[sheet: Summary]

Field	Value
Transaction	Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP
Transaction Structure	Reverse triangular merger under DGCL § 251; Harrowgate Velocity Merger Sub Inc. merged with and into VeloPay Systems, Inc.; VeloPay surviving as wholly-owned subsidiary of HPE Fund IV
Aggregate Merger Consideration	$1,900,000,000
Per-Share Merger Consideration	$20.00 (fully diluted, as-converted basis)
Fully Diluted Shares	95,000,000
Signing Date	March 18, 2025
Closing Date	July 22, 2025
Certificate of Merger Filed	July 22, 2025 — Delaware Secretary of State
VeloPay Delaware File Number	5748392
Merger Sub Delaware File Number	7291034
Survival Period	18 months from closing
Survival Period Expiration	January 22, 2027
Escrow Amount	$133,000,000 (7% of deal value)
Escrow Agent	Garrison Trust Company (Valerie Drummond, VP, Corporate Trust)
Escrow Agreement Reference	GT-ESC-2025-07223
Indemnification Cap	$228,000,000 (12% of deal value)
Stockholder Representative	Nathan Aldridge
Paying Agent	Keystone Pacific Transfer Services Inc. (Linda Matsumoto, VP, Corporate Actions)
R&W Insurance Carrier	Oakbridge Omnivrel Insurance Group — Policy No. OFI-RW-2025-03187
R&W Policy Limit	$190,000,000
R&W Policy Retention	$19,000,000 (first $9,500,000 borne by Seller via indemnification; balance by Buyer)
D&O Tail Insurance Carrier	Continental Shield Insurance Company — Policy No. CSI-DOT-2025-4821
D&O Tail Term	6 years from closing (through July 22, 2031)
Buyer's Counsel	Calderwood & Harkness LLP — Matter No. 1003-00003

Responsible Partner	Sandra Tung
Lead Associate	Megan Chu
Working Associate	Derek Okonkwo
Target's Counsel	Whitford Jessup & Crane LLP (Rebecca Thornton-Hayes)
Lender Counsel	Maplewood & Strauss LLP (Gordon Strauss)
Administrative Agent (Term Loan)	Tralvendo National Bank (Andrew Birchfield)
Administrative Agent (Revolver)	Prairie State Bank, N.A. (Monica Fuentes)
HPE Fund IV Client Contacts	Priya Deshmukh (Managing Partner, Fund IV); Thomas Eriksen (Partner, Head of FinTech)
Tracker Prepared By	Megan Chu / Derek Okonkwo, Calderwood & Harkness LLP
Tracker Last Updated	July 22, 2025

[sheet: Escrow Administration]

Item #	Milestone / Obligation	Escrow Agreement Section	Amount	Trigger Date	Deadline	Responsible Party	Status	Notes / Conditions
1	Initial escrow deposit of merger consideration into indemnification escrow account	Section 2.1	$133,000,000	July 22, 2025	July 22, 2025	HPE Fund IV / Garrison Trust Company	Complete	Funds deposited at closing per joint instruction letter dated July 21, 2025; Ref. GT-ESC-2025-07223
2	Confirm receipt of escrow deposit and escrow account establishment confirmation from Garrison Trust Company	Section 2.2	$133,000,000	July 22, 2025	July 25, 2025	Derek Okonkwo / Valerie Drummond	Complete	Written confirmation received from Garrison Trust Company on July 23, 2025
3	First escrow release — 50% of escrow amount released pro rata to Stockholder Representative (less pending claims)	Section 5.1	$66,500,000	July 22, 2026	July 22, 2026	HPE Fund IV / Nathan Aldridge (Stockholder Representative) / Garrison Trust Company	Not Started	Joint instruction letter to be delivered to Garrison Trust Company at least 5 business days prior to release date; release reduced by amount of any pending indemnification claims
4	Calendar reminder: prepare 12-month escrow release joint instruction letter	N/A	N/A	July 10, 2026	July 17, 2026	Megan Chu	Not Started	Draft letter for HPE Fund IV and Stockholder Representative signatures; verify no pending claims with HPE Fund IV
5	Second (final) escrow release — remainder of escrow released to Stockholder Representative (less pending claims)	Section 5.2	Remainder (up to $66,500,000)	January 22, 2027	January 22, 2027	HPE Fund IV / Nathan Aldridge / Garrison Trust Company	Not Started	Release coincides with expiration of 18-month survival period; amount reduced by pending indemnification claims, if any
6	Calendar reminder: prepare 18-month escrow release joint instruction letter	N/A	N/A	January 8, 2027	January 17, 2027	Megan Chu	Not Started	Final release; confirm resolution of all pending claims or withhold disputed amounts
7	Monitor and track escrow account interest/investment income allocation	Section 4	Variable	Ongoing	Each release date	Derek Okonkwo / Garrison Trust Company	Not Started	Interest accrued per escrow agreement terms; allocated in accordance with Section 4 of escrow agreement
8	Escrow fee payment — annual escrow agent fee to Garrison Trust Company	Section 6	$35,000 per annum	Annually on anniversary of closing	July 22 of each year during escrow term	HPE Fund IV	Not Started	Escrow agent fee borne by Buyer per escrow agreement; first annual fee paid at closing
9	Quarterly escrow account statement review	Section 3.2	N/A	Quarterly	Within 15 business days after each calendar quarter end	Derek Okonkwo / Garrison Trust Company	Not Started	Garrison Trust Company to provide quarterly account statements; review for accuracy and reconcile against claims log
10	Escrow investment direction — confirm investment of escrow funds per permitted investments	Section 3.1	$133,000,000	July 22, 2025	August 1, 2025	HPE Fund IV / Nathan Aldridge / Garrison Trust Company	In Progress	Joint investment direction letter to be delivered per Section 3.1; funds invested in short-term U.S. Treasury obligations or money market funds
11	Final escrow account termination and closing of escrow	Section 7	N/A	Post-January 22, 2027	30 days after final release	Garrison Trust Company	Not Started	Account to be closed after all funds disbursed and all claims resolved
12	Tax reporting — escrow interest income Form 1099 coordination	Section 4.3	Variable	Annual (January of each year)	January 31 of following year	Derek Okonkwo / Leonard Cross / Garrison Trust Company	Not Started	Coordinate with Leonard Cross on tax reporting for escrow interest income; allocate per Section 4 terms

[sheet: Indemnification Claims]

Item #	Obligation / Procedure	Merger Agreement Section	Key Amount / Threshold	Trigger / Deadline	Responsible Party	Status	Notes
1	Survival period for representations and warranties	Article IX	$228,000,000 cap	Expires January 22, 2027 (18 months from closing)	Calderwood & Harkness / HPE Fund IV	Active — Monitoring	All rep & warranty claims must be asserted prior to January 22, 2027; indemnification cap is 12% of $1,900,000,000 = $228,000,000
2	Indemnification claim notice procedures — Buyer claims against escrow	Section 9.3	Per claim	Written notice to Stockholder Representative and Garrison Trust Company within 30 days of becoming aware of claim	HPE Fund IV / Calderwood & Harkness	Active — Standing Procedure	Claims must specify nature, basis, and estimated amount; delivered to Nathan Aldridge as Stockholder Representative
3	Third-party claim defense and cooperation procedures	Section 9.4	N/A	Upon receipt of third-party claim	HPE Fund IV / Nathan Aldridge	Active — Standing Procedure	Buyer must notify Stockholder Representative within 15 business days; Stockholder Representative has right to assume defense of qualifying third-party claims
4	R&W insurance claim coordination — notify Oakbridge Omnivrel Insurance Group of any covered claim	R&W Policy — OFI-RW-2025-03187	$190,000,000 policy limit; $19,000,000 retention	Prompt notice upon discovery of potential claim	Calderwood & Harkness / HPE Fund IV	Active — Standing Procedure	First $9,500,000 of retention borne by Seller (via indemnification/escrow); next $9,500,000 borne by Buyer; claims above retention covered by policy up to $190,000,000 limit
5	Maintain claim log: track all potential and asserted indemnification claims	N/A	N/A	Ongoing through January 22, 2027	Megan Chu / Derek Okonkwo	Active	Log to include claim date, description, amount, response from Stockholder Representative, resolution status
6	Monitor for fundamental representation survival (if longer than general reps)	Article IX	N/A	Per Merger Agreement terms	Calderwood & Harkness	Active — Monitoring	Verify whether fundamental reps (organization, authority, capitalization, tax, ERISA) have extended survival periods beyond 18 months; calendar accordingly
7	Mini-basket / de minimis threshold monitoring	Section 9.2(b)	$1,900,000 de minimis; $9,500,000 basket	Per claim submission	Megan Chu	Active — Standing Procedure	Individual claims below $1,900,000 (0.1% of deal value) do not count toward basket; claims aggregating above $9,500,000 basket (0.5% of deal value) trigger indemnification from dollar one
8	Coordinate with Whitford Jessup & Crane on disputed claims	Section 9.5	N/A	As needed	Sandra Tung / Rebecca Thornton-Hayes	Active — Standing Procedure	Dispute resolution procedures per Merger Agreement; escalation to arbitration if unresolved within specified period
9	Special indemnification — tax matters (survival through statute of limitations)	Section 9.1(b)	Subject to overall cap	60 days after expiration of applicable statute of limitations	Leonard Cross / Calderwood & Harkness	Active — Monitoring	Tax representations survive for 60 days beyond applicable statute of limitations; not subject to 18-month general survival period
10	Fraud / willful breach carve-out — no cap or survival limitation	Section 9.2(d)	Unlimited	No time limitation	Calderwood & Harkness / HPE Fund IV	Active — Standing Procedure	Claims based on fraud or willful breach not subject to indemnification cap, survival period, or basket thresholds
11	Final indemnification claim deadline — last day to assert claims under general representations	Article IX	N/A	January 22, 2027	HPE Fund IV / Calderwood & Harkness	Not Started	No claims may be asserted for breach of general representations after this date; pending claims survive
12	Post-survival period claim resolution — resolve any pending claims after survival expiration	Section 9.6	Per pending claims	Post-January 22, 2027	Sandra Tung / Nathan Aldridge	Not Started	Claims timely asserted before survival expiration remain open until resolved; escrow funds withheld for pending claims

[sheet: Surviving Covenants]

Item #	Covenant / Obligation	Agreement / Source Document	Obligated Party	Duration / Expiration	Key Terms	Responsible Attorney	Status	Notes
1	Non-Competition — Nathan Aldridge	Non-Competition and Non-Solicitation Agreement (Aldridge)	Nathan Aldridge	3 years from closing (through July 22, 2028)	Restriction on competition in payments processing and merchant acquiring industry; non-solicitation of employees and customers	Megan Chu	Active	Monitor compliance; 3-year restrictive covenant
2	Non-Competition — Sonia Reyes-Watkins	Non-Competition and Non-Solicitation Agreement (Reyes-Watkins)	Sonia Reyes-Watkins	3 years from closing (through July 22, 2028)	Restriction on competition in payments processing and merchant acquiring industry; non-solicitation of employees and customers	Megan Chu	Active	Monitor compliance; 3-year restrictive covenant
3	Rollover equity vesting — Aldridge and Reyes-Watkins co-invest vehicle	Rollover Agreement	Harrowgate Velocity Co-Invest LP / Aldridge ($14,200,000) / Reyes-Watkins ($9,700,000)	Per co-invest vehicle terms	Total rollover: $23,900,000 reinvested into Harrowgate Velocity Co-Invest LP	Leonard Cross / Megan Chu	Active	Coordinate with Harrowgate Capital Management IV LLC (GP of co-invest vehicle)
4	Replacement equity awards — unvested option conversions vesting over 24 months	Merger Agreement, Section 3.5	HPE Fund IV / Surviving Corporation	24 months from closing (through July 22, 2027)	50% of unvested VeloPay stock options converted to HPE Fund IV replacement awards; vesting schedule over 24 months post-closing	Megan Chu	Active	Track vesting milestones; coordinate with VeloPay HR/equity plan administrator
5	D&O tail insurance maintenance	Merger Agreement, Section 6.7; D&O Tail Policy CSI-DOT-2025-4821	Surviving Corporation / HPE Fund IV	6 years from closing (through July 22, 2031)	Continental Shield Insurance Company; premium of $2,150,000 paid; covers pre-closing VeloPay directors and officers	Derek Okonkwo	Complete (policy placed)	Premium paid at closing; no further action unless claim arises; broker: Greystone Risk Advisors LLC (Stephen Hargrave)
6	Tax indemnification and cooperation covenants	Merger Agreement, Section 6.10	Surviving Corporation / Stockholder Representative	Per statute of limitations	Post-closing tax cooperation; filing of pre-closing tax returns; Section 338(h)(10) election coordination (if applicable)	Leonard Cross	Active	Coordinate with Ellen Fairchild (Whitford Jessup & Crane) on pre-closing VeloPay tax returns
7	Confidentiality obligations survive closing	Merger Agreement, Section 6.12; Mutual NDA (Oct. 14, 2024)	All parties	Indefinite / per agreement terms	Certain confidentiality obligations survive termination or closing	Derek Okonkwo	Active	Standard monitoring
8	Employee benefit plan transition obligations	Merger Agreement, Section 6.8	Surviving Corporation / HPE Fund IV	12 months from closing (through July 22, 2026)	Obligation to maintain comparable employee benefits for 12 months post-closing for continuing employees (~1,340 employees across Austin, Denver, Toronto, Lisbon)	Megan Chu	Active	Coordinate with VeloPay HR; ERISA compliance monitoring
9	Credit Agreement reporting covenants — financial reporting to lenders	Credit Agreement (July 22, 2025)	VeloPay Systems, Inc. (as Borrower)	Ongoing during term of facilities	Quarterly and annual financial reporting to Tralvendo National Bank and Prairie State Bank, N.A.; compliance certificates	Derek Okonkwo	Active	Term Loan: $500,000,000 (7-year, SOFR + 375 bps); Revolver: $260,000,000 (5-year, SOFR + 325 bps); revolver draw at closing: $254,700,000
10	Guarantee and Collateral Agreement — subsidiary guarantee compliance	Guarantee and Collateral Agreement (July 22, 2025)	VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC	Ongoing during term of facilities	Domestic subsidiaries guaranteeing obligations; pledge of substantially all assets	Derek Okonkwo	Active	Monitor for new subsidiary formation requiring joinder to guarantee
11	Books and records access — Stockholder Representative access to pre-closing records	Merger Agreement, Section 6.4	Surviving Corporation	6 years from closing (through July 22, 2031)	Stockholder Representative and former stockholders entitled to reasonable access to pre-closing books and records for tax, litigation, and other purposes	Derek Okonkwo	Active	Coordinate with Danielle Moreau for any access requests
12	Credit Agreement negative covenants — restricted payments, indebtedness, investments	Credit Agreement, Article VII	VeloPay Systems, Inc. (as Borrower)	Ongoing during term of facilities	Restrictions on dividends, additional debt, investments, asset sales, liens; financial maintenance covenants include maximum Total Net Leverage Ratio of 6.0x stepping down to 4.5x	Derek Okonkwo	Active	First compliance certificate due for Q3 2025; coordinate with Marcus Langford (CFO)
13	Stockholder Representative expense fund administration	Merger Agreement, Section 10.2	Nathan Aldridge (Stockholder Representative)	Until expense fund exhausted or survival period ends	$2,500,000 withheld from merger consideration for Stockholder Representative expenses; unused portion returned to stockholders	Megan Chu	Active	Expense fund held separately from escrow; Stockholder Representative to provide periodic accountings
14	Public company deregistration — SEC filings and NASDAQ delisting	Merger Agreement, Section 6.14	Surviving Corporation	Within 90 days of closing	File Form 15 to deregister VeloPay common stock under Securities Exchange Act of 1934; coordinate NASDAQ delisting	Megan Chu	In Progress	Form 15 to be filed promptly; VeloPay ticker VPY to be delisted from NASDAQ

[sheet: Regulatory & Licensing]

Item #	Regulatory Obligation	Jurisdiction / Regulator	Filing / Notification Type	Deadline	Responsible Party	Status	Notes
1	Post-closing notification to state money transmitter regulators (states requiring post-closing notice only)	Multiple states (subset of 31 states requiring change-of-control approval/notification)	Post-closing change-of-control notification	30–90 days post-closing (varies by state)	Megan Chu / VeloPay compliance team	In Progress	VeloPay holds money transmitter licenses in 47 states plus Washington, D.C.; 31 states required change-of-control approval/notification; pre-closing approvals completed July 18, 2025; verify any states requiring post-closing confirmation filings
2	Investment Canada Act — post-closing compliance (if any ongoing reporting)	Innovation, Science and Economic Development Canada	Post-closing report (if required)	Per ICA terms	Derek Okonkwo / Canadian counsel	Complete	ICA notification filed May 1, 2025; clearance received June 3, 2025; confirm no ongoing reporting obligations for VeloPay Canada Inc.
3	HSR Act — post-closing compliance	DOJ / FTC	N/A (no ongoing filing required)	N/A	Howard Bellamy	Complete	HSR filed April 2, 2025; Second Request issued May 8, 2025; compliance certified June 27, 2025; clearance July 15, 2025; HSR Transaction No. 25-0198374
4	Portuguese regulatory notifications for VeloPay Europe, Unipessoal Lda.	Portuguese authorities	Change-of-control notification (if applicable)	Per local requirements	Derek Okonkwo / local counsel	In Progress	VeloPay Europe operates R&D and European operations out of Lisbon; verify any required filings with Banco de Portugal or other authorities
5	PCI-DSS compliance — ongoing certification maintenance	Payment Card Industry Data Security Standard	Annual compliance certification	Annual (next due per VeloPay's existing schedule)	VeloPay compliance team	Active — Monitoring	HPE Fund IV to ensure continued PCI-DSS compliance post-acquisition; Level 1 Service Provider certification
6	Update beneficial ownership filings with FinCEN / state regulators reflecting new ownership	FinCEN / various states	Beneficial ownership update	Within 30 days of closing (August 21, 2025)	Megan Chu / VeloPay legal	In Progress	Update to reflect HPE Fund IV as ultimate beneficial owner of VeloPay and subsidiaries
7	File amended annual reports / foreign qualification filings reflecting new ownership as needed	Various state Secretaries of State	Annual report amendments	Per state filing deadlines	Derek Okonkwo	Not Started	VeloPay and subsidiaries (VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC) — update registered agent information if needed
8	Certificate of Merger filed with Delaware Secretary of State	Delaware Secretary of State	Certificate of Merger (DGCL § 251)	July 22, 2025	Megan Chu	Complete	Filed and effective July 22, 2025; VeloPay Delaware File No. 5748392; Merger Sub Delaware File No. 7291034
9	Canadian regulatory notifications — VeloPay Canada Inc. change of control	FINTRAC / provincial regulators	Change-of-control notification	30 days post-closing	Derek Okonkwo / Canadian counsel	In Progress	VeloPay Canada Inc. is a registered money services business with FINTRAC; update registration to reflect new beneficial ownership
10	CFPB supervised entity status — confirm ongoing compliance obligations	Consumer Financial Protection Bureau	Ongoing supervisory compliance	Ongoing	VeloPay compliance team / Megan Chu	Active — Monitoring	VeloPay may be subject to CFPB supervision as larger participant in consumer payments; confirm status and any notification obligations
11	State-level business entity filings — short-form merger certificates in applicable states	Various state Secretaries of State (states where Merger Sub was qualified)	Certificate of merger / withdrawal filings	60 days post-closing	Derek Okonkwo	In Progress	File certificates of merger in states where Merger Sub held foreign qualifications; withdraw Merger Sub qualifications

[sheet: Integration Deliverables]

Item #	Integration Task	Category	Description	Counterparty / Entity	Deadline / Target Date	Responsible Party	Status	Priority	Notes
1	Entity rationalization plan — VeloPay subsidiary structure assessment	Entity	Evaluate whether to consolidate, dissolve, or restructure VeloPay subsidiaries (VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., PayStream Gateway LLC)	VeloPay subsidiaries	Q4 2025	Megan Chu / Leonard Cross	Not Started	Medium	Coordinate with HPE Fund IV (Thomas Eriksen) on desired post-acquisition entity structure; tax analysis required (Leonard Cross)
2	Change-of-control contract consents — remaining consents not obtained pre-closing	Contracts	Obtain change-of-control consents from material customer contracts where consent was not obtained prior to closing; 14 material customer contracts were identified requiring consent or notification	Various VeloPay customers	October 20, 2025	Derek Okonkwo / VeloPay legal (Danielle Moreau)	In Progress	High	Track each contract individually; some consents obtained pre-closing; remaining require post-closing follow-up; risk of termination right if consent not obtained
3	Contract novation — assignment of key vendor and technology license agreements to reflect new ownership	Contracts	Identify contracts requiring novation or formal assignment acknowledgment and execute as needed	Various vendors / licensors	Q4 2025	Derek Okonkwo	Not Started	Medium	Review material contracts summary for assignment provisions
4	IP assignment confirmations — verify all VeloPay IP properly assigned to correct entity post-merger	IP	Confirm all patents, trademarks, trade secrets, and domain names are properly held or assigned to VeloPay Systems, Inc. or appropriate subsidiaries; particular focus on PayStream Gateway LLC IP (acquired 2021 for $45,000,000)	VeloPay / PayStream Gateway LLC	Q3 2025	Derek Okonkwo	Not Started	High	Review IP due diligence memo findings; confirm patent and trademark assignment records; update USPTO records if needed
5	Employment transition — executive employment agreements	Employment	Finalize post-closing employment arrangements for Nathan Aldridge (CEO), Sonia Reyes-Watkins (CTO), Marcus Langford (CFO), and Danielle Moreau (GC); coordinate with non-compete agreements already in place	Key VeloPay executives	August 2025	Megan Chu	In Progress	High	Aldridge and Reyes-Watkins have executed non-compete agreements (3-year terms); both have rollover equity in Harrowgate Velocity Co-Invest LP; Langford holds 1.3% equity; Moreau holds 0.6% equity
6	280G shareholder vote safe harbor — confirm completion and documentation	Employment	Verify that Section 280G parachute payment mitigation steps are documented and completed	VeloPay executives	Completed at closing	Leonard Cross	Complete	High	Section 280G analysis prepared pre-closing; confirm all waivers and consents obtained
7	Replacement equity award program administration	Employment	Set up HPE Fund IV replacement award vesting administration for converted unvested options (50% converted, vesting over 24 months)	VeloPay option holders	August 2025	Megan Chu / HPE Fund IV	In Progress	High	7,600,000 stock options outstanding pre-merger (weighted avg. exercise price $12.84); 50% of unvested options converted to replacement awards
8	RSU acceleration confirmation and payment	Employment	Confirm all unvested RSUs (3,200,000 shares) were accelerated and converted to cash at $20.00/share at closing; total RSU payout = $64,000,000	VeloPay RSU holders	July 22, 2025	Megan Chu / Keystone Pacific Transfer Services	Complete	High	Verify payments disbursed via paying agent; 3,200,000 × $20.00 = $64,000,000
9	Warrant cancellation and cash-out confirmation	Employment	Confirm all warrants (1,800,000 shares at $8.50 exercise price) cancelled and converted to cash ($20.00 − $8.50 = $11.50 per warrant; total $20,700,000)	Warrant holders	July 22, 2025	Megan Chu / Keystone Pacific Transfer Services	Complete	High	Verify all payments processed; 1,800,000 × $11.50 = $20,700,000
10	FIRPTA withholding — complete W-9 collection and verify withholding on non-U.S. holders	Other	Finalize Form W-9 collection from stockholders; ensure proper FIRPTA withholding applied to payments to non-U.S. holders of VeloPay stock	Non-U.S. VeloPay stockholders	October 20, 2025	Leonard Cross / Keystone Pacific Transfer Services (Linda Matsumoto)	In Progress	Medium	FIRPTA certificate delivered by VeloPay at closing confirming VeloPay is not a USRPHC; verify withholding compliance for non-U.S. holders
11	Payoff confirmation — Meridian Commercial Credit Corp. lien releases	Other	Confirm receipt of UCC termination statements and lien releases from Meridian Commercial Credit Corp. following payoff of $113,230,000 ($112,000,000 principal + ~$1,230,000 accrued interest)	Meridian Commercial Credit Corp. (Brian Castellano)	August 22, 2025	Derek Okonkwo	In Progress	High	Payoff letter dated July 18, 2025; wire sent July 22, 2025; confirm receipt and file UCC-3 termination statements
12	Letter of transmittal processing — track stockholder submissions and consideration disbursement	Other	Monitor submission of letters of transmittal by VeloPay stockholders and disbursement of per-share merger consideration ($20.00) by Keystone Pacific Transfer Services Inc.	VeloPay stockholders / Keystone Pacific Transfer Services	Ongoing (180-day deadline for stale checks per paying agent agreement)	Derek Okonkwo / Linda Matsumoto	In Progress	Medium	Per-share merger consideration: $20.00; paying agent holds undisbursed funds
13	VeloPay board composition — reconstitute board of surviving corporation	Entity	Confirm reconstitution of VeloPay board of directors post-merger per Amended and Restated Certificate of Incorporation and Bylaws adopted at closing	VeloPay Systems, Inc. (Surviving Corporation)	July 22, 2025	Megan Chu	Complete	Medium	Pre-closing independent directors (Janet Gould, Philip Rosenthal) and investor representatives (Kwame Asante, Catherine Lindström) replaced per HPE Fund IV direction
14	Insurance coverage transition — verify all ongoing insurance policies updated for new ownership	Other	Coordinate with VeloPay risk management to update general liability, cyber, E&O, and other insurance policies to reflect HPE Fund IV ownership	VeloPay / insurance brokers	October 20, 2025	Derek Okonkwo	Not Started	Medium	R&W policy (OFI-RW-2025-03187) in effect for claims period; D&O tail (CSI-DOT-2025-4821) covers pre-closing D&Os for 6 years
15	Bank account signatories and treasury management updates	Other	Update bank account signatories and authorized persons for VeloPay and subsidiaries to reflect new management and HPE Fund IV designated personnel	VeloPay operating bank accounts	August 2025	Derek Okonkwo / Marcus Langford	In Progress	High	Coordinate with VeloPay CFO on all operating account changes; include subsidiary accounts
16	Data room preservation — archive virtual data room contents	Other	Download and archive all VeloPay deal data room contents for post-closing reference; preserve diligence materials	Calderwood & Harkness / Thackeray Solutions (data room provider)	August 15, 2025	Derek Okonkwo	In Progress	Medium	Data room access typically expires 30–60 days post-closing; ensure complete archive downloaded and stored on Calderwood & Harkness secure servers
17	Closing binder compilation	Other	Compile and distribute final executed closing binder containing all transaction documents, ancillary agreements, closing deliverables, and officer certificates	All parties	August 31, 2025	Derek Okonkwo	In Progress	Medium	Distribute to HPE Fund IV, VeloPay (surviving corporation), Stockholder Representative, and Calderwood & Harkness internal records

[sheet: Summary]
Field | Value
Transaction | Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP
Transaction Structure | Reverse triangular merger under DGCL § 251; Harrowgate Velocity Merger Sub Inc. merged with and into VeloPay Systems, Inc.; VeloPay surviving as wholly-owned subsidiary of HPE Fund IV
Aggregate Merger Consideration | $1,900,000,000
Per-Share Merger Consideration | $20.00 (fully diluted, as-converted basis)
Fully Diluted Shares | 95,000,000
Signing Date | March 18, 2025
Closing Date | July 22, 2025
Certificate of Merger Filed | July 22, 2025 — Delaware Secretary of State
VeloPay Delaware File Number | 5748392
Merger Sub Delaware File Number | 7291034
Survival Period | 18 months from closing
Survival Period Expiration | January 22, 2027
Escrow Amount | $133,000,000 (7% of deal value)
Escrow Agent | Garrison Trust Company (Valerie Drummond, VP, Corporate Trust)
Escrow Agreement Reference | GT-ESC-2025-07223
Indemnification Cap | $228,000,000 (12% of deal value)
Stockholder Representative | Nathan Aldridge
Paying Agent | Keystone Pacific Transfer Services Inc. (Linda Matsumoto, VP, Corporate Actions)
R&W Insurance Carrier | Oakbridge Omnivrel Insurance Group — Policy No. OFI-RW-2025-03187
R&W Policy Limit | $190,000,000
R&W Policy Retention | $19,000,000 (first $9,500,000 borne by Seller via indemnification; balance by Buyer)
D&O Tail Insurance Carrier | Continental Shield Insurance Company — Policy No. CSI-DOT-2025-4821
D&O Tail Term | 6 years from closing (through July 22, 2031)
Buyer's Counsel | Calderwood & Harkness LLP — Matter No. 1003-00003
Responsible Partner | Sandra Tung
Lead Associate | Megan Chu
Working Associate | Derek Okonkwo
Target's Counsel | Whitford Jessup & Crane LLP (Rebecca Thornton-Hayes)
Lender Counsel | Maplewood & Strauss LLP (Gordon Strauss)
Administrative Agent (Term Loan) | Tralvendo National Bank (Andrew Birchfield)
Administrative Agent (Revolver) | Prairie State Bank, N.A. (Monica Fuentes)
HPE Fund IV Client Contacts | Priya Deshmukh (Managing Partner, Fund IV); Thomas Eriksen (Partner, Head of FinTech)
Tracker Prepared By | Megan Chu / Derek Okonkwo, Calderwood & Harkness LLP
Tracker Last Updated | July 22, 2025
[sheet: Escrow Administration]
Item # | Milestone / Obligation | Escrow Agreement Section | Amount | Trigger Date | Deadline | Responsible Party | Status | Notes / Conditions
1 | Initial escrow deposit of merger consideration into indemnification escrow account | Section 2.1 | $133,000,000 | July 22, 2025 | July 22, 2025 | HPE Fund IV / Garrison Trust Company | Complete | Funds deposited at closing per joint instruction letter dated July 21, 2025; Ref. GT-ESC-2025-07223
2 | Confirm receipt of escrow deposit and escrow account establishment confirmation from Garrison Trust Company | Section 2.2 | $133,000,000 | July 22, 2025 | July 25, 2025 | Derek Okonkwo / Valerie Drummond | Complete | Written confirmation received from Garrison Trust Company on July 23, 2025
3 | First escrow release — 50% of escrow amount released pro rata to Stockholder Representative (less pending claims) | Section 5.1 | $66,500,000 | July 22, 2026 | July 22, 2026 | HPE Fund IV / Nathan Aldridge (Stockholder Representative) / Garrison Trust Company | Not Started | Joint instruction letter to be delivered to Garrison Trust Company at least 5 business days prior to release date; release reduced by amount of any pending indemnification claims
4 | Calendar reminder: prepare 12-month escrow release joint instruction letter | N/A | N/A | July 10, 2026 | July 17, 2026 | Megan Chu | Not Started | Draft letter for HPE Fund IV and Stockholder Representative signatures; verify no pending claims with HPE Fund IV
5 | Second (final) escrow release — remainder of escrow released to Stockholder Representative (less pending claims) | Section 5.2 | Remainder (up to $66,500,000) | January 22, 2027 | January 22, 2027 | HPE Fund IV / Nathan Aldridge / Garrison Trust Company | Not Started | Release coincides with expiration of 18-month survival period; amount reduced by pending indemnification claims, if any
6 | Calendar reminder: prepare 18-month escrow release joint instruction letter | N/A | N/A | January 8, 2027 | January 17, 2027 | Megan Chu | Not Started | Final release; confirm resolution of all pending claims or withhold disputed amounts
7 | Monitor and track escrow account interest/investment income allocation | Section 4 | Variable | Ongoing | Each release date | Derek Okonkwo / Garrison Trust Company | Not Started | Interest accrued per escrow agreement terms; allocated in accordance with Section 4 of escrow agreement
8 | Escrow fee payment — annual escrow agent fee to Garrison Trust Company | Section 6 | $35,000 per annum | Annually on anniversary of closing | July 22 of each year during escrow term | HPE Fund IV | Not Started | Escrow agent fee borne by Buyer per escrow agreement; first annual fee paid at closing
9 | Quarterly escrow account statement review | Section 3.2 | N/A | Quarterly | Within 15 business days after each calendar quarter end | Derek Okonkwo / Garrison Trust Company | Not Started | Garrison Trust Company to provide quarterly account statements; review for accuracy and reconcile against claims log
10 | Escrow investment direction — confirm investment of escrow funds per permitted investments | Section 3.1 | $133,000,000 | July 22, 2025 | August 1, 2025 | HPE Fund IV / Nathan Aldridge / Garrison Trust Company | In Progress | Joint investment direction letter to be delivered per Section 3.1; funds invested in short-term U.S. Treasury obligations or money market funds
11 | Final escrow account termination and closing of escrow | Section 7 | N/A | Post-January 22, 2027 | 30 days after final release | Garrison Trust Company | Not Started | Account to be closed after all funds disbursed and all claims resolved
12 | Tax reporting — escrow interest income Form 1099 coordination | Section 4.3 | Variable | Annual (January of each year) | January 31 of following year | Derek Okonkwo / Leonard Cross / Garrison Trust Company | Not Started | Coordinate with Leonard Cross on tax reporting for escrow interest income; allocate per Section 4 terms
[sheet: Indemnification Claims]
Item # | Obligation / Procedure | Merger Agreement Section | Key Amount / Threshold | Trigger / Deadline | Responsible Party | Status | Notes
1 | Survival period for representations and warranties | Article IX | $228,000,000 cap | Expires January 22, 2027 (18 months from closing) | Calderwood & Harkness / HPE Fund IV | Active — Monitoring | All rep & warranty claims must be asserted prior to January 22, 2027; indemnification cap is 12% of $1,900,000,000 = $228,000,000
2 | Indemnification claim notice procedures — Buyer claims against escrow | Section 9.3 | Per claim | Written notice to Stockholder Representative and Garrison Trust Company within 30 days of becoming aware of claim | HPE Fund IV / Calderwood & Harkness | Active — Standing Procedure | Claims must specify nature, basis, and estimated amount; delivered to Nathan Aldridge as Stockholder Representative
3 | Third-party claim defense and cooperation procedures | Section 9.4 | N/A | Upon receipt of third-party claim | HPE Fund IV / Nathan Aldridge | Active — Standing Procedure | Buyer must notify Stockholder Representative within 15 business days; Stockholder Representative has right to assume defense of qualifying third-party claims
4 | R&W insurance claim coordination — notify Oakbridge Omnivrel Insurance Group of any covered claim | R&W Policy — OFI-RW-2025-03187 | $190,000,000 policy limit; $19,000,000 retention | Prompt notice upon discovery of potential claim | Calderwood & Harkness / HPE Fund IV | Active — Standing Procedure | First $9,500,000 of retention borne by Seller (via indemnification/escrow); next $9,500,000 borne by Buyer; claims above retention covered by policy up to $190,000,000 limit
5 | Maintain claim log: track all potential and asserted indemnification claims | N/A | N/A | Ongoing through January 22, 2027 | Megan Chu / Derek Okonkwo | Active | Log to include claim date, description, amount, response from Stockholder Representative, resolution status
6 | Monitor for fundamental representation survival (if longer than general reps) | Article IX | N/A | Per Merger Agreement terms | Calderwood & Harkness | Active — Monitoring | Verify whether fundamental reps (organization, authority, capitalization, tax, ERISA) have extended survival periods beyond 18 months; calendar accordingly
7 | Mini-basket / de minimis threshold monitoring | Section 9.2(b) | $1,900,000 de minimis; $9,500,000 basket | Per claim submission | Megan Chu | Active — Standing Procedure | Individual claims below $1,900,000 (0.1% of deal value) do not count toward basket; claims aggregating above $9,500,000 basket (0.5% of deal value) trigger indemnification from dollar one
8 | Coordinate with Whitford Jessup & Crane on disputed claims | Section 9.5 | N/A | As needed | Sandra Tung / Rebecca Thornton-Hayes | Active — Standing Procedure | Dispute resolution procedures per Merger Agreement; escalation to arbitration if unresolved within specified period
9 | Special indemnification — tax matters (survival through statute of limitations) | Section 9.1(b) | Subject to overall cap | 60 days after expiration of applicable statute of limitations | Leonard Cross / Calderwood & Harkness | Active — Monitoring | Tax representations survive for 60 days beyond applicable statute of limitations; not subject to 18-month general survival period
10 | Fraud / willful breach carve-out — no cap or survival limitation | Section 9.2(d) | Unlimited | No time limitation | Calderwood & Harkness / HPE Fund IV | Active — Standing Procedure | Claims based on fraud or willful breach not subject to indemnification cap, survival period, or basket thresholds
11 | Final indemnification claim deadline — last day to assert claims under general representations | Article IX | N/A | January 22, 2027 | HPE Fund IV / Calderwood & Harkness | Not Started | No claims may be asserted for breach of general representations after this date; pending claims survive
12 | Post-survival period claim resolution — resolve any pending claims after survival expiration | Section 9.6 | Per pending claims | Post-January 22, 2027 | Sandra Tung / Nathan Aldridge | Not Started | Claims timely asserted before survival expiration remain open until resolved; escrow funds withheld for pending claims
[sheet: Surviving Covenants]
Item # | Covenant / Obligation | Agreement / Source Document | Obligated Party | Duration / Expiration | Key Terms | Responsible Attorney | Status | Notes
1 | Non-Competition — Nathan Aldridge | Non-Competition and Non-Solicitation Agreement (Aldridge) | Nathan Aldridge | 3 years from closing (through July 22, 2028) | Restriction on competition in payments processing and merchant acquiring industry; non-solicitation of employees and customers | Megan Chu | Active | Monitor compliance; 3-year restrictive covenant
2 | Non-Competition — Sonia Reyes-Watkins | Non-Competition and Non-Solicitation Agreement (Reyes-Watkins) | Sonia Reyes-Watkins | 3 years from closing (through July 22, 2028) | Restriction on competition in payments processing and merchant acquiring industry; non-solicitation of employees and customers | Megan Chu | Active | Monitor compliance; 3-year restrictive covenant
3 | Rollover equity vesting — Aldridge and Reyes-Watkins co-invest vehicle | Rollover Agreement | Harrowgate Velocity Co-Invest LP / Aldridge ($14,200,000) / Reyes-Watkins ($9,700,000) | Per co-invest vehicle terms | Total rollover: $23,900,000 reinvested into Harrowgate Velocity Co-Invest LP | Leonard Cross / Megan Chu | Active | Coordinate with Harrowgate Capital Management IV LLC (GP of co-invest vehicle)
4 | Replacement equity awards — unvested option conversions vesting over 24 months | Merger Agreement, Section 3.5 | HPE Fund IV / Surviving Corporation | 24 months from closing (through July 22, 2027) | 50% of unvested VeloPay stock options converted to HPE Fund IV replacement awards; vesting schedule over 24 months post-closing | Megan Chu | Active | Track vesting milestones; coordinate with VeloPay HR/equity plan administrator
5 | D&O tail insurance maintenance | Merger Agreement, Section 6.7; D&O Tail Policy CSI-DOT-2025-4821 | Surviving Corporation / HPE Fund IV | 6 years from closing (through July 22, 2031) | Continental Shield Insurance Company; premium of $2,150,000 paid; covers pre-closing VeloPay directors and officers | Derek Okonkwo | Complete (policy placed) | Premium paid at closing; no further action unless claim arises; broker: Greystone Risk Advisors LLC (Stephen Hargrave)
6 | Tax indemnification and cooperation covenants | Merger Agreement, Section 6.10 | Surviving Corporation / Stockholder Representative | Per statute of limitations | Post-closing tax cooperation; filing of pre-closing tax returns; Section 338(h)(10) election coordination (if applicable) | Leonard Cross | Active | Coordinate with Ellen Fairchild (Whitford Jessup & Crane) on pre-closing VeloPay tax returns
7 | Confidentiality obligations survive closing | Merger Agreement, Section 6.12; Mutual NDA (Oct. 14, 2024) | All parties | Indefinite / per agreement terms | Certain confidentiality obligations survive termination or closing | Derek Okonkwo | Active | Standard monitoring
8 | Employee benefit plan transition obligations | Merger Agreement, Section 6.8 | Surviving Corporation / HPE Fund IV | 12 months from closing (through July 22, 2026) | Obligation to maintain comparable employee benefits for 12 months post-closing for continuing employees (~1,340 employees across Austin, Denver, Toronto, Lisbon) | Megan Chu | Active | Coordinate with VeloPay HR; ERISA compliance monitoring
9 | Credit Agreement reporting covenants — financial reporting to lenders | Credit Agreement (July 22, 2025) | VeloPay Systems, Inc. (as Borrower) | Ongoing during term of facilities | Quarterly and annual financial reporting to Tralvendo National Bank and Prairie State Bank, N.A.; compliance certificates | Derek Okonkwo | Active | Term Loan: $500,000,000 (7-year, SOFR + 375 bps); Revolver: $260,000,000 (5-year, SOFR + 325 bps); revolver draw at closing: $254,700,000
10 | Guarantee and Collateral Agreement — subsidiary guarantee compliance | Guarantee and Collateral Agreement (July 22, 2025) | VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC | Ongoing during term of facilities | Domestic subsidiaries guaranteeing obligations; pledge of substantially all assets | Derek Okonkwo | Active | Monitor for new subsidiary formation requiring joinder to guarantee
11 | Books and records access — Stockholder Representative access to pre-closing records | Merger Agreement, Section 6.4 | Surviving Corporation | 6 years from closing (through July 22, 2031) | Stockholder Representative and former stockholders entitled to reasonable access to pre-closing books and records for tax, litigation, and other purposes | Derek Okonkwo | Active | Coordinate with Danielle Moreau for any access requests
12 | Credit Agreement negative covenants — restricted payments, indebtedness, investments | Credit Agreement, Article VII | VeloPay Systems, Inc. (as Borrower) | Ongoing during term of facilities | Restrictions on dividends, additional debt, investments, asset sales, liens; financial maintenance covenants include maximum Total Net Leverage Ratio of 6.0x stepping down to 4.5x | Derek Okonkwo | Active | First compliance certificate due for Q3 2025; coordinate with Marcus Langford (CFO)
13 | Stockholder Representative expense fund administration | Merger Agreement, Section 10.2 | Nathan Aldridge (Stockholder Representative) | Until expense fund exhausted or survival period ends | $2,500,000 withheld from merger consideration for Stockholder Representative expenses; unused portion returned to stockholders | Megan Chu | Active | Expense fund held separately from escrow; Stockholder Representative to provide periodic accountings
14 | Public company deregistration — SEC filings and NASDAQ delisting | Merger Agreement, Section 6.14 | Surviving Corporation | Within 90 days of closing | File Form 15 to deregister VeloPay common stock under Securities Exchange Act of 1934; coordinate NASDAQ delisting | Megan Chu | In Progress | Form 15 to be filed promptly; VeloPay ticker VPY to be delisted from NASDAQ
[sheet: Regulatory & Licensing]
Item # | Regulatory Obligation | Jurisdiction / Regulator | Filing / Notification Type | Deadline | Responsible Party | Status | Notes
1 | Post-closing notification to state money transmitter regulators (states requiring post-closing notice only) | Multiple states (subset of 31 states requiring change-of-control approval/notification) | Post-closing change-of-control notification | 30–90 days post-closing (varies by state) | Megan Chu / VeloPay compliance team | In Progress | VeloPay holds money transmitter licenses in 47 states plus Washington, D.C.; 31 states required change-of-control approval/notification; pre-closing approvals completed July 18, 2025; verify any states requiring post-closing confirmation filings
2 | Investment Canada Act — post-closing compliance (if any ongoing reporting) | Innovation, Science and Economic Development Canada | Post-closing report (if required) | Per ICA terms | Derek Okonkwo / Canadian counsel | Complete | ICA notification filed May 1, 2025; clearance received June 3, 2025; confirm no ongoing reporting obligations for VeloPay Canada Inc.
3 | HSR Act — post-closing compliance | DOJ / FTC | N/A (no ongoing filing required) | N/A | Howard Bellamy | Complete | HSR filed April 2, 2025; Second Request issued May 8, 2025; compliance certified June 27, 2025; clearance July 15, 2025; HSR Transaction No. 25-0198374
4 | Portuguese regulatory notifications for VeloPay Europe, Unipessoal Lda. | Portuguese authorities | Change-of-control notification (if applicable) | Per local requirements | Derek Okonkwo / local counsel | In Progress | VeloPay Europe operates R&D and European operations out of Lisbon; verify any required filings with Banco de Portugal or other authorities
5 | PCI-DSS compliance — ongoing certification maintenance | Payment Card Industry Data Security Standard | Annual compliance certification | Annual (next due per VeloPay's existing schedule) | VeloPay compliance team | Active — Monitoring | HPE Fund IV to ensure continued PCI-DSS compliance post-acquisition; Level 1 Service Provider certification
6 | Update beneficial ownership filings with FinCEN / state regulators reflecting new ownership | FinCEN / various states | Beneficial ownership update | Within 30 days of closing (August 21, 2025) | Megan Chu / VeloPay legal | In Progress | Update to reflect HPE Fund IV as ultimate beneficial owner of VeloPay and subsidiaries
7 | File amended annual reports / foreign qualification filings reflecting new ownership as needed | Various state Secretaries of State | Annual report amendments | Per state filing deadlines | Derek Okonkwo | Not Started | VeloPay and subsidiaries (VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC) — update registered agent information if needed
8 | Certificate of Merger filed with Delaware Secretary of State | Delaware Secretary of State | Certificate of Merger (DGCL § 251) | July 22, 2025 | Megan Chu | Complete | Filed and effective July 22, 2025; VeloPay Delaware File No. 5748392; Merger Sub Delaware File No. 7291034
9 | Canadian regulatory notifications — VeloPay Canada Inc. change of control | FINTRAC / provincial regulators | Change-of-control notification | 30 days post-closing | Derek Okonkwo / Canadian counsel | In Progress | VeloPay Canada Inc. is a registered money services business with FINTRAC; update registration to reflect new beneficial ownership
10 | CFPB supervised entity status — confirm ongoing compliance obligations | Consumer Financial Protection Bureau | Ongoing supervisory compliance | Ongoing | VeloPay compliance team / Megan Chu | Active — Monitoring | VeloPay may be subject to CFPB supervision as larger participant in consumer payments; confirm status and any notification obligations
11 | State-level business entity filings — short-form merger certificates in applicable states | Various state Secretaries of State (states where Merger Sub was qualified) | Certificate of merger / withdrawal filings | 60 days post-closing | Derek Okonkwo | In Progress | File certificates of merger in states where Merger Sub held foreign qualifications; withdraw Merger Sub qualifications
[sheet: Integration Deliverables]
Item # | Integration Task | Category | Description | Counterparty / Entity | Deadline / Target Date | Responsible Party | Status | Priority | Notes
1 | Entity rationalization plan — VeloPay subsidiary structure assessment | Entity | Evaluate whether to consolidate, dissolve, or restructure VeloPay subsidiaries (VeloPay Processing LLC, VeloPay Canada Inc., VeloPay Europe Unipessoal Lda., VeloPay Fraud intelligence Inc., PayStream Gateway LLC) | VeloPay subsidiaries | Q4 2025 | Megan Chu / Leonard Cross | Not Started | Medium | Coordinate with HPE Fund IV (Thomas Eriksen) on desired post-acquisition entity structure; tax analysis required (Leonard Cross)
2 | Change-of-control contract consents — remaining consents not obtained pre-closing | Contracts | Obtain change-of-control consents from material customer contracts where consent was not obtained prior to closing; 14 material customer contracts were identified requiring consent or notification | Various VeloPay customers | October 20, 2025 | Derek Okonkwo / VeloPay legal (Danielle Moreau) | In Progress | High | Track each contract individually; some consents obtained pre-closing; remaining require post-closing follow-up; risk of termination right if consent not obtained
3 | Contract novation — assignment of key vendor and technology license agreements to reflect new ownership | Contracts | Identify contracts requiring novation or formal assignment acknowledgment and execute as needed | Various vendors / licensors | Q4 2025 | Derek Okonkwo | Not Started | Medium | Review material contracts summary for assignment provisions
4 | IP assignment confirmations — verify all VeloPay IP properly assigned to correct entity post-merger | IP | Confirm all patents, trademarks, trade secrets, and domain names are properly held or assigned to VeloPay Systems, Inc. or appropriate subsidiaries; particular focus on PayStream Gateway LLC IP (acquired 2021 for $45,000,000) | VeloPay / PayStream Gateway LLC | Q3 2025 | Derek Okonkwo | Not Started | High | Review IP due diligence memo findings; confirm patent and trademark assignment records; update USPTO records if needed
5 | Employment transition — executive employment agreements | Employment | Finalize post-closing employment arrangements for Nathan Aldridge (CEO), Sonia Reyes-Watkins (CTO), Marcus Langford (CFO), and Danielle Moreau (GC); coordinate with non-compete agreements already in place | Key VeloPay executives | August 2025 | Megan Chu | In Progress | High | Aldridge and Reyes-Watkins have executed non-compete agreements (3-year terms); both have rollover equity in Harrowgate Velocity Co-Invest LP; Langford holds 1.3% equity; Moreau holds 0.6% equity
6 | 280G shareholder vote safe harbor — confirm completion and documentation | Employment | Verify that Section 280G parachute payment mitigation steps are documented and completed | VeloPay executives | Completed at closing | Leonard Cross | Complete | High | Section 280G analysis prepared pre-closing; confirm all waivers and consents obtained
7 | Replacement equity award program administration | Employment | Set up HPE Fund IV replacement award vesting administration for converted unvested options (50% converted, vesting over 24 months) | VeloPay option holders | August 2025 | Megan Chu / HPE Fund IV | In Progress | High | 7,600,000 stock options outstanding pre-merger (weighted avg. exercise price $12.84); 50% of unvested options converted to replacement awards
8 | RSU acceleration confirmation and payment | Employment | Confirm all unvested RSUs (3,200,000 shares) were accelerated and converted to cash at $20.00/share at closing; total RSU payout = $64,000,000 | VeloPay RSU holders | July 22, 2025 | Megan Chu / Keystone Pacific Transfer Services | Complete | High | Verify payments disbursed via paying agent; 3,200,000 × $20.00 = $64,000,000
9 | Warrant cancellation and cash-out confirmation | Employment | Confirm all warrants (1,800,000 shares at $8.50 exercise price) cancelled and converted to cash ($20.00 − $8.50 = $11.50 per warrant; total $20,700,000) | Warrant holders | July 22, 2025 | Megan Chu / Keystone Pacific Transfer Services | Complete | High | Verify all payments processed; 1,800,000 × $11.50 = $20,700,000
10 | FIRPTA withholding — complete W-9 collection and verify withholding on non-U.S. holders | Other | Finalize Form W-9 collection from stockholders; ensure proper FIRPTA withholding applied to payments to non-U.S. holders of VeloPay stock | Non-U.S. VeloPay stockholders | October 20, 2025 | Leonard Cross / Keystone Pacific Transfer Services (Linda Matsumoto) | In Progress | Medium | FIRPTA certificate delivered by VeloPay at closing confirming VeloPay is not a USRPHC; verify withholding compliance for non-U.S. holders
11 | Payoff confirmation — Meridian Commercial Credit Corp. lien releases | Other | Confirm receipt of UCC termination statements and lien releases from Meridian Commercial Credit Corp. following payoff of $113,230,000 ($112,000,000 principal + ~$1,230,000 accrued interest) | Meridian Commercial Credit Corp. (Brian Castellano) | August 22, 2025 | Derek Okonkwo | In Progress | High | Payoff letter dated July 18, 2025; wire sent July 22, 2025; confirm receipt and file UCC-3 termination statements
12 | Letter of transmittal processing — track stockholder submissions and consideration disbursement | Other | Monitor submission of letters of transmittal by VeloPay stockholders and disbursement of per-share merger consideration ($20.00) by Keystone Pacific Transfer Services Inc. | VeloPay stockholders / Keystone Pacific Transfer Services | Ongoing (180-day deadline for stale checks per paying agent agreement) | Derek Okonkwo / Linda Matsumoto | In Progress | Medium | Per-share merger consideration: $20.00; paying agent holds undisbursed funds
13 | VeloPay board composition — reconstitute board of surviving corporation | Entity | Confirm reconstitution of VeloPay board of directors post-merger per Amended and Restated Certificate of Incorporation and Bylaws adopted at closing | VeloPay Systems, Inc. (Surviving Corporation) | July 22, 2025 | Megan Chu | Complete | Medium | Pre-closing independent directors (Janet Gould, Philip Rosenthal) and investor representatives (Kwame Asante, Catherine Lindström) replaced per HPE Fund IV direction
14 | Insurance coverage transition — verify all ongoing insurance policies updated for new ownership | Other | Coordinate with VeloPay risk management to update general liability, cyber, E&O, and other insurance policies to reflect HPE Fund IV ownership | VeloPay / insurance brokers | October 20, 2025 | Derek Okonkwo | Not Started | Medium | R&W policy (OFI-RW-2025-03187) in effect for claims period; D&O tail (CSI-DOT-2025-4821) covers pre-closing D&Os for 6 years
15 | Bank account signatories and treasury management updates | Other | Update bank account signatories and authorized persons for VeloPay and subsidiaries to reflect new management and HPE Fund IV designated personnel | VeloPay operating bank accounts | August 2025 | Derek Okonkwo / Marcus Langford | In Progress | High | Coordinate with VeloPay CFO on all operating account changes; include subsidiary accounts
16 | Data room preservation — archive virtual data room contents | Other | Download and archive all VeloPay deal data room contents for post-closing reference; preserve diligence materials | Calderwood & Harkness / Thackeray Solutions (data room provider) | August 15, 2025 | Derek Okonkwo | In Progress | Medium | Data room access typically expires 30–60 days post-closing; ensure complete archive downloaded and stored on Calderwood & Harkness secure servers
17 | Closing binder compilation | Other | Compile and distribute final executed closing binder containing all transaction documents, ancillary agreements, closing deliverables, and officer certificates | All parties | August 31, 2025 | Derek Okonkwo | In Progress | Medium | Distribute to HPE Fund IV, VeloPay (surviving corporation), Stockholder Representative, and Calderwood & Harkness internal records

[sheet: Summary]

Record

Parties

Dates

Amounts