Contract analysis

ARTICLE I — NAME The name of the Corporation is VeloPay Systems, Inc.

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC.

ARTICLE III — PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV — AUTHORIZED CAPITAL STOCK The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share. All shares of common stock of the Corporation are held by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, as the sole stockholder of the Corporation.

ARTICLE V — INCORPORATOR The name and address of the incorporator who originally filed the certificate of incorporation of Harrowgate Velocity Merger Sub Inc. (the predecessor entity whose corporate existence merged into the Corporation) are as follows: Priya Deshmukh, c/o Harrowgate Private Equity Fund IV LP, 300 King Street, Suite 4200, Wilmington, Delaware 19801. This Amended and Restated Certificate of Incorporat

ARTICLE VI — BOARD OF DIRECTORS The business and affairs of the Corporation shall be managed by or under the direction of the board of directors of the Corporation. The number of directors of the Corporation shall be fixed from time to time exclusively by resolution adopted by the board of directors. Unless and until otherwise determined by the board of directors, the number of directors shall be one (1). Directors o

ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholder for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the effective date of this Amended and Restated Certificate of Incorporation to autho

ARTICLE VIII — INDEMNIFICATION The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reas

ARTICLE IX — AMENDMENT The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE X — BYLAWS In furtherance and not in limitation of the powers conferred by the DGCL, the board of directors of the Corporation is expressly authorized to adopt, amend, alter, or repeal the bylaws of the Corporation. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the General Corporation Law of the State of Delaware and