with respect to all documents and communications, whether produced, withheld, or inadvertently disclosed.

(b) The production of any document or information to the Division is not intended to waive, and shall not be deemed to constitute a waiver of, any applicable privilege, protection, or immunity, whether or not such privilege, protection, or immunity has been expressly asserted. In the event that any document or information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection has been inadvertently produced, HPE Fund IV reserves the right to assert the applicable privilege or protection and to demand the return or destruction of such document or information, in accordance with Federal Rule of Evidence 502(b) and any applicable protective order or agreement.

(c) HPE Fund IV reserves the right to supplement, correct, or amend its responses, productions, and this certification as appropriate, including in response to newly identified documents or information, changes in circumstances, or requests from the Division's staff.

(d) Nothing in this certification, the accompanying document productions, the interrogatory responses, the data productions, or any other submission made by HPE Fund IV in connection with the Second Request constitutes an admission of any fact, conclusion of law, theory of liability, or characterization of any market, product, or competitive condition by HPE Fund IV, Harrowgate Capital Management IV LLC, or any of their affiliates.

VIII. Confidentiality

HPE Fund IV respectfully requests that all documents, information, data, and other materials produced pursuant to the Second Request be treated as confidential in accordance with the Antitrust Division's standard confidentiality procedures, any applicable protective order entered by a court of competent jurisdiction, and any confidentiality agreement or arrangement entered into between the Division and HPE Fund IV or its counsel.

The documents and materials produced in connection with the Second Request contain highly sensitive and competitively valuable business information, including trade secrets, proprietary financial data, internal strategic analyses, investment theses, due diligence materials, financial projections, customer data, pricing information, and other confidential business information of HPE Fund IV, Harrowgate Capital Management IV LLC, their affiliates, and their portfolio companies. Disclosure of such information outside of the Division's investigation could cause significant competitive harm to HPE Fund IV and its affiliates and could prejudice the commercial interests of third parties whose information is contained in the produced materials.

HPE Fund IV further requests that, to the extent any produced documents or information are shared with any third parties (including, without limitation, state attorneys general, foreign competition authorities, or outside consultants or experts retained by the Division), such sharing be conducted pursuant to appropriate confidentiality safeguards to prevent unauthorized disclosure.

IX. Request for Prompt Clearance

HPE Fund IV respectfully requests that the Antitrust Division complete its review of the Proposed Transaction as expeditiously as practicable following this certification of substantial compliance. HPE Fund IV has cooperated fully and in good faith with the Division's investigation, and it is HPE Fund IV's submission that the materials produced in connection with the Second Request demonstrate that the Proposed Transaction does not raise competitive concerns warranting further investigation or enforcement action.

As the Division is aware, the thirty (30)-day waiting period under 15 U.S.C. § 18a(e)(2) begins to run upon the date of substantial compliance by both HPE Fund IV and VeloPay with their respective Second Requests. We understand that VeloPay's certification of substantial compliance is being submitted concurrently with this letter by Fielding McGrath LLP on behalf of VeloPay. Accordingly, assuming the Division concurs that both parties have substantially complied, the statutory waiting period would expire on or about July 27, 2025, unless earlier terminated by the Division.

The Merger Agreement contemplates that the closing of the Transaction will occur promptly following the receipt of all required regulatory clearances, including the expiration or early termination of the HSR Act waiting period. The parties have satisfied, or expect to satisfy prior to the anticipated closing date, all other material conditions to closing set forth in the Merger Agreement, including VeloPay stockholder approval (which is expected to be obtained at a special meeting of stockholders scheduled for on or about July 22, 2025).

We also note for the Division's reference that other regulatory approvals required in connection with the Transaction are proceeding in parallel and, in certain cases, have already been obtained:

• Investment Canada Act: HPE Fund IV filed a notification under Part IV of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.), on May 1, 2025, in connection with VeloPay's Canadian subsidiary operations. The Investment Review Division of Innovation, Science and Economic Development Canada confirmed clearance of the notification on June 3, 2025.

• State Money Transmitter Change-of-Control Filings: VeloPay holds money transmitter licenses in 31 states and the District of Columbia. Change-of-control applications or notifications have been filed in each such jurisdiction. As of the date of this letter, approvals have been received from 18 states, and the remaining applications are pending and expected to be resolved prior to closing.

HPE Fund IV and its counsel remain available to meet with the Division's staff at any time to discuss the Transaction, the materials produced, or any other matters relevant to the Division's investigation. We are committed to continued cooperation with the Division and to facilitating the prompt resolution of this matter.

X. Contact Information

All communications regarding this certification, the Second Request compliance, or the Division's investigation of the Proposed Transaction should be directed to:

Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 554-8247

Email: howard.bellamy@calderwoodharkness.com

With copies to:

Sandra Tung Responsible Partner, M&A Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 554-8103

Email: sandra.tung@calderwoodharkness.com

In addition, HPE Fund IV's antitrust contacts at Harrowgate Capital Management IV LLC are as follows:

Priya Deshmukh Managing Partner, Fund IV Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801 Telephone: (302) 658-4400

Email: pdeshmukh@harrowgatecapital.com

Thomas Eriksen Partner, Head of Financial Technology Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801 Telephone: (302) 658-4425

Email: teriksen@harrowgatecapital.com

We appreciate the professionalism and diligence of the Division's staff throughout this process. HPE Fund IV remains committed to full and continued cooperation with the Division and respectfully requests that this matter be resolved at the earliest practicable date.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Specialist Partner, Antitrust & Competition

On behalf of Harrowgate Private Equity Fund IV LP

Dated: June 27, 2025

XII. Enclosures

The following enclosures are submitted herewith in connection with this Certification of Substantial Compliance:

Enclosure A: Index of Document Productions

Complete index of all document productions made by HPE Fund IV to the Antitrust Division, organized by production date and custodian, including Bates number ranges (HPE-DOJ-00000001 through HPE-DOJ-01247328) and custodian identification for each production tranche.

Enclosure B: Narrative Interrogatory Responses

Complete narrative responses to each interrogatory specification contained in the Second Request, together with supporting exhibits and appendices referenced therein.

Enclosure C: Privilege Log

Privilege log identifying all documents and communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, the joint defense / common interest privilege, or other applicable privilege or protection (3,218 entries).

Enclosure D: Index of Data Productions

Complete index of all structured data productions made by HPE Fund IV to the Antitrust Division, including descriptions of each data set, file formats, and accompanying data dictionaries.

XIII. CC Distribution

cc: Sandra Tung, Calderwood & Harkness LLP

Priya Deshmukh, Harrowgate Capital Management IV LLC

Thomas Eriksen, Harrowgate Capital Management IV LLC

Amara Osei, Fielding McGrath LLP (counsel to VeloPay Systems, Inc. for antitrust and regulatory matters)

Rebecca Thornton-Hayes, Whitford Jessup & Crane LLP (counsel to VeloPay Systems, Inc.)

CONFIDENTIAL — This letter and its enclosures contain information that is confidential, proprietary, and subject to the attorney-client privilege and the work product doctrine. This letter is submitted to the Antitrust Division of the United States Department of Justice solely in connection with the Division's review of HSR Transaction Number 25-0198374 and is not intended for any other purpose or recipient.

CONFIDENTIAL TREATMENT REQUESTED — PURSUANT TO 5 U.S.C. § 552(b)(4) AND 15 U.S.C. § 18a(h)
CALDERWOOD & HARKNESS LLP Attorneys at Law
787 Seventh Avenue, 38th Floor New York, New York 10019
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
June 27, 2025
By Hand Delivery and Electronic Submission
Antitrust Division United States Department of Justice 950 Pennsylvania Avenue NW Washington, D.C. 20530
Attention: The staff attorneys and economists assigned to the investigation of HSR Transaction Number 25-0198374
Re: Certification of Substantial Compliance with Second Request Issued May 8, 2025, in Connection with the Proposed Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP — HSR Transaction Number 25-0198374
Dear Sir or Madam:
I. Introduction and Purpose of Letter
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") serves as outside legal counsel to Harrowgate Private Equity Fund IV LP ("HPE Fund IV"), a Delaware limited partnership, in connection with HPE Fund IV's proposed acquisition (the "Proposed Transaction" or the "Transaction") of VeloPay Systems, Inc. ("VeloPay"), a Delaware corporation. This letter is submitted on behalf of HPE Fund IV and constitutes HPE Fund IV's formal certification of substantial compliance with the Request for Additional Information and Documentary Material (the "Second Request") issued by the Antitrust Division of the United States Department of Justice (the "Antitrust Division" or the "Division") on May 8, 2025, pursuant to Section 7A(e) of the Clayton Act, 15 U.S.C. § 18a(e), and the implementing regulations set forth at 16 C.F.R. § 803.20.
The Second Request was issued in connection with the HSR Premerger Notification Filing submitted by HPE Fund IV on April 2, 2025, and assigned HSR Transaction Number 25-0198374 (the "HSR Filing"). This certification is accompanied by the final tranche of HPE Fund IV's document production, narrative interrogatory responses, data productions, and a privilege log, all of which are described in greater detail below and identified in the enclosures appended hereto.
The Calderwood & Harkness engagement team responsible for antitrust and competition matters in connection with the Transaction is led by Howard Bellamy, Specialist Partner, Antitrust & Competition, who serves as the responsible attorney for all Second Request compliance and antitrust regulatory matters. Sandra Tung, Responsible Partner, M&A, leads the Firm's overall transaction engagement for HPE Fund IV and has supervised the transactional aspects of the Second Request compliance process. Both Mr. Bellamy and Ms. Tung are available to address any questions the staff may have regarding this certification or the accompanying submissions.
We note for the record that VeloPay has been separately represented by Fielding McGrath LLP in connection with antitrust and regulatory matters arising from the Transaction. Amara Osei, a partner at Fielding McGrath LLP, serves as lead counsel to VeloPay for such purposes. We understand that VeloPay's own certification of substantial compliance with the Second Request issued to it by the Antitrust Division is being submitted concurrently by Fielding McGrath LLP. VeloPay has also been represented by Whitford Jessup & Crane LLP as its primary corporate counsel in the Transaction. This letter is submitted solely on behalf of HPE Fund IV and does not purport to address VeloPay's compliance with the Second Request directed to VeloPay.
II. Transaction Overview
HPE Fund IV proposes to acquire all of the outstanding equity interests of VeloPay for aggregate merger consideration of approximately One Billion Nine Hundred Million Dollars ($1,900,000,000) (the "Merger Consideration"), structured as a reverse triangular merger pursuant to Section 251 of the Delaware General Corporation Law ("DGCL"). Pursuant to the terms of the Transaction, Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a Delaware corporation and newly formed wholly-owned acquisition subsidiary of HPE Fund IV organized solely for the purpose of consummating the Transaction, will merge with and into VeloPay, with VeloPay surviving the merger as a wholly-owned subsidiary of HPE Fund IV (the "Merger"). Upon the effective time of the Merger, Merger Sub will cease to exist as a separate corporate entity, and each share of VeloPay common stock outstanding immediately prior to the effective time (other than shares held by VeloPay as treasury stock, shares held by HPE Fund IV or Merger Sub, and shares as to which appraisal rights have been properly perfected and not withdrawn) will be converted into the right to receive the per-share Merger Consideration.
The Agreement and Plan of Merger (the "Merger Agreement") governing the Transaction was executed on March 18, 2025, by and among HPE Fund IV, Merger Sub, and VeloPay. The Merger Agreement was unanimously approved by the Board of Directors of VeloPay and has been recommended to VeloPay's stockholders for adoption at a special meeting of stockholders that is expected to be held on or about July 22, 2025.
The per-share Merger Consideration is $20.00 per share on a fully diluted, as-converted basis, based on approximately 95,000,000 fully diluted shares of VeloPay common stock, including shares issuable upon the exercise, vesting, or conversion of all outstanding stock options, restricted stock units, and other convertible or exercisable equity awards.
The sources of the Merger Consideration are as follows:
• Equity Contribution: HPE Fund IV will fund an equity contribution of $1,140,000,000, representing approximately 60% of the aggregate Merger Consideration, from committed capital of the fund.
• Senior Secured Term Loan: A $500,000,000 senior secured first lien term loan facility (the "Term Loan Facility") has been arranged by Tralvendo National Bank, acting as lead arranger and administrative agent. Commitment letters for the Term Loan Facility were executed on March 15, 2025, and remain in full force and effect.
• Senior Secured Revolving Credit Facility: A $260,000,000 senior secured first lien revolving credit facility (the "Revolving Credit Facility") has been arranged by Prairie State Bank, N.A., acting as lead arranger and administrative agent. The Revolving Credit Facility will be available for working capital and general corporate purposes of VeloPay following the closing of the Transaction.
The combined equity and debt capitalization provides for a total enterprise value of approximately $1,900,000,000, with an implied leverage ratio of approximately 4.0x VeloPay's trailing twelve-month Adjusted EBITDA as of December 31, 2024.
HPE Fund IV. HPE Fund IV is a Delaware limited partnership with its principal office located at 300 King Street, Suite 4200, Wilmington, Delaware 19801. Its general partner is Harrowgate Capital Management IV LLC, a Delaware limited liability company. HPE Fund IV is a vintage 2022 private equity fund with total committed capital of approximately $6.8 billion. The fund's investment strategy is focused on growth equity and leveraged buyout investments in the financial services technology, infrastructure software, and data analytics sectors. HPE Fund IV is managed by the Harrowgate Capital Management platform, which was founded in 2008 and has managed five successive investment funds with aggregate committed capital exceeding $22 billion.
VeloPay. VeloPay is a Delaware corporation headquartered at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759. VeloPay operates a cloud-native payments processing and merchant acquiring platform that serves mid-market and enterprise customers across a range of industries, including e-commerce, retail, software-as-a-service, and financial services. VeloPay processes approximately $87 billion in annualized gross payment volume across a network of more than 14,000 merchants and merchant relationships. VeloPay's technology platform provides integrated payment gateway services, payment facilitation, fraud detection and risk management, and data analytics and reporting tools to its merchant customers.
For VeloPay's fiscal year ended December 31, 2024, VeloPay reported audited revenue of $412.3 million and Adjusted EBITDA (as defined in VeloPay's audited financial statements) of $98.1 million, reflecting Adjusted EBITDA margins of approximately 23.8%.
Pendleton Hawkes & Co. is serving as exclusive financial advisor to HPE Fund IV in connection with the Transaction. David Constantinou, Lead Managing Director, Pendleton Hawkes & Co., leads the advisory engagement and has been actively involved in supporting HPE Fund IV's Second Request compliance, including with respect to the preparation and production of structured financial data and market analyses.
III. Procedural History
The relevant procedural history of this matter is summarized as follows:
April 2, 2025: HPE Fund IV submitted its HSR Premerger Notification Form to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, as required by Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing rules set forth at 16 C.F.R. Parts 801–803. The filing was assigned HSR Transaction Number 25-0198374. VeloPay concurrently submitted its own HSR Premerger Notification Form for the Transaction.
April 2 – May 7, 2025: The initial 30-day waiting period under the HSR Act commenced upon the filing of the notification forms. During this period, HPE Fund IV, through Calderwood & Harkness, made itself available to the Division's staff to respond to any preliminary questions regarding the Transaction and the competitive landscape for payments processing and merchant acquiring services.
May 8, 2025: Prior to the expiration of the initial waiting period, the Antitrust Division issued a Second Request to HPE Fund IV, requesting additional information and documentary material pursuant to 15 U.S.C. § 18a(e) and 16 C.F.R. § 803.20. A separate Second Request was concurrently issued to VeloPay. The issuance of the Second Request extended the waiting period under the HSR Act, which, pursuant to 15 U.S.C. § 18a(e)(2), will not expire until thirty (30) days after the date of substantial compliance by both HPE Fund IV and VeloPay with their respective Second Requests (or such earlier date as the Division may permit).
May 8 – June 27, 2025: Following receipt of the Second Request, HPE Fund IV, through Calderwood & Harkness and specifically through Howard Bellamy and his team, promptly and proactively engaged in extensive discussions with the Division's staff attorneys and economists assigned to this investigation to clarify the scope of the Second Request and to negotiate and agree upon the specific terms and parameters of HPE Fund IV's compliance. These discussions were conducted in a spirit of full cooperation and transparency, consistent with HPE Fund IV's commitment to facilitating the Division's thorough review of the Proposed Transaction.
The cooperation undertaken by HPE Fund IV during this period included, but was not limited to, the following:
Custodian Identification and Negotiation. HPE Fund IV, with the assistance of Calderwood & Harkness, undertook a comprehensive process to identify all individuals likely to possess documents and information responsive to the Second Request. The resulting list of custodians was presented to the Division's staff, and the parties engaged in a collaborative process to finalize a mutually agreed-upon custodian list. The final custodian list, as discussed in Section IV below, reflects the custodians agreed upon between HPE Fund IV and the Division.
Search Term Negotiation. Calderwood & Harkness developed an initial set of proposed search terms and Boolean search queries designed to identify electronically stored information responsive to the specifications of the Second Request. These proposed search terms were shared with the Division's staff, and the parties engaged in multiple rounds of iterative negotiation, resulting in a final set of agreed-upon search terms that were applied across all custodial and non-custodial data sources.
De-Duplication Methodology. HPE Fund IV and the Division agreed upon a de-duplication methodology to eliminate redundant copies of documents within and across custodian collections, thereby reducing the volume of materials requiring review while ensuring that all unique responsive documents were captured and produced.
Identification of Relevant Document Repositories. In addition to the custodial email and document collections, HPE Fund IV identified and collected documents from shared network drives, cloud-based document repositories, internal deal management platforms, and other electronic systems maintained by Harrowgate Capital Management IV LLC that contained documents potentially responsive to the Second Request.
Throughout this process, HPE Fund IV has maintained parallel awareness of VeloPay's compliance efforts through appropriate channels. VeloPay, through its counsel Amara Osei of Fielding McGrath LLP, has separately engaged with the Division's staff regarding VeloPay's own compliance with the Second Request issued to it. As noted above, we understand that VeloPay's certification of substantial compliance is being submitted concurrently with this letter.
IV. Scope of Document Collection and Production
A. Custodians. HPE Fund IV, in consultation with Calderwood & Harkness and pursuant to negotiations with the Division's staff, identified and collected documents from the following primary custodians at Harrowgate Capital Management IV LLC:
1. Richard Harrowgate — Founder & Chairman, Harrowgate Capital Management IV LLC. Mr. Harrowgate is the founder of the Harrowgate Capital Management platform and serves as Chairman of the general partner entity for HPE Fund IV. His custodial file was included based on his involvement in the strategic oversight and approval of the Transaction.
2. Priya Deshmukh — Managing Partner, HPE Fund IV. Ms. Deshmukh is the senior investment professional with day-to-day management responsibility for HPE Fund IV and was the lead decision-maker on the origination, evaluation, and approval of the VeloPay acquisition.
3. Thomas Eriksen — Partner, Head of Financial Technology. Mr. Eriksen led the deal team responsible for sourcing, diligencing, and structuring the VeloPay transaction. His custodial file was among the largest collections and included extensive materials related to the competitive analysis of the payments processing and merchant acquiring markets.
4. Additional Custodians. In addition to the three individuals identified above, HPE Fund IV collected documents from nine (9) additional investment professionals and support staff members at Harrowgate Capital Management IV LLC whose roles involved meaningful participation in the evaluation, diligence, or execution of the Transaction. These additional custodians included members of the deal team, the operations and portfolio management group, and certain members of the fund's investment committee. The identity of each additional custodian was disclosed to and agreed upon with the Division's staff.
In total, documents were collected from twelve (12) custodians. The complete custodian list was negotiated and mutually agreed upon between Calderwood & Harkness, on behalf of HPE Fund IV, and the Division's staff during the period from May 12, 2025 through May 19, 2025. The Division did not request that any additional custodians be added to the list beyond those proposed and agreed upon during this period.
B. Document Collection and Review
Calderwood & Harkness, with the assistance of a leading electronic discovery vendor retained for this engagement, undertook a comprehensive and systematic document collection, review, and production process. The key elements of this process are described below.
Collection Methodology. Documents were collected from the following sources for each identified custodian and, where applicable, from non-custodial repositories:
• Hollowell Systems email accounts and associated email archives maintained on Harrowgate Capital Management IV LLC's enterprise email system;
• Northgate Data Systems and Meridian Solutions messaging platforms used by the deal team and investment professionals;
• Shared network drives and departmental file shares maintained on Harrowgate Capital Management IV LLC's internal servers;
• Cloud-based document repositories, including files stored on Aldermere Systems, box, and Hollowell Health IT;
• Harrowgate Capital Management IV LLC's internal deal management and pipeline tracking platform (known internally as "DealView");
• Personal devices (mobile phones and tablets) of custodians, to the extent that such devices contained responsive business communications not otherwise captured through the enterprise systems described above.
All collections were performed using forensically sound methodologies to ensure the completeness and integrity of the collected data. Metadata associated with all collected documents was preserved throughout the collection, processing, and review workflow.
Application of Search Terms. The agreed-upon search terms and Boolean search queries were applied across all collected electronic document populations. Documents that were identified as potentially responsive through the application of search terms were advanced to the substantive review phase.
Privilege Review Protocol. All documents identified as potentially responsive to the Second Request underwent a multi-tiered review for privilege. Documents were reviewed for the attorney-client privilege, the work product doctrine, and, where applicable, the joint defense privilege and common interest doctrine. The privilege review was conducted by experienced attorneys at Calderwood & Harkness under the supervision of Howard Bellamy and his team. Documents determined to be protected by applicable privilege were withheld from production and logged on the privilege log described in Section VI below.
Volume Metrics. The scope of HPE Fund IV's document collection, review, and production is summarized as follows:
• Documents Collected: Approximately 347,000 documents (including email messages, attachments, electronic files, and messaging platform communications) were collected from the custodians and repositories identified above.
• Documents Reviewed: Following the application of agreed-upon search terms and de-duplication (both within and across custodian collections), approximately 142,000 unique documents were identified as potentially responsive and were advanced to the substantive review phase.
• Documents Produced: Approximately 118,500 documents, comprising approximately 1,247,000 pages, were produced to the Division. Documents were produced in the format and with the load file specifications agreed upon with the Division's staff, including searchable text, native files (where appropriate), and associated metadata.
• Bates Number Range: Produced documents bear Bates numbers HPE-DOJ-00000001 through HPE-DOJ-01247328. A complete index of all document productions, organized by custodian and production date, is attached hereto as Enclosure A.
Document productions were made on a rolling basis beginning on May 28, 2025, with the final production tranche submitted concurrently with this certification letter on June 27, 2025.
C. Interrogatory Responses
HPE Fund IV has prepared and is submitting herewith detailed narrative responses to each interrogatory specification contained in the Second Request. The complete set of interrogatory responses is attached hereto as Enclosure B.
The interrogatory responses address, among other topics, the following subject areas as specified in the Second Request:
• HPE Fund IV's investment thesis for the VeloPay acquisition, including the strategic rationale, financial projections, and expected synergies and value creation opportunities identified by the deal team;
• HPE Fund IV's analysis of the competitive landscape for payments processing and merchant acquiring services in the United States, including the identification of competitors, market participants, barriers to entry, and competitive dynamics;
• HPE Fund IV's prior relevant platform investments in the payments and financial infrastructure sectors, including detailed descriptions of three (3) prior platform investments: (i) ClearBridge Payment Solutions LLC (acquired in 2019 by Harrowgate Private Equity Fund III LP; subsequently divested in 2022), (ii) FinStack Technologies, Inc. (acquired in 2021 by Harrowgate Private Equity Fund III LP; currently held), and (iii) NovaPay Holdings Corp. (acquired in 2023 by HPE Fund IV; currently held);
• The anticipated competitive effects of the Proposed Transaction on the payments processing and merchant acquiring markets, including HPE Fund IV's assessment of whether the Transaction will result in any reduction in competition, increase in concentration, or potential for coordinated effects in any relevant market;
• HPE Fund IV's plans for VeloPay following the consummation of the Transaction, including any planned changes to VeloPay's products, pricing, service offerings, personnel, or competitive strategy; and
• Other matters specified in the Second Request, including HPE Fund IV's organizational structure, ownership, management, and affiliations.
D. Data Productions
In addition to the document and interrogatory productions described above, HPE Fund IV has produced structured data and analytical materials responsive to the data specifications contained in the Second Request. A complete index of all data productions is attached hereto as Enclosure D.
The data productions include, without limitation, the following categories of structured data:
• Transactional data reflecting HPE Fund IV's and its affiliates' historical and current business activities in the payments processing and financial technology sectors, including data relating to portfolio company operations, pricing, customer contracts, and market share;
• Financial data, including HPE Fund IV's internal financial models, valuation analyses, and pro forma financial projections prepared in connection with the evaluation of the VeloPay acquisition;
• Market analyses and competitive intelligence materials, including industry reports, market sizing analyses, and competitive benchmarking studies prepared by or at the direction of HPE Fund IV's deal team or sourced from Pendleton Hawkes & Co. in its capacity as financial advisor to HPE Fund IV;
• Data regarding HPE Fund IV's existing portfolio companies in the financial technology and payments sectors, including financial performance data, customer overlap analyses, and product and service descriptions for ClearBridge Payment Solutions LLC (divested), FinStack Technologies, Inc., and NovaPay Holdings Corp.
All data productions were prepared and delivered in the electronic formats specified by the Division's staff, including delimited text files, Excel workbooks, and, where applicable, database extracts with accompanying data dictionaries and field-level descriptions.
V. Certification of Substantial Compliance
Based on the foregoing, and on behalf of Harrowgate Private Equity Fund IV LP, Calderwood & Harkness LLP hereby certifies that, as of June 27, 2025, HPE Fund IV has substantially complied with the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, in connection with HSR Transaction Number 25-0198374.
Specifically, HPE Fund IV certifies as follows:
(a) HPE Fund IV has conducted a diligent and thorough search for all documents and information responsive to each specification of the Second Request, utilizing the custodians, document repositories, search terms, and collection methodologies negotiated and agreed upon with the Division's staff.
(b) HPE Fund IV has produced to the Division all non-privileged documents responsive to the Second Request from all identified custodians and non-custodial sources. The production consists of approximately 118,500 documents, comprising approximately 1,247,000 pages, bearing Bates numbers HPE-DOJ-00000001 through HPE-DOJ-01247328.
(c) HPE Fund IV has provided complete narrative responses to all interrogatory specifications contained in the Second Request. These responses are submitted herewith as Enclosure B.
(d) HPE Fund IV has produced all responsive structured data in the formats specified by the Division's staff, as described in Section IV.D above and indexed in Enclosure D.
(e) A privilege log identifying all documents and communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, or other applicable privilege has been prepared and produced to the Division. The privilege log is submitted herewith as Enclosure C.
HPE Fund IV acknowledges that its obligation to comply with the Second Request is a continuing one. Accordingly, HPE Fund IV will continue to supplement its production with any additional responsive documents or information that are identified after the date of this certification, as required by applicable law and the terms of the Second Request. HPE Fund IV has implemented procedures to ensure that any such supplemental materials are identified and produced promptly.
This certification is made in good faith and is based on a reasonable and diligent inquiry into the facts and circumstances relevant to HPE Fund IV's compliance with the Second Request. Calderwood & Harkness has supervised the compliance process and is satisfied that HPE Fund IV has undertaken all steps reasonably necessary to identify, collect, review, and produce all responsive, non-privileged materials.
VI. Privilege Log
A privilege log has been prepared and is submitted herewith as Enclosure C, identifying all documents and communications that have been withheld from production on the basis of the attorney-client privilege, the work product doctrine, or other applicable privileges and protections.
The privilege log contains individual entries for each document or communication withheld from production. Each entry provides the following information:
• The date of the document or communication;
• The author or sender of the document or communication;
• All recipients (including "To," "CC," and "BCC" recipients, where applicable);
• A description of the subject matter of the document or communication sufficient to enable an assessment of the privilege claim, without disclosing the privileged content;
• The specific privilege or protection asserted as the basis for withholding (i.e., attorney-client privilege, work product doctrine, joint defense / common interest privilege, or a combination thereof).
The privilege log contains a total of 3,218 entries. The privilege assertions primarily cover communications between HPE Fund IV personnel (including employees and officers of Harrowgate Capital Management IV LLC) and attorneys at Calderwood & Harkness LLP in their capacity as counsel to HPE Fund IV in connection with the Transaction and the Second Request compliance process. In addition, certain entries reflect communications subject to the joint defense privilege or common interest doctrine, to the extent that such communications were made in furtherance of a common legal interest shared by HPE Fund IV and other parties in connection with the Transaction.
HPE Fund IV has endeavored to assert privilege claims narrowly and in good faith. Where a document contained both privileged and non-privileged content that could be reasonably separated, HPE Fund IV redacted the privileged portions and produced the remainder of the document, with redactions clearly identified.
VII. Reservation of Rights
HPE Fund IV expressly reserves all rights and privileges with respect to the documents, information, data, and other materials produced in connection with the Second Request, including but not limited to the following:
(a) HPE Fund IV reserves the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection recognized under federal or state law with respect to all documents and communications, whether produced, withheld, or inadvertently disclosed.
(b) The production of any document or information to the Division is not intended to waive, and shall not be deemed to constitute a waiver of, any applicable privilege, protection, or immunity, whether or not such privilege, protection, or immunity has been expressly asserted. In the event that any document or information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection has been inadvertently produced, HPE Fund IV reserves the right to assert the applicable privilege or protection and to demand the return or destruction of such document or information, in accordance with Federal Rule of Evidence 502(b) and any applicable protective order or agreement.
(c) HPE Fund IV reserves the right to supplement, correct, or amend its responses, productions, and this certification as appropriate, including in response to newly identified documents or information, changes in circumstances, or requests from the Division's staff.
(d) Nothing in this certification, the accompanying document productions, the interrogatory responses, the data productions, or any other submission made by HPE Fund IV in connection with the Second Request constitutes an admission of any fact, conclusion of law, theory of liability, or characterization of any market, product, or competitive condition by HPE Fund IV, Harrowgate Capital Management IV LLC, or any of their affiliates.
VIII. Confidentiality
HPE Fund IV respectfully requests that all documents, information, data, and other materials produced pursuant to the Second Request be treated as confidential in accordance with the Antitrust Division's standard confidentiality procedures, any applicable protective order entered by a court of competent jurisdiction, and any confidentiality agreement or arrangement entered into between the Division and HPE Fund IV or its counsel.
The documents and materials produced in connection with the Second Request contain highly sensitive and competitively valuable business information, including trade secrets, proprietary financial data, internal strategic analyses, investment theses, due diligence materials, financial projections, customer data, pricing information, and other confidential business information of HPE Fund IV, Harrowgate Capital Management IV LLC, their affiliates, and their portfolio companies. Disclosure of such information outside of the Division's investigation could cause significant competitive harm to HPE Fund IV and its affiliates and could prejudice the commercial interests of third parties whose information is contained in the produced materials.
HPE Fund IV further requests that, to the extent any produced documents or information are shared with any third parties (including, without limitation, state attorneys general, foreign competition authorities, or outside consultants or experts retained by the Division), such sharing be conducted pursuant to appropriate confidentiality safeguards to prevent unauthorized disclosure.
IX. Request for Prompt Clearance
HPE Fund IV respectfully requests that the Antitrust Division complete its review of the Proposed Transaction as expeditiously as practicable following this certification of substantial compliance. HPE Fund IV has cooperated fully and in good faith with the Division's investigation, and it is HPE Fund IV's submission that the materials produced in connection with the Second Request demonstrate that the Proposed Transaction does not raise competitive concerns warranting further investigation or enforcement action.
As the Division is aware, the thirty (30)-day waiting period under 15 U.S.C. § 18a(e)(2) begins to run upon the date of substantial compliance by both HPE Fund IV and VeloPay with their respective Second Requests. We understand that VeloPay's certification of substantial compliance is being submitted concurrently with this letter by Fielding McGrath LLP on behalf of VeloPay. Accordingly, assuming the Division concurs that both parties have substantially complied, the statutory waiting period would expire on or about July 27, 2025, unless earlier terminated by the Division.
The Merger Agreement contemplates that the closing of the Transaction will occur promptly following the receipt of all required regulatory clearances, including the expiration or early termination of the HSR Act waiting period. The parties have satisfied, or expect to satisfy prior to the anticipated closing date, all other material conditions to closing set forth in the Merger Agreement, including VeloPay stockholder approval (which is expected to be obtained at a special meeting of stockholders scheduled for on or about July 22, 2025).
We also note for the Division's reference that other regulatory approvals required in connection with the Transaction are proceeding in parallel and, in certain cases, have already been obtained:
• Investment Canada Act: HPE Fund IV filed a notification under Part IV of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.), on May 1, 2025, in connection with VeloPay's Canadian subsidiary operations. The Investment Review Division of Innovation, Science and Economic Development Canada confirmed clearance of the notification on June 3, 2025.
• State Money Transmitter Change-of-Control Filings: VeloPay holds money transmitter licenses in 31 states and the District of Columbia. Change-of-control applications or notifications have been filed in each such jurisdiction. As of the date of this letter, approvals have been received from 18 states, and the remaining applications are pending and expected to be resolved prior to closing.
HPE Fund IV and its counsel remain available to meet with the Division's staff at any time to discuss the Transaction, the materials produced, or any other matters relevant to the Division's investigation. We are committed to continued cooperation with the Division and to facilitating the prompt resolution of this matter.
X. Contact Information
All communications regarding this certification, the Second Request compliance, or the Division's investigation of the Proposed Transaction should be directed to:
Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 554-8247
Email: howard.bellamy@calderwoodharkness.com
With copies to:
Sandra Tung Responsible Partner, M&A Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 554-8103
Email: sandra.tung@calderwoodharkness.com
In addition, HPE Fund IV's antitrust contacts at Harrowgate Capital Management IV LLC are as follows:
Priya Deshmukh Managing Partner, Fund IV Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801 Telephone: (302) 658-4400
Email: pdeshmukh@harrowgatecapital.com
Thomas Eriksen Partner, Head of Financial Technology Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801 Telephone: (302) 658-4425
Email: teriksen@harrowgatecapital.com
We appreciate the professionalism and diligence of the Division's staff throughout this process. HPE Fund IV remains committed to full and continued cooperation with the Division and respectfully requests that this matter be resolved at the earliest practicable date.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Specialist Partner, Antitrust & Competition
On behalf of Harrowgate Private Equity Fund IV LP
Dated: June 27, 2025
XII. Enclosures
The following enclosures are submitted herewith in connection with this Certification of Substantial Compliance:
Enclosure A: Index of Document Productions
Complete index of all document productions made by HPE Fund IV to the Antitrust Division, organized by production date and custodian, including Bates number ranges (HPE-DOJ-00000001 through HPE-DOJ-01247328) and custodian identification for each production tranche.
Enclosure B: Narrative Interrogatory Responses
Complete narrative responses to each interrogatory specification contained in the Second Request, together with supporting exhibits and appendices referenced therein.
Enclosure C: Privilege Log
Privilege log identifying all documents and communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, the joint defense / common interest privilege, or other applicable privilege or protection (3,218 entries).
Enclosure D: Index of Data Productions
Complete index of all structured data productions made by HPE Fund IV to the Antitrust Division, including descriptions of each data set, file formats, and accompanying data dictionaries.
XIII. CC Distribution
cc: Sandra Tung, Calderwood & Harkness LLP
Priya Deshmukh, Harrowgate Capital Management IV LLC
Thomas Eriksen, Harrowgate Capital Management IV LLC
Amara Osei, Fielding McGrath LLP (counsel to VeloPay Systems, Inc. for antitrust and regulatory matters)
Rebecca Thornton-Hayes, Whitford Jessup & Crane LLP (counsel to VeloPay Systems, Inc.)
CONFIDENTIAL — This letter and its enclosures contain information that is confidential, proprietary, and subject to the attorney-client privilege and the work product doctrine. This letter is submitted to the Antitrust Division of the United States Department of Justice solely in connection with the Division's review of HSR Transaction Number 25-0198374 and is not intended for any other purpose or recipient.

CONFIDENTIAL TREATMENT REQUESTED — PURSUANT TO 5 U.S.C. § 552(b)(4) AND 15 U.S.C. § 18a(h)

CALDERWOOD & HARKNESS LLP

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