Contract analysis

Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be located at such place as may be designated in the Corporation's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on July 22, 2025, or as otherwise determined from time to time by resolution of the Board of Directors in compliance with applicable pr

Section 1.2 — Principal Office. The principal office of the Corporation shall be at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, or at such other place within or without the State of Delaware as the Board of Directors may from time to time designate by resolution. The Board of Directors shall have the authority to relocate the principal office of the Corporation at any time and from time to time in its so

Section 1.3 — Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. Without limiting the generality of the foregoing, the Corporation currently maintains additional operational locations in Denver, Colorado, and, through its subsidiaries, in T

Section 2.1 — Place of Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. In the absence of any such designation, meetings of stockholders shall be held at the principal office of the Corporation. The Board of Directors may, in its sole discretion, dete

Section 2.2 — Annual Meeting. An annual meeting of stockholders shall be held at such date, time, and place (if any) as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, stockholders shall elect directors to serve on the Board of Directors and shall transact such other business as may properly be brought before the meeting in accordance wit

Section 2.3 — Special Meetings. Special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time only by (a) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board (as defined herein, the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships), or (b) the sole stockholder of the Cor

Section 2.4 — Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the place (if any), date, and hour of the meeting, the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be

Section 2.5 — Quorum. Except as otherwise provided by the DGCL or the Amended and Restated Certificate of Incorporation of the Corporation, the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. If a quorum is

Section 2.6 — Voting. Unless otherwise provided in the Amended and Restated Certificate of Incorporation or required by applicable law, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder on the record date for the determination of stockholders entitled to vote at such meeting. Unless otherwise required by law, the Amended and Restated Certificate of Incorporati

Section 2.7 — Action by Written Consent. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock h

Section 2.8 — Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such proxy must be filed with the Secretary of the Corporation before or at the time of the meeting or, if action is taken by written consent, at the time the consent is deli

Section 2.9 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may f

Section 2.10 — Inspectors of Election. The Board of Directors, in advance of any meeting of stockholders, may, and to the extent required by the DGCL shall, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, or if any inspector previously appointed fails to appear or fails or refuses to act, the chairperson of the meeting may,

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or the Amended and Restated Certificate of Incorporation. The Board of Directors shall have all powers necessary or convenient to manage the business and affairs of the Corporation, including, without limitation, the power to ma

Section 3.2 — Number, Election, and Term. The total number of directors constituting the Whole Board shall be fixed from time to time exclusively by resolution adopted by the sole stockholder or the Board of Directors, subject to any requirements or restrictions set forth in the Amended and Restated Certificate of Incorporation. The initial Board of Directors of the Surviving Corporation following the Effective Time

Section 3.3 — Vacancies and Newly Created Directorships. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, vacancies occurring on the Board of Directors for any reason (including by reason of death, resignation, disqualification, removal, or an increase in the number of directors) and newly created directorships resulting from any increase in the authorized number of directors may be

Section 3.4 — Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of directors, which currently means by action of the sole stockholder, Harrowgate Private Equity Fund IV LP. Such removal may be effected at any special meeting of stockholders called for such purpose, at any annual

Section 3.5 — Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places, within or without the State of Delaware, as shall be determined from time to time by resolution of the Board of Directors. A regular meeting of the Board of Directors may be held without notice immediately following the annual meeting of stockholders at the same place at which such meeting is held. Notice

Section 3.6 — Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, or by any two (2) directors then in office. Special meetings may be held at such place, within or without the State of Delaware, as shall be designated in the notice of the meeting. Notice of each special meeting of the Board of

Section 3.7 — Quorum and Voting. At all meetings of the Board of Directors, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The vote of a majority of the directors present at a

Section 3.8 — Action by Written Consent. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the

Section 3.9 — Telephonic and Electronic Participation. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section

Section 3.10 — Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence

Section 3.11 — Compensation of Directors. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors for their services as directors, including, without limitation, fees for attendance at meetings of the Board of Directors and meetings of committees of the Board of Directors, and reimbursement of reasonable

Section 3.12 — Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board from among its members, who shall preside at all meetings of the Board of Directors and at all meetings of stockholders at which the Chairperson is present. The Chairperson of the Board shall have such other powers and perform such other duties as may from time to time be assigned by the Board of Directors. The Chairp

Section 4.1 — Officers Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, and a Treasurer (who may also be designated as the Chief Financial Officer), and may include one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, and such other officers as the Board of Directors ma

Section 4.2 — Election and Term of Office. The officers of the Corporation shall be elected or appointed by the Board of Directors at such time and in such manner as the Board of Directors shall determine. Each officer shall hold office until such officer's successor is duly elected or appointed and qualified, or until such officer's earlier death, resignation, or removal from office. The Board of Directors may from

Section 4.3 — Removal and Resignation. Any officer of the Corporation may be removed from office by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Any officer may resign at an

Section 4.4 — Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors for the unexpired portion of the term of such office. The Board of Directors may leave any office vacant for such period as it may determine.

Section 4.5 — Chief Executive Officer. The Chief Executive Officer shall, subject to the control and direction of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairperson of the Board, or if no Chairperson of the Board has been appointed,

Section 4.6 — President. The President shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or as may be provided in these Bylaws. In the absence of the Chief Executive Officer, or in the event of the Chief Executive Officer's inability or refusal to act, the President shall perform the duties and exercise the powers of the Chief

Section 4.7 — Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, or the President may from time to time prescribe. In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in the order designated

Section 4.8 — Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and shall record all votes and the minutes of all proceedings in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Bylaws and as required

Section 4.9 — Treasurer / Chief Financial Officer. The Treasurer (or Chief Financial Officer, as designated by the Board of Directors) shall have custody of the corporate funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporat

Section 4.10 — Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall have such duties as may from time to time be delegated to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, the Chief Executive Officer, or the President. In the absence of the Secretary or the Treasurer (as applicable), or in the event of the Secretary's or Treasurer's

Section 4.11 — Compensation of Officers. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors or by a committee thereof duly authorized to fix such compensation. No officer shall be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

Section 5.1 — Certificates; Uncertificated Shares. The shares of the Corporation's capital stock may be represented by certificates or may be uncertificated, as determined by resolution of the Board of Directors. If shares are represented by certificates, each certificate shall be in such form as shall be determined by the Board of Directors and shall be signed by, or in the name of the Corporation by, the Chairperso

Section 5.2 — Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation that is claimed to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such loss, theft, or destruction. When authorizing the issuance of a new certificate

Section 5.3 — Transfer of Stock. Transfers of shares of the Corporation's capital stock shall be made only upon the books of the Corporation by the holder of record thereof, or by such holder's attorney duly authorized in writing, and, in the case of certificated shares, upon surrender of the certificate or certificates for such shares to the Corporation or its transfer agent, properly endorsed or accompanied by a du

Section 5.4 — Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock to receive dividends and other distributions, to vote as such owner, and to exercise all rights of a stockholder for all other purposes, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares

Section 5.5 — Record Date. The provisions of Section 2.9 of these Bylaws shall govern the fixing of record dates for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders, entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful act

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 — Right to 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 (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any p

Section 6.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a current or former director or officer of the Corporation in defending, participating in (as a witness or otherwise), or investigating any Proceeding in advance of its final disposition; provided, however, that the

Section 6.3 — Claims. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, or within twenty (20) days in the case of a claim for advancement of expenses, the Indemnified Person may at any time thereafter bring suit against the C

Section 6.4 — Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, these Bylaws, agreement (including, without limitation, the directors' and officers' tail insurance policy ob

Section 6.5 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, against any liability asserted against

Section 6.6 — Other Indemnification. The Corporation's obligations to provide indemnification and advancement of expenses to any Indemnified Person who was a director or officer of VeloPay Systems, Inc. at any time prior to the Effective Time of the Merger shall not be eliminated, diminished, or otherwise adversely modified. Without limiting the generality of the foregoing, the provisions of this Article VI shall not

Section 6.7 — Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or any of its subsidiaries to the fullest extent of the provisions of this Article VI as permitted by applicable law, or to any lesser extent as the Board of Directors may determine

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation and applicable law (including the provisions of the DGCL relating to the declaration and payment of dividends), may be declared by the Board of Directors at any regular or special meeting of the Board. Dividends may be paid in cash, in property, or in shares

Section 7.2 — Checks, Drafts, and Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instrumen

Section 7.3 — Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or eng

Section 7.4 — Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.

Section 7.5 — Seal. The Corporation may have a corporate seal, which shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words "Corporate Seal" and "Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The Board of Directors may authorize the use of a facsimile of the seal. The absence of the corporate