1003-00003 · Harrowgate Private Equity Fund IV LP · Transaction Documents

letter-of-transmittal-form.docx DOCUMENT M&A / Corporate

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FORM OF LETTER OF TRANSMITTAL

For Shares of Common Stock of VeloPay Systems, Inc.

Pursuant to the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc.

Merger Consideration: $20.00 Per Share in Cash, Without Interest

Paying Agent:

Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021

Attention: Linda Matsumoto, Vice President, Corporate Actions

IMPORTANT — PLEASE READ CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal should be completed and signed by each holder of shares of common stock, par value $0.001 per share ("Shares"), of VeloPay Systems, Inc., a Delaware corporation ("VeloPay" or the "Company"), who desires to surrender such Shares (whether represented by stock certificates ("Certificates") or held in book-entry form ("Book-Entry Shares")) in exchange for the Merger Consideration of $20.00 per Share, net to the holder in cash, without interest (subject to any applicable withholding taxes), as described below.

This completed Letter of Transmittal, together with any Certificates representing Shares (or a duly completed affidavit of loss in lieu thereof, in the form attached hereto as Exhibit A, or as otherwise available upon request from the Paying Agent), should be mailed or delivered to the Paying Agent at the following address:

Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021

Attention: Corporate Actions — VeloPay Merger

DO NOT SEND THIS LETTER OF TRANSMITTAL TO VELOPAY SYSTEMS, INC. OR TO HARROWGATE PRIVATE EQUITY FUND IV LP. ALL CORRESPONDENCE RELATING TO THIS LETTER OF TRANSMITTAL SHOULD BE DIRECTED SOLELY TO THE PAYING AGENT AT THE ADDRESS SET FORTH ABOVE.

Holders whose Certificates have been lost, destroyed, mutilated, or stolen should refer to Section 7 below ("Lost, Destroyed, Mutilated, or Stolen Certificates") and should contact the Paying Agent, Keystone Pacific Transfer Services Inc. (Attention: Linda Matsumoto, Vice President, Corporate Actions), at the address or telephone number set forth herein for further instructions.

This Form of Letter of Transmittal is an exhibit to the Agreement and Plan of Merger, dated as of March 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute valid delivery. No alternative, conditional, or contingent tenders will be accepted. All questions as to the form of documents and the validity, eligibility (including time of receipt), and acceptance of Shares will be determined by the Surviving Corporation, in its sole and absolute discretion, which determination shall be final and binding on all parties.

SECTION 1: DESCRIPTION OF SHARES SURRENDERED

Please fill in the table below. If the space provided is insufficient, please list additional Certificate numbers, corresponding share amounts, and related information on a separate signed schedule and attach it hereto. Any such schedule shall be deemed a part of this Letter of Transmittal for all purposes.

\* Unless otherwise indicated, it will be assumed that all Shares represented by the Certificate(s) or Book-Entry position described above are being surrendered. If fewer than all Shares evidenced by a Certificate are to be surrendered, please indicate the exact number of Shares to be surrendered in the rightmost column. Any Shares not surrendered will be returned to the registered holder via issuance of a new book-entry statement reflecting the remaining Shares, to the extent applicable.

If Shares are held in book-entry form through the Depository Trust Company ("DTC") or any other book-entry transfer facility, please check the appropriate box in Section 6 ("Book-Entry Transfer") below and provide the required DTC participant information in lieu of listing Certificate numbers in this table.

SECTION 2: DELIVERY OF MERGER CONSIDERATION

Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time") on July 22, 2025, Harrowgate Velocity Merger Sub Inc. merged with and into VeloPay Systems, Inc., with VeloPay surviving the merger as a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP (the "Surviving Corporation"). At the Effective Time, each Share issued and outstanding immediately prior thereto (other than (i) Shares owned by VeloPay as treasury shares, (ii) Shares owned by Harrowgate Private Equity Fund IV LP, (iii) Shares owned by Harrowgate Velocity Merger Sub Inc., (iv) Shares owned by any direct or indirect wholly-owned subsidiary of any of the foregoing entities, and (v) Dissenting Shares (as defined below)) was automatically converted into the right to receive $20.00 in cash, without interest (the "Merger Consideration"), subject to any applicable withholding of taxes as described herein.

The aggregate merger consideration payable in connection with the merger is approximately $1,900,000,000 (one billion nine hundred million dollars), based on an aggregate of 95,000,000 Shares outstanding on a fully diluted, as-converted basis at the Effective Time, resulting in a per-Share merger consideration of $20.00.

Payments of the Merger Consideration will be made by check or wire transfer (at the election of the holder, subject to the minimum thresholds described in Section 3 below) following the Paying Agent's receipt of: (i) this Letter of Transmittal, duly completed and validly executed in accordance with the instructions set forth herein; (ii) the Certificate(s) representing the Shares surrendered hereby (or, in lieu thereof, a properly completed affidavit of loss in the form attached hereto as Exhibit A, together with any required indemnity bond) or confirmation of a book-entry transfer of Book-Entry Shares into the Paying Agent's account at DTC; and (iii) any other documents required by this Letter of Transmittal or otherwise reasonably requested by the Paying Agent.

No interest will be paid or will accrue on the Merger Consideration, regardless of any delay in making payment. The Paying Agent shall make payment of the Merger Consideration as promptly as practicable following satisfaction of the foregoing conditions.

SECTION 3: METHOD OF PAYMENT ELECTION

Please indicate your preferred method of payment by checking one of the boxes below. If no box is checked, payment will be made by check mailed to the registered address of the holder (or to the address indicated in the Special Payment Instructions or Special Delivery Instructions sections below, if applicable).

(a) Payment by Check

If this box is checked, a check for the aggregate Merger Consideration payable to the undersigned will be mailed to the registered address of the holder as reflected in the records of the Paying Agent, unless a different address or payee is specified in the Special Payment Instructions (Section 4) or Special Delivery Instructions (Section 5) below. The Paying Agent shall not be responsible for any delay in the delivery of checks sent by U.S. mail.

(b) Payment by Wire Transfer

Payment by wire transfer is available only for aggregate payments of $1,000 or more. If this box is checked, please provide the following wire transfer instructions. Incomplete or illegible wire instructions may result in payment by check instead. Any wire transfer fees imposed by the receiving bank or intermediary banks will be deducted from the payment amount.

Wire Transfer Instructions:

Note: Wire transfer fees, if any, imposed by the receiving or intermediary financial institution(s) will be deducted from the payment amount. The Paying Agent will not be liable for any delay or error resulting from incomplete, illegible, or inaccurate wire transfer instructions. If wire transfer instructions are incomplete or cannot be processed, the Paying Agent reserves the right to issue payment by check to the registered address instead.

SECTION 4: SPECIAL PAYMENT INSTRUCTIONS (IF APPLICABLE)

Complete this Section ONLY if the Merger Consideration is to be issued in a name OTHER than that of the registered holder(s) of the Shares surrendered herewith.

IMPORTANT: If this Section 4 is completed, signatures on this Letter of Transmittal must be guaranteed by an eligible guarantor institution as described in the Medallion Signature Guarantee section (Section 11) below. In addition, appropriate documentation establishing the authority and identity of the person named above must be provided, including, without limitation, a duly executed stock power, medallion signature guarantee, and/or such other evidence of authority as the Paying Agent may reasonably require. Any applicable stock transfer taxes payable as a result of the payment of the Merger Consideration to a person other than the registered holder must be paid by the undersigned or satisfactory evidence of payment thereof (or exemption therefrom) must be submitted herewith.

SECTION 5: SPECIAL DELIVERY INSTRUCTIONS (IF APPLICABLE)

Complete this Section ONLY if the check for the Merger Consideration (or any returned Certificates or other documents) is to be mailed to an address OTHER than the registered address of the holder(s) shown in Section 1 above.

IMPORTANT: If this Section 5 is completed and the delivery address differs from the registered address of the holder, a Medallion Signature Guarantee may be required as described in the Medallion Signature Guarantee section (Section 11) below.

SECTION 6: BOOK-ENTRY TRANSFER

** Check here if Shares are held in book-entry form and delivery of Shares will be made by book-entry transfer to the Paying Agent's account at The Depository Trust Company.

If the above box is checked, please provide the following information to facilitate the book-entry transfer of your Shares to the Paying Agent's account at DTC:

Delivery of Book-Entry Shares will be effected by the book-entry transfer of such Shares into the Paying Agent's account at DTC, pursuant to the procedures established by DTC for such purposes. Holders of Book-Entry Shares who wish to surrender their Shares through DTC should instruct their DTC participant to effect delivery of such Shares in accordance with the applicable DTC procedures. A confirmation of such book-entry transfer into the Paying Agent's account at DTC (a "Book-Entry Confirmation") must be received by the Paying Agent prior to payment of the Merger Consideration. Delivery of documents to DTC does not constitute delivery to the Paying Agent.

SECTION 7: LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES

** Check here if any Certificate(s) representing Shares to be surrendered have been lost, destroyed, mutilated, or stolen.

If the above box is checked, the holder must complete and submit an affidavit of loss in the form attached hereto as Exhibit A (or in such other form as may be provided by or acceptable to the Paying Agent upon request). In addition to the affidavit of loss, the holder may be required to post a surety bond in an amount and upon such terms and conditions as shall be satisfactory to the Paying Agent and the Surviving Corporation, as indemnity against any claim that may be made against the Paying Agent, the Surviving Corporation, Parent, or any of their respective affiliates, successors, or assigns with respect to such lost, destroyed, mutilated, or stolen Certificate(s). The cost of any such surety bond shall be borne by the holder.

Holders whose Certificates have been lost, destroyed, mutilated, or stolen should contact the Paying Agent promptly for further instructions:

Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021

Attention: Linda Matsumoto, Vice President, Corporate Actions

Telephone: (781) 575-2900

Email: corporateactions@keystonepacific.com

The Paying Agent will provide the holder with the necessary forms and instructions to replace the missing Certificate(s) and to process payment of the Merger Consideration. Holders should not delay in contacting the Paying Agent, as the posting of a surety bond and the processing of replacement documentation may take additional time.

SECTION 8: IMPORTANT TAX INFORMATION AND SUBSTITUTE IRS FORM W-9

Substitute Form W-9 — Request for Taxpayer Identification Number and Certification

Under federal income tax law, a stockholder whose Shares are surrendered in exchange for the Merger Consideration is required to provide the Paying Agent with such holder's correct Taxpayer Identification Number ("TIN") on a Substitute Form W-9 (set forth below) or an IRS Form W-9. The TIN is generally the holder's Social Security Number (for individuals) or Employer Identification Number (for entities). Failure to provide a correct TIN or an adequate basis for exemption from backup withholding may subject the holder to backup withholding at the applicable rate (currently 24%) on the gross amount of the Merger Consideration payable to such holder. In addition, failure to provide a correct TIN may result in the imposition of a $50 penalty by the Internal Revenue Service.

If backup withholding applies, the Paying Agent is required to withhold 24% of the Merger Consideration payable to such holder. Backup withholding is not an additional tax. Rather, the amount of backup withholding may be credited against the holder's United States federal income tax liability, and a refund may be obtained if backup withholding results in an overpayment of tax, provided that the required information is timely furnished to the Internal Revenue Service.

SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number and Certification (See Instructions below)

Federal Tax Classification (check the appropriate box):

Individual / Sole Proprietor / Single-Member LLC C Corporation S Corporation Partnership Trust / Estate Limited Liability Company — enter tax classification: __ (C = C Corporation, S = S Corporation, P = Partnership) Other (specify): __

Certification (Under Penalties of Perjury)

Under penalties of perjury, I certify that:

(1) The Taxpayer Identification Number shown above is my correct TIN (or I am waiting for a TIN to be issued to me and I have enclosed a completed IRS Form W-9 Request for TIN and an explanation that I have applied for a TIN or intend to apply for one in the near future);

(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding;

(3) I am a U.S. person (including a U.S. resident alien) as defined for U.S. federal income tax purposes; and

(4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting are correct.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return, you must cross out item (2) above before signing.

Signature: ________

Printed Name: ________

Date: ________

Note for Non-U.S. Holders

Non-U.S. persons (including non-resident aliens, foreign corporations, foreign partnerships, foreign trusts, and foreign estates) should NOT complete the Substitute Form W-9 set forth above. Instead, non-U.S. persons should submit the appropriate IRS Form W-8 to the Paying Agent in order to establish an exemption from, or a reduced rate of, backup withholding and/or withholding under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") or other applicable provisions of the Internal Revenue Code. The applicable form of IRS Form W-8 will depend on the holder's circumstances and may include:

• IRS Form W-8BEN — for foreign individuals claiming treaty benefits or certifying foreign status;

• IRS Form W-8BEN-E — for foreign entities claiming treaty benefits or certifying foreign status;

• IRS Form W-8ECI — for foreign persons claiming that income is effectively connected with the conduct of a trade or business in the United States;

• IRS Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches; or

• IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, and foreign private foundations.

Copies of the applicable IRS Form W-8 may be obtained from the IRS website at www.irs.gov or by contacting the Paying Agent. Holders are strongly urged to consult their own tax advisors regarding the application of FIRPTA, backup withholding, and other withholding tax obligations to the receipt of the Merger Consideration.

SECTION 9: STOCKHOLDER REPRESENTATIONS, WARRANTIES, AND AGREEMENTS

By signing and submitting this Letter of Transmittal (or by causing this Letter of Transmittal to be submitted on the undersigned's behalf), the undersigned hereby represents, warrants, and agrees as follows:

(a) The undersigned is the registered holder of the Shares described in Section 1 of this Letter of Transmittal, or is a duly authorized representative of the registered holder thereof, and has full legal capacity to execute and deliver this Letter of Transmittal and to surrender, sell, assign, and transfer the Shares described herein.

(b) The undersigned has full power and authority to surrender, sell, assign, and transfer the Shares described in Section 1 of this Letter of Transmittal, and upon surrender and transfer of such Shares as contemplated hereby, the Surviving Corporation and Parent will acquire good, valid, and marketable title to such Shares.

(c) The Shares surrendered hereby are being transferred free and clear of all liens, claims, encumbrances, charges, security interests, pledges, options, rights of first refusal, community property interests, equitable interests, restrictions on transfer, and restrictions of any other kind or nature whatsoever, and the undersigned has not entered into any agreement, arrangement, or understanding (whether written or oral) that would create any such lien, claim, encumbrance, charge, security interest, or restriction with respect to the Shares.

(d) Upon surrender of the Shares described herein in accordance with the terms of this Letter of Transmittal and the Merger Agreement, VeloPay Systems, Inc. (as the Surviving Corporation) and Harrowgate Private Equity Fund IV LP will acquire good, valid, and marketable title to the Shares, free and clear of all liens, claims, encumbrances, charges, security interests, pledges, options, rights of first refusal, community property interests, equitable interests, restrictions on transfer, and restrictions of any other kind or nature whatsoever.

(e) The undersigned will, upon request and without further consideration, execute and deliver any additional documents, instruments, or assurances reasonably deemed necessary or desirable by the Paying Agent, the Surviving Corporation, or Parent to complete the surrender, assignment, and transfer of the Shares described herein and the payment of the Merger Consideration in respect thereof.

(f) The undersigned acknowledges and agrees that the Merger Consideration of $20.00 per Share will be paid without interest, regardless of any delay in making such payment, and that no interest has accrued or will accrue on the Merger Consideration from and after the Effective Time.

(g) The undersigned acknowledges that the undersigned has received, read, and understands the Information Statement mailed to stockholders of VeloPay Systems, Inc. on or about April 14, 2025 (the "Information Statement"), regarding the merger approved by written consent of stockholders pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL"), and the undersigned has had the opportunity to review the Merger Agreement and all other documents referenced in the Information Statement.

(h) The undersigned understands and acknowledges that the Paying Agent will deduct and withhold from the Merger Consideration any amounts required to be deducted or withheld under applicable federal, state, local, or foreign tax laws (including, without limitation, income tax, backup withholding, and withholding under FIRPTA), and that any amounts so withheld and remitted to the applicable taxing authority shall be treated for all purposes as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.

SECTION 10: DISSENTING SHARES / APPRAISAL RIGHTS

IMPORTANT NOTICE REGARDING APPRAISAL RIGHTS

Holders of Shares who did not consent to the merger and who have properly demanded appraisal of their Shares in compliance with Section 262 of the Delaware General Corporation Law ("DGCL") are not entitled to receive the Merger Consideration unless and until such holder effectively withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. Shares held by any such holder who has properly demanded and not withdrawn or lost appraisal rights are referred to herein as "Dissenting Shares."

This Letter of Transmittal should NOT be submitted by any holder who has properly demanded and has not withdrawn or lost appraisal rights under Section 262 of the DGCL. Submission of this Letter of Transmittal by a holder who has previously demanded appraisal rights may, depending on the circumstances, constitute a withdrawal of such holder's demand for appraisal and a waiver of such holder's appraisal rights.

If a holder who has demanded appraisal subsequently withdraws such demand or otherwise loses the right to appraisal (whether by failing to comply with the requirements of Section 262 of the DGCL or by mutual settlement with the Surviving Corporation), such holder will then be entitled to receive the Merger Consideration, subject to compliance with the terms of this Letter of Transmittal and the Merger Agreement.

For further information regarding appraisal rights, holders are directed to Section 262 of the DGCL, the full text of which was included as Annex B to the Information Statement mailed to stockholders on or about April 14, 2025. Holders considering exercising appraisal rights are encouraged to consult their own legal advisors, as failure to comply strictly with the requirements of Section 262 of the DGCL may result in the loss of appraisal rights.

SECTION 11: SIGNATURE BLOCK

By executing this Letter of Transmittal below, the undersigned hereby surrenders the Shares described in Section 1 above and agrees to be bound by the representations, warranties, agreements, and other terms and conditions set forth in this Letter of Transmittal.

For Individual Holders:

Signature: ________

Printed Name: ________

Date: ________

Daytime Telephone Number: ________

Email Address: ________

For Entity or Fiduciary Holders:

Entity Name: ________

By: ________ (Signature of Authorized Person)

Name: ________ (Printed)

Title: ________

Date: ________

Daytime Telephone Number: ________

Email Address: ________

Medallion Signature Guarantee (If Required)

A Medallion Signature Guarantee is required if any of the following circumstances apply:

(i) the Merger Consideration is to be issued in a name other than that of the registered holder of the Shares (i.e., Section 4 — Special Payment Instructions has been completed);

(ii) the Merger Consideration is to be sent to an address other than the registered address of the holder (i.e., Section 5 — Special Delivery Instructions has been completed); or

(iii) any Certificate representing Shares has been reported as lost, destroyed, mutilated, or stolen and the applicable threshold for a surety bond has not been met.

A Medallion Signature Guarantee must be obtained from an eligible guarantor institution that is a member of a recognized Medallion Signature Guarantee program, which includes the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), and the New York Stock Exchange Medallion Signature Program (MSP). Signature guarantees from financial institutions that are not participants in a recognized Medallion program will not be accepted.

Guarantee: ________

Name of Guarantor Institution: ________

Address of Guarantor Institution: ________

Authorized Signature: ________

Title of Authorized Signatory: ________

Date: ________

SECTION 12: INSTRUCTIONS TO LETTER OF TRANSMITTAL

The following instructions should be read carefully before completing this Letter of Transmittal. Compliance with the following instructions will facilitate the prompt processing of your surrender of Shares and the payment of the Merger Consideration. Failure to comply with these instructions may result in a delay in the processing of your payment.

Instruction 1: Delivery of Letter of Transmittal and Certificates

This Letter of Transmittal must be properly completed, duly executed, and, together with all Certificate(s) representing the Shares to be surrendered (or, in lieu thereof, a properly completed affidavit of loss in the form attached hereto as Exhibit A, together with any required surety bond or indemnity agreement) and any other required documents, delivered to the Paying Agent at the address set forth below. If Shares are held in book-entry form, a Book-Entry Confirmation of transfer of such Shares into the Paying Agent's account at DTC must be received by the Paying Agent.

The method of delivery of this Letter of Transmittal, Certificates, and all other required documents is at the election and sole risk of the surrendering stockholder. If delivery is by mail, registered mail with return receipt requested and proper insurance is strongly recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Deliveries of this Letter of Transmittal and accompanying documents should be made to the Paying Agent at the following addresses:

By Mail: Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021

Attention: Corporate Actions — VeloPay Merger

By Hand or Overnight Courier: Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021

Attention: Corporate Actions — VeloPay Merger

DO NOT SEND THIS LETTER OF TRANSMITTAL, CERTIFICATES, OR ANY ACCOMPANYING DOCUMENTS TO VELOPAY SYSTEMS, INC., HARROWGATE PRIVATE EQUITY FUND IV LP, OR CALDERWOOD & HARKNESS LLP. ANY ITEMS SENT TO THESE PARTIES WILL NOT BE FORWARDED TO THE PAYING AGENT AND WILL NOT BE DEEMED TO HAVE BEEN RECEIVED BY THE PAYING AGENT.

Instruction 2: Signatures

If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed in Section 1, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) or as reflected on the applicable book-entry account records, without alteration, enlargement, or any other change whatsoever. If any of the Shares are registered in the names of two or more joint holders, all such holders must sign this Letter of Transmittal.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or other person acting in a fiduciary or representative capacity on behalf of the registered holder, such person must: (i) indicate such capacity when signing this Letter of Transmittal; and (ii) submit satisfactory evidence of such person's authority to act on behalf of the registered holder. Satisfactory evidence of authority may include, without limitation, certified copies of letters testamentary, letters of administration, court orders, corporate resolutions, powers of attorney, or trust instruments (or certified copies thereof), as applicable.

If the Shares are registered in the name of a broker, dealer, bank, or other nominee, the applicable nominee must sign this Letter of Transmittal, or a properly completed stock power must be provided, in either case with any required Medallion Signature Guarantee.

Instruction 3: Medallion Signature Guarantee Requirements

No Medallion Signature Guarantee is required if:

(a) this Letter of Transmittal is signed by the registered holder(s) of the Shares described in Section 1, the Merger Consideration is to be paid directly to such registered holder(s), and the check is to be mailed to the registered address of such holder(s) (or, in the case of a wire transfer, to the bank account designated by such holder(s)); or

(b) the Shares are surrendered for the account of a member firm of a recognized Medallion Signature Guarantee program (STAMP, SEMP, or MSP) and such member firm provides its guarantee.

In all other cases, including without limitation where (i) the Merger Consideration is to be paid to a person other than the registered holder, (ii) the Merger Consideration or returned documents are to be sent to an address other than the registered address, or (iii) any Certificate has been lost, destroyed, or stolen, all signatures on this Letter of Transmittal must be guaranteed by an eligible guarantor institution that is a participant in a recognized Medallion Signature Guarantee program approved by the Securities Transfer Association.

Instruction 4: Stock Transfer Taxes

If the Merger Consideration is to be paid to any person other than the registered holder of the surrendered Shares, or if surrendered Certificates are registered in a name or names other than that of the person or persons signing this Letter of Transmittal, the full amount of any applicable stock transfer taxes (whether imposed by any state, local, or other taxing authority) will be charged to and payable by the surrendering stockholder, unless satisfactory evidence is submitted to the Paying Agent that such taxes have been paid or that no such taxes are applicable. Holders should consult with their own tax advisors regarding the applicability of any stock transfer taxes to their particular circumstances.

Instruction 5: Tax Withholding

The Paying Agent will deduct and withhold from the Merger Consideration payable to any holder of Shares any amounts that are required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any other applicable provision of federal, state, local, or foreign tax law (including, without limitation, any amounts required to be withheld under Section 1445 of the Code (FIRPTA), Sections 1471 through 1474 of the Code (FATCA), or Sections 3406 and 3402 of the Code (backup withholding)). Any amounts so deducted and withheld will be remitted to the applicable taxing authority and will be treated for all purposes of the Merger Agreement and this Letter of Transmittal as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.

Holders who fail to provide a properly completed Substitute Form W-9 (as set forth in Section 8 above) or an applicable IRS Form W-8, or who fail to otherwise establish an exemption from backup withholding, may be subject to backup withholding at the rate of 24% on the gross amount of the Merger Consideration payable to such holder. Backup withholding is not an additional tax; amounts withheld may be credited against the holder's U.S. federal income tax liability, and a refund may be obtained if backup withholding results in an overpayment of tax, provided that the required information is furnished to the IRS in a timely manner.

All stockholders are urged to consult their own tax advisors with respect to the U.S. federal, state, local, and non-U.S. tax consequences of the merger and the receipt of the Merger Consideration.

Instruction 6: Requests for Assistance or Additional Forms

Questions, requests for assistance, or requests for additional copies of this Letter of Transmittal, the related form of affidavit of loss (Exhibit A), or other documents related to the surrender of Shares and payment of the Merger Consideration may be directed to the Paying Agent at the following address and contact information:

Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021

Attention: Linda Matsumoto, Vice President, Corporate Actions

Telephone: (781) 575-2900 Facsimile: (781) 575-2901

Email: corporateactions@keystonepacific.com

Additional copies of this Letter of Transmittal and the related form of affidavit of loss may be obtained by contacting the Paying Agent at the address and contact information set forth above or by downloading them from the investor relations section of the Company's website at www.velopaysystems.com/merger.

Instruction 7: Waiver of Conditions

The Surviving Corporation (VeloPay Systems, Inc., as a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP) reserves the absolute right, in its sole and absolute discretion, to waive any defect or irregularity in the surrender of any Certificate(s) or Book-Entry Shares and to determine whether any Letter of Transmittal has been properly completed and is otherwise in proper and acceptable form for purposes of processing payment of the Merger Consideration. The Surviving Corporation's determination on all such matters shall be final and binding on all parties.

None of the Surviving Corporation, Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., the Paying Agent, or any other person or entity shall be under any duty or obligation to give notice of any defect or irregularity in any surrender of Certificates or Book-Entry Shares, and none of such parties shall incur any liability whatsoever for failure to give any such notice. No tender of Certificates or Book-Entry Shares will be deemed to have been made until all defects and irregularities have been cured or waived. The Surviving Corporation's interpretation of the terms and conditions of this Letter of Transmittal (including these Instructions) shall be final and binding on all parties.

Instruction 8: No Interest on Merger Consideration

No interest will be paid or will accrue on the Merger Consideration, regardless of any delay in making payment following the Effective Time of the merger. The right to receive the Merger Consideration shall not bear interest from and after the Effective Time through the date of payment.

EXHIBIT A

FORM OF AFFIDAVIT OF LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATE(S)

For Shares of Common Stock of VeloPay Systems, Inc.

STATE OF ________

COUNTY OF ________

Before me, the undersigned notary public, on this date personally appeared the affiant named below, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed herein, and who, being by me duly sworn, did depose and state as follows:

Affiant Information.

Recitals.

1. The affiant is the registered holder of, or is duly authorized to act on behalf of the registered holder of, __ shares of common stock, par value $0.001 per share, of VeloPay Systems, Inc., a Delaware corporation, represented by Certificate Number(s) __________.

2. The Certificate(s) described above have been (check one):

Lost Destroyed Mutilated Stolen

3. The circumstances of the loss, destruction, mutilation, or theft are described as follows:

________________________________________

4. The affiant has made a diligent search for the Certificate(s) described above and has been unable to find or locate them. The affiant believes that the Certificate(s) have been irretrievably lost, destroyed, mutilated, or stolen and cannot be recovered.

5. If the Certificate(s) described above are found or recovered at any time hereafter, the affiant agrees to promptly return such Certificate(s) to the Paying Agent, Keystone Pacific Transfer Services Inc., at the address set forth in the Letter of Transmittal to which this Exhibit A is attached.

Indemnification Undertaking. The affiant hereby agrees to indemnify, defend, and hold harmless VeloPay Systems, Inc. (as the Surviving Corporation), Harrowgate Private Equity Fund IV LP, Keystone Pacific Transfer Services Inc. (as Paying Agent), and each of their respective successors, assigns, officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising from, relating to, or in connection with the Certificate(s) described above, including, without limitation, any claim by any third party asserting ownership of, or any interest in, such Certificate(s) or the Shares represented thereby.

Note: The Paying Agent may, in its sole discretion, require the affiant to post a surety bond (an "Indemnity Bond") in such amount and upon such terms and conditions as shall be satisfactory to the Paying Agent and the Surviving Corporation as additional security and indemnity against any claims relating to the lost, destroyed, mutilated, or stolen Certificate(s). The cost of any such Indemnity Bond, including any premiums or fees charged by the surety, shall be borne solely by the affiant. The Paying Agent will notify the affiant of the requirement for, and the terms of, any such Indemnity Bond.

Signature of Affiant

Signature: ________

Printed Name: ________

Date: ________

Notarization.

Subscribed and sworn to before me this __ day of _____, 20___.

Notary Public: ________

My Commission Expires: ________

[Notary Seal]

This Form of Letter of Transmittal is an exhibit to the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc.

Prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, 38th Floor, New York, New York 10019. Matter Number: 1003-00003.

Name(s) and Address(es) of Registered Holder(s) (as shown on Certificate(s) or in Book-Entry account)	Certificate Number(s) (write "Book-Entry" if applicable)	Total Number of Shares Represented by Certificate(s) or Book-Entry Position	Number of Shares Surrendered (if fewer than all, specify)\*
Field	Information
Bank Name:	________
Bank Address:	________
ABA Routing Number:	________
Account Number:	________
Account Name:	________
Reference / For Further Credit To:	________
SWIFT Code (if applicable):	________
Field	Information
Name:	________
Address (Street):	________
City, State, Zip Code:	________
Taxpayer Identification Number or Social Security Number:	________
Field	Information
Name:	________
Address (Street):	________
City, State, Zip Code:	________
Field	Information
DTC Participant Name:	________
DTC Participant Number:	________
DTC Account Number:	________
Transaction Code Number:	________
Field	Information
Name (as shown on your income tax return):	________

Business name / disregarded entity name (if different from above):	________
Field	Information
Exempt payee code (if applicable):	________
Exemption from FATCA reporting code (if applicable):	________
Address (number, street, and apartment or suite number):	________
City, State, and ZIP Code:	________
TIN (Social Security Number or Employer Identification Number):	__ - __ - __
Field	Information
Name of Affiant:	________
Address of Affiant:	________
City, State, Zip Code:	________
Daytime Telephone Number:	________
Relationship to Registered Holder (if affiant is not the registered holder):	________

FORM OF LETTER OF TRANSMITTAL
For Shares of Common Stock of VeloPay Systems, Inc.
Pursuant to the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc.
Merger Consideration: $20.00 Per Share in Cash, Without Interest
Paying Agent:
Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Linda Matsumoto, Vice President, Corporate Actions
IMPORTANT — PLEASE READ CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL
This Letter of Transmittal should be completed and signed by each holder of shares of common stock, par value $0.001 per share ("Shares"), of VeloPay Systems, Inc., a Delaware corporation ("VeloPay" or the "Company"), who desires to surrender such Shares (whether represented by stock certificates ("Certificates") or held in book-entry form ("Book-Entry Shares")) in exchange for the Merger Consideration of $20.00 per Share, net to the holder in cash, without interest (subject to any applicable withholding taxes), as described below.
This completed Letter of Transmittal, together with any Certificates representing Shares (or a duly completed affidavit of loss in lieu thereof, in the form attached hereto as Exhibit A, or as otherwise available upon request from the Paying Agent), should be mailed or delivered to the Paying Agent at the following address:
Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Corporate Actions — VeloPay Merger
DO NOT SEND THIS LETTER OF TRANSMITTAL TO VELOPAY SYSTEMS, INC. OR TO HARROWGATE PRIVATE EQUITY FUND IV LP. ALL CORRESPONDENCE RELATING TO THIS LETTER OF TRANSMITTAL SHOULD BE DIRECTED SOLELY TO THE PAYING AGENT AT THE ADDRESS SET FORTH ABOVE.
Holders whose Certificates have been lost, destroyed, mutilated, or stolen should refer to Section 7 below ("Lost, Destroyed, Mutilated, or Stolen Certificates") and should contact the Paying Agent, Keystone Pacific Transfer Services Inc. (Attention: Linda Matsumoto, Vice President, Corporate Actions), at the address or telephone number set forth herein for further instructions.
This Form of Letter of Transmittal is an exhibit to the Agreement and Plan of Merger, dated as of March 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute valid delivery. No alternative, conditional, or contingent tenders will be accepted. All questions as to the form of documents and the validity, eligibility (including time of receipt), and acceptance of Shares will be determined by the Surviving Corporation, in its sole and absolute discretion, which determination shall be final and binding on all parties.
SECTION 1: DESCRIPTION OF SHARES SURRENDERED
Please fill in the table below. If the space provided is insufficient, please list additional Certificate numbers, corresponding share amounts, and related information on a separate signed schedule and attach it hereto. Any such schedule shall be deemed a part of this Letter of Transmittal for all purposes.
\* Unless otherwise indicated, it will be assumed that all Shares represented by the Certificate(s) or Book-Entry position described above are being surrendered. If fewer than all Shares evidenced by a Certificate are to be surrendered, please indicate the exact number of Shares to be surrendered in the rightmost column. Any Shares not surrendered will be returned to the registered holder via issuance of a new book-entry statement reflecting the remaining Shares, to the extent applicable.
If Shares are held in book-entry form through the Depository Trust Company ("DTC") or any other book-entry transfer facility, please check the appropriate box in Section 6 ("Book-Entry Transfer") below and provide the required DTC participant information in lieu of listing Certificate numbers in this table.
SECTION 2: DELIVERY OF MERGER CONSIDERATION
Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time") on July 22, 2025, Harrowgate Velocity Merger Sub Inc. merged with and into VeloPay Systems, Inc., with VeloPay surviving the merger as a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP (the "Surviving Corporation"). At the Effective Time, each Share issued and outstanding immediately prior thereto (other than (i) Shares owned by VeloPay as treasury shares, (ii) Shares owned by Harrowgate Private Equity Fund IV LP, (iii) Shares owned by Harrowgate Velocity Merger Sub Inc., (iv) Shares owned by any direct or indirect wholly-owned subsidiary of any of the foregoing entities, and (v) Dissenting Shares (as defined below)) was automatically converted into the right to receive $20.00 in cash, without interest (the "Merger Consideration"), subject to any applicable withholding of taxes as described herein.
The aggregate merger consideration payable in connection with the merger is approximately $1,900,000,000 (one billion nine hundred million dollars), based on an aggregate of 95,000,000 Shares outstanding on a fully diluted, as-converted basis at the Effective Time, resulting in a per-Share merger consideration of $20.00.
Payments of the Merger Consideration will be made by check or wire transfer (at the election of the holder, subject to the minimum thresholds described in Section 3 below) following the Paying Agent's receipt of: (i) this Letter of Transmittal, duly completed and validly executed in accordance with the instructions set forth herein; (ii) the Certificate(s) representing the Shares surrendered hereby (or, in lieu thereof, a properly completed affidavit of loss in the form attached hereto as Exhibit A, together with any required indemnity bond) or confirmation of a book-entry transfer of Book-Entry Shares into the Paying Agent's account at DTC; and (iii) any other documents required by this Letter of Transmittal or otherwise reasonably requested by the Paying Agent.
No interest will be paid or will accrue on the Merger Consideration, regardless of any delay in making payment. The Paying Agent shall make payment of the Merger Consideration as promptly as practicable following satisfaction of the foregoing conditions.
SECTION 3: METHOD OF PAYMENT ELECTION
Please indicate your preferred method of payment by checking one of the boxes below. If no box is checked, payment will be made by check mailed to the registered address of the holder (or to the address indicated in the Special Payment Instructions or Special Delivery Instructions sections below, if applicable).
 (a) Payment by Check
If this box is checked, a check for the aggregate Merger Consideration payable to the undersigned will be mailed to the registered address of the holder as reflected in the records of the Paying Agent, unless a different address or payee is specified in the Special Payment Instructions (Section 4) or Special Delivery Instructions (Section 5) below. The Paying Agent shall not be responsible for any delay in the delivery of checks sent by U.S. mail.
 (b) Payment by Wire Transfer
Payment by wire transfer is available only for aggregate payments of $1,000 or more. If this box is checked, please provide the following wire transfer instructions. Incomplete or illegible wire instructions may result in payment by check instead. Any wire transfer fees imposed by the receiving bank or intermediary banks will be deducted from the payment amount.
Wire Transfer Instructions:
Note: Wire transfer fees, if any, imposed by the receiving or intermediary financial institution(s) will be deducted from the payment amount. The Paying Agent will not be liable for any delay or error resulting from incomplete, illegible, or inaccurate wire transfer instructions. If wire transfer instructions are incomplete or cannot be processed, the Paying Agent reserves the right to issue payment by check to the registered address instead.
SECTION 4: SPECIAL PAYMENT INSTRUCTIONS (IF APPLICABLE)
Complete this Section ONLY if the Merger Consideration is to be issued in a name OTHER than that of the registered holder(s) of the Shares surrendered herewith.
IMPORTANT: If this Section 4 is completed, signatures on this Letter of Transmittal must be guaranteed by an eligible guarantor institution as described in the Medallion Signature Guarantee section (Section 11) below. In addition, appropriate documentation establishing the authority and identity of the person named above must be provided, including, without limitation, a duly executed stock power, medallion signature guarantee, and/or such other evidence of authority as the Paying Agent may reasonably require. Any applicable stock transfer taxes payable as a result of the payment of the Merger Consideration to a person other than the registered holder must be paid by the undersigned or satisfactory evidence of payment thereof (or exemption therefrom) must be submitted herewith.
SECTION 5: SPECIAL DELIVERY INSTRUCTIONS (IF APPLICABLE)
Complete this Section ONLY if the check for the Merger Consideration (or any returned Certificates or other documents) is to be mailed to an address OTHER than the registered address of the holder(s) shown in Section 1 above.
IMPORTANT: If this Section 5 is completed and the delivery address differs from the registered address of the holder, a Medallion Signature Guarantee may be required as described in the Medallion Signature Guarantee section (Section 11) below.
SECTION 6: BOOK-ENTRY TRANSFER
** Check here if Shares are held in book-entry form and delivery of Shares will be made by book-entry transfer to the Paying Agent's account at The Depository Trust Company.
If the above box is checked, please provide the following information to facilitate the book-entry transfer of your Shares to the Paying Agent's account at DTC:
Delivery of Book-Entry Shares will be effected by the book-entry transfer of such Shares into the Paying Agent's account at DTC, pursuant to the procedures established by DTC for such purposes. Holders of Book-Entry Shares who wish to surrender their Shares through DTC should instruct their DTC participant to effect delivery of such Shares in accordance with the applicable DTC procedures. A confirmation of such book-entry transfer into the Paying Agent's account at DTC (a "Book-Entry Confirmation") must be received by the Paying Agent prior to payment of the Merger Consideration. Delivery of documents to DTC does not constitute delivery to the Paying Agent.
SECTION 7: LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES
** Check here if any Certificate(s) representing Shares to be surrendered have been lost, destroyed, mutilated, or stolen.
If the above box is checked, the holder must complete and submit an affidavit of loss in the form attached hereto as Exhibit A (or in such other form as may be provided by or acceptable to the Paying Agent upon request). In addition to the affidavit of loss, the holder may be required to post a surety bond in an amount and upon such terms and conditions as shall be satisfactory to the Paying Agent and the Surviving Corporation, as indemnity against any claim that may be made against the Paying Agent, the Surviving Corporation, Parent, or any of their respective affiliates, successors, or assigns with respect to such lost, destroyed, mutilated, or stolen Certificate(s). The cost of any such surety bond shall be borne by the holder.
Holders whose Certificates have been lost, destroyed, mutilated, or stolen should contact the Paying Agent promptly for further instructions:
Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Linda Matsumoto, Vice President, Corporate Actions
Telephone: (781) 575-2900
Email: corporateactions@keystonepacific.com
The Paying Agent will provide the holder with the necessary forms and instructions to replace the missing Certificate(s) and to process payment of the Merger Consideration. Holders should not delay in contacting the Paying Agent, as the posting of a surety bond and the processing of replacement documentation may take additional time.
SECTION 8: IMPORTANT TAX INFORMATION AND SUBSTITUTE IRS FORM W-9
Substitute Form W-9 — Request for Taxpayer Identification Number and Certification
Under federal income tax law, a stockholder whose Shares are surrendered in exchange for the Merger Consideration is required to provide the Paying Agent with such holder's correct Taxpayer Identification Number ("TIN") on a Substitute Form W-9 (set forth below) or an IRS Form W-9. The TIN is generally the holder's Social Security Number (for individuals) or Employer Identification Number (for entities). Failure to provide a correct TIN or an adequate basis for exemption from backup withholding may subject the holder to backup withholding at the applicable rate (currently 24%) on the gross amount of the Merger Consideration payable to such holder. In addition, failure to provide a correct TIN may result in the imposition of a $50 penalty by the Internal Revenue Service.
If backup withholding applies, the Paying Agent is required to withhold 24% of the Merger Consideration payable to such holder. Backup withholding is not an additional tax. Rather, the amount of backup withholding may be credited against the holder's United States federal income tax liability, and a refund may be obtained if backup withholding results in an overpayment of tax, provided that the required information is timely furnished to the Internal Revenue Service.
SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number and Certification (See Instructions below)
Federal Tax Classification (check the appropriate box):
Individual / Sole Proprietor / Single-Member LLC C Corporation S Corporation Partnership Trust / Estate Limited Liability Company — enter tax classification: __ (C = C Corporation, S = S Corporation, P = Partnership) Other (specify): __
Certification (Under Penalties of Perjury)
Under penalties of perjury, I certify that:
(1) The Taxpayer Identification Number shown above is my correct TIN (or I am waiting for a TIN to be issued to me and I have enclosed a completed IRS Form W-9 Request for TIN and an explanation that I have applied for a TIN or intend to apply for one in the near future);
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding;
(3) I am a U.S. person (including a U.S. resident alien) as defined for U.S. federal income tax purposes; and
(4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting are correct.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return, you must cross out item (2) above before signing.
Signature: ________
Printed Name: ________
Date: ________
Note for Non-U.S. Holders
Non-U.S. persons (including non-resident aliens, foreign corporations, foreign partnerships, foreign trusts, and foreign estates) should NOT complete the Substitute Form W-9 set forth above. Instead, non-U.S. persons should submit the appropriate IRS Form W-8 to the Paying Agent in order to establish an exemption from, or a reduced rate of, backup withholding and/or withholding under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") or other applicable provisions of the Internal Revenue Code. The applicable form of IRS Form W-8 will depend on the holder's circumstances and may include:
•  IRS Form W-8BEN — for foreign individuals claiming treaty benefits or certifying foreign status;
•  IRS Form W-8BEN-E — for foreign entities claiming treaty benefits or certifying foreign status;
•  IRS Form W-8ECI — for foreign persons claiming that income is effectively connected with the conduct of a trade or business in the United States;
•  IRS Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches; or
•  IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, and foreign private foundations.
Copies of the applicable IRS Form W-8 may be obtained from the IRS website at www.irs.gov or by contacting the Paying Agent. Holders are strongly urged to consult their own tax advisors regarding the application of FIRPTA, backup withholding, and other withholding tax obligations to the receipt of the Merger Consideration.
SECTION 9: STOCKHOLDER REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
By signing and submitting this Letter of Transmittal (or by causing this Letter of Transmittal to be submitted on the undersigned's behalf), the undersigned hereby represents, warrants, and agrees as follows:
(a) The undersigned is the registered holder of the Shares described in Section 1 of this Letter of Transmittal, or is a duly authorized representative of the registered holder thereof, and has full legal capacity to execute and deliver this Letter of Transmittal and to surrender, sell, assign, and transfer the Shares described herein.
(b) The undersigned has full power and authority to surrender, sell, assign, and transfer the Shares described in Section 1 of this Letter of Transmittal, and upon surrender and transfer of such Shares as contemplated hereby, the Surviving Corporation and Parent will acquire good, valid, and marketable title to such Shares.
(c) The Shares surrendered hereby are being transferred free and clear of all liens, claims, encumbrances, charges, security interests, pledges, options, rights of first refusal, community property interests, equitable interests, restrictions on transfer, and restrictions of any other kind or nature whatsoever, and the undersigned has not entered into any agreement, arrangement, or understanding (whether written or oral) that would create any such lien, claim, encumbrance, charge, security interest, or restriction with respect to the Shares.
(d) Upon surrender of the Shares described herein in accordance with the terms of this Letter of Transmittal and the Merger Agreement, VeloPay Systems, Inc. (as the Surviving Corporation) and Harrowgate Private Equity Fund IV LP will acquire good, valid, and marketable title to the Shares, free and clear of all liens, claims, encumbrances, charges, security interests, pledges, options, rights of first refusal, community property interests, equitable interests, restrictions on transfer, and restrictions of any other kind or nature whatsoever.
(e) The undersigned will, upon request and without further consideration, execute and deliver any additional documents, instruments, or assurances reasonably deemed necessary or desirable by the Paying Agent, the Surviving Corporation, or Parent to complete the surrender, assignment, and transfer of the Shares described herein and the payment of the Merger Consideration in respect thereof.
(f) The undersigned acknowledges and agrees that the Merger Consideration of $20.00 per Share will be paid without interest, regardless of any delay in making such payment, and that no interest has accrued or will accrue on the Merger Consideration from and after the Effective Time.
(g) The undersigned acknowledges that the undersigned has received, read, and understands the Information Statement mailed to stockholders of VeloPay Systems, Inc. on or about April 14, 2025 (the "Information Statement"), regarding the merger approved by written consent of stockholders pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL"), and the undersigned has had the opportunity to review the Merger Agreement and all other documents referenced in the Information Statement.
(h) The undersigned understands and acknowledges that the Paying Agent will deduct and withhold from the Merger Consideration any amounts required to be deducted or withheld under applicable federal, state, local, or foreign tax laws (including, without limitation, income tax, backup withholding, and withholding under FIRPTA), and that any amounts so withheld and remitted to the applicable taxing authority shall be treated for all purposes as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.
SECTION 10: DISSENTING SHARES / APPRAISAL RIGHTS
IMPORTANT NOTICE REGARDING APPRAISAL RIGHTS
Holders of Shares who did not consent to the merger and who have properly demanded appraisal of their Shares in compliance with Section 262 of the Delaware General Corporation Law ("DGCL") are not entitled to receive the Merger Consideration unless and until such holder effectively withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. Shares held by any such holder who has properly demanded and not withdrawn or lost appraisal rights are referred to herein as "Dissenting Shares."
This Letter of Transmittal should NOT be submitted by any holder who has properly demanded and has not withdrawn or lost appraisal rights under Section 262 of the DGCL. Submission of this Letter of Transmittal by a holder who has previously demanded appraisal rights may, depending on the circumstances, constitute a withdrawal of such holder's demand for appraisal and a waiver of such holder's appraisal rights.
If a holder who has demanded appraisal subsequently withdraws such demand or otherwise loses the right to appraisal (whether by failing to comply with the requirements of Section 262 of the DGCL or by mutual settlement with the Surviving Corporation), such holder will then be entitled to receive the Merger Consideration, subject to compliance with the terms of this Letter of Transmittal and the Merger Agreement.
For further information regarding appraisal rights, holders are directed to Section 262 of the DGCL, the full text of which was included as Annex B to the Information Statement mailed to stockholders on or about April 14, 2025. Holders considering exercising appraisal rights are encouraged to consult their own legal advisors, as failure to comply strictly with the requirements of Section 262 of the DGCL may result in the loss of appraisal rights.
SECTION 11: SIGNATURE BLOCK
By executing this Letter of Transmittal below, the undersigned hereby surrenders the Shares described in Section 1 above and agrees to be bound by the representations, warranties, agreements, and other terms and conditions set forth in this Letter of Transmittal.
For Individual Holders:
Signature: ________
Printed Name: ________
Date: ________
Daytime Telephone Number: ________
Email Address: ________
For Entity or Fiduciary Holders:
Entity Name: ________
By: ________ (Signature of Authorized Person)
Name: ________ (Printed)
Title: ________
Date: ________
Daytime Telephone Number: ________
Email Address: ________
Medallion Signature Guarantee (If Required)
A Medallion Signature Guarantee is required if any of the following circumstances apply:
(i) the Merger Consideration is to be issued in a name other than that of the registered holder of the Shares (i.e., Section 4 — Special Payment Instructions has been completed);
(ii) the Merger Consideration is to be sent to an address other than the registered address of the holder (i.e., Section 5 — Special Delivery Instructions has been completed); or
(iii) any Certificate representing Shares has been reported as lost, destroyed, mutilated, or stolen and the applicable threshold for a surety bond has not been met.
A Medallion Signature Guarantee must be obtained from an eligible guarantor institution that is a member of a recognized Medallion Signature Guarantee program, which includes the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), and the New York Stock Exchange Medallion Signature Program (MSP). Signature guarantees from financial institutions that are not participants in a recognized Medallion program will not be accepted.
Guarantee: ________
Name of Guarantor Institution: ________
Address of Guarantor Institution: ________
Authorized Signature: ________
Title of Authorized Signatory: ________
Date: ________
SECTION 12: INSTRUCTIONS TO LETTER OF TRANSMITTAL
The following instructions should be read carefully before completing this Letter of Transmittal. Compliance with the following instructions will facilitate the prompt processing of your surrender of Shares and the payment of the Merger Consideration. Failure to comply with these instructions may result in a delay in the processing of your payment.
Instruction 1: Delivery of Letter of Transmittal and Certificates
This Letter of Transmittal must be properly completed, duly executed, and, together with all Certificate(s) representing the Shares to be surrendered (or, in lieu thereof, a properly completed affidavit of loss in the form attached hereto as Exhibit A, together with any required surety bond or indemnity agreement) and any other required documents, delivered to the Paying Agent at the address set forth below. If Shares are held in book-entry form, a Book-Entry Confirmation of transfer of such Shares into the Paying Agent's account at DTC must be received by the Paying Agent.
The method of delivery of this Letter of Transmittal, Certificates, and all other required documents is at the election and sole risk of the surrendering stockholder. If delivery is by mail, registered mail with return receipt requested and proper insurance is strongly recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Deliveries of this Letter of Transmittal and accompanying documents should be made to the Paying Agent at the following addresses:
By Mail: Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Corporate Actions — VeloPay Merger
By Hand or Overnight Courier: Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Corporate Actions — VeloPay Merger
DO NOT SEND THIS LETTER OF TRANSMITTAL, CERTIFICATES, OR ANY ACCOMPANYING DOCUMENTS TO VELOPAY SYSTEMS, INC., HARROWGATE PRIVATE EQUITY FUND IV LP, OR CALDERWOOD & HARKNESS LLP. ANY ITEMS SENT TO THESE PARTIES WILL NOT BE FORWARDED TO THE PAYING AGENT AND WILL NOT BE DEEMED TO HAVE BEEN RECEIVED BY THE PAYING AGENT.
Instruction 2: Signatures
If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed in Section 1, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) or as reflected on the applicable book-entry account records, without alteration, enlargement, or any other change whatsoever. If any of the Shares are registered in the names of two or more joint holders, all such holders must sign this Letter of Transmittal.
If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or other person acting in a fiduciary or representative capacity on behalf of the registered holder, such person must: (i) indicate such capacity when signing this Letter of Transmittal; and (ii) submit satisfactory evidence of such person's authority to act on behalf of the registered holder. Satisfactory evidence of authority may include, without limitation, certified copies of letters testamentary, letters of administration, court orders, corporate resolutions, powers of attorney, or trust instruments (or certified copies thereof), as applicable.
If the Shares are registered in the name of a broker, dealer, bank, or other nominee, the applicable nominee must sign this Letter of Transmittal, or a properly completed stock power must be provided, in either case with any required Medallion Signature Guarantee.
Instruction 3: Medallion Signature Guarantee Requirements
No Medallion Signature Guarantee is required if:
(a) this Letter of Transmittal is signed by the registered holder(s) of the Shares described in Section 1, the Merger Consideration is to be paid directly to such registered holder(s), and the check is to be mailed to the registered address of such holder(s) (or, in the case of a wire transfer, to the bank account designated by such holder(s)); or
(b) the Shares are surrendered for the account of a member firm of a recognized Medallion Signature Guarantee program (STAMP, SEMP, or MSP) and such member firm provides its guarantee.
In all other cases, including without limitation where (i) the Merger Consideration is to be paid to a person other than the registered holder, (ii) the Merger Consideration or returned documents are to be sent to an address other than the registered address, or (iii) any Certificate has been lost, destroyed, or stolen, all signatures on this Letter of Transmittal must be guaranteed by an eligible guarantor institution that is a participant in a recognized Medallion Signature Guarantee program approved by the Securities Transfer Association.
Instruction 4: Stock Transfer Taxes
If the Merger Consideration is to be paid to any person other than the registered holder of the surrendered Shares, or if surrendered Certificates are registered in a name or names other than that of the person or persons signing this Letter of Transmittal, the full amount of any applicable stock transfer taxes (whether imposed by any state, local, or other taxing authority) will be charged to and payable by the surrendering stockholder, unless satisfactory evidence is submitted to the Paying Agent that such taxes have been paid or that no such taxes are applicable. Holders should consult with their own tax advisors regarding the applicability of any stock transfer taxes to their particular circumstances.
Instruction 5: Tax Withholding
The Paying Agent will deduct and withhold from the Merger Consideration payable to any holder of Shares any amounts that are required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any other applicable provision of federal, state, local, or foreign tax law (including, without limitation, any amounts required to be withheld under Section 1445 of the Code (FIRPTA), Sections 1471 through 1474 of the Code (FATCA), or Sections 3406 and 3402 of the Code (backup withholding)). Any amounts so deducted and withheld will be remitted to the applicable taxing authority and will be treated for all purposes of the Merger Agreement and this Letter of Transmittal as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.
Holders who fail to provide a properly completed Substitute Form W-9 (as set forth in Section 8 above) or an applicable IRS Form W-8, or who fail to otherwise establish an exemption from backup withholding, may be subject to backup withholding at the rate of 24% on the gross amount of the Merger Consideration payable to such holder. Backup withholding is not an additional tax; amounts withheld may be credited against the holder's U.S. federal income tax liability, and a refund may be obtained if backup withholding results in an overpayment of tax, provided that the required information is furnished to the IRS in a timely manner.
All stockholders are urged to consult their own tax advisors with respect to the U.S. federal, state, local, and non-U.S. tax consequences of the merger and the receipt of the Merger Consideration.
Instruction 6: Requests for Assistance or Additional Forms
Questions, requests for assistance, or requests for additional copies of this Letter of Transmittal, the related form of affidavit of loss (Exhibit A), or other documents related to the surrender of Shares and payment of the Merger Consideration may be directed to the Paying Agent at the following address and contact information:
Keystone Pacific Transfer Services Inc. 250 Royall Street, Suite 100 Canton, Massachusetts 02021
Attention: Linda Matsumoto, Vice President, Corporate Actions
Telephone: (781) 575-2900 Facsimile: (781) 575-2901
Email: corporateactions@keystonepacific.com
Additional copies of this Letter of Transmittal and the related form of affidavit of loss may be obtained by contacting the Paying Agent at the address and contact information set forth above or by downloading them from the investor relations section of the Company's website at www.velopaysystems.com/merger.
Instruction 7: Waiver of Conditions
The Surviving Corporation (VeloPay Systems, Inc., as a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP) reserves the absolute right, in its sole and absolute discretion, to waive any defect or irregularity in the surrender of any Certificate(s) or Book-Entry Shares and to determine whether any Letter of Transmittal has been properly completed and is otherwise in proper and acceptable form for purposes of processing payment of the Merger Consideration. The Surviving Corporation's determination on all such matters shall be final and binding on all parties.
None of the Surviving Corporation, Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., the Paying Agent, or any other person or entity shall be under any duty or obligation to give notice of any defect or irregularity in any surrender of Certificates or Book-Entry Shares, and none of such parties shall incur any liability whatsoever for failure to give any such notice. No tender of Certificates or Book-Entry Shares will be deemed to have been made until all defects and irregularities have been cured or waived. The Surviving Corporation's interpretation of the terms and conditions of this Letter of Transmittal (including these Instructions) shall be final and binding on all parties.
Instruction 8: No Interest on Merger Consideration
No interest will be paid or will accrue on the Merger Consideration, regardless of any delay in making payment following the Effective Time of the merger. The right to receive the Merger Consideration shall not bear interest from and after the Effective Time through the date of payment.
EXHIBIT A
FORM OF AFFIDAVIT OF LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATE(S)
For Shares of Common Stock of VeloPay Systems, Inc.
STATE OF ________
COUNTY OF ________
Before me, the undersigned notary public, on this date personally appeared the affiant named below, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed herein, and who, being by me duly sworn, did depose and state as follows:
Affiant Information.  
Recitals.  
1.  The affiant is the registered holder of, or is duly authorized to act on behalf of the registered holder of, __ shares of common stock, par value $0.001 per share, of VeloPay Systems, Inc., a Delaware corporation, represented by Certificate Number(s) __________.
2.  The Certificate(s) described above have been (check one):
Lost Destroyed Mutilated Stolen
3.  The circumstances of the loss, destruction, mutilation, or theft are described as follows:
________________________________________
________________________________________
________________________________________
4.  The affiant has made a diligent search for the Certificate(s) described above and has been unable to find or locate them. The affiant believes that the Certificate(s) have been irretrievably lost, destroyed, mutilated, or stolen and cannot be recovered.
5.  If the Certificate(s) described above are found or recovered at any time hereafter, the affiant agrees to promptly return such Certificate(s) to the Paying Agent, Keystone Pacific Transfer Services Inc., at the address set forth in the Letter of Transmittal to which this Exhibit A is attached.
Indemnification Undertaking.  The affiant hereby agrees to indemnify, defend, and hold harmless VeloPay Systems, Inc. (as the Surviving Corporation), Harrowgate Private Equity Fund IV LP, Keystone Pacific Transfer Services Inc. (as Paying Agent), and each of their respective successors, assigns, officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising from, relating to, or in connection with the Certificate(s) described above, including, without limitation, any claim by any third party asserting ownership of, or any interest in, such Certificate(s) or the Shares represented thereby.
Note: The Paying Agent may, in its sole discretion, require the affiant to post a surety bond (an "Indemnity Bond") in such amount and upon such terms and conditions as shall be satisfactory to the Paying Agent and the Surviving Corporation as additional security and indemnity against any claims relating to the lost, destroyed, mutilated, or stolen Certificate(s). The cost of any such Indemnity Bond, including any premiums or fees charged by the surety, shall be borne solely by the affiant. The Paying Agent will notify the affiant of the requirement for, and the terms of, any such Indemnity Bond.
Signature of Affiant
Signature: ________
Printed Name: ________
Date: ________
Notarization.  
Subscribed and sworn to before me this __ day of _____, 20___.
Notary Public: ________
My Commission Expires: ________
[Notary Seal]
This Form of Letter of Transmittal is an exhibit to the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc.
Prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, 38th Floor, New York, New York 10019. Matter Number: 1003-00003.
© 2025. All rights reserved. This document is confidential and is provided solely for use by holders of Shares of VeloPay Systems, Inc. in connection with the merger described herein.
Name(s) and Address(es) of Registered Holder(s) (as shown on Certificate(s) or in Book-Entry account) | Certificate Number(s) (write "Book-Entry" if applicable) | Total Number of Shares Represented by Certificate(s) or Book-Entry Position | Number of Shares Surrendered (if fewer than all, specify)\*
Field | Information
Bank Name: | ________
Bank Address: | ________
ABA Routing Number: | ________
Account Number: | ________
Account Name: | ________
Reference / For Further Credit To: | ________
SWIFT Code (if applicable): | ________
Field | Information
Name: | ________
Address (Street): | ________
City, State, Zip Code: | ________
Taxpayer Identification Number or Social Security Number: | ________
Field | Information
Name: | ________
Address (Street): | ________
City, State, Zip Code: | ________
Field | Information
DTC Participant Name: | ________
DTC Participant Number: | ________
DTC Account Number: | ________
Transaction Code Number: | ________
Field | Information
Name (as shown on your income tax return): | ________
Business name / disregarded entity name (if different from above): | ________
Field | Information
Exempt payee code (if applicable): | ________
Exemption from FATCA reporting code (if applicable): | ________
Address (number, street, and apartment or suite number): | ________
City, State, and ZIP Code: | ________
TIN (Social Security Number or Employer Identification Number): | __ - __ - __
Field | Information
Name of Affiant: | ________
Address of Affiant: | ________
City, State, Zip Code: | ________
Daytime Telephone Number: | ________
Relationship to Registered Holder (if affiant is not the registered holder): | ________

FORM OF LETTER OF TRANSMITTAL

SECTION 1: DESCRIPTION OF SHARES SURRENDERED

SECTION 2: DELIVERY OF MERGER CONSIDERATION

SECTION 3: METHOD OF PAYMENT ELECTION

SECTION 4: SPECIAL PAYMENT INSTRUCTIONS (IF APPLICABLE)

SECTION 5: SPECIAL DELIVERY INSTRUCTIONS (IF APPLICABLE)

SECTION 6: BOOK-ENTRY TRANSFER

SECTION 7: LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES

SECTION 8: IMPORTANT TAX INFORMATION AND SUBSTITUTE IRS FORM W-9

SECTION 9: STOCKHOLDER REPRESENTATIONS, WARRANTIES, AND AGREEMENTS

SECTION 10: DISSENTING SHARES / APPRAISAL RIGHTS

IMPORTANT NOTICE REGARDING APPRAISAL RIGHTS

SECTION 11: SIGNATURE BLOCK

SECTION 12: INSTRUCTIONS TO LETTER OF TRANSMITTAL

EXHIBIT A

FORM OF AFFIDAVIT OF LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATE(S)

Record

Parties

Dates

Amounts