CLOSING SIGNATURE PAGES PACKAGE

CLOSING SIGNATURE PAGES PACKAGE
Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP
Aggregate Merger Consideration: $1,900,000,000
Closing Date: July 22, 2025
Prepared by:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Matter Number: 1003-00003
Compiled by:
Megan Chu, Lead Associate Derek Okonkwo, Working Associate
Supervising Partner: Sandra Tung, Responsible Partner, Mergers & Acquisitions
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
This document and the signature pages contained herein are confidential and privileged. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this package in error, please notify Calderwood & Harkness LLP immediately at (212) 558-4000 and destroy all copies.
Right-click to update Table of Contents
SECTION 1: TABLE OF CONTENTS AND INDEX OF SIGNATURE PAGES
1.1 Introduction and Purpose
This Closing Signature Pages Package (this "Package") constitutes the official compilation of all executed signature pages delivered in connection with the closing (the "Closing") of the reverse triangular merger (the "Merger") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation ("Merger Sub"), with and into VeloPay Systems, Inc., a Delaware corporation (the "Company" or "VeloPay"), consummated on July 22, 2025 (the "Closing Date"). In connection with the Merger, VeloPay Systems, Inc. survives as the surviving corporation (the "Surviving Corporation") and a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or "Buyer").
The Merger was effected pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of March 18, 2025, by and among HPE Fund IV, Merger Sub, and the Company (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"). The aggregate merger consideration payable to the stockholders of the Company in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), representing $20.00 per share on a fully diluted basis across 95,000,000 fully diluted shares of Company common stock.
The original executed signature pages for each document referenced herein are maintained in the physical closing binder held by Calderwood & Harkness LLP at its offices in New York, New York. This Package is the compiled reference set assembled for purposes of facilitating review and confirmation by the parties, their respective counsel, and the financing sources. In the event of any discrepancy between a signature page reproduced in this Package and the original executed version maintained in the closing binder, the original shall control.
Each tab in this Package corresponds to a specific closing document and contains all signature pages for that document. The tabs are arranged in the sequential order set forth in Section 1.2 below. Within each tab, individual signature pages are presented in the order in which the signatories appear in the applicable document.
1.2 Master Index of Documents with Signature Pages
The following table sets forth a sequentially numbered listing of each document for which executed signature pages are compiled in this Package, together with the parties to such document, the date of execution, and the number of individual signature pages included:
Total Individual Signature Pages: 45
SECTION 2: TAB 1 — CERTIFICATE OF MERGER
2.1 Document Description
Tab 1 contains the executed signature pages for the Certificate of Merger filed with the Secretary of State of the State of Delaware on July 22, 2025, pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL"). The Certificate of Merger effectuates the merger of Harrowgate Velocity Merger Sub Inc. (Delaware File Number 7291034) with and into VeloPay Systems, Inc. (Delaware File Number 5748392), with VeloPay Systems, Inc. continuing as the surviving corporation. The effective time of the Merger was established upon the filing and acceptance of the Certificate of Merger by the Delaware Secretary of State on July 22, 2025. A file-stamped copy of the Certificate of Merger is maintained in the closing binder.
2.2 Signature Page — VeloPay Systems, Inc.
CERTIFICATE OF MERGER Signature Page — VeloPay Systems, Inc.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed on behalf of VeloPay Systems, Inc., a Delaware corporation, as the Surviving Corporation, as of the date set forth below.
VELOPAY SYSTEMS, INC. (the Surviving Corporation)
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Date: July 22, 2025
2.3 Signature Page — Harrowgate Velocity Merger Sub Inc.
CERTIFICATE OF MERGER Signature Page — Harrowgate Velocity Merger Sub Inc.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed on behalf of Harrowgate Velocity Merger Sub Inc., a Delaware corporation, as of the date set forth below.
HARROWGATE VELOCITY MERGER SUB INC.
By: ________
Name: Priya Deshmukh
Title: President
Date: July 22, 2025
SECTION 3: TAB 2 — AGREEMENT AND PLAN OF MERGER (CLOSING CONFIRMATION)
3.1 Document Description
Tab 2 contains the closing confirmation and reaffirmation signature pages for the Agreement and Plan of Merger, originally executed as of March 18, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of HPE Fund IV, and VeloPay Systems, Inc., a Delaware corporation.
The Merger Agreement provides for the merger of Merger Sub with and into VeloPay, with VeloPay continuing as the Surviving Corporation, in exchange for aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000), representing $20.00 per share on a fully diluted basis across 95,000,000 fully diluted shares of Company common stock.
The Merger Agreement was signed on March 18, 2025. The signature pages set forth in this Tab 2 confirm each party's reaffirmation at the Closing that all conditions precedent to the Closing set forth in Article VII of the Merger Agreement have been satisfied or, where permitted, waived, and that the Closing is being consummated in accordance with the terms and conditions of the Merger Agreement.
3.2 Signature Page — Harrowgate Private Equity Fund IV LP
AGREEMENT AND PLAN OF MERGER Closing Confirmation and Reaffirmation Signature Page — Harrowgate Private Equity Fund IV LP
IN WITNESS WHEREOF, the undersigned hereby confirms and reaffirms, as of the Closing Date, its execution and delivery of the Agreement and Plan of Merger, dated as of March 18, 2025, and confirms that all conditions precedent to the obligations of the undersigned thereunder have been satisfied or waived.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
3.3 Signature Page — Harrowgate Velocity Merger Sub Inc.
AGREEMENT AND PLAN OF MERGER Closing Confirmation and Reaffirmation Signature Page — Harrowgate Velocity Merger Sub Inc.
IN WITNESS WHEREOF, the undersigned hereby confirms and reaffirms, as of the Closing Date, its execution and delivery of the Agreement and Plan of Merger, dated as of March 18, 2025, and confirms that all conditions precedent to the obligations of the undersigned thereunder have been satisfied or waived.
HARROWGATE VELOCITY MERGER SUB INC.
By: ________
Name: Priya Deshmukh
Title: President
Date: July 22, 2025
3.4 Signature Page — VeloPay Systems, Inc.
AGREEMENT AND PLAN OF MERGER Closing Confirmation and Reaffirmation Signature Page — VeloPay Systems, Inc.
IN WITNESS WHEREOF, the undersigned hereby confirms and reaffirms, as of the Closing Date, its execution and delivery of the Agreement and Plan of Merger, dated as of March 18, 2025, and confirms that all conditions precedent to the obligations of the undersigned thereunder have been satisfied or waived.
VELOPAY SYSTEMS, INC.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Date: July 22, 2025
SECTION 4: TAB 3 — ESCROW AGREEMENT
4.1 Document Description
Tab 3 contains the executed signature pages for the Escrow Agreement, dated as of July 22, 2025, Reference Number GT-ESC-2025-07223 (the "Escrow Agreement"), entered into by and among Harrowgate Private Equity Fund IV LP (as parent of the Surviving Corporation), Nathan Aldridge (in his capacity as the Stockholder Representative appointed pursuant to the Stockholder Representative Agreement), and Garrison Trust Company (as Escrow Agent).
The Escrow Agreement governs the establishment, administration, and release of the escrow fund in the amount of One Hundred Thirty-Three Million Dollars ($133,000,000), representing seven percent (7%) of the aggregate merger consideration of $1,900,000,000 (the "Escrow Amount"). The Escrow Amount secures the indemnification obligations of the Company's former stockholders as set forth in Article VIII of the Merger Agreement.
The release schedule for the Escrow Amount provides as follows: (i) fifty percent (50%) of the Escrow Amount ($66,500,000) shall be released to the Stockholder Representative for distribution to the former stockholders at the twelve (12)-month anniversary of the Closing Date (July 22, 2026), less the amount of any then-pending indemnification claims; and (ii) the remaining balance of the Escrow Amount shall be released at the eighteen (18)-month anniversary of the Closing Date (January 22, 2027), less the amount of any then-pending indemnification claims, in each case in accordance with the terms and procedures set forth in the Escrow Agreement.
4.2 Signature Page — Harrowgate Private Equity Fund IV LP
ESCROW AGREEMENT Reference: GT-ESC-2025-07223 Signature Page — Harrowgate Private Equity Fund IV LP
IN WITNESS WHEREOF, the undersigned has caused this Escrow Agreement to be executed and delivered as of the date first set forth above.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
4.3 Signature Page — Nathan Aldridge, as Stockholder Representative
ESCROW AGREEMENT Reference: GT-ESC-2025-07223 Signature Page — Nathan Aldridge, as Stockholder Representative
IN WITNESS WHEREOF, the undersigned, in his capacity as Stockholder Representative, has executed and delivered this Escrow Agreement as of the date first set forth above.
STOCKHOLDER REPRESENTATIVE
By: ________
Name: Nathan Aldridge
Capacity: Stockholder Representative
Date: July 22, 2025
4.4 Signature Page — Garrison Trust Company, as Escrow Agent
ESCROW AGREEMENT Reference: GT-ESC-2025-07223 Signature Page — Garrison Trust Company, as Escrow Agent
IN WITNESS WHEREOF, the undersigned has caused this Escrow Agreement to be executed and delivered as of the date first set forth above.
GARRISON TRUST COMPANY, as Escrow Agent
By: ________
Name: Valerie Drummond
Title: Vice President, Corporate Trust
Address: One Liberty Plaza, 42nd Floor
New York, New York 10006
Date: July 22, 2025
SECTION 5: TAB 4 — PAYING AGENT AGREEMENT
5.1 Document Description
Tab 4 contains the executed signature pages for the Paying Agent Agreement, dated as of July 22, 2025 (the "Paying Agent Agreement"), entered into between VeloPay Systems, Inc. (in its capacity as the Surviving Corporation) and Keystone Pacific Transfer Services Inc. (as Paying Agent).
The Paying Agent Agreement governs the deposit of the aggregate merger consideration by the Surviving Corporation with the Paying Agent and the subsequent disbursement of such merger consideration (in the amount of $20.00 per share) to the former stockholders of VeloPay Systems, Inc. in accordance with the terms of the Merger Agreement. The Paying Agent Agreement sets forth the procedures for the exchange of share certificates and book-entry shares, the delivery of letters of transmittal, the withholding of applicable taxes, and the remittance of the per-share merger consideration to eligible former stockholders.
5.2 Signature Page — VeloPay Systems, Inc. (Surviving Corporation)
PAYING AGENT AGREEMENT Signature Page — VeloPay Systems, Inc. (Surviving Corporation)
IN WITNESS WHEREOF, the undersigned has caused this Paying Agent Agreement to be executed and delivered as of the date first set forth above.
VELOPAY SYSTEMS, INC. (as the Surviving Corporation)
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Date: July 22, 2025
5.3 Signature Page — Keystone Pacific Transfer Services Inc.
PAYING AGENT AGREEMENT Signature Page — Keystone Pacific Transfer Services Inc.
IN WITNESS WHEREOF, the undersigned has caused this Paying Agent Agreement to be executed and delivered as of the date first set forth above.
KEYSTONE PACIFIC TRANSFER SERVICES INC., as Paying Agent
By: ________
Name: Linda Matsumoto
Title: Vice President, Corporate Actions
Address: 250 Royall Street, Suite 100
Canton, Massachusetts 02021
Date: July 22, 2025
SECTION 6: TAB 5 — CREDIT AGREEMENT
6.1 Document Description
Tab 5 contains the executed signature pages for the Senior Secured Credit Agreement, dated as of July 22, 2025 (the "Credit Agreement"), entered into by and among VeloPay Systems, Inc. (as Borrower), Harrowgate Private Equity Fund IV LP (as Holdings), Tralvendo National Bank (as Administrative Agent for the Term Loan Facility and as lead arranger), Prairie State Bank, N.A. (as Administrative Agent for the Revolving Credit Facility and as co-arranger), and the Lenders from time to time party thereto.
The Credit Agreement provides for the following facilities in connection with the financing of the Merger:
•  Term Loan Facility: $500,000,000 aggregate principal amount, maturing seven (7) years from the Closing Date (July 22, 2032), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 375 basis points, with Tralvendo National Bank serving as Administrative Agent and lead arranger.
•  Revolving Credit Facility: $260,000,000 in total revolving commitments, maturing five (5) years from the Closing Date (July 22, 2030), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 325 basis points, with Prairie State Bank, N.A. serving as Administrative Agent and co-arranger. The Borrower drew $254,700,000 of the Revolving Credit Facility at the Closing.
The Credit Agreement was entered into in connection with the Commitment Letter, Reference Number CRE-2025-SPF-0441, dated April 14, 2025, as amended and restated on June 30, 2025.
6.2 Signature Page — VeloPay Systems, Inc. (as Borrower)
SENIOR SECURED CREDIT AGREEMENT Commitment Letter Reference: CRE-2025-SPF-0441 Signature Page — VeloPay Systems, Inc. (as Borrower)
IN WITNESS WHEREOF, the undersigned has caused this Credit Agreement to be executed and delivered as of the date first set forth above.
VELOPAY SYSTEMS, INC., as Borrower
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
EIN: 82-3019478
Address: 1455 Innovation Parkway, Suite 800
Austin, Texas 78759
Date: July 22, 2025
6.3 Signature Page — Harrowgate Private Equity Fund IV LP (as Holdings)
SENIOR SECURED CREDIT AGREEMENT Commitment Letter Reference: CRE-2025-SPF-0441 Signature Page — Harrowgate Private Equity Fund IV LP (as Holdings)
IN WITNESS WHEREOF, the undersigned has caused this Credit Agreement to be executed and delivered as of the date first set forth above.
HARROWGATE PRIVATE EQUITY FUND IV LP, as Holdings
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
EIN: 87-4231956
Address: 300 King Street, Suite 4200
Wilmington, Delaware 19801
Date: July 22, 2025
6.4 Signature Page — Tralvendo National Bank (as Administrative Agent and Term Loan Lender)
SENIOR SECURED CREDIT AGREEMENT Commitment Letter Reference: CRE-2025-SPF-0441 Signature Page — Tralvendo National Bank
IN WITNESS WHEREOF, the undersigned has caused this Credit Agreement to be executed and delivered as of the date first set forth above.
TRALVENDO NATIONAL BANK, as Administrative Agent for the Term Loan Facility and as a Lender
By: ________
Name: Andrew Birchfield
Title: Managing Director, Sponsor Finance
Address: 100 Federal Street, 30th Floor
Boston, Massachusetts 02110
Date: July 22, 2025
6.5 Signature Page — Prairie State Bank, N.A. (as Administrative Agent and Revolver Lender)
SENIOR SECURED CREDIT AGREEMENT Commitment Letter Reference: CRE-2025-SPF-0441 Signature Page — Prairie State Bank, N.A.
IN WITNESS WHEREOF, the undersigned has caused this Credit Agreement to be executed and delivered as of the date first set forth above.
PRAIRIE STATE BANK, N.A., as Administrative Agent for the Revolving Credit Facility and as a Lender
By: ________
Name: Monica Fuentes
Title: Senior Vice President
Address: 231 South LaSalle Street, Suite 4400
Chicago, Illinois 60604
Date: July 22, 2025
SECTION 7: TAB 6 — GUARANTEE AND COLLATERAL AGREEMENT
7.1 Document Description
Tab 6 contains the executed signature pages for the Guarantee and Collateral Agreement, dated as of July 22, 2025 (the "Guarantee and Collateral Agreement"), entered into by and among VeloPay Processing LLC, a Delaware limited liability company, VeloPay Fraud intelligence Inc., a Delaware corporation, and PayStream Gateway LLC, a Delaware limited liability company (each, a "Guarantor" and collectively, the "Guarantors"), in favor of Tralvendo National Bank (as Administrative Agent for the Term Loan Facility) and Prairie State Bank, N.A. (as Administrative Agent for the Revolving Credit Facility).
Each of the Guarantors is a domestic wholly-owned subsidiary of VeloPay Systems, Inc. Pursuant to the Guarantee and Collateral Agreement, each Guarantor has unconditionally guaranteed the payment and performance of all obligations of VeloPay Systems, Inc. under the Credit Agreement and has pledged and granted a first-priority security interest in substantially all of its assets (including accounts receivable, deposit accounts, general intangibles, intellectual property, equipment, inventory, and equity interests in subsidiaries) as collateral security for such obligations.
7.2 Signature Page — VeloPay Processing LLC (as Guarantor)
GUARANTEE AND COLLATERAL AGREEMENT Signature Page — VeloPay Processing LLC
IN WITNESS WHEREOF, the undersigned has caused this Guarantee and Collateral Agreement to be executed and delivered as of the date first set forth above.
VELOPAY PROCESSING LLC, as a Guarantor
By: VeloPay Systems, Inc., its sole member
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
Date: July 22, 2025
7.3 Signature Page — VeloPay Fraud intelligence Inc. (as Guarantor)
GUARANTEE AND COLLATERAL AGREEMENT Signature Page — VeloPay Fraud intelligence Inc.
IN WITNESS WHEREOF, the undersigned has caused this Guarantee and Collateral Agreement to be executed and delivered as of the date first set forth above.
VELOPAY FRAUD INTELLIGENCE INC., as a Guarantor
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
Date: July 22, 2025
7.4 Signature Page — PayStream Gateway LLC (as Guarantor)
GUARANTEE AND COLLATERAL AGREEMENT Signature Page — PayStream Gateway LLC
IN WITNESS WHEREOF, the undersigned has caused this Guarantee and Collateral Agreement to be executed and delivered as of the date first set forth above.
PAYSTREAM GATEWAY LLC, as a Guarantor
By: VeloPay Systems, Inc., its sole member
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
Date: July 22, 2025
7.5 Signature Page — Tralvendo National Bank (as Term Loan Administrative Agent)
GUARANTEE AND COLLATERAL AGREEMENT Signature Page — Tralvendo National Bank
IN WITNESS WHEREOF, the undersigned has caused this Guarantee and Collateral Agreement to be executed and delivered as of the date first set forth above.
TRALVENDO NATIONAL BANK, as Administrative Agent for the Term Loan Facility
By: ________
Name: Andrew Birchfield
Title: Managing Director, Sponsor Finance
Date: July 22, 2025
7.6 Signature Page — Prairie State Bank, N.A. (as Revolver Administrative Agent)
GUARANTEE AND COLLATERAL AGREEMENT Signature Page — Prairie State Bank, N.A.
IN WITNESS WHEREOF, the undersigned has caused this Guarantee and Collateral Agreement to be executed and delivered as of the date first set forth above.
PRAIRIE STATE BANK, N.A., as Administrative Agent for the Revolving Credit Facility
By: ________
Name: Monica Fuentes
Title: Senior Vice President
Date: July 22, 2025
SECTION 8: TAB 7 — INTERCREDITOR AGREEMENT
8.1 Document Description
Tab 7 contains the executed signature pages for the Intercreditor Agreement, dated as of July 22, 2025 (the "Intercreditor Agreement"), entered into between Tralvendo National Bank (as Administrative Agent for the Term Loan Facility, the "Term Loan Agent") and Prairie State Bank, N.A. (as Administrative Agent for the Revolving Credit Facility, the "Revolver Agent"), and acknowledged by VeloPay Systems, Inc. (as Borrower under the Credit Agreement).
The Intercreditor Agreement governs the relative priorities, sharing of collateral, distribution of proceeds upon any enforcement or disposition, exercise of remedies, and related matters as between the Term Loan Agent and the Revolver Agent with respect to the security interests granted under the Guarantee and Collateral Agreement and related security documents.
8.2 Signature Page — Tralvendo National Bank (as Term Loan Agent)
INTERCREDITOR AGREEMENT Signature Page — Tralvendo National Bank
IN WITNESS WHEREOF, the undersigned has caused this Intercreditor Agreement to be executed and delivered as of the date first set forth above.
TRALVENDO NATIONAL BANK, as Term Loan Agent
By: ________
Name: Andrew Birchfield
Title: Managing Director, Sponsor Finance
Date: July 22, 2025
8.3 Signature Page — Prairie State Bank, N.A. (as Revolver Agent)
INTERCREDITOR AGREEMENT Signature Page — Prairie State Bank, N.A.
IN WITNESS WHEREOF, the undersigned has caused this Intercreditor Agreement to be executed and delivered as of the date first set forth above.
PRAIRIE STATE BANK, N.A., as Revolver Agent
By: ________
Name: Monica Fuentes
Title: Senior Vice President
Date: July 22, 2025
8.4 Acknowledgment Signature Page — VeloPay Systems, Inc. (as Borrower)
INTERCREDITOR AGREEMENT Acknowledgment Signature Page — VeloPay Systems, Inc.
The undersigned acknowledges receipt and the terms of the foregoing Intercreditor Agreement and agrees to be bound by the provisions thereof applicable to the Borrower.
ACKNOWLEDGED AND AGREED:
VELOPAY SYSTEMS, INC., as Borrower
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
Date: July 22, 2025
SECTION 9: TAB 8 — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC. (SURVIVING CORPORATION)
9.1 Document Description
Tab 8 contains the executed signature page for the Amended and Restated Certificate of Incorporation of VeloPay Systems, Inc. (as the Surviving Corporation), effective at the effective time of the Merger on July 22, 2025. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware concurrently with the Certificate of Merger, and amends and restates in its entirety the prior certificate of incorporation of VeloPay Systems, Inc. to reflect the governance structure of the Surviving Corporation as a wholly-owned subsidiary of HPE Fund IV. The Delaware File Number for VeloPay Systems, Inc. remains 5748392.
9.2 Signature Page — VeloPay Systems, Inc.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC. (as Surviving Corporation) Signature Page
IN WITNESS WHEREOF, the undersigned, being the duly authorized officer of VeloPay Systems, Inc., a Delaware corporation, does hereby execute this Amended and Restated Certificate of Incorporation as of the date set forth below.
VELOPAY SYSTEMS, INC.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Sole Incorporator Reference: This Amended and Restated Certificate of Incorporation amends and restates in its entirety the original Certificate of Incorporation filed on August 14, 2015, and is executed by the authorized officer of the corporation pursuant to Sections 242 and 245 of the DGCL.
Date: July 22, 2025
SECTION 10: TAB 9 — AMENDED AND RESTATED BYLAWS OF VELOPAY SYSTEMS, INC. (SURVIVING CORPORATION)
10.1 Document Description
Tab 9 contains the certification page for the Amended and Restated Bylaws of VeloPay Systems, Inc. (as the Surviving Corporation), adopted effective at the Closing on July 22, 2025. The Amended and Restated Bylaws were approved by written consent of Harrowgate Private Equity Fund IV LP, as the sole stockholder of the Surviving Corporation, and amend and restate in their entirety the prior bylaws of VeloPay Systems, Inc. to reflect the governance and operational framework of the Surviving Corporation following the Merger.
10.2 Certification Page
AMENDED AND RESTATED BYLAWS OF VELOPAY SYSTEMS, INC. (as Surviving Corporation) Secretary's Certification of Adoption
The undersigned, being the duly appointed Secretary of VeloPay Systems, Inc. (the "Corporation"), hereby certifies that the foregoing Amended and Restated Bylaws were duly adopted as the bylaws of the Corporation effective as of July 22, 2025, by written consent of the sole stockholder of the Corporation, Harrowgate Private Equity Fund IV LP, in accordance with Section 109 of the Delaware General Corporation Law and the Amended and Restated Certificate of Incorporation of the Corporation.
VELOPAY SYSTEMS, INC.
By: ________
Name: Danielle Moreau
Title: Secretary
Date: July 22, 2025
SECTION 11: TAB 10 — OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC.
11.1 Document Description
Tab 10 contains the executed signature page for the Officer's Certificate of VeloPay Systems, Inc. delivered by the Company's Chief Executive Officer as a condition to the Closing of the Merger, pursuant to Section 7.2(c) of the Merger Agreement (or such analogous section thereof). The Officer's Certificate certifies, as of the Closing Date, the following matters:
(i) The representations and warranties of VeloPay Systems, Inc. set forth in Article IV of the Merger Agreement are true and correct in all material respects (or, where qualified by materiality or material adverse effect, in all respects) as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date);
(ii) VeloPay Systems, Inc. has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it under the Merger Agreement on or prior to the Closing Date; and
(iii) Since the date of the Merger Agreement (March 18, 2025), no event, change, development, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) on VeloPay Systems, Inc.
11.2 Signature Page — Nathan Aldridge
OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC. Delivered Pursuant to the Merger Agreement Signature Page
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date set forth below.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer, VeloPay Systems, Inc.
Date: July 22, 2025
SECTION 12: TAB 11 — OFFICER'S CERTIFICATE OF HPE FUND IV AND MERGER SUB
12.1 Document Description
Tab 11 contains the executed signature page for the Officer's Certificate delivered on behalf of Harrowgate Private Equity Fund IV LP and Harrowgate Velocity Merger Sub Inc. as a condition to the Closing of the Merger, pursuant to Section 7.3(c) of the Merger Agreement (or such analogous section thereof). The Officer's Certificate certifies, as of the Closing Date, the following matters:
(i) The representations and warranties of HPE Fund IV and Merger Sub set forth in Article V of the Merger Agreement are true and correct in all material respects (or, where qualified by materiality, in all respects) as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date); and
(ii) HPE Fund IV and Merger Sub have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by them under the Merger Agreement on or prior to the Closing Date.
12.2 Signature Page — Priya Deshmukh
OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP AND HARROWGATE VELOCITY MERGER SUB INC. Delivered Pursuant to the Merger Agreement Signature Page
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date set forth below.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner, Harrowgate Capital
Management IV LLC (in its capacity as General Partner of Harrowgate Private Equity Fund IV LP)
HARROWGATE VELOCITY MERGER SUB INC.
By: ________
Name: Priya Deshmukh
Title: President
Date: July 22, 2025
SECTION 13: TAB 12 — SECRETARY'S CERTIFICATE OF VELOPAY SYSTEMS, INC.
13.1 Document Description
Tab 12 contains the executed signature page for the Secretary's Certificate of VeloPay Systems, Inc. delivered as a condition to the Closing of the Merger. The Secretary's Certificate of VeloPay Systems, Inc. certifies the following matters:
(a) Incumbency of Officers. The names, titles, and specimen signatures of the following officers of VeloPay Systems, Inc. authorized to execute and deliver the Merger Agreement, the closing documents, and related transaction documents on behalf of the Company:
•  Nathan Aldridge — Chief Executive Officer
•  Sonia Reyes-Watkins — Chief Technology Officer
•  Marcus Langford — Chief Financial Officer
•  Danielle Moreau — General Counsel and Secretary
(b) Good Standing. A certificate of good standing of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the Closing Date, is attached as an exhibit to the Secretary's Certificate.
(c) Organizational Documents. True, correct, and complete copies of the Certificate of Incorporation and Bylaws of VeloPay Systems, Inc. (as in effect immediately prior to the Closing) are attached as exhibits to the Secretary's Certificate.
(d) Board and Stockholder Resolutions. True, correct, and complete copies of (i) the resolutions of the Board of Directors of VeloPay Systems, Inc. approving the Merger Agreement and the transactions contemplated thereby, and (ii) the written consent or vote of the stockholders of VeloPay Systems, Inc. adopting the Merger Agreement and approving the Merger, are attached as exhibits to the Secretary's Certificate.
13.2 Signature Page — Danielle Moreau
SECRETARY'S CERTIFICATE OF VELOPAY SYSTEMS, INC. Signature Page
IN WITNESS WHEREOF, the undersigned, being the duly elected and acting General Counsel and Secretary of VeloPay Systems, Inc., has executed this Secretary's Certificate as of the date set forth below.
By: ________
Name: Danielle Moreau
Title: General Counsel and Secretary,
VeloPay Systems, Inc.
Date: July 22, 2025
SECTION 14: TAB 13 — SECRETARY'S CERTIFICATE OF HPE FUND IV AND MERGER SUB
14.1 Document Description
Tab 13 contains the executed signature page for the Secretary's Certificate delivered on behalf of Harrowgate Private Equity Fund IV LP (EIN: 87-4231956) and Harrowgate Velocity Merger Sub Inc. (EIN: 93-1847265; Delaware File Number: 7291034). The Secretary's Certificate certifies the following matters:
(a) Incumbency of Authorized Persons. The names, titles, and specimen signatures of the authorized persons of HPE Fund IV and Merger Sub who have executed and delivered the Merger Agreement, the closing documents, and related transaction documents on behalf of such entities.
(b) Good Standing. Certificates of good standing for each of HPE Fund IV and Merger Sub issued by the Secretary of State of the State of Delaware, each dated not more than five (5) business days prior to the Closing Date, are attached as exhibits.
(c) Organizational Documents. True, correct, and complete copies of the organizational documents of HPE Fund IV (including the Limited Partnership Agreement) and Merger Sub (including its Certificate of Incorporation and Bylaws) are attached as exhibits.
(d) Authorizing Resolutions. True, correct, and complete copies of (i) the written consent of Harrowgate Capital Management IV LLC (EIN: 87-4231847), as general partner of HPE Fund IV, authorizing the Merger, the execution and delivery of the Merger Agreement and all related closing documents, and the equity commitment of $1,140,000,000 in connection with the Merger, and (ii) the written consent of HPE Fund IV, as the sole stockholder of Merger Sub, approving the Merger Agreement and the Merger, are attached as exhibits.
14.2 Signature Page
SECRETARY'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP AND HARROWGATE VELOCITY MERGER SUB INC. Signature Page
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date set forth below.
By: ________
Name: Thomas Eriksen
Title: Partner, Harrowgate Capital Management IV LLC,
acting as authorized signatory
Date: July 22, 2025
SECTION 15: TAB 14 — SOLVENCY CERTIFICATE
15.1 Document Description
Tab 14 contains the executed signature page for the Solvency Certificate delivered at the Closing in connection with the financing of the Merger. The Solvency Certificate was delivered by the Chief Financial Officer of VeloPay Systems, Inc. (as the Surviving Corporation) to Tralvendo National Bank (as Administrative Agent for the Term Loan Facility) and Prairie State Bank, N.A. (as Administrative Agent for the Revolving Credit Facility) as a condition to funding under the Credit Agreement.
The Solvency Certificate certifies that VeloPay Systems, Inc., as the Surviving Corporation, and its subsidiaries, on a consolidated basis, are solvent after giving effect to (i) the consummation of the Merger, (ii) the incurrence of indebtedness under the Credit Agreement, consisting of $500,000,000 under the Term Loan Facility and $254,700,000 drawn under the Revolving Credit Facility at the Closing, and (iii) the payment of all transaction expenses in connection with the Merger (estimated at approximately $48,500,000 in the aggregate). The certification addresses the fair valuation of assets, the ability to pay debts as they become due, and the adequacy of capital to conduct the business of the Surviving Corporation and its subsidiaries as currently conducted and as proposed to be conducted following the Merger.
15.2 Signature Page — Marcus Langford
SOLVENCY CERTIFICATE Delivered Pursuant to the Credit Agreement Signature Page
IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the date set forth below.
By: ________
Name: Marcus Langford
Title: Chief Financial Officer, VeloPay Systems, Inc.
Date: July 22, 2025
SECTION 16: TAB 15 — FIRPTA CERTIFICATE
16.1 Document Description
Tab 15 contains the executed signature page for the certification delivered by VeloPay Systems, Inc. pursuant to Treasury Regulation Section 1.1445-2(c)(3), certifying that VeloPay Systems, Inc. is not, and has not been at any time during the five-year period ending on the Closing Date, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code").
The FIRPTA Certificate includes the Company's taxpayer identification number (EIN: 82-3019478), its legal name, and its address of principal office, as required under the applicable Treasury Regulations. The FIRPTA Certificate was delivered to HPE Fund IV and Merger Sub to satisfy the condition set forth in Section 7.2 of the Merger Agreement relating to withholding obligations under Section 1445 of the Code.
16.2 Signature Page — Nathan Aldridge
FIRPTA CERTIFICATE Pursuant to Treasury Regulation § 1.1445-2(c)(3) Signature Page
The undersigned hereby certifies, under penalties of perjury, that the foregoing FIRPTA Certificate is true, correct, and complete.
VELOPAY SYSTEMS, INC.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
EIN: 82-3019478
Date: July 22, 2025
SECTION 17: TAB 16 — NON-COMPETITION AND NON-SOLICITATION AGREEMENT — NATHAN ALDRIDGE
17.1 Document Description
Tab 16 contains the executed signature pages for the Non-Competition and Non-Solicitation Agreement, effective as of July 22, 2025 (the "Aldridge Non-Compete"), entered into by and among Nathan Aldridge, Harrowgate Private Equity Fund IV LP, and VeloPay Systems, Inc. (as the Surviving Corporation).
The Aldridge Non-Compete provides for a three (3)-year restricted period commencing on the Closing Date during which Mr. Aldridge is subject to (i) a non-competition covenant restricting his ability to engage in, own, manage, operate, control, finance, or participate in any business that competes with the payments processing, merchant acquiring, and related financial technology businesses conducted by VeloPay Systems, Inc. and its subsidiaries, and (ii) a non-solicitation covenant restricting his ability to solicit or hire employees, consultants, or independent contractors of the Surviving Corporation and its subsidiaries, or to solicit customers, clients, or business relationships of the Surviving Corporation and its subsidiaries.
17.2 Signature Page — Nathan Aldridge
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Signature Page — Nathan Aldridge
IN WITNESS WHEREOF, the undersigned has executed this Non-Competition and Non-Solicitation Agreement as of the date set forth below.
EXECUTIVE:
________________________________________
Nathan Aldridge
Date: July 22, 2025
17.3 Signature Page — Harrowgate Private Equity Fund IV LP
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Signature Page — Harrowgate Private Equity Fund IV LP
IN WITNESS WHEREOF, the undersigned has caused this Non-Competition and Non-Solicitation Agreement to be executed and delivered as of the date set forth below.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
17.4 Signature Page — VeloPay Systems, Inc. (Surviving Corporation)
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Signature Page — VeloPay Systems, Inc. (Surviving Corporation)
IN WITNESS WHEREOF, the undersigned has caused this Non-Competition and Non-Solicitation Agreement to be executed and delivered as of the date set forth below.
VELOPAY SYSTEMS, INC. (as the Surviving Corporation)
By: ________
Name: Priya Deshmukh
(as authorized by the sole stockholder of the Surviving Corporation)
Date: July 22, 2025
SECTION 18: TAB 17 — NON-COMPETITION AND NON-SOLICITATION AGREEMENT — SONIA REYES-WATKINS
18.1 Document Description
Tab 17 contains the executed signature pages for the Non-Competition and Non-Solicitation Agreement, effective as of July 22, 2025 (the "Reyes-Watkins Non-Compete"), entered into by and among Sonia Reyes-Watkins, Harrowgate Private Equity Fund IV LP, and VeloPay Systems, Inc. (as the Surviving Corporation).
The Reyes-Watkins Non-Compete is substantively identical to the Aldridge Non-Compete (Tab 16) and provides for a three (3)-year restricted period commencing on the Closing Date during which Ms. Reyes-Watkins is subject to non-competition and non-solicitation covenants on terms consistent with those described in Section 17.1 above.
18.2 Signature Page — Sonia Reyes-Watkins
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Signature Page — Sonia Reyes-Watkins
IN WITNESS WHEREOF, the undersigned has executed this Non-Competition and Non-Solicitation Agreement as of the date set forth below.
EXECUTIVE:
________________________________________
Sonia Reyes-Watkins
Date: July 22, 2025
18.3 Signature Page — Harrowgate Private Equity Fund IV LP
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Signature Page — Harrowgate Private Equity Fund IV LP
IN WITNESS WHEREOF, the undersigned has caused this Non-Competition and Non-Solicitation Agreement to be executed and delivered as of the date set forth below.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
18.4 Signature Page — VeloPay Systems, Inc. (Surviving Corporation)
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Signature Page — VeloPay Systems, Inc. (Surviving Corporation)
IN WITNESS WHEREOF, the undersigned has caused this Non-Competition and Non-Solicitation Agreement to be executed and delivered as of the date set forth below.
VELOPAY SYSTEMS, INC. (as the Surviving Corporation)
By: ________
Name: Priya Deshmukh
(as authorized by the sole stockholder of the Surviving Corporation)
Date: July 22, 2025
SECTION 19: TAB 18 — ROLLOVER AGREEMENT
19.1 Document Description
Tab 18 contains the executed signature pages for the Rollover Agreement, originally dated as of March 18, 2025, with signature pages delivered at the Closing on July 22, 2025 to effectuate the rollover of equity by certain members of the Company's management team (the "Rollover Agreement"). The Rollover Agreement was entered into by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Co-Invest LP, a Delaware limited partnership (EIN: 93-2748163; formed on March 14, 2025) (the "Co-Invest Vehicle"), Nathan Aldridge, and Sonia Reyes-Watkins (each, a "Rollover Participant" and collectively, the "Rollover Participants").
Pursuant to the Rollover Agreement, each Rollover Participant elected to contribute a portion of his or her merger consideration to the Co-Invest Vehicle in exchange for limited partnership interests therein, as follows:
•  Nathan Aldridge — Rollover Amount: $14,200,000
•  Sonia Reyes-Watkins — Rollover Amount: $9,700,000
•  Total Rollover: $23,900,000
The general partner of the Co-Invest Vehicle is Harrowgate Capital Management IV LLC. The Co-Invest Vehicle was formed on March 14, 2025, for the purpose of holding the rollover equity of the Rollover Participants alongside the equity investment of HPE Fund IV in the Surviving Corporation.
19.2 Signature Page — Harrowgate Private Equity Fund IV LP
ROLLOVER AGREEMENT Signature Page — Harrowgate Private Equity Fund IV LP
IN WITNESS WHEREOF, the undersigned has caused this Rollover Agreement to be executed and delivered as of the date set forth below.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
19.3 Signature Page — Harrowgate Velocity Co-Invest LP
ROLLOVER AGREEMENT Signature Page — Harrowgate Velocity Co-Invest LP
IN WITNESS WHEREOF, the undersigned has caused this Rollover Agreement to be executed and delivered as of the date set forth below.
HARROWGATE VELOCITY CO-INVEST LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
19.4 Signature Page — Nathan Aldridge
ROLLOVER AGREEMENT Signature Page — Nathan Aldridge
IN WITNESS WHEREOF, the undersigned has executed this Rollover Agreement as of the date set forth below.
ROLLOVER PARTICIPANT:
________________________________________
Nathan Aldridge Rollover Amount: $14,200,000
Date: July 22, 2025
19.5 Signature Page — Sonia Reyes-Watkins
ROLLOVER AGREEMENT Signature Page — Sonia Reyes-Watkins
IN WITNESS WHEREOF, the undersigned has executed this Rollover Agreement as of the date set forth below.
ROLLOVER PARTICIPANT:
________________________________________
Sonia Reyes-Watkins Rollover Amount: $9,700,000
Date: July 22, 2025
SECTION 20: TAB 19 — STOCKHOLDER REPRESENTATIVE AGREEMENT (REAFFIRMATION AT CLOSING)
20.1 Document Description
Tab 19 contains the executed signature pages for the closing confirmation and reaffirmation of the Stockholder Representative Agreement, originally executed as of March 18, 2025 (the "Stockholder Representative Agreement"). Pursuant to the Stockholder Representative Agreement, Nathan Aldridge was appointed as the Stockholder Representative for purposes of (i) acting on behalf of the Company's former stockholders with respect to indemnification claims under Article VIII of the Merger Agreement, (ii) administration of the escrow fund held by Garrison Trust Company in accordance with the Escrow Agreement, and (iii) post-closing dispute resolution and other matters as set forth in the Merger Agreement and the Stockholder Representative Agreement.
The signature pages set forth in this Tab 19 constitute the reaffirmation of Nathan Aldridge's authority as Stockholder Representative at the Closing and the confirmation by HPE Fund IV of its acknowledgment of and consent to such appointment.
20.2 Signature Page — Nathan Aldridge (as Stockholder Representative)
STOCKHOLDER REPRESENTATIVE AGREEMENT Closing Reaffirmation Signature Page — Nathan Aldridge, as Stockholder Representative
IN WITNESS WHEREOF, the undersigned hereby reaffirms and confirms his appointment as, and acceptance of the responsibilities of, Stockholder Representative under the Stockholder Representative Agreement, effective as of the Closing Date.
STOCKHOLDER REPRESENTATIVE:
________________________________________
Nathan Aldridge
Date: July 22, 2025
20.3 Signature Page — Harrowgate Private Equity Fund IV LP
STOCKHOLDER REPRESENTATIVE AGREEMENT Closing Reaffirmation Signature Page — Harrowgate Private Equity Fund IV LP
IN WITNESS WHEREOF, the undersigned hereby confirms its acknowledgment of and consent to the appointment of Nathan Aldridge as Stockholder Representative, effective as of the Closing Date.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
SECTION 21: TAB 20 — LEGAL OPINION OF CALDERWOOD & HARKNESS LLP (BUYER'S COUNSEL OPINION)
21.1 Document Description
Tab 20 contains the executed signature page for the closing legal opinion of Calderwood & Harkness LLP, dated July 22, 2025 (the "Opinion"), delivered to Tralvendo National Bank (as Administrative Agent for the Term Loan Facility) and Prairie State Bank, N.A. (as Administrative Agent for the Revolving Credit Facility) as a condition to funding under the Credit Agreement.
The Opinion addresses the following matters with respect to Harrowgate Private Equity Fund IV LP (EIN: 87-4231956) and Harrowgate Velocity Merger Sub Inc. (EIN: 93-1847265):
(i) Due organization, valid existence, and good standing of each of HPE Fund IV and Merger Sub under the laws of the State of Delaware;
(ii) Due authorization by each of HPE Fund IV and Merger Sub of the execution, delivery, and performance of the Merger Agreement, the Credit Agreement, and the related closing and transaction documents to which each is a party;
(iii) Due execution and delivery of the Merger Agreement and the Credit Agreement by each of HPE Fund IV and Merger Sub;
(iv) Enforceability of the Merger Agreement and the Credit Agreement against each of HPE Fund IV and Merger Sub in accordance with their respective terms, subject to customary qualifications, exceptions, and assumptions;
(v) No conflicts between the execution, delivery, and performance of the Merger Agreement and the Credit Agreement and the organizational documents of HPE Fund IV or Merger Sub, or specified laws and regulations applicable thereto; and
(vi) Such other matters as are customarily addressed in legal opinions delivered by buyer's counsel in leveraged buyout transactions.
The Opinion is subject to customary qualifications, assumptions, and limitations, including, without limitation, the bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and general principles of equity.
Calderwood & Harkness LLP is located at 787 Seventh Avenue, 38th Floor, New York, New York 10019.
21.2 Signature Page — Calderwood & Harkness LLP
LEGAL OPINION OF CALDERWOOD & HARKNESS LLP Dated July 22, 2025 Signature Page
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sandra Tung
Title: Partner
Date: July 22, 2025
SECTION 22: TAB 21 — PAYOFF LETTER — MERIDIAN COMMERCIAL CREDIT CORP.
22.1 Document Description
Tab 21 contains the executed signature pages for the Payoff and Release Letter from Meridian Commercial Credit Corp. (the "Payoff Letter"), dated July 18, 2025, and acknowledged at the Closing on July 22, 2025. The Payoff Letter was delivered by Meridian Commercial Credit Corp. in connection with the full repayment and satisfaction at the Closing of all outstanding indebtedness of VeloPay Systems, Inc. under its existing credit facility with Meridian Commercial Credit Corp.
The contact for Meridian Commercial Credit Corp. in connection with the Payoff Letter is Brian Castellano, Vice President, Loan Administration, located at 599 Lexington Avenue, 26th Floor, New York, New York 10022.
The Payoff Letter sets forth the total payoff amount required to satisfy in full all obligations of VeloPay Systems, Inc. under the existing credit facility, as follows:
•  Outstanding principal balance: $112,000,000
•  Accrued and unpaid interest through July 22, 2025: approximately $1,230,000
•  Total payoff amount (approximate): $113,230,000
The Payoff Letter includes a commitment by Meridian Commercial Credit Corp. to deliver UCC-3 termination statements and lien releases (including any intellectual property lien releases) with respect to all security interests granted by VeloPay Systems, Inc. and its subsidiaries in favor of Meridian Commercial Credit Corp. promptly upon receipt of the payoff amount in immediately available funds.
22.2 Signature Page — Meridian Commercial Credit Corp.
PAYOFF AND RELEASE LETTER Meridian Commercial Credit Corp. Signature Page
IN WITNESS WHEREOF, the undersigned has executed this Payoff and Release Letter as of the date first set forth above.
MERIDIAN COMMERCIAL CREDIT CORP.
By: ________
Name: Brian Castellano
Title: Vice President, Loan Administration
Address: 599 Lexington Avenue, 26th Floor
New York, New York 10022
Date: July 18, 2025
Acknowledged and confirmed at closing:
Date: July 22, 2025
22.3 Acknowledgment Signature Page — VeloPay Systems, Inc. (as Borrower under existing facility)
PAYOFF AND RELEASE LETTER Acknowledgment Signature Page — VeloPay Systems, Inc.
The undersigned hereby acknowledges receipt of the foregoing Payoff and Release Letter and confirms the payoff amount and repayment terms set forth therein.
ACKNOWLEDGED AND AGREED:
VELOPAY SYSTEMS, INC., as Borrower under the Existing Credit Facility
By: ________
Name: Marcus Langford
Title: Chief Financial Officer
Date: July 22, 2025
SECTION 23: VERIFICATION AND COMPLETENESS CERTIFICATION
23.1 Certification by Calderwood & Harkness LLP
Calderwood & Harkness LLP hereby certifies that all signature pages included in this Closing Signature Pages Package have been reviewed for completeness and authenticity by the undersigned attorneys at Calderwood & Harkness LLP. Each document identified in the Master Index set forth in Section 1.2 has been confirmed as having been duly executed by all required parties in accordance with the terms of such document and the requirements of the Merger Agreement, the Credit Agreement, and related transaction documents.
Calderwood & Harkness LLP has confirmed that each signature page included herein bears the original or authorized signature (including, where applicable, signatures transmitted via PDF or other electronic means) of each required signatory. To the extent that any signature pages were delivered via PDF or other electronic transmission, such signature pages have been accepted and relied upon pursuant to the counterpart execution provisions contained in the respective agreements, and originals are being delivered to Calderwood & Harkness LLP to be maintained in the physical closing binder. As of the date of this certification, the following signature pages were delivered electronically with originals to follow:
•  Payoff Letter — Meridian Commercial Credit Corp. (Tab 21): Original executed by Brian Castellano on July 18, 2025 and transmitted via PDF on such date; original hard copy received and filed in the closing binder on July 23, 2025.
All other signature pages were delivered as wet-ink originals at or prior to the Closing on July 22, 2025.
The completeness and accuracy of this Package has been cross-verified against the master closing checklist maintained by Megan Chu, Lead Associate, and Derek Okonkwo, Working Associate, at Calderwood & Harkness LLP, Matter Number 1003-00003.
23.2 Summary Count
23.3 Distribution List
Copies of this Closing Signature Pages Package (or such portions thereof as are designated below) have been distributed to the following persons and entities:
1.  Sandra Tung, Partner — Calderwood & Harkness LLP (Buyer's Counsel) — Full Package
2.  Oliver Mackenzie, Partner — Calderwood & Harkness LLP (Billing Partner) — Full Package
3.  Priya Deshmukh, Managing Partner — Harrowgate Capital Management IV LLC (Client — Managing Partner, Fund IV) — Full Package
4.  Thomas Eriksen, Partner — Harrowgate Capital Management IV LLC (Client — Partner, Head of FinTech) — Full Package
5.  Rebecca Thornton-Hayes, Partner — Whitford Jessup & Crane LLP (Target's Counsel) — Full Package
6.  Gordon Strauss, Partner — Maplewood & Strauss LLP (Financing Counsel to Lenders) — Tabs 5, 6, 7, 14, 20, and 21
7.  Andrew Birchfield, Managing Director — Tralvendo National Bank — Tabs 5, 6, 7, 14, 20, and 21
8.  Monica Fuentes, Senior Vice President — Prairie State Bank, N.A. — Tabs 5, 6, 7, 14, 20, and 21
9.  Valerie Drummond, Vice President — Garrison Trust Company (Escrow Agent) — Tab 3
10.  Linda Matsumoto, Vice President — Keystone Pacific Transfer Services Inc. (Paying Agent) — Tab 4
APPENDIX A: SIGNATORY AUTHORITY CROSS-REFERENCE CHART
The following chart identifies each individual signatory whose executed signature page appears in this Closing Signature Pages Package, together with his or her title, the entity or entities on whose behalf such individual has signed, the documents bearing his or her signature (by tab number), and the source of authority for such individual's execution of the applicable documents.
APPENDIX B: WIRE TRANSFER CONFIRMATION CROSS-REFERENCE
This Appendix B provides a cross-reference to the wire transfer confirmations associated with the closing of the Merger. The definitive wire transfer instructions and confirmations are set forth in the Funds Flow Memorandum, dated July 21, 2025, prepared by Calderwood & Harkness LLP and circulated to all parties and their respective counsel in advance of the Closing (the "Funds Flow Memorandum"). All wire transfers referenced herein were executed on July 22, 2025, through Fedwire or such other wire transfer system as specified in the Funds Flow Memorandum.
The following key wires were executed on July 22, 2025, in connection with the Closing:
Wire confirmation receipts, including Fedwire reference numbers, timestamps, and receiving bank confirmations, are maintained separately in the physical closing binder held by Calderwood & Harkness LLP. Such wire confirmation receipts are not reproduced in this Closing Signature Pages Package. Any party requiring copies of specific wire confirmation receipts should contact Megan Chu at Calderwood & Harkness LLP, telephone (212) 558-4000, email mchu@calderwoodharkness.com.
*
END OF CLOSING SIGNATURE PAGES PACKAGE
Matter Number: 1003-00003 Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
Tab | Document Title | Parties | Execution Date | No. of Signature Pages
1 | Certificate of Merger | VeloPay Systems, Inc.; Harrowgate Velocity Merger Sub Inc. | July 22, 2025 | 2
2 | Agreement and Plan of Merger (Closing Confirmation / Reaffirmation Page) | HPE Fund IV; Merger Sub; VeloPay Systems, Inc. | July 22, 2025 | 3
3 | Escrow Agreement | HPE Fund IV; Nathan Aldridge (as Stockholder Representative); Garrison Trust Company (as Escrow Agent) | July 22, 2025 | 3
4 | Paying Agent Agreement | VeloPay Systems, Inc. (as Surviving Corporation); Keystone Pacific Transfer Services Inc. (as Paying Agent) | July 22, 2025 | 2
5 | Credit Agreement | VeloPay Systems, Inc. (as Borrower); HPE Fund IV (as Holdings); Tralvendo National Bank (as Administrative Agent — Term Loan); Prairie State Bank, N.A. (as Administrative Agent — Revolver); Lenders party thereto | July 22, 2025 | 4
6 | Guarantee and Collateral Agreement | VeloPay Processing LLC; VeloPay Fraud intelligence Inc.; PayStream Gateway LLC; Tralvendo National Bank; Prairie State Bank, N.A. | July 22, 2025 | 5
7 | Intercreditor Agreement | Tralvendo National Bank (as Term Loan Agent); Prairie State Bank, N.A. (as Revolver Agent); VeloPay Systems, Inc. (acknowledged) | July 22, 2025 | 3
8 | Amended and Restated Certificate of Incorporation of VeloPay Systems, Inc. (Surviving Corporation) | VeloPay Systems, Inc. | July 22, 2025 | 1
9 | Amended and Restated Bylaws of VeloPay Systems, Inc. (Surviving Corporation) | VeloPay Systems, Inc. (certification) | July 22, 2025 | 1
10 | Officer's Certificate of VeloPay Systems, Inc. | Nathan Aldridge, CEO | July 22, 2025 | 1
11 | Officer's Certificate of HPE Fund IV and Merger Sub | Priya Deshmukh, Managing Partner / President | July 22, 2025 | 1
12 | Secretary's Certificate of VeloPay Systems, Inc. | Danielle Moreau, General Counsel and Secretary | July 22, 2025 | 1
13 | Secretary's Certificate of HPE Fund IV and Merger Sub | Thomas Eriksen, Partner | July 22, 2025 | 1
14 | Solvency Certificate | Marcus Langford, CFO | July 22, 2025 | 1
15 | FIRPTA Certificate | Nathan Aldridge, CEO | July 22, 2025 | 1
16 | Non-Competition and Non-Solicitation Agreement — Nathan Aldridge | Nathan Aldridge; HPE Fund IV; VeloPay Systems, Inc. (Surviving Corporation) | July 22, 2025 | 3
17 | Non-Competition and Non-Solicitation Agreement — Sonia Reyes-Watkins | Sonia Reyes-Watkins; HPE Fund IV; VeloPay Systems, Inc. (Surviving Corporation) | July 22, 2025 | 3
18 | Rollover Agreement | HPE Fund IV; Harrowgate Velocity Co-Invest LP; Nathan Aldridge; Sonia Reyes-Watkins | July 22, 2025 | 4
19 | Stockholder Representative Agreement (Reaffirmation at Closing) | Nathan Aldridge (as Stockholder Representative); HPE Fund IV | July 22, 2025 | 2
20 | Legal Opinion of Calderwood & Harkness LLP (Buyer's Counsel Opinion) | Calderwood & Harkness LLP | July 22, 2025 | 1
21 | Payoff Letter — Meridian Commercial Credit Corp. | Meridian Commercial Credit Corp.; VeloPay Systems, Inc. (acknowledgment) | July 18, 2025 (acknowledged July 22, 2025) | 2
Item | Detail
Total documents with signature pages compiled | 21
Total individual signature pages | 45
Closing Date | July 22, 2025
Governing Law — Merger Agreement and related transaction documents | Delaware
Governing Law — Credit Agreement and related financing documents | New York
Governing Law — Escrow Agreement | New York
Governing Law — Paying Agent Agreement | New York
Signatory | Title | Entity | Tab(s) | Authority Reference
Priya Deshmukh | Managing Partner, Harrowgate Capital Management IV LLC | HPE Fund IV (as General Partner); Merger Sub (as President); VeloPay Systems, Inc. (Surviving Corp.) (as authorized by sole stockholder) | 2, 3, 5, 11, 16, 17, 18, 19 | Writte