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, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC. The Corporation may, from time to time, in the manner provided by law, change the registered agent

ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, or attainment of such purpose, as permitted under the DGCL.

ARTICLE IV CAPITAL STOCK. Section 4.1 Authorized Capital Stock. The total number of shares of capital stock that the Corporation is authorized to issue is one thousand (1,000) shares of Common Stock, par value $0.01 per share (the "Common Stock"). No shares of preferred stock are authorized.

Section 4.2 Issuance. Shares of Common Stock may be issued by the Corporation from time to time as approved by the Board of Directors of the Corporation (the "Board of Directors"). The Board of Directors is authorized to issue shares of Common Stock for such consideration and upon such terms and conditions as the Board of Directors may determine in its sole discretion, subject to the provisions of this Amended and Re

Section 5.1 Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, by this Amended and Restated Certificate of Incorporation, or by the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such

Section 5.2 Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder of the Corporation. The initial number of directors of the Corporation as of the effective time of the Merger shall be three (3). No decrease in the number of directors constituting the Board of Directors sh

Section 5.3 Election and Removal. Directors shall be elected by the sole stockholder of the Corporation or by written consent of the sole stockholder of the Corporation in lieu of a meeting. Each director shall hold office until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal. Any director or the entire Board of Directors may be

Section 5.4 Vacancies. Unless otherwise provided by law, any vacancy on the Board of Directors, however occurring, including any vacancy resulting from an increase in the authorized number of directors or from the death, resignation, disqualification, or removal of any director, may be filled by the affirmative vote of a majority of the remaining directors then in office, even though fewer than a quorum of the Board

Section 5.5 Written Consent. 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 writing or writings or electronic transmission or transmissions are filed with the minutes of proc

ARTICLE VI BYLAWS. In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors, without the assent or vote of the stockholder(s), subject to the power of the stockholder(s) of the Corporation to a

ARTICLE VII LIMITATION OF DIRECTOR LIABILITY

Section 7.1 Elimination of Personal Liability. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended, and any amendments thereto expanding the permissible elimination or limitation of liability of directors or officers), no director or officer of the Corporation shall be personally liable to the Corporation

Section 7.2 Effect of Amendment. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a current or former director or officer of the Corporation existing at the time of, or increase the liability of any director or officer of the Co

ARTICLE VIII INDEMNIFICATION. Section 8.1 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, 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 in

Section 8.2 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 director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, to the extent required by applicable law, such payment o

Section 8.3 Claims. If a claim for indemnification under this Article VIII (following the final disposition of such Proceeding) or for an Advancement of Expenses is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be pa

Section 8.4 Non-Exclusivity. The rights conferred on any Indemnified Person by this Article VIII shall not be exclusive of any other right which such Indemnified Person may have or hereafter acquire under any statute, any provision of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, any agreement (including, without limitation, any indemnification agreement entered into by the Co

Section 8.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under th

Section 8.6 Protection of Pre-Closing Directors and Officers. Without limiting the generality of the foregoing provisions of this Article VIII, and in accordance with the obligations of the surviving corporation set forth in the Merger Agreement, the Corporation shall honor and fulfill, in all respects, the indemnification and exculpation obligations owed to the individuals who were directors and officers of the Corp

Section 8.7 Effect of Amendment. Any amendment, repeal, or modification of this Article VIII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection of any current or former director, officer, or other Indemnified Person existing at the time of, or increase the liability of any such person with

ARTICLE IX CORPORATE OPPORTUNITIES. To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or being offered an opportunity to participate in, any business opportunity that is from time to time presented to Parent (Harrowgate Private Equity Fund IV LP), its general partner Harrowgate Capital Management IV LLC, or any of their r

ARTICLE X 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 the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Amended and Restated Certificate

ARTICLE XI ADOPTION CERTIFICATION. This Amended and Restated Certificate of Incorporation was adopted in connection with the Merger, pursuant to the Merger Agreement, as of July 22, 2025, effective at the effective time of the Merger, in accordance with Sections 242, 245, and 251 of the DGCL. The stockholder of the Corporation, being the sole stockholder immediately following the effective time of the Merger, has dul