PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
GOOD STANDING / EXISTENCE CERTIFICATES
COMPILATION AND REQUESTS
VeloPay Systems, Inc. and Subsidiaries Closing Deliverables for HPE Fund IV / VeloPay Acquisition Matter No. 1003-00003
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I. COVER MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
MEMORANDUM
FROM: Megan Chu, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
TO: Sandra Tung, Esq. (Responsible Partner, M&A) Derek Okonkwo, Esq. (Working Associate, M&A)
CC: Priya Deshmukh (Managing Partner, Fund IV, Harrowgate Capital Management IV LLC) Thomas Eriksen (Partner, Head of FinTech, Harrowgate Capital Management IV LLC)
DATE: July 21, 2025
RE: Compilation of Good Standing and Certificates of Existence — VeloPay Systems, Inc. and Subsidiaries; Closing Deliverables for HPE Fund IV / VeloPay Acquisition
MATTER NO.: 1003-00003
1.1 Purpose and Background
This memorandum compiles all good standing certificates and certificates of existence obtained for VeloPay Systems, Inc., a Delaware corporation ("VeloPay" or the "Company"), and each of its subsidiaries in connection with the closing of the reverse triangular merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of HPE Fund IV ("Merger Sub"), and VeloPay Systems, Inc. Pursuant to the Merger Agreement, Merger Sub will merge with and into VeloPay, with VeloPay surviving the Merger as a wholly-owned subsidiary of HPE Fund IV.
The closing of the transactions contemplated by the Merger Agreement (the "Closing") is scheduled to occur on July 22, 2025. As a condition to the obligations of HPE Fund IV and Merger Sub to consummate the Closing, Section 7.2(d) of the Merger Agreement requires the Company to deliver to HPE Fund IV certificates of good standing or certificates of existence (or their local equivalents) for VeloPay and each of its subsidiaries from their respective jurisdictions of organization, in each case dated no more than five (5) business days prior to the Closing Date. This memorandum confirms that all such certificates have been obtained and are in compliance with the requirements set forth in the Merger Agreement.
Additionally, Section 7.2(d)(ii) of the Merger Agreement requires the delivery of certificates of good standing or certificates of existence for each jurisdiction in which VeloPay and its subsidiaries are qualified to do business as foreign entities. Foreign qualification certificates have been obtained for the relevant jurisdictions and are documented in Section IV of this compilation.
For the avoidance of doubt, the certificates of good standing and existence for Harrowgate Private Equity Fund IV LP (Delaware limited partnership, EIN 87-4231956) and Harrowgate Velocity Merger Sub Inc. (Delaware corporation, Delaware File Number 7291034, EIN 93-1847265) are documented separately in the Secretary's Certificate and Officer's Certificate of HPE Fund IV and Merger Sub, respectively, and are not included in this compilation. Those documents are part of the buyer-side closing deliverables package and have been filed separately.
1.2 Summary of Entities and Jurisdictions
The following table summarizes all certificates of good standing and certificates of existence (or local equivalents) obtained from the jurisdictions of organization for VeloPay and each of its subsidiaries:
All certificates listed in the table above were obtained within five (5) business days of the scheduled Closing Date of July 22, 2025, as is customary for closing deliverables in transactions of this nature and as required by Section 7.2(d) of the Merger Agreement. The earliest certificate was obtained on July 16, 2025 (VeloPay Europe, Unipessoal Lda.), and the most recent certificates were obtained on July 18, 2025 (all four Delaware entities), ensuring that each certificate remains current as of the Closing Date.
For reference, the Delaware File Number for VeloPay Systems, Inc. is 5748392. The Delaware file numbers for each of the other Delaware entities are reflected on the face of the respective certificates and in the request letters set forth in Section II of this compilation.
1.3 Foreign Qualification Certificates
In addition to the certificates obtained from the respective jurisdictions of organization for VeloPay and its subsidiaries, foreign qualification good standing certificates were also obtained for each jurisdiction in which VeloPay and its subsidiaries are registered to do business as foreign entities. The Merger Agreement requires the delivery of such certificates pursuant to Section 7.2(d)(ii), and the certificates demonstrate that each entity is in good standing and authorized to transact business in the applicable foreign qualification jurisdictions.
The key foreign qualification certificates obtained include the following:
• VeloPay Systems, Inc. — qualified as a foreign corporation in the State of Texas (where VeloPay maintains its headquarters at 1455 Innovation Parkway, Suite 800, Austin, TX 78759), the State of Colorado (where VeloPay maintains a Denver office), and additional states as identified during regulatory and licensing due diligence conducted in connection with the Merger.
• VeloPay Processing LLC — qualified as a foreign limited liability company in the State of Texas and additional states as applicable, consistent with its payment processing operations across multiple jurisdictions.
It should be noted that VeloPay Systems, Inc. holds money transmitter licenses in forty-seven (47) states plus Washington, D.C. However, not all states in which money transmitter licenses are held necessarily require foreign qualification as a prerequisite to holding such licenses. Foreign qualification certificates were obtained only for those jurisdictions in which VeloPay and its subsidiaries are in fact registered to do business as foreign entities. A complete listing of the foreign qualification certificates is set forth in Section IV below.
1.4 Coordination Notes
The following coordination notes are provided for the record to document the processes and channels through which the certificates in this compilation were obtained:
Delaware Entities. Certificates of good standing for all four Delaware entities (VeloPay Systems, Inc., VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC) were obtained through expedited filing with the Delaware Secretary of State, Division of Corporations. Twenty-four (24) hour expedited processing was requested for each certificate, and all four certificates were issued on July 18, 2025. The request letters were submitted on July 14, 2025, and payment was authorized via the firm's established account with the Delaware Secretary of State. Certificates were delivered via email upon issuance, with original hard copies sent via overnight courier to Calderwood & Harkness's New York office.
VeloPay Canada Inc. (Ontario). The Certificate of Status for VeloPay Canada Inc. was obtained via the Ontario Ministry of Public and Business Service Delivery, Companies and Personal Property Security Branch. Given the potential for processing delays in the Ontario registry, the request was submitted with slightly longer lead time on July 11, 2025. Calderwood & Harkness coordinated with Canadian local counsel to facilitate the request. The same Canadian counsel was engaged by Calderwood & Harkness in connection with the Investment Canada Act notification filed on May 1, 2025, and cleared on June 3, 2025, relating to HPE Fund IV's indirect acquisition of VeloPay Canada Inc. The Certificate of Status was received on July 17, 2025.
VeloPay Europe, Unipessoal Lda. (Portugal). The Certidão Permanente (Permanent Certificate) for VeloPay Europe, Unipessoal Lda. was obtained via the Conservatória do Registo Comercial (Portuguese Commercial Registry) in Lisbon, Portugal. The request was facilitated through Portuguese local counsel and submitted with additional lead time on July 10, 2025, given international processing considerations and the time zone differential. The Certidão Permanente was received electronically on July 16, 2025. An English translation was prepared by Portuguese local counsel and is attached to this compilation. The electronic certificate includes a unique access code that permits online verification of its contents through the Portuguese commercial registry portal.
Target Counsel Coordination. Throughout the certificate compilation process, Calderwood & Harkness coordinated with Whitford Jessup & Crane LLP, counsel to VeloPay Systems, Inc., and specifically with Rebecca Thornton-Hayes, Esq. and James Okoro, Esq. of that firm. Target counsel provided entity information, file numbers, and corporate records necessary to facilitate the certificate requests, and assisted in confirming the completeness of the subsidiary list and the jurisdictions in which foreign qualification certificates were required.
Closing Binder. All original certificates (or certified copies, as applicable in the case of foreign jurisdictions) will be included in the closing binder and the Closing Signature Pages Package to be assembled for the July 22, 2025 Closing. Copies of the request letters are also included in this compilation for the record.
II. REQUEST LETTERS PREPARED BY CALDERWOOD & HARKNESS
The following request letters were prepared and submitted by Calderwood & Harkness LLP to obtain the certificates of good standing and certificates of existence compiled in this package. Each letter is reproduced in full below and is also attached as an exhibit to this compilation.
2.1 Request Letter — Delaware Secretary of State (VeloPay Systems, Inc.)
July 14, 2025
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Division of Corporations Delaware Secretary of State 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — VeloPay Systems, Inc. Delaware File Number: 5748392 EIN: 82-3019478
Dear Sir or Madam:
On behalf of our client, we respectfully request that the Delaware Secretary of State, Division of Corporations, issue a Certificate of Good Standing for VeloPay Systems, Inc. (the "Corporation"), a corporation duly organized and existing under the laws of the State of Delaware.
The relevant details for the Corporation are as follows:
Entity Name: VeloPay Systems, Inc. Entity Type: Corporation Delaware File Number: 5748392 Employer Identification Number: 82-3019478 Date of Incorporation: 2014
We respectfully request 24-hour expedited service for the issuance of this Certificate of Good Standing. The certificate is required in connection with a pending corporate transaction, and timely receipt is of the essence.
Payment for the certificate and expedited processing fees is authorized via our firm's established prepaid account with the Division of Corporations (Calderwood & Harkness LLP Account No. 4418-SC). In the event that payment cannot be processed through our firm account, please contact the undersigned to arrange an alternative payment method, including payment by credit card.
We respectfully request that the Certificate of Good Standing be delivered as follows:
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address:
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: Matter No. 1003-00003
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Associate
2.2 Request Letter — Delaware Secretary of State (VeloPay Processing LLC)
July 14, 2025
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Division of Corporations Delaware Secretary of State 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — VeloPay Processing LLC
Dear Sir or Madam:
On behalf of our client, we respectfully request that the Delaware Secretary of State, Division of Corporations, issue a Certificate of Good Standing for VeloPay Processing LLC (the "Company"), a limited liability company duly formed and existing under the laws of the State of Delaware.
The relevant details for the Company are as follows:
Entity Name: VeloPay Processing LLC Entity Type: Limited Liability Company Delaware File Number: 5893017 Sole Member: VeloPay Systems, Inc. (Delaware File Number 5748392)
VeloPay Processing LLC is a wholly-owned subsidiary of VeloPay Systems, Inc., a Delaware corporation. The certificate is required in connection with a pending corporate transaction involving VeloPay Systems, Inc. and its subsidiaries.
We respectfully request 24-hour expedited service for the issuance of this Certificate of Good Standing. Timely receipt is of the essence.
Payment for the certificate and expedited processing fees is authorized via our firm's established prepaid account with the Division of Corporations (Calderwood & Harkness LLP Account No. 4418-SC). In the event that payment cannot be processed through our firm account, please contact the undersigned to arrange an alternative payment method.
We respectfully request that the Certificate of Good Standing be delivered as follows:
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address:
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: Matter No. 1003-00003
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Associate
2.3 Request Letter — Delaware Secretary of State (VeloPay Fraud intelligence Inc.)
July 14, 2025
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Division of Corporations Delaware Secretary of State 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — VeloPay Fraud intelligence Inc.
Dear Sir or Madam:
On behalf of our client, we respectfully request that the Delaware Secretary of State, Division of Corporations, issue a Certificate of Good Standing for VeloPay Fraud intelligence Inc. (the "Corporation"), a corporation duly organized and existing under the laws of the State of Delaware.
The relevant details for the Corporation are as follows:
Entity Name: VeloPay Fraud intelligence Inc. Entity Type: Corporation Delaware File Number: 6104583 Sole Stockholder: VeloPay Systems, Inc. (Delaware File Number 5748392)
VeloPay Fraud intelligence Inc. is a wholly-owned subsidiary of VeloPay Systems, Inc., a Delaware corporation. The Corporation operates a fraud detection and analytics SaaS product as part of the VeloPay group. The certificate is required in connection with a pending corporate transaction involving VeloPay Systems, Inc. and its subsidiaries.
We respectfully request 24-hour expedited service for the issuance of this Certificate of Good Standing. Timely receipt is of the essence.
Payment for the certificate and expedited processing fees is authorized via our firm's established prepaid account with the Division of Corporations (Calderwood & Harkness LLP Account No. 4418-SC). In the event that payment cannot be processed through our firm account, please contact the undersigned to arrange an alternative payment method.
We respectfully request that the Certificate of Good Standing be delivered as follows:
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address:
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: Matter No. 1003-00003
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Associate
2.4 Request Letter — Delaware Secretary of State (PayStream Gateway LLC)
July 14, 2025
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Division of Corporations Delaware Secretary of State 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — PayStream Gateway LLC
Dear Sir or Madam:
On behalf of our client, we respectfully request that the Delaware Secretary of State, Division of Corporations, issue a Certificate of Good Standing for PayStream Gateway LLC (the "Company"), a limited liability company duly formed and existing under the laws of the State of Delaware.
The relevant details for the Company are as follows:
Entity Name: PayStream Gateway LLC Entity Type: Limited Liability Company Delaware File Number: 6327941 Sole Member: VeloPay Systems, Inc. (Delaware File Number 5748392)
PayStream Gateway LLC is a wholly-owned subsidiary of VeloPay Systems, Inc., a Delaware corporation. The Company operates as a payment gateway technology entity and was acquired by VeloPay Systems, Inc. in 2021 for $45 million. The certificate is required in connection with a pending corporate transaction involving VeloPay Systems, Inc. and its subsidiaries.
We respectfully request 24-hour expedited service for the issuance of this Certificate of Good Standing. Timely receipt is of the essence.
Payment for the certificate and expedited processing fees is authorized via our firm's established prepaid account with the Division of Corporations (Calderwood & Harkness LLP Account No. 4418-SC). In the event that payment cannot be processed through our firm account, please contact the undersigned to arrange an alternative payment method.
We respectfully request that the Certificate of Good Standing be delivered as follows:
1. Electronic delivery: Please email a copy of the certificate upon issuance to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com.
2. Hard copy delivery: Please send the original certificate via overnight courier to the following address:
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: Matter No. 1003-00003
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Associate
2.5 Request Letter — Ontario Ministry of Public and Business Service Delivery (VeloPay Canada Inc.)
July 11, 2025
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Companies and Personal Property Security Branch Ontario Ministry of Public and Business Service Delivery 375 University Avenue, 2nd Floor Toronto, Ontario M5G 2J5 Canada
Re: Request for Certificate of Status — VeloPay Canada Inc. Ontario Corporation Number: 2587413
Dear Sir or Madam:
On behalf of our client, and in coordination with Canadian local counsel, we respectfully request the issuance of a Certificate of Status for VeloPay Canada Inc. (the "Corporation"), a corporation duly incorporated and existing under the laws of the Province of Ontario pursuant to the Business Corporations Act (Ontario).
The relevant details for the Corporation are as follows:
Entity Name: VeloPay Canada Inc. Entity Type: Corporation (Ontario) Ontario Corporation Number: 2587413 Sole Shareholder: VeloPay Systems, Inc. (a Delaware corporation) Registered Office: 200 Bay Street, Suite 2400, Toronto, Ontario M5J 2J2
VeloPay Canada Inc. is a wholly-owned subsidiary of VeloPay Systems, Inc., a corporation organized under the laws of the State of Delaware. The Certificate of Status is required in connection with a pending corporate transaction involving VeloPay Systems, Inc. and all of its subsidiaries. The Certificate of Status serves as the equivalent of a certificate of good standing in the U.S. context and will confirm that the Corporation is an active corporation that has not been dissolved and is in compliance with applicable filing requirements.
We respectfully request expedited processing of this Certificate of Status. This request is being submitted with slightly longer lead time than our domestic U.S. requests due to potential processing timelines at the Ontario registry, and we would appreciate the Ministry's earliest attention to this matter.
Payment for the certificate and any applicable fees will be remitted as directed by the Ministry. Please contact the undersigned or our Canadian local counsel to confirm the fee amount and preferred payment method.
We respectfully request that the Certificate of Status be delivered electronically to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com, with a hard copy forwarded to the address set forth above.
Coordination Note: This request is being facilitated through Canadian local counsel engaged by Calderwood & Harkness LLP in connection with a related Investment Canada Act notification, which was filed on May 1, 2025, and cleared by the Minister of Innovation, Science and Industry on June 3, 2025, in respect of the indirect acquisition of VeloPay Canada Inc. by Harrowgate Private Equity Fund IV LP.
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Associate
2.6 Request Letter — Portuguese Commercial Registry / Registo Comercial (VeloPay Europe, Unipessoal Lda.)
July 10, 2025
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Conservatória do Registo Comercial (Commercial Registry) Lisbon, Portugal
Re: Request for Certidão Permanente (Permanent Certificate) — VeloPay Europe, Unipessoal Lda. NIPC: 516 294 738
Dear Sir or Madam:
On behalf of our client, and in coordination with Portuguese local counsel, we respectfully request the issuance of a Certidão Permanente (Permanent Certificate) for VeloPay Europe, Unipessoal Lda. (the "Company"), a sociedade unipessoal por quotas de responsabilidade limitada duly formed and existing under the laws of the Portuguese Republic and registered with the Conservatória do Registo Comercial (Commercial Registry) in Lisbon.
The relevant details for the Company are as follows:
Entity Name: VeloPay Europe, Unipessoal Lda. Entity Type: Sociedade Unipessoal por Quotas de Responsabilidade Limitada NIPC (Portuguese Tax Identification Number): 516 294 738 Sole Quotaholder: VeloPay Systems, Inc. (a Delaware corporation, U.S.A.) Registered Office: Avenida da Liberdade 245, 7.° andar, 1250-143 Lisboa, Portugal
VeloPay Europe, Unipessoal Lda. is a wholly-owned subsidiary of VeloPay Systems, Inc., a corporation organized under the laws of the State of Delaware, United States of America. The Certidão Permanente is required in connection with a pending corporate transaction involving VeloPay Systems, Inc. and all of its subsidiaries.
The Certidão Permanente is the customary Portuguese equivalent of a certificate of existence and good standing as understood in U.S. corporate practice. It is obtainable electronically through the Portuguese online commercial registry portal (Portal da Justiça) and includes confirmation of the Company's registered status, registered office, sole quotaholder, share capital, and management details. We understand that the Certidão Permanente is assigned a unique access code that permits third-party verification of the certificate's contents online.
This request is being submitted with additional lead time given potential international processing considerations and the time zone differential between New York and Lisbon. We would appreciate the earliest possible issuance.
Coordination Note: This request is being facilitated through Portuguese local counsel engaged by Calderwood & Harkness LLP. VeloPay Europe operates its R&D operations and European commercial operations from its offices in Lisbon, Portugal.
We respectfully request electronic delivery of the Certidão Permanente, including the access code for online verification, to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com. Additionally, we request that Portuguese local counsel prepare an English translation of the Certidão Permanente for inclusion in the closing deliverables package.
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com, or contact our Portuguese local counsel directly.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Associate
2.7 Request Letters — Foreign Qualification Jurisdictions
Template Request Letter — Foreign Qualification Good Standing Certificates
The following template request letter was adapted and used for the purpose of requesting foreign qualification good standing certificates in the various states where VeloPay Systems, Inc. and its subsidiaries are registered to do business as foreign entities. Individual letters based on this template were submitted on various dates between July 14 and July 15, 2025, to the respective Secretary of State offices.
Jurisdictions Covered:
• VeloPay Systems, Inc.: Texas Secretary of State; Colorado Secretary of State; and additional states as identified during regulatory and licensing due diligence conducted in connection with the Merger.
• VeloPay Processing LLC: Texas Secretary of State; and additional states as applicable, consistent with its payment processing operations.
Template:
[Date: July 14 or July 15, 2025, as applicable]
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Tel: (212) 558-4000
Email: dokonkwo@calderwoodharkness.com
Office of the Secretary of State [State] [Address]
Re: Request for Certificate of Good Standing / Certificate of Existence — [Entity Name] [Foreign Corporation / Foreign Limited Liability Company] authorized to transact business in [State]
Dear Sir or Madam:
On behalf of our client, we respectfully request that the Office of the Secretary of State of [State] issue a Certificate of Good Standing (or Certificate of Existence, as applicable) for [Entity Name] (the "Entity"), a [Delaware corporation / Delaware limited liability company] authorized to transact business in the State of [State] as a [foreign corporation / foreign limited liability company].
The relevant details for the Entity are as follows:
Entity Name: [Entity Name] Entity Type: [Foreign Corporation / Foreign Limited Liability Company] State of Formation: Delaware [State] Filing Number: [Filing number, if available]
The Entity is authorized to transact business in the State of [State] pursuant to its [Certificate of Authority / Registration] filed with the Secretary of State. The certificate is required in connection with a pending corporate transaction.
We respectfully request expedited processing to the extent available. Payment for the certificate and any applicable fees will be remitted as directed by the Secretary of State's office. Please contact the undersigned to confirm the fee amount and preferred payment method if payment cannot be processed via our standard channels.
We respectfully request that the certificate be delivered electronically to dokonkwo@calderwoodharkness.com and mchu@calderwoodharkness.com, with the original hard copy forwarded via overnight courier to:
Derek Okonkwo, Esq. Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019
Attention: Matter No. 1003-00003
Should you have any questions or require any additional information to process this request, please do not hesitate to contact me directly at (212) 558-4217 or at dokonkwo@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,