firpta-certificate.docx

1003-00003 · Harrowgate Private Equity Fund IV LP · Closing

firpta-certificate.docx DOCUMENT M&A / Corporate

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CERTIFICATION OF NON-FOREIGN STATUS AND NON-UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS PURSUANT TO TREASURY REGULATION § 1.1445-2(c)(3)

Delivered in Connection with the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, Harrowgate Velocity Merger Sub Inc., a Delaware corporation, and VeloPay Systems, Inc., a Delaware corporation (the "Merger Agreement")

Date of Delivery: July 22, 2025 (Closing Date)

PRELIMINARY STATEMENT

VeloPay Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), hereby delivers this Certification of Non-Foreign Status and Non-United States Real Property Holding Corporation Status (this "Certificate") to Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (the "Buyer" or "HPE Fund IV"), and Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer ("Merger Sub"), at the closing of the transactions contemplated by the Merger Agreement (the "Closing"), occurring on July 22, 2025, as a condition to Closing under Section 7.2(h) of the Merger Agreement.

This Certificate is delivered pursuant to, and in satisfaction of, the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulation § 1.1445-2(c)(3) promulgated thereunder. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

WHEREAS, under Section 1445(a) of the Code, a transferee of a "United States real property interest" (as defined in Section 897(c) of the Code) is generally required to deduct and withhold a tax equal to fifteen percent (15%) of the amount realized by the transferor on the disposition of such interest;

WHEREAS, Section 897(c)(1)(A)(ii) of the Code provides that an interest in a domestic corporation constitutes a "United States real property interest" if such domestic corporation was a "United States real property holding corporation" (a "USRPHC") at any time during the shorter of (i) the period during which the transferor held such interest or (ii) the five-year period ending on the date of the disposition;

WHEREAS, Section 897(c)(2) of the Code provides that a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1)(A)(i) of the Code) equals or exceeds fifty percent (50%) of the sum of the fair market values of (A) its United States real property interests, (B) its interests in real property located outside the United States, and (C) any other of its assets which are used or held for use in a trade or business (the "USRPHC Test");

WHEREAS, Treasury Regulation § 1.1445-2(c)(3) provides that no withholding is required under Section 1445(a) of the Code if the transferor furnishes to the transferee a certification stating, under penalties of perjury, that the transferor is not a foreign person and is not a United States real property holding corporation, together with certain identifying information; and

WHEREAS, the Company desires to furnish this Certificate to the Buyer and Merger Sub to establish that no obligation to deduct and withhold tax under Section 1445(a) of the Code exists in connection with the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the payment of the merger consideration to the stockholders of the Company.

NOW, THEREFORE, the Company hereby certifies, represents, and warrants to the Buyer and Merger Sub as follows:

SECTION 1. CERTIFICATION OF NON-FOREIGN STATUS

The Company hereby certifies, under penalties of perjury, each of the following:

(a) The Company is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code and Treasury Regulation § 1.1445-2(b)(2). Without limitation of the foregoing, the Company is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.

(b) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated under the laws of the State of Delaware on September 14, 2015, and has continuously maintained its corporate existence and good standing since such date.

(c) The Company's United States employer identification number ("EIN"), as assigned by the Internal Revenue Service, is 82-3019478.

(d) The Company's principal office address is:

VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759

(e) The Company is, and at all times relevant hereto has been, a United States person within the meaning of Section 7701(a)(30) of the Code and is subject to United States federal income taxation on its worldwide income.

SECTION 2. CERTIFICATION OF NON-UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS

The Company hereby certifies, under penalties of perjury, each of the following:

(a) Non-USRPHC Status. The Company is not, and has not been at any time during the five-year period ending on the date hereof (or, if shorter, during the period in which any stockholder of the Company held its interest in the Company), a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and the Treasury Regulations promulgated thereunder.

(b) Application of USRPHC Test. As of the date hereof, the fair market value of the Company's United States real property interests (as defined in Section 897(c)(1)(A)(i) of the Code) does not equal or exceed fifty percent (50%) of the sum of the fair market values of (i) the Company's United States real property interests, (ii) the Company's interests in real property located outside the United States, and (iii) any other assets of the Company which are used or held for use in a trade or business. Accordingly, the Company does not satisfy the USRPHC Test and is not a USRPHC.

(c) Nature of Company Business and Asset Composition. The Company operates a cloud-based payments processing and merchant acquiring platform, providing payment facilitation, transaction processing, fraud detection, and related financial technology services to merchants, financial institutions, and enterprise customers across the United States, Canada, the European Union, and the United Kingdom. The Company's assets consist primarily of:

(i) intellectual property, including patents, patent applications, copyrights, trade secrets, proprietary algorithms, and related intangible assets;

(ii) technology infrastructure, including servers, networking equipment, and data center co-location arrangements (in each case, constituting personal property or leasehold interests, and not constituting United States real property interests);

(iii) internally developed and acquired software, including the Company's proprietary payments processing engine, merchant onboarding platform, fraud intelligence systems, and related applications;

(iv) cash and cash equivalents, including merchant settlement funds held in trust;

(v) accounts receivable and contract assets arising in the ordinary course of the Company's payments processing business;

(vi) goodwill and other intangible assets recognized in connection with the Company's prior acquisitions; and

(vii) other tangible and intangible personal property assets used or held for use in the Company's trade or business.

The Company does not own, directly or indirectly, any fee simple or other ownership interests in real property located in the United States. The Company's facilities in Austin, Texas; San Francisco, California; New York, New York; and Lisbon, Portugal are occupied pursuant to operating lease arrangements, none of which constitute United States real property interests within the meaning of Section 897(c)(1)(A)(i) of the Code.

(d) Total Asset Composition. Based upon the Company's audited consolidated financial statements for the fiscal year ended December 31, 2024, prepared in accordance with United States generally accepted accounting principles and audited by Severin Beck CPAs LLP, the Company's total consolidated assets were approximately $689.4 million. The composition of such assets is predominantly non-real-property in nature, consisting principally of the categories of assets described in Section 2(c) above. The fair market value of any United States real property interests held by the Company, if any, is de minimis relative to the Company's total asset base and does not approach the fifty percent (50%) threshold described in Section 897(c)(2) of the Code.

(e) Subsidiary Holdings — Look-Through Analysis. The Company has conducted a look-through analysis of the assets held by each of its direct and indirect subsidiaries in accordance with Treasury Regulation § 1.897-2(e) and the principles of Section 897(c)(2) of the Code. The Company's subsidiaries are:

(i) VeloPay Processing LLC, a Delaware limited liability company;

(ii) VeloPay Canada Inc., a corporation incorporated under the laws of the Province of Ontario, Canada;

(iii) VeloPay Europe, Unipessoal Lda., a private limited company organized under the laws of Portugal;

(iv) VeloPay Fraud intelligence Inc., a Delaware corporation; and

(v) PayStream Gateway LLC, a Delaware limited liability company.

None of the foregoing subsidiaries holds United States real property interests, the fair market value of which equals or exceeds fifty percent (50%) of the sum of the fair market values of such subsidiary's United States real property interests, interests in real property located outside the United States, and other assets used or held for use in a trade or business. Accordingly, the Company's interests in such subsidiaries do not constitute United States real property interests, and the inclusion of such interests in the Company's asset base does not cause the Company to be treated as a USRPHC on a consolidated or look-through basis under the applicable provisions of the Code and the Treasury Regulations.

SECTION 3. PURPOSE OF CERTIFICATE

(a) Sole Purpose. This Certificate is provided to the Buyer and Merger Sub solely for the purpose of satisfying the requirements of Treasury Regulation § 1.1445-2(c)(3) and establishing that no withholding obligation exists under Section 1445(a) of the Code in connection with the merger of Merger Sub with and into the Company (the "Merger") pursuant to the Merger Agreement.

(b) Description of the Merger. Pursuant to the Merger Agreement, and in accordance with Section 251 of the Delaware General Corporation Law (the "DGCL"), the Merger constitutes a reverse triangular merger in which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of HPE Fund IV. At the Effective Time (as defined in the Merger Agreement), the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation under the name "VeloPay Systems, Inc."

(c) Merger Consideration. At the Effective Time, each issued and outstanding share of the Company's common stock, par value $0.001 per share (including each other equity interest of the Company on a fully diluted, as-converted, and as-exercised basis, as applicable, and subject to the treatment of Company options, Company restricted stock units, and Company performance stock units as set forth in Article III of the Merger Agreement), shall be cancelled and converted automatically into the right to receive $20.00 per share in cash, without interest thereon (the "Per Share Merger Consideration").

(d) Aggregate Merger Consideration. Based on the fully diluted capitalization of the Company as of the date hereof, the aggregate merger consideration payable in connection with the Merger is approximately $1,900,000,000 (One Billion Nine Hundred Million Dollars) (the "Aggregate Merger Consideration"). This Certificate may be relied upon by the Buyer, Merger Sub, the paying agent appointed pursuant to the Merger Agreement, and their respective agents and representatives for the purpose of determining that no obligation to deduct and withhold tax under Section 1445(a) of the Code exists in connection with the payment of the Aggregate Merger Consideration or any component thereof to the stockholders and equity holders of the Company.

(e) No Limitation on Other Withholding Obligations. For the avoidance of doubt, nothing in this Certificate shall be construed as addressing, limiting, or modifying any obligation to deduct and withhold tax under any provision of the Code or the Treasury Regulations other than Section 1445(a) of the Code, including, without limitation, any obligation to deduct and withhold tax under Sections 1441, 1442, 1446, or 3402 of the Code, or any applicable state, local, or foreign tax withholding requirements.

SECTION 4. ACKNOWLEDGMENTS AND COVENANTS

(a) Disclosure to the Internal Revenue Service. The Company acknowledges that this Certificate may be disclosed to the Internal Revenue Service ("IRS") by the Buyer, Merger Sub, or any other person as permitted or required by applicable law, and that any false statement contained herein could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and Title 18 of the United States Code.

(b) Notification Obligation. The Company acknowledges its obligation under Treasury Regulation § 1.1445-2(c)(3)(ii) to provide notice to the IRS, at the address specified in such regulation, of the delivery of this Certificate if, as of the date of the relevant disposition (including, without limitation, the consummation of the Merger), this Certificate is false. The Company further acknowledges that any such notice must identify the interest transferred, state that the Certificate delivered to the transferee was false, and be delivered to the IRS by the date specified in Treasury Regulation § 1.1445-2(c)(3)(ii). The Company covenants to comply promptly and fully with such notification obligation in the event it becomes applicable.

(c) Authority. The undersigned officer of the Company has been duly authorized by all necessary corporate action of the Company's board of directors to execute and deliver this Certificate on behalf of the Company in connection with the Closing.

(d) Accuracy. The Company has made reasonable inquiry and has taken all steps necessary to confirm the accuracy and completeness of the certifications, representations, and warranties set forth in this Certificate. The Company confirms that, as of the date hereof, all such certifications, representations, and warranties are true, correct, and complete in all material respects.

SECTION 5. GOVERNING LAW

This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This governing law provision is consistent with Section 9.8 of the Merger Agreement.

SECTION 6. MISCELLANEOUS

(a) Counterparts. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Certificate by electronic transmission (including in portable document format (.pdf)) shall be effective as delivery of a manually executed counterpart.

(b) Entire Understanding. This Certificate is delivered solely in connection with the Merger Agreement and shall not modify, amend, or supersede any provision of the Merger Agreement or any ancillary document delivered in connection therewith.

(c) Successors. This Certificate shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Buyer, Merger Sub, and their respective successors and assigns.

[Signature Page Follows]

SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS AND NON-UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS

The undersigned, being the Chief Executive Officer of VeloPay Systems, Inc., hereby certifies, under penalties of perjury, that the statements contained in this Certificate are true, correct, and complete.

Executed as of July 22, 2025.

VELOPAY SYSTEMS, INC. a Delaware corporation

By: ________

Name: Nathan Aldridge

Title: Chief Executive Officer

Date: July 22, 2025

EIN: 82-3019478

Principal Office Address: 1455 Innovation Parkway, Suite 800 Austin, Texas 78759

PREPARATION NOTE — INTERNAL DRAFT MARKING To be removed upon execution.

This Certificate was prepared by Calderwood & Harkness LLP for execution by VeloPay Systems, Inc. in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc.

Prepared by: Leonard Cross, Specialist Partner, Tax Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Telephone: (212) 558-4000

Email: lcross@calderwoodharkness.com

Matter Number: 1003-00003

This draft is subject to attorney-client privilege and is circulated for review and comment purposes only. This document should not be executed in draft form. All draft markings, watermarks, and this preparation note are to be removed from the final execution copy.

CERTIFICATION OF NON-FOREIGN STATUS AND NON-UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS PURSUANT TO TREASURY REGULATION § 1.1445-2(c)(3)
Delivered in Connection with the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, Harrowgate Velocity Merger Sub Inc., a Delaware corporation, and VeloPay Systems, Inc., a Delaware corporation (the "Merger Agreement")
Date of Delivery: July 22, 2025 (Closing Date)
PRELIMINARY STATEMENT
VeloPay Systems, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), hereby delivers this Certification of Non-Foreign Status and Non-United States Real Property Holding Corporation Status (this "Certificate") to Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (the "Buyer" or "HPE Fund IV"), and Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer ("Merger Sub"), at the closing of the transactions contemplated by the Merger Agreement (the "Closing"), occurring on July 22, 2025, as a condition to Closing under Section 7.2(h) of the Merger Agreement.
This Certificate is delivered pursuant to, and in satisfaction of, the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulation § 1.1445-2(c)(3) promulgated thereunder. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
WHEREAS, under Section 1445(a) of the Code, a transferee of a "United States real property interest" (as defined in Section 897(c) of the Code) is generally required to deduct and withhold a tax equal to fifteen percent (15%) of the amount realized by the transferor on the disposition of such interest;
WHEREAS, Section 897(c)(1)(A)(ii) of the Code provides that an interest in a domestic corporation constitutes a "United States real property interest" if such domestic corporation was a "United States real property holding corporation" (a "USRPHC") at any time during the shorter of (i) the period during which the transferor held such interest or (ii) the five-year period ending on the date of the disposition;
WHEREAS, Section 897(c)(2) of the Code provides that a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1)(A)(i) of the Code) equals or exceeds fifty percent (50%) of the sum of the fair market values of (A) its United States real property interests, (B) its interests in real property located outside the United States, and (C) any other of its assets which are used or held for use in a trade or business (the "USRPHC Test");
WHEREAS, Treasury Regulation § 1.1445-2(c)(3) provides that no withholding is required under Section 1445(a) of the Code if the transferor furnishes to the transferee a certification stating, under penalties of perjury, that the transferor is not a foreign person and is not a United States real property holding corporation, together with certain identifying information; and
WHEREAS, the Company desires to furnish this Certificate to the Buyer and Merger Sub to establish that no obligation to deduct and withhold tax under Section 1445(a) of the Code exists in connection with the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the payment of the merger consideration to the stockholders of the Company.
NOW, THEREFORE, the Company hereby certifies, represents, and warrants to the Buyer and Merger Sub as follows:
SECTION 1. CERTIFICATION OF NON-FOREIGN STATUS
The Company hereby certifies, under penalties of perjury, each of the following:
(a) The Company is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code and Treasury Regulation § 1.1445-2(b)(2). Without limitation of the foregoing, the Company is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder.
(b) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated under the laws of the State of Delaware on September 14, 2015, and has continuously maintained its corporate existence and good standing since such date.
(c) The Company's United States employer identification number ("EIN"), as assigned by the Internal Revenue Service, is 82-3019478.
(d) The Company's principal office address is:
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
(e) The Company is, and at all times relevant hereto has been, a United States person within the meaning of Section 7701(a)(30) of the Code and is subject to United States federal income taxation on its worldwide income.
SECTION 2. CERTIFICATION OF NON-UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS
The Company hereby certifies, under penalties of perjury, each of the following:
(a) Non-USRPHC Status. The Company is not, and has not been at any time during the five-year period ending on the date hereof (or, if shorter, during the period in which any stockholder of the Company held its interest in the Company), a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and the Treasury Regulations promulgated thereunder.
(b) Application of USRPHC Test. As of the date hereof, the fair market value of the Company's United States real property interests (as defined in Section 897(c)(1)(A)(i) of the Code) does not equal or exceed fifty percent (50%) of the sum of the fair market values of (i) the Company's United States real property interests, (ii) the Company's interests in real property located outside the United States, and (iii) any other assets of the Company which are used or held for use in a trade or business. Accordingly, the Company does not satisfy the USRPHC Test and is not a USRPHC.
(c) Nature of Company Business and Asset Composition. The Company operates a cloud-based payments processing and merchant acquiring platform, providing payment facilitation, transaction processing, fraud detection, and related financial technology services to merchants, financial institutions, and enterprise customers across the United States, Canada, the European Union, and the United Kingdom. The Company's assets consist primarily of:
(i) intellectual property, including patents, patent applications, copyrights, trade secrets, proprietary algorithms, and related intangible assets;
(ii) technology infrastructure, including servers, networking equipment, and data center co-location arrangements (in each case, constituting personal property or leasehold interests, and not constituting United States real property interests);
(iii) internally developed and acquired software, including the Company's proprietary payments processing engine, merchant onboarding platform, fraud intelligence systems, and related applications;
(iv) cash and cash equivalents, including merchant settlement funds held in trust;
(v) accounts receivable and contract assets arising in the ordinary course of the Company's payments processing business;
(vi) goodwill and other intangible assets recognized in connection with the Company's prior acquisitions; and
(vii) other tangible and intangible personal property assets used or held for use in the Company's trade or business.
The Company does not own, directly or indirectly, any fee simple or other ownership interests in real property located in the United States. The Company's facilities in Austin, Texas; San Francisco, California; New York, New York; and Lisbon, Portugal are occupied pursuant to operating lease arrangements, none of which constitute United States real property interests within the meaning of Section 897(c)(1)(A)(i) of the Code.
(d) Total Asset Composition. Based upon the Company's audited consolidated financial statements for the fiscal year ended December 31, 2024, prepared in accordance with United States generally accepted accounting principles and audited by Severin Beck CPAs LLP, the Company's total consolidated assets were approximately $689.4 million. The composition of such assets is predominantly non-real-property in nature, consisting principally of the categories of assets described in Section 2(c) above. The fair market value of any United States real property interests held by the Company, if any, is de minimis relative to the Company's total asset base and does not approach the fifty percent (50%) threshold described in Section 897(c)(2) of the Code.
(e) Subsidiary Holdings — Look-Through Analysis. The Company has conducted a look-through analysis of the assets held by each of its direct and indirect subsidiaries in accordance with Treasury Regulation § 1.897-2(e) and the principles of Section 897(c)(2) of the Code. The Company's subsidiaries are:
(i) VeloPay Processing LLC, a Delaware limited liability company;
(ii) VeloPay Canada Inc., a corporation incorporated under the laws of the Province of Ontario, Canada;
(iii) VeloPay Europe, Unipessoal Lda., a private limited company organized under the laws of Portugal;
(iv) VeloPay Fraud intelligence Inc., a Delaware corporation; and
(v) PayStream Gateway LLC, a Delaware limited liability company.
None of the foregoing subsidiaries holds United States real property interests, the fair market value of which equals or exceeds fifty percent (50%) of the sum of the fair market values of such subsidiary's United States real property interests, interests in real property located outside the United States, and other assets used or held for use in a trade or business. Accordingly, the Company's interests in such subsidiaries do not constitute United States real property interests, and the inclusion of such interests in the Company's asset base does not cause the Company to be treated as a USRPHC on a consolidated or look-through basis under the applicable provisions of the Code and the Treasury Regulations.
SECTION 3. PURPOSE OF CERTIFICATE
(a) Sole Purpose. This Certificate is provided to the Buyer and Merger Sub solely for the purpose of satisfying the requirements of Treasury Regulation § 1.1445-2(c)(3) and establishing that no withholding obligation exists under Section 1445(a) of the Code in connection with the merger of Merger Sub with and into the Company (the "Merger") pursuant to the Merger Agreement.
(b) Description of the Merger. Pursuant to the Merger Agreement, and in accordance with Section 251 of the Delaware General Corporation Law (the "DGCL"), the Merger constitutes a reverse triangular merger in which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of HPE Fund IV. At the Effective Time (as defined in the Merger Agreement), the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation under the name "VeloPay Systems, Inc."
(c) Merger Consideration. At the Effective Time, each issued and outstanding share of the Company's common stock, par value $0.001 per share (including each other equity interest of the Company on a fully diluted, as-converted, and as-exercised basis, as applicable, and subject to the treatment of Company options, Company restricted stock units, and Company performance stock units as set forth in Article III of the Merger Agreement), shall be cancelled and converted automatically into the right to receive $20.00 per share in cash, without interest thereon (the "Per Share Merger Consideration").
(d) Aggregate Merger Consideration. Based on the fully diluted capitalization of the Company as of the date hereof, the aggregate merger consideration payable in connection with the Merger is approximately $1,900,000,000 (One Billion Nine Hundred Million Dollars) (the "Aggregate Merger Consideration"). This Certificate may be relied upon by the Buyer, Merger Sub, the paying agent appointed pursuant to the Merger Agreement, and their respective agents and representatives for the purpose of determining that no obligation to deduct and withhold tax under Section 1445(a) of the Code exists in connection with the payment of the Aggregate Merger Consideration or any component thereof to the stockholders and equity holders of the Company.
(e) No Limitation on Other Withholding Obligations. For the avoidance of doubt, nothing in this Certificate shall be construed as addressing, limiting, or modifying any obligation to deduct and withhold tax under any provision of the Code or the Treasury Regulations other than Section 1445(a) of the Code, including, without limitation, any obligation to deduct and withhold tax under Sections 1441, 1442, 1446, or 3402 of the Code, or any applicable state, local, or foreign tax withholding requirements.
SECTION 4. ACKNOWLEDGMENTS AND COVENANTS
(a) Disclosure to the Internal Revenue Service. The Company acknowledges that this Certificate may be disclosed to the Internal Revenue Service ("IRS") by the Buyer, Merger Sub, or any other person as permitted or required by applicable law, and that any false statement contained herein could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and Title 18 of the United States Code.
(b) Notification Obligation. The Company acknowledges its obligation under Treasury Regulation § 1.1445-2(c)(3)(ii) to provide notice to the IRS, at the address specified in such regulation, of the delivery of this Certificate if, as of the date of the relevant disposition (including, without limitation, the consummation of the Merger), this Certificate is false. The Company further acknowledges that any such notice must identify the interest transferred, state that the Certificate delivered to the transferee was false, and be delivered to the IRS by the date specified in Treasury Regulation § 1.1445-2(c)(3)(ii). The Company covenants to comply promptly and fully with such notification obligation in the event it becomes applicable.
(c) Authority. The undersigned officer of the Company has been duly authorized by all necessary corporate action of the Company's board of directors to execute and deliver this Certificate on behalf of the Company in connection with the Closing.
(d) Accuracy. The Company has made reasonable inquiry and has taken all steps necessary to confirm the accuracy and completeness of the certifications, representations, and warranties set forth in this Certificate. The Company confirms that, as of the date hereof, all such certifications, representations, and warranties are true, correct, and complete in all material respects.
SECTION 5. GOVERNING LAW
This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This governing law provision is consistent with Section 9.8 of the Merger Agreement.
SECTION 6. MISCELLANEOUS
(a) Counterparts. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Certificate by electronic transmission (including in portable document format (.pdf)) shall be effective as delivery of a manually executed counterpart.
(b) Entire Understanding. This Certificate is delivered solely in connection with the Merger Agreement and shall not modify, amend, or supersede any provision of the Merger Agreement or any ancillary document delivered in connection therewith.
(c) Successors. This Certificate shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Buyer, Merger Sub, and their respective successors and assigns.
[Signature Page Follows]
SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS AND NON-UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS
The undersigned, being the Chief Executive Officer of VeloPay Systems, Inc., hereby certifies, under penalties of perjury, that the statements contained in this Certificate are true, correct, and complete.
Executed as of July 22, 2025.
VELOPAY SYSTEMS, INC. a Delaware corporation
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Date: July 22, 2025
EIN: 82-3019478
Principal Office Address: 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
PREPARATION NOTE — INTERNAL DRAFT MARKING To be removed upon execution.
This Certificate was prepared by Calderwood & Harkness LLP for execution by VeloPay Systems, Inc. in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc.
Prepared by: Leonard Cross, Specialist Partner, Tax Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Telephone: (212) 558-4000
Email: lcross@calderwoodharkness.com
Matter Number: 1003-00003
This draft is subject to attorney-client privilege and is circulated for review and comment purposes only. This document should not be executed in draft form. All draft markings, watermarks, and this preparation note are to be removed from the final execution copy.

PRELIMINARY STATEMENT

SECTION 1. CERTIFICATION OF NON-FOREIGN STATUS

SECTION 3. PURPOSE OF CERTIFICATE

SECTION 4. ACKNOWLEDGMENTS AND COVENANTS

SECTION 5. GOVERNING LAW

SECTION 6. MISCELLANEOUS

EIN: 82-3019478

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