Contract analysis

Section 1 — Capacity and Authority 1.1 The undersigned, Nathan Aldridge, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of VeloPay Systems, Inc., a Delaware corporation. The undersigned has served in such capacity continuously since January 2019, and his appointment as Chief Executive Officer has not been revoked, rescinded, or otherwise terminated as of the date hereof. 1

Section 2 — Accuracy of Representations and Warranties 2.1 Bring-Down of Representations and Warranties (Closing Date Accuracy). (a) The undersigned hereby certifies that each of the representations and warranties of the Company set forth in the Merger Agreement that are qualified as to materiality, in all material respects, or as to Material Adverse Effect are true and correct in all respects as of the Closing Date

Section 3 — Compliance with Covenants 3.1 The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing Date (July 22, 2025). 3.2 Without limiting the generality of Section 3.1, the Company has performed and complied in all material respe

Section 4 — Absence of Material Adverse Effect 4.1 The undersigned hereby certifies that, since the date of the Merger Agreement (March 18, 2025), no event, change, effect, development, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, financial condition, or results of operations of th

Section 5 — Additional Certifications 5.1 Stockholder Approval. (a) The undersigned hereby certifies that the Company has obtained the requisite stockholder approval for the adoption of the Merger Agreement and the approval of the Merger by written consent of stockholders of the Company. Stockholders holding approximately 63.1% of the outstanding shares of Company common stock (representing in excess of a majority of

Section 6 — Reliance 6.1 Parent and Merger Sub are entitled to rely on this Certificate as a condition to their respective obligations to consummate the Merger and the other transactions contemplated by the Merger Agreement, including without limitation in satisfaction of the closing conditions set forth in Sections 7.2(a), 7.2(b), and 7.2(c) of the Merger Agreement. 6.2 This Certificate is being delivered solely in

Section 7 — Governing Law 7.1 This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. [Signature page follows.] [SIGNATURE PAGE TO OFFICE