[sheet: Cover]
Field | Value
Document Title | Change of Control Consent Tracker and Analysis Memorandum
Client | Harrowgate Private Equity Fund IV LP
Target | VeloPay Systems, Inc.
Matter Number | 1003-00003
Prepared By | Derek Okonkwo, Working Associate, M&A
Supervised By | Sandra Tung, Responsible Partner, M&A; Megan Chu, Lead Associate, M&A
Law Firm | Calderwood & Harkness LLP, 787 Seventh Avenue, 38th Floor, New York, NY 10019
Transaction | Reverse triangular merger — Harrowgate Velocity Merger Sub Inc. merging with and into VeloPay Systems, Inc., with VeloPay surviving as a wholly-owned subsidiary of HPE Fund IV
Aggregate Merger Consideration | $1,900,000,000 ($20.00 per share, fully diluted)
Merger Agreement Date | March 18, 2025
Closing Date | July 22, 2025
Date Created | January 24, 2025
Last Updated | July 22, 2025
Confidentiality | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT COMMUNICATION
Notes | This tracker identifies material contracts and agreements of VeloPay Systems, Inc. and its subsidiaries that contain change of control provisions triggered by the merger. 14 material customer contracts identified plus additional non-customer agreements. Maintained by Derek Okonkwo from pre-signing through closing.
[sheet: Material Customer Contracts]
Item # | Counterparty Name | Contract Title | Contract Date | VeloPay Contracting Entity | Contract Type | Annual Revenue Contribution | Change of Control Provision Type | Provision Section Reference | Notification Deadline | Consent/Notification Sent Date | Consent Received / Notification Acknowledged Date | Pre-Signing Status | Pre-Closing Status | Final Status as of Closing | Responsible Party — Internal | Responsible Party — Target Side | Risk Assessment | Risk Notes / Analysis | Last Updated
1 | Pinnacle Retail Holdings Inc. | Master Merchant Processing Agreement | 2019-06-15 | VeloPay Systems, Inc. | Merchant Processing Agreement | $18,500,000 | Consent Required | Section 12.3(b) | 30 days prior to closing | 2025-04-08 | 2025-06-12 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | High | Largest single customer by revenue; contract permits termination for convenience on 90 days' notice if consent not obtained; early engagement recommended; consent obtained June 12, 2025 after direct outreach by Nathan Aldridge and Thomas Eriksen | 2025-07-22
2 | Grandview Health Systems LLC | Payment Processing Services Agreement | 2020-03-01 | VeloPay Systems, Inc. | Merchant Processing Agreement | $14,200,000 | Consent or Termination Right | Section 15.1(a) | 45 days prior to closing | 2025-04-01 | 2025-05-28 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | High | Healthcare vertical anchor client; contract grants counterparty right to terminate within 60 days of change of control if consent not obtained; consent received May 28, 2025 | 2025-07-22
3 | Trident Hospitality Group LP | Integrated Payments and Analytics Platform Agreement | 2021-11-20 | VeloPay Systems, Inc. | SaaS + Processing Agreement | $11,800,000 | Consent Required | Section 9.4 | 30 days prior to closing | 2025-04-10 | 2025-06-20 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Marcus Langford / VeloPay CFO | Medium | Hospitality chain using both processing and analytics dashboard; consent obtained after negotiation of minor fee concession | 2025-07-22
4 | Fieldstone Insurance Brokers Inc. | Merchant Services Agreement | 2018-09-10 | VeloPay Processing LLC | Merchant Processing Agreement | $9,700,000 | Notification Only | Section 11.2 | 15 days prior to closing | 2025-06-30 | 2025-07-08 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Low | Notification-only provision; notification sent and acknowledgment received | 2025-07-22
5 | Redwood Marketplace Technologies Inc. | Gateway Integration and Processing Agreement | 2022-01-15 | PayStream Gateway LLC | Gateway + Processing Agreement | $8,900,000 | Consent Required | Section 14.6(c) | 30 days prior to closing | 2025-04-15 | 2025-07-01 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Medium | Agreement originally entered by PayStream Gateway LLC pre-acquisition by VeloPay in 2021; assignment to VeloPay already completed; change of control consent specific to indirect change of ownership; consent obtained July 1, 2025 | 2025-07-22
6 | Silverleaf E-Commerce Solutions Ltd. | Cross-Border Payment Processing Agreement | 2021-05-08 | VeloPay Canada Inc. | Merchant Processing Agreement (Canada) | $7,600,000 | Consent Required | Section 10.3 | 30 days prior to closing | 2025-04-18 | 2025-06-25 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Medium | Canadian customer; contract governed by Ontario law; consent obtained after VeloPay Canada management outreach | 2025-07-22
7 | Hartwell Subscription Services Inc. | Recurring Payments Platform Agreement | 2020-08-22 | VeloPay Systems, Inc. | SaaS Subscription + Processing | $7,200,000 | Consent or Termination Right | Section 13.2(a) | 60 days prior to closing | 2025-04-05 | 2025-06-10 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | High | Subscription billing platform client; 60-day advance notification requirement; early outreach critical; consent obtained June 10, 2025 | 2025-07-22
8 | Brindoval Municipal Utilities Authority | Government Payment Processing Agreement | 2019-12-01 | VeloPay Systems, Inc. | Government/Municipal Processing Agreement | $6,400,000 | Consent Required | Section 8.7 | 45 days prior to closing | 2025-04-02 | 2025-06-18 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Marcus Langford / VeloPay CFO | High | Government entity; procurement rules may require formal board approval of consent; consent obtained after municipal board meeting June 18, 2025 | 2025-07-22
9 | Northbridge Logistics Corp. | Freight Payment Processing Services Agreement | 2022-06-30 | VeloPay Systems, Inc. | Merchant Processing Agreement | $5,800,000 | Notification Only | Section 16.1 | 30 days prior to closing | 2025-06-15 | 2025-07-02 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Low | Notification-only provision; notification acknowledged promptly | 2025-07-22
10 | Edgewater Financial Services LLC | Payment Gateway and Fraud Detection Agreement | 2023-02-14 | VeloPay Fraud intelligence Inc. | Fraud Detection SaaS + Gateway | $5,100,000 | Consent Required | Section 11.5(b) | 30 days prior to closing | 2025-04-20 | 2025-07-10 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Medium | Uses VeloPay Fraud intelligence platform; consent delayed due to internal review by counterparty legal; obtained July 10, 2025 | 2025-07-22
11 | Cascade Auto Group Inc. | Dealer Payment Solutions Agreement | 2021-03-18 | VeloPay Systems, Inc. | Merchant Processing Agreement | $4,600,000 | Consent Required | Section 12.1 | 30 days prior to closing | 2025-04-22 | 2025-06-30 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Medium | Automotive dealer group; consent obtained after brief negotiation | 2025-07-22
12 | Orion Specialty Pharmacy Network LP | Healthcare Payment Processing Agreement | 2022-09-01 | VeloPay Systems, Inc. | Merchant Processing Agreement | $4,200,000 | Notification Only | Section 9.8 | 15 days prior to closing | 2025-07-01 | 2025-07-10 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Low | Notification-only provision; straightforward acknowledgment received | 2025-07-22
13 | Summit Digital Media Group Inc. | Advertising Platform Payment Processing Agreement | 2023-07-10 | VeloPay Systems, Inc. | Merchant Processing Agreement | $3,800,000 | Consent or Termination Right | Section 14.2(d) | 30 days prior to closing | 2025-04-25 | 2025-07-15 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Medium | Digital media client; counterparty initially raised concerns about data handling post-acquisition; consent obtained after HPE Fund IV provided data protection assurances | 2025-07-22
14 | Aldermere & Co. Property Management Associates LLC | Property Management Payment Solutions Agreement | 2020-11-05 | VeloPay Systems, Inc. | SaaS + Processing Agreement | $3,400,000 | Consent Required | Section 10.9 | 30 days prior to closing | 2025-04-28 | 2025-07-12 | Identified | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Low | Property management vertical; consent obtained without material negotiation | 2025-07-22
SUMMARY / TOTALS | $111,200,000 | Consent Required: 8 | Consent or Termination Right: 3 | Notification Only: 3 | Obtained: 14 | Outstanding: 0 | High: 4 | Medium: 6 | Low: 4 | 100% completion rate at closing. Total annual revenue at risk: $111,200,000 (approx. 27.0% of FY2024 revenue of $412,300,000). | 2025-07-22
[sheet: Other CoC Agreements]
Item # | Counterparty / Party Name | Agreement Title | Agreement Date | VeloPay Contracting Entity | Agreement Type | Change of Control Provision Type | Provision Section Reference | Consequence of Change of Control | Notification / Consent Deadline | Action Taken / Date | Pre-Closing Status | Final Status as of Closing | Responsible Party — Internal | Responsible Party — Target Side | Risk Assessment | Notes | Last Updated
1 | Meridian Commercial Credit Corp. | Senior Secured Credit Agreement | 2020-04-15 | VeloPay Systems, Inc. | Credit Facility | Mandatory Prepayment / Event of Default | Section 7.01(j) | Change of control constitutes an event of default; mandatory prepayment of all outstanding principal ($112,000,000) plus accrued interest (approx. $1,230,000); total payoff approx. $113,230,000 | Upon occurrence of change of control | Payoff letter obtained July 18, 2025; payoff funded at closing July 22, 2025 | Payoff Arranged | Paid Off at Closing | Megan Chu / Calderwood & Harkness; Maplewood & Strauss LLP (lender counsel coordination) | Marcus Langford / VeloPay CFO | High | Existing $112M term loan to be refinanced as part of the transaction; new $500M term loan from Tralvendo National Bank and $260M revolver from Prairie State Bank, N.A. replace this facility; payoff direction letter sent July 21, 2025 to Brian Castellano at Meridian | 2025-07-22
2 | Nathan Aldridge | Executive Employment Agreement | 2019-01-15 | VeloPay Systems, Inc. | Employment | Change of Control Triggered Benefits | Section 5.2 | Acceleration of certain benefits and severance provisions upon change of control; subject to Section 280G parachute payment analysis | N/A — automatic trigger | 280G analysis completed; rollover agreement executed March 18, 2025 ($14,200,000 rollover into Harrowgate Velocity Co-Invest LP); non-compete executed at closing | Addressed | Completed | Leonard Cross / Calderwood & Harkness (tax); Derek Okonkwo (employment) | Danielle Moreau / VeloPay GC | Medium | CEO & Co-Founder; holds 14.2% of outstanding common stock; party to Stockholder Support Agreement, Rollover Agreement, Non-Competition Agreement, and appointed Stockholder Representative | 2025-07-22
3 | Sonia Reyes-Watkins | Executive Employment Agreement | 2019-01-15 | VeloPay Systems, Inc. | Employment | Change of Control Triggered Benefits | Section 5.2 | Acceleration of certain benefits and severance provisions upon change of control; subject to Section 280G parachute payment analysis | N/A — automatic trigger | 280G analysis completed; rollover agreement executed March 18, 2025 ($9,700,000 rollover into Harrowgate Velocity Co-Invest LP); non-compete executed at closing | Addressed | Completed | Leonard Cross / Calderwood & Harkness (tax); Derek Okonkwo (employment) | Danielle Moreau / VeloPay GC | Medium | CTO & Co-Founder; holds 9.7% of outstanding common stock; party to Stockholder Support Agreement, Rollover Agreement, and Non-Competition Agreement | 2025-07-22
4 | Marcus Langford | Executive Employment Agreement | 2020-06-01 | VeloPay Systems, Inc. | Employment | Change of Control Triggered Benefits | Section 5.2 | Acceleration of certain equity awards and severance provisions upon change of control; subject to 280G analysis | N/A — automatic trigger | 280G analysis completed; continuing as CFO of Surviving Corporation | Addressed | Completed | Leonard Cross / Calderwood & Harkness (tax); Derek Okonkwo (employment) | Danielle Moreau / VeloPay GC | Low | CFO; holds 1.3% of outstanding common stock; delivered solvency certificate at closing | 2025-07-22
5 | Danielle Moreau | Executive Employment Agreement | 2021-02-15 | VeloPay Systems, Inc. | Employment | Change of Control Triggered Benefits | Section 5.2 | Acceleration of certain equity awards and severance provisions upon change of control; subject to 280G analysis | N/A — automatic trigger | 280G analysis completed; continuing as General Counsel of Surviving Corporation | Addressed | Completed | Leonard Cross / Calderwood & Harkness (tax); Derek Okonkwo (employment) | Danielle Moreau / VeloPay GC | Low | General Counsel; holds 0.6% of outstanding common stock | 2025-07-22
6 | Arcadian Cloud Infrastructure Inc. | Master Cloud Services Agreement | 2021-08-01 | VeloPay Systems, Inc. | Technology / Vendor | Consent Required | Section 14.3 | Counterparty may terminate on 90 days' notice if consent not obtained within 30 days of change of control | 30 days of change of control | Consent request sent April 10, 2025; consent obtained May 20, 2025 | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | High | Primary cloud infrastructure provider hosting VeloPay's payment processing platform; mission-critical vendor; early outreach essential | 2025-07-22
7 | Quorum Data Analytics Ltd. | Data Processing and Analytics License Agreement | 2022-04-10 | VeloPay Fraud intelligence Inc. | Technology License | Notification Only | Section 8.6 | Notification required within 15 business days of change of control | 15 business days post-closing | Notification to be sent post-closing per contract terms | In Progress | Notification Pending (Post-Closing Obligation) | Derek Okonkwo / Calderwood & Harkness | Danielle Moreau / VeloPay GC | Low | Analytics data license used by fraud detection subsidiary; notification-only; no consent required; added to post-closing obligations tracker | 2025-07-22
8 | Sagebrush Office Properties LP | Office Lease — 1455 Innovation Parkway, Suite 800, Austin, TX 78759 | 2018-03-01 | VeloPay Systems, Inc. | Lease | Consent Required (Assignment/Change of Control) | Section 22.1 | Landlord consent required for change of control; landlord may not unreasonably withhold | Prior to closing | Consent request sent April 15, 2025; landlord consent obtained June 5, 2025 | Obtained | Obtained | Derek Okonkwo / Calderwood & Harkness | Marcus Langford / VeloPay CFO | Medium | VeloPay headquarters lease; Austin, TX; landlord reasonableness standard applies | 2025-07-22
9 | Mountain View Business Park LLC | Office Lease — Denver, CO | 2020-09-15 | VeloPay Systems, Inc. | Lease | Notification Only | Section 19.4 | Written notice to landlord within 30 days of change of control | 30 days post-closing | Notification to be sent post-closing per contract terms | In Progress | Notification Pending (Post-Closing Obligation) | Derek Okonkwo / Calderwood & Harkness | Marcus Langford / VeloPay CFO | Low | Denver office lease; notification-only provision; added to post-closing obligations tracker | 2025-07-22
10 | Quelvaris Card Networks Inc. | Card Network Sponsorship and Processing Agreement | 2019-07-01 | VeloPay Processing LLC | Partnership / Network Agreement | Consent Required | Section 6.8(a) | Card network must approve change of control of sponsored processor; failure to obtain consent could result in suspension of processing privileges | 60 days prior to closing | Consent request submitted April 5, 2025; approval granted June 28, 2025 | Obtained | Obtained | Megan Chu / Calderwood & Harkness | Danielle Moreau / VeloPay GC | High | Critical card network sponsorship; loss of this relationship would materially impair VeloPay's processing capabilities; early and active engagement with network required | 2025-07-22
11 | Marlowe Asset Management Payment Networks LLC | Payment Network Membership Agreement | 2020-02-20 | VeloPay Processing LLC | Partnership / Network Agreement | Notification and Approval | Section 9.2 | Network approval of change of control of member required; standard approval process | 45 days prior to closing | Application submitted April 10, 2025; approval received July 5, 2025 | Obtained | Obtained | Megan Chu / Calderwood & Harkness | Danielle Moreau / VeloPay GC | High | Second major card network relationship; parallel process with Centurion; approval obtained in due course | 2025-07-22
SUMMARY / TOTALS | Completed: 5 | Obtained: 4 | Paid Off: 1 | Post-Closing Pending: 2 | High: 4 | Medium: 3 | Low: 4 | 11 non-customer agreements tracked. 9 fully resolved pre-closing; 2 low-risk post-closing notification obligations outstanding (Quorum Data Analytics Ltd. and Mountain View Business Park LLC). | 2025-07-22
[sheet: State MTL Filings Summary]
Category | Count | Status | Completion Date | Notes
Total states where VeloPay holds money transmitter licenses | 48 | N/A (47 states + Washington, D.C.) | N/A | VeloPay holds licenses in 47 states plus Washington, D.C.
States requiring change of control approval | 19 | All Approvals Obtained | 2025-07-18 | Formal applications filed; all approvals received by July 18, 2025
States requiring change of control notification only | 12 | All Notifications Sent | 2025-07-18 | Notifications sent; all acknowledgments received or deemed effective
States with no change of control requirement | 17 | No Action Required | N/A | No filing obligation triggered by the merger
Total states requiring action | 31 | Completed | 2025-07-18 | All 31 state filings completed; see Regulatory Approvals Status Tracker for state-by-state detail
Investment Canada Act (VeloPay Canada Inc.) | 1 | Cleared | 2025-06-03 | Notification filed May 1, 2025; clearance received June 3, 2025; tracked in Regulatory Approvals Status Tracker
[sheet: Risk Summary & Analysis]
Metric | Value | Notes
Total Material Customer Contracts Identified | 14 | Per merger agreement covenant requiring VeloPay to use commercially reasonable efforts to obtain all change of control consents prior to closing
Customer Contracts — Consent Required | 8 | Counterparties where affirmative written consent was required
Customer Contracts — Consent or Termination Right | 3 | Counterparties with right to terminate if consent not obtained
Customer Contracts — Notification Only | 3 | Counterparties requiring written notice only
Customer Contracts — All Consents/Notifications Obtained at Closing | 14 | 100% completion rate
Total Annual Revenue at Risk (14 Material Customer Contracts) | $111,200,000 | Approximately 27.0% of FY2024 revenue of $412,300,000
Non-Customer Agreements Tracked | 11 | Includes existing credit facility, 4 executive employment agreements, 2 technology/vendor agreements, 2 leases, 2 payment network agreements
Non-Customer Agreements — Completed/Obtained Pre-Closing | 9 | All critical items resolved
Non-Customer Agreements — Post-Closing Notifications Pending | 2 | Quorum Data Analytics Ltd. (15 business days post-closing) and Mountain View Business Park LLC (30 days post-closing); added to Post-Closing Obligations Tracker
State Money Transmitter Filings Required | 31 | 19 requiring approval; 12 requiring notification; all completed by July 18, 2025
Existing Credit Facility Payoff | $113,230,000 (approx.) | Meridian Commercial Credit Corp.; $112,000,000 principal + ~$1,230,000 accrued interest; paid off at closing July 22, 2025
Overall Risk Assessment at Closing | Low — All Material Items Resolved | All 14 material customer consents obtained; all critical non-customer agreements addressed; all regulatory filings completed; 2 low-risk post-closing notifications outstanding
Closing Condition Satisfied | Yes | Merger agreement closing condition regarding change of control consents satisfied as of July 21, 2025
High Risk Items at Signing (March 18, 2025) | 6 | Pinnacle Retail Holdings, Grandview Health Systems, Hartwell Subscription Services, Brindoval Municipal Utilities, Arcadian Cloud Infrastructure, Quelvaris Card Networks — all resolved
Escrow Protection | $133,000,000 | 7% of deal value deposited with Garrison Trust Company; available for indemnification claims including any post-closing contract issues arising from change of control
Indemnification Cap | $228,000,000 | 12% of aggregate merger consideration; covers breaches including any undisclosed change of control triggers
R&W Insurance Coverage | $190,000,000 | Buyer-side policy from Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187); retention of $19,000,000
[sheet: Timeline Log]
Date | Activity | Counterparty / Subject | Action By | Notes
2024-12-12 | Due diligence data room opened by VeloPay; initial document upload commenced | All | Danielle Moreau / VeloPay GC; Whitford Jessup & Crane LLP | Calderwood & Harkness granted access to data room; contract review workstream initiated
2024-12-20 | Initial identification of change of control provisions in material contracts during due diligence review | All | Derek Okonkwo / Calderwood & Harkness | Due diligence data room opened December 12, 2024; initial contract review commenced
2025-01-06 | Detailed review of top 25 customer contracts by revenue for change of control triggers | Multiple customer counterparties | Derek Okonkwo / Calderwood & Harkness | Contracts reviewed against standard change of control provision checklist
2025-01-10 | Preliminary list of 14 material customer contracts with change of control provisions compiled | All 14 customer counterparties | Derek Okonkwo / Calderwood & Harkness; Megan Chu | List shared with Sandra Tung and Priya Deshmukh for review
2025-01-17 | Change of control consent strategy discussed in first draft Merger Agreement — Section 5.14 covenants | N/A | Calderwood & Harkness | First draft of Merger Agreement circulated to Whitford Jessup & Crane LLP
2025-01-24 | Change of Control Consent Tracker created and initial version distributed to deal team | All | Derek Okonkwo / Calderwood & Harkness | Tracker shared with HPE Fund IV team (Priya Deshmukh, Thomas Eriksen) and VeloPay management
2025-02-05 | Existing credit facility reviewed; mandatory prepayment upon change of control confirmed | Meridian Commercial Credit Corp. | Megan Chu / Calderwood & Harkness | Senior Secured Credit Agreement Section 7.01(j) confirmed as event of default trigger
2025-02-15 | Non-customer agreements with change of control provisions identified (credit facility, employment, vendor, lease, network) | Multiple | Derek Okonkwo; Megan Chu | Comprehensive tracker expanded to include all agreement types
2025-02-25 | Section 280G parachute payment analysis commenced for executive employment agreements | Nathan Aldridge, Sonia Reyes-Watkins, Marcus Langford, Danielle Moreau | Leonard Cross / Calderwood & Harkness (tax) | Analysis coordinated with HPE Fund IV tax advisors at Vireo Advisory Group
2025-03-05 | Card network change of control approval requirements confirmed with Centurion and Marlowe Asset Management | Quelvaris Card Networks Inc.; Marlowe Asset Management Payment Networks LLC | Megan Chu / Calderwood & Harkness; Danielle Moreau / VeloPay GC | Both networks require formal approval prior to closing; applications to be submitted post-signing
2025-03-12 | State money transmitter license change of control filing requirements catalogued across 48 jurisdictions | State regulators | Megan Chu / Calderwood & Harkness; Fielding McGrath LLP (regulatory counsel) | 19 states require approval; 12 require notification; 17 require no action
2025-03-18 | Merger Agreement signed; change of control consent covenant becomes operative | All | All parties | VeloPay obligated to use commercially reasonable efforts to obtain all consents
2025-03-20 | Consent request letter templates prepared and approved by Calderwood & Harkness and VeloPay GC | N/A | Derek Okonkwo / Calderwood & Harkness; Danielle Moreau / VeloPay GC | Separate templates for consent-required, consent-or-termination, and notification-only provisions
2025-03-25 | State money transmitter license applications and notifications commenced | State regulators (31 jurisdictions) | Fielding McGrath LLP; Megan Chu / Calderwood & Harkness | Staggered filing schedule based on expected processing times
2025-04-01 | First batch of consent request letters sent to high-risk customer counterparties | Pinnacle Retail, Grandview Health, Hartwell Subscription, Brindoval Municipal | VeloPay GC (Danielle Moreau); coordinated with Calderwood & Harkness | Priority outreach to highest-risk counterparties
2025-04-02 | Consent request sent to Brindoval Municipal Utilities Authority | Brindoval Municipal Utilities Authority | Marcus Langford / VeloPay CFO | Government entity; board meeting calendar reviewed — next meeting June 18
2025-04-05 | Consent request submitted to Quelvaris Card Networks Inc. | Quelvaris Card Networks Inc. | VeloPay GC (Danielle Moreau) | Card network sponsorship — critical infrastructure
2025-04-05 | Consent request sent to Hartwell Subscription Services Inc. | Hartwell Subscription Services Inc. | VeloPay GC (Danielle Moreau) | 60-day advance notification requirement; earliest outreach necessary
2025-04-08 | Consent request sent to Pinnacle Retail Holdings Inc. | Pinnacle Retail Holdings Inc. | VeloPay GC (Danielle Moreau) | Largest single customer; direct engagement by CEO planned
2025-04-10 | Consent requests sent to Trident Hospitality and Marlowe Asset Management Payment Networks | Trident Hospitality Group LP; Marlowe Asset Management Payment Networks LLC | VeloPay GC | Second wave of consent requests
2025-04-10 | Consent request sent to Arcadian Cloud Infrastructure Inc. | Arcadian Cloud Infrastructure Inc. | VeloPay GC (Danielle Moreau) | Mission-critical cloud vendor; priority outreach
2025-04-15 | Consent request sent to landlord for Austin HQ lease | Sagebrush Office Properties LP | Marcus Langford / VeloPay | Headquarters office lease
2025-04-15 | Consent request sent to Redwood Marketplace Technologies Inc. | Redwood Marketplace Technologies Inc. | VeloPay GC (Danielle Moreau) | Gateway integration client; PayStream Gateway LLC subsidiary
2025-04-18 | Consent request sent to Silverleaf E-Commerce Solutions Ltd. | Silverleaf E-Commerce Solutions Ltd. | VeloPay GC (Danielle Moreau) | Canadian customer; Ontario-law governed contract
2025-04-20 | Consent request sent to Edgewater Financial Services LLC | Edgewater Financial Services LLC | VeloPay GC (Danielle Moreau) | Fraud detection platform client
2025-04-22 | Consent request sent to Cascade Auto Group Inc. | Cascade Auto Group Inc. | VeloPay GC (Danielle Moreau) | Automotive dealer group
2025-04-25 | Consent request sent to Summit Digital Media Group Inc. | Summit Digital Media Group Inc. | VeloPay GC (Danielle Moreau) | Digital media client; data handling questions anticipated
2025-04-28 | Consent request sent to Aldermere & Co. Property Management Associates LLC | Aldermere & Co. Property Management Associates LLC | VeloPay GC (Danielle Moreau) | Property management vertical client
2025-05-01 | Investment Canada Act notification filed for VeloPay Canada Inc. | Innovation, Science and Economic Development Canada | Calderwood & Harkness; Canadian counsel | Notification filing under the Investment Canada Act
2025-05-20 | Consent obtained from Arcadian Cloud Infrastructure Inc. | Arcadian Cloud Infrastructure Inc. | VeloPay GC | Critical cloud vendor — consent obtained without conditions
2025-05-28 | Consent obtained from Grandview Health Systems LLC | Grandview Health Systems LLC | VeloPay GC | Healthcare anchor client — consent received within 60-day termination window
2025-06-03 | Investment Canada Act clearance received for VeloPay Canada Inc. | Innovation, Science and Economic Development Canada | Calderwood & Harkness; Canadian counsel | No further action required under ICA
2025-06-05 | Landlord consent obtained for Austin HQ lease | Sagebrush Office Properties LP | Marcus Langford / VeloPay | Lease consent obtained; landlord did not impose additional conditions
2025-06-10 | Consent obtained from Hartwell Subscription Services Inc. | Hartwell Subscription Services Inc. | VeloPay GC | Subscription billing client; consent obtained within 60-day advance window
2025-06-12 | Consent obtained from Pinnacle Retail Holdings Inc. | Pinnacle Retail Holdings Inc. | Nathan Aldridge; Thomas Eriksen | Largest customer; direct CEO and HPE Fund IV engagement successful
2025-06-15 | Notification sent to Northbridge Logistics Corp. | Northbridge Logistics Corp. | VeloPay GC (Danielle Moreau) | Notification-only provision; 30 days prior to closing
2025-06-18 | Consent obtained from Brindoval Municipal Utilities Authority | Brindoval Municipal Utilities Authority | Marcus Langford / VeloPay | Municipal board approval required; obtained at June board meeting
2025-06-20 | Consent obtained from Trident Hospitality Group LP | Trident Hospitality Group LP | VeloPay GC | Consent obtained after negotiation of minor fee concession for first year post-closing
2025-06-25 | Consent obtained from Silverleaf E-Commerce Solutions Ltd. | Silverleaf E-Commerce Solutions Ltd. | VeloPay GC | Canadian customer consent obtained via VeloPay Canada management outreach
2025-06-28 | Approval received from Quelvaris Card Networks Inc. | Quelvaris Card Networks Inc. | VeloPay GC | Card network sponsorship approval confirmed; no conditions imposed
2025-06-30 | Notification sent to Fieldstone Insurance Brokers Inc. | Fieldstone Insurance Brokers Inc. | VeloPay GC (Danielle Moreau) | Notification-only provision; 15 days prior to closing
2025-06-30 | Consent obtained from Cascade Auto Group Inc. | Cascade Auto Group Inc. | VeloPay GC | Automotive dealer group; consent obtained after brief negotiation
2025-07-01 | Consent obtained from Redwood Marketplace Technologies Inc. | Redwood Marketplace Technologies Inc. | VeloPay GC | Gateway integration client; indirect change of ownership consent
2025-07-01 | Notification sent to Orion Specialty Pharmacy Network LP | Orion Specialty Pharmacy Network LP | VeloPay GC (Danielle Moreau) | Notification-only provision; 15 days prior to closing
2025-07-02 | Notification acknowledged by Northbridge Logistics Corp. | Northbridge Logistics Corp. | Northbridge Logistics Corp. | Written acknowledgment received
2025-07-05 | Approval received from Marlowe Asset Management Payment Networks LLC | Marlowe Asset Management Payment Networks LLC | VeloPay GC | Second card network approval confirmed
2025-07-08 | Notification acknowledged by Fieldstone Insurance Brokers Inc. | Fieldstone Insurance Brokers Inc. | Fieldstone Insurance Brokers Inc. | Written acknowledgment received
2025-07-10 | Consent obtained from Edgewater Financial Services LLC | Edgewater Financial Services LLC | VeloPay GC | Fraud detection platform client; consent delayed by counterparty internal legal review
2025-07-10 | Notification acknowledged by Orion Specialty Pharmacy Network LP | Orion Specialty Pharmacy Network LP | Orion Specialty Pharmacy Network LP | Written acknowledgment received
2025-07-12 | Consent obtained from Aldermere & Co. Property Management Associates LLC | Aldermere & Co. Property Management Associates LLC | VeloPay GC | Property management vertical; consent obtained without material negotiation
2025-07-15 | Consent obtained from Summit Digital Media Group Inc. | Summit Digital Media Group Inc. | VeloPay GC; HPE Fund IV (data protection assurances provided) | Final customer consent; data handling concerns addressed through written assurance letter from HPE Fund IV
2025-07-15 | All 14 material customer contract consents/notifications confirmed obtained | All customer counterparties | Derek Okonkwo / Calderwood & Harkness | 100% completion rate; status report circulated to Sandra Tung, Priya Deshmukh, and Thomas Eriksen
2025-07-18 | All 31 state money transmitter change-of-control approvals/notifications completed | State regulators | Megan Chu / Calderwood & Harkness; Fielding McGrath LLP | Regulatory condition satisfied; final approval received from New York DFS
2025-07-18 | Payoff letter received from Meridian Commercial Credit Corp. | Meridian Commercial Credit Corp. | Marcus Langford / VeloPay; coordinated by Calderwood & Harkness | Total payoff: approx. $113,230,000; payoff funded at closing
2025-07-20 | Final change of control consent tracker updated and circulated to closing team | All | Derek Okonkwo / Calderwood & Harkness | Tracker confirmed all items obtained, waived, or addressed; 2 post-closing notifications identified
2025-07-21 | Pre-closing deliverables completed; all material change of control consents confirmed obtained or deemed satisfied | All | Derek Okonkwo; Megan Chu / Calderwood & Harkness | Closing condition confirmed met; closing checklist updated; bring-down certificate delivered by VeloPay
2025-07-21 | Payoff direction letter sent to Meridian Commercial Credit Corp. | Meridian Commercial Credit Corp. | Marcus Langford / VeloPay; coordinated by Calderwood & Harkness | Wire instructions provided for payoff at closing; directed to Brian Castellano at Meridian
2025-07-22 | Closing — Certificate of Merger filed with Delaware Secretary of State; merger consideration funded | All | All parties | VeloPay survives as wholly-owned subsidiary of HPE Fund IV; 2 low-risk post-closing notifications outstanding (Quorum Data Analytics, Mountain View Business Park); Meridian credit facility paid off; $133,000,000 deposited into escrow with Garrison Trust Company