1003-00003 · Harrowgate Private Equity Fund IV LP · Closing

officers-certificate-hpe-merger-sub-closing.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP AND HARROWGATE VELOCITY MERGER SUB INC.

Delivered Pursuant to Section 7.03 of the Agreement and Plan of Merger

July 22, 2025

This Officer's Certificate (this "Certificate") is delivered in connection with that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as may be amended, supplemented, or modified from time to time, the "Merger Agreement"), by and 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").

RECITALS

WHEREAS, this Certificate is delivered pursuant to Section 7.03 of the Merger Agreement as a condition to the obligation of the Company to consummate the Closing (as defined in the Merger Agreement) of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into the Company (the "Merger");

WHEREAS, the undersigned, Priya Deshmukh, is the Managing Partner of Harrowgate Capital Management IV LLC, a Delaware limited liability company (EIN 87-4231847), in its capacity as the general partner of Parent (EIN 87-4231956), and is duly authorized to execute and deliver this Certificate on behalf of both Parent and Merger Sub (EIN 93-1847265) in connection with the Closing;

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement; and

WHEREAS, the Closing is occurring on July 22, 2025 (the "Closing Date").

NOW, THEREFORE, the undersigned hereby certifies to the Company, on behalf of Parent and Merger Sub, as follows:

Section 1. Definitions and Interpretive Provisions.

For purposes of this Certificate, the following terms shall have the meanings set forth below:

(a) "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 18, 2025, by and among Parent, Merger Sub, and the Company, pursuant to which Merger Sub will merge with and into the Company in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "DGCL"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

(b) "Parent" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal office located at 300 King Street, Suite 4200, Wilmington, Delaware 19801.

(c) "Merger Sub" means Harrowgate Velocity Merger Sub Inc., a Delaware corporation (Delaware File Number 7291034) and a wholly-owned subsidiary of Parent, incorporated on February 24, 2025 solely for the purpose of effecting the Merger.

(d) "Company" means VeloPay Systems, Inc., a Delaware corporation (Delaware File Number 5748392), with its principal headquarters located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.

(e) "Closing Date" means July 22, 2025.

(f) All other capitalized terms used but not defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement. The rules of construction set forth in Section 1.02 of the Merger Agreement shall apply mutatis mutandis to this Certificate.

Section 2. Certification Regarding Accuracy of Representations and Warranties.

(a) Representations and Warranties of Parent.

The undersigned hereby certifies, on behalf of Parent, that each of the representations and warranties of Parent set forth in Article IV of the Merger Agreement:

(i) that is qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all respects as of such specific date or period); and

(ii) that is not so qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all material respects as of such specific date or period).

Without limiting the generality of the foregoing, the undersigned confirms that the following representations and warranties of Parent contained in the Merger Agreement, among others, are true and correct as described above:

(1) Organization, Good Standing, and Qualification. Parent is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Parent has all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by the Merger Agreement.

(2) Authority of General Partner. Harrowgate Capital Management IV LLC, a Delaware limited liability company, in its capacity as the general partner of Parent, has full power and authority under the limited partnership agreement of Parent and its own operating agreement to authorize, execute, and deliver the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all ancillary agreements, instruments, and documents to which Parent is a party in connection with the transactions contemplated by the Merger Agreement, and to perform all obligations of Parent thereunder.

(3) Due Authorization, Execution, and Delivery. The execution, delivery, and performance by Parent of the Merger Agreement and each of the following ancillary documents have been duly and validly authorized by all necessary limited partnership action on the part of Parent:

(A) the Equity Commitment Letter, dated February 14, 2025, pursuant to which Harrowgate Capital Management IV LLC, on behalf of the limited partners of Parent, committed to contribute equity in the aggregate amount of $1,140,000,000 to fund a portion of the merger consideration, related fees, and transaction expenses;

(B) the Limited Guarantee, dated March 18, 2025, executed by Parent in favor of the Company, guaranteeing the payment of the reverse termination fee in the amount of $57,000,000, and certain other reimbursement and indemnification obligations of Parent under the Merger Agreement; and

Each such agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

(4) No Conflict. The execution, delivery, and performance by Parent of the Merger Agreement and the consummation by Parent of the transactions contemplated thereby do not and will not (A) conflict with, or result in a violation or breach of, any provision of the limited partnership agreement of Harrowgate Private Equity Fund IV LP or the operating agreement of Harrowgate Capital Management IV LLC, (B) conflict with, or result in a violation or breach of, any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to Parent or any of its properties or assets, or (C) result in any breach of or constitute a default under, or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation or the loss of any benefit under, any contract, agreement, or instrument to which Parent is a party or by which Parent or any of its properties or assets is bound, except, in the case of clauses (B) and (C), for any such conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by the Merger Agreement.

(5) Availability of Funds. Parent has, and at the Closing will have, sufficient funds available to pay the aggregate merger consideration and all related fees, costs, and expenses required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the Merger Agreement. The aggregate merger consideration payable by Parent to the stockholders of the Company is $1,900,000,000, calculated on the basis of $20.00 per share of Company Common Stock with respect to 95,000,000 fully diluted shares of Company Common Stock. Such aggregate merger consideration will be funded through the following sources:

(I) the equity contribution of $1,140,000,000 pursuant to the Equity Commitment Letter dated February 14, 2025;

(II) the senior secured term loan facility in the aggregate principal amount of $500,000,000, on the terms and conditions set forth in the Debt Commitment Letter dated February 14, 2025 (Reference CRE-2025-SPF-0441), issued by Tralvendo National Bank, bearing interest at a rate of SOFR plus 375 basis points per annum, with a maturity of seven (7) years from the Closing Date; and

(III) the senior secured revolving credit facility in the aggregate principal amount of up to $260,000,000, on the terms and conditions set forth in the Debt Commitment Letter dated February 14, 2025 (Reference CRE-2025-SPF-0441), issued by Prairie State Bank, N.A., bearing interest at a rate of SOFR plus 325 basis points per annum, with a maturity of five (5) years from the Closing Date.

The Debt Commitment Letter remains in full force and effect and has not been amended, modified, terminated, or withdrawn except as previously disclosed to the Company in accordance with the Merger Agreement. No event has occurred which, with or without notice, lapse of time, or both, would constitute a default or breach on the part of Parent or any other party thereto under the Debt Commitment Letter.

(6) Absence of Litigation. There is no action, suit, investigation, claim, arbitration, or legal, administrative, or governmental proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its affiliates that challenges, or seeks to prevent, enjoin, alter, delay, or restrain, the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

(7) Brokers and Finders. Except for Pendleton Hawkes & Co., which has been engaged as financial advisor to Parent in connection with the transactions contemplated by the Merger Agreement pursuant to an engagement letter dated January 8, 2025, no broker, finder, investment banker, or other person is entitled to any brokerage fee, finder's fee, commission, or similar payment in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of Parent or any of its affiliates. The advisory fee payable to Pendleton Hawkes & Co. is $6,650,000, payable upon the consummation of the Closing, and such fee constitutes a transaction expense of Parent and will not be borne by the Company or deducted from the merger consideration.

(8) No Other Representations or Warranties. Parent acknowledges that, except as expressly set forth in the Merger Agreement, neither Parent nor any of its affiliates, representatives, or advisors has made, and is not making, any representation or warranty, express or implied, to the Company or any of its affiliates, representatives, or advisors.

(b) Representations and Warranties of Merger Sub.

The undersigned hereby certifies, on behalf of Merger Sub, that each of the representations and warranties of Merger Sub set forth in Article V of the Merger Agreement:

Without limiting the generality of the foregoing, the undersigned confirms that the following representations and warranties of Merger Sub contained in the Merger Agreement, among others, are true and correct as described above:

(1) Organization and Good Standing. Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub was incorporated on February 24, 2025, with its registered agent being Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801, and its Delaware File Number is 7291034. Merger Sub has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(2) Purpose. Merger Sub was formed solely for the purpose of effecting the reverse triangular merger with the Company as contemplated by the Merger Agreement. Since the date of its incorporation, Merger Sub has not carried on any business or conducted any activities other than those incident to its formation, the negotiation, execution, and delivery of the Merger Agreement and the other agreements and instruments contemplated thereby, and the consummation of the transactions contemplated by the Merger Agreement and such other agreements and instruments.

(3) Due Authorization, Execution, and Delivery. The execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation by Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement have been duly and validly authorized by all necessary corporate action on the part of Merger Sub, including the approval of the board of directors of Merger Sub and the adoption of the Merger Agreement by the sole stockholder of Merger Sub in accordance with the DGCL and Merger Sub's certificate of incorporation and bylaws. The Merger Agreement has been duly and validly executed and delivered by Merger Sub and constitutes a legal, valid, and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

(4) Capitalization and Ownership. Parent is the sole stockholder of Merger Sub. All issued and outstanding shares of common stock of Merger Sub are owned beneficially and of record by Parent, free and clear of all liens, pledges, charges, encumbrances, and security interests. Merger Sub has no subsidiaries and does not own, directly or indirectly, any equity interest in any other person or entity.

(5) No Conflict. The execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation by Merger Sub of the Merger and the other transactions contemplated thereby do not and will not (A) conflict with, or result in a violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Sub, (B) conflict with, or result in a violation or breach of, any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to Merger Sub or any of its properties or assets, or (C) result in any breach of or constitute a default under, or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation or the loss of any benefit under, any contract, agreement, or instrument to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound, except, in the case of clauses (B) and (C), for any such conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Merger Sub to consummate the transactions contemplated by the Merger Agreement.

(6) No Liabilities. Merger Sub has no liabilities, obligations, or commitments of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) other than those incurred solely in connection with (A) its formation and organization, (B) the negotiation, execution, and delivery of the Merger Agreement and the other agreements and instruments contemplated thereby, and (C) the consummation of the transactions contemplated by the Merger Agreement.

Section 3. Certification Regarding Compliance with Pre-Closing Covenants.

The undersigned hereby certifies, on behalf of Parent and Merger Sub, that each of Parent and Merger Sub has performed or complied with, in all material respects, all of the covenants and obligations required to be performed or complied with by Parent or Merger Sub, as applicable, under the Merger Agreement at or prior to the Closing Date, including, without limitation, the Closing Date. Without limiting the generality of the foregoing, the undersigned confirms that the following covenants and obligations have been duly performed or complied with:

(a) Reasonable Best Efforts to Consummate the Merger. In accordance with Section 6.04 of the Merger Agreement, Parent and Merger Sub have each used their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement as promptly as practicable, including the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

(b) Regulatory Approvals. In accordance with Section 6.05 of the Merger Agreement, Parent has cooperated with the Company in making or obtaining all required regulatory filings, consents, approvals, authorizations, and clearances necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the following:

(i) Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). The pre-merger notification and report form required under the HSR Act was filed by Parent on April 2, 2025 (HSR Transaction Number 25-0198374). A request for additional information and documentary material (the "Second Request") was issued by the Antitrust Division of the United States Department of Justice on May 8, 2025. Parent and Merger Sub certified substantial compliance with the Second Request on June 27, 2025. The applicable waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on July 15, 2025, without the issuance of any objection, challenge, or request for further extension by the Department of Justice or the Federal Trade Commission.

(ii) Investment Canada Act. A notification under the Investment Canada Act was filed by Parent on May 1, 2025 in connection with the indirect acquisition of VeloPay Canada Inc., a wholly-owned subsidiary of the Company organized under the laws of the Province of Ontario. The Minister of Innovation, Science and Economic Development issued a clearance letter with respect to such notification on June 3, 2025, confirming that the investment is not subject to review under the Investment Canada Act and may proceed.

(iii) State Money Transmitter Change-of-Control Filings. Parent has cooperated with the Company in preparing, filing, and obtaining all required state money transmitter change-of-control approvals and notifications across thirty-one (31) states in which VeloPay Systems, Inc. or its subsidiaries hold money transmitter licenses. All such approvals have been obtained, or all required notifications have been duly made and accepted, as of July 18, 2025, without the imposition of any materially adverse conditions or restrictions.

(c) Financing Obligations. In accordance with Section 6.06 of the Merger Agreement, Parent has used its reasonable best efforts to obtain the debt financing contemplated by the Debt Commitment Letter on the terms and conditions described therein and has taken all actions necessary or required to satisfy the conditions precedent to the funding of the debt financing on or prior to the Closing Date. In particular:

(i) Parent has caused the execution and delivery of the Credit Agreement, dated as of July 22, 2025, among VeloPay Systems, Inc., as Borrower, Harrowgate Private Equity Fund IV LP, as Holdings, Tralvendo National Bank, as Administrative Agent and Collateral Agent for the senior secured term loan facility in the amount of $500,000,000, Prairie State Bank, N.A., as Administrative Agent for the senior secured revolving credit facility in the amount of $260,000,000, and the lenders party thereto from time to time (the "Credit Agreement").

(ii) Parent has caused the execution and delivery of the Guarantee and Collateral Agreement, dated as of July 22, 2025, pursuant to which each of the Company's domestic subsidiaries, specifically VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC (collectively, the "Subsidiary Guarantors"), has unconditionally guaranteed the obligations arising under the Credit Agreement and has pledged substantially all of its tangible and intangible assets as collateral to secure such obligations.

(iii) Parent has caused the execution and delivery of the Intercreditor Agreement, dated as of July 22, 2025, between Tralvendo National Bank, in its capacity as Administrative Agent and Collateral Agent for the term loan lenders, and Prairie State Bank, N.A., in its capacity as Administrative Agent for the revolving facility lenders, establishing the relative priorities and rights of the respective secured creditors with respect to the shared collateral.

(iv) As of the Closing Date, the equity contribution of $1,140,000,000 has been funded, the senior secured term loan in the principal amount of $500,000,000 has been drawn, and the senior secured revolving credit facility has been drawn in the approximate amount of $254,700,000. The aggregate funds available are sufficient to pay the merger consideration of $1,900,000,000 and all related fees, costs, and expenses payable by Parent and Merger Sub in connection with the Closing.

(d) Equity Commitment. In accordance with the Equity Commitment Letter dated February 14, 2025, Harrowgate Capital Management IV LLC, acting on behalf of the limited partners of Parent, has funded the full equity commitment of $1,140,000,000 on or prior to the Closing Date. Such equity contribution has been made available to Parent and Merger Sub for the purpose of funding the merger consideration and paying related transaction expenses.

(e) Escrow Deposit. In accordance with Section 2.06 of the Merger Agreement, Parent has deposited, or caused to be deposited, the sum of $133,000,000 (representing seven percent (7%) of the aggregate merger consideration) with Garrison Trust Company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to the terms and conditions of the Escrow Agreement dated July 22, 2025 (Reference GT-ESC-2025-07223). Such escrow funds are being held in a segregated escrow account and will be available to satisfy post-closing indemnification obligations, purchase price adjustments, and other claims as provided in Article VIII of the Merger Agreement.

(f) Payment of Merger Consideration. In accordance with Section 2.07 of the Merger Agreement, Parent has deposited, or caused to be deposited, the aggregate merger consideration (less the escrow amount described in Section 3(e) above and any amounts payable in respect of dissenting shares) with Keystone Pacific Transfer Services Inc., in its capacity as paying agent (the "Paying Agent"), pursuant to the Paying Agent Agreement dated July 22, 2025, for disbursement to the holders of Company Common Stock (other than holders of dissenting shares) in exchange for cancellation of their shares, in accordance with the procedures set forth in the Merger Agreement and the Paying Agent Agreement.

(g) Payoff of Existing Indebtedness. Parent has arranged for the payoff and discharge, simultaneously with the Closing, of the Company's existing senior secured term loan in the original principal amount of $112,000,000, plus approximately $1,230,000 in accrued and unpaid interest thereon, for an estimated total payoff amount of approximately $113,230,000, held by Meridian Commercial Credit Corp. The payoff is being effected in accordance with the payoff letter issued by Meridian Commercial Credit Corp. dated July 18, 2025, and upon receipt of such payoff amount, all liens and security interests securing such indebtedness will be released and terminated.

(h) D&O Tail Insurance. In accordance with Section 6.08(b) of the Merger Agreement, Parent has caused to be obtained and bound a directors' and officers' liability insurance tail policy (the "Tail Policy") issued by Continental Shield Insurance Company (Policy No. CSI-DOT-2025-4821), providing coverage for a period of six (6) years from the Closing Date with respect to claims arising from acts or omissions occurring at or prior to the Effective Time. The Tail Policy has been obtained on terms and conditions no less favorable, in the aggregate, than the existing directors' and officers' liability insurance maintained by the Company immediately prior to the Closing Date, and the aggregate premium for such Tail Policy is $2,150,000, which has been paid or will be paid at the Closing.

(i) Representations and Warranties Insurance. Parent has obtained a buyer-side representations and warranties insurance policy (the "R&W Insurance Policy") issued by Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187), with the following key terms: (i) aggregate policy limit of $190,000,000; (ii) retention amount of $19,000,000; (iii) premium of $5,320,000 (inclusive of underwriting fees and applicable taxes); and (iv) policy inception date of July 22, 2025 (the Closing Date). The R&W Insurance Policy provides coverage for losses arising out of breaches of the representations and warranties of the Company contained in Article III of the Merger Agreement, subject to the terms, conditions, and exclusions set forth therein. The R&W Insurance Policy contains a customary subrogation waiver in favor of the Company's stockholders and their respective representatives, except in cases of fraud.

(j) Notification and Cooperation Obligations. Parent has timely provided all notices required to be given by Parent or Merger Sub to the Company under the Merger Agreement, including notifications regarding any material developments related to the financing, regulatory approvals, or any event that would reasonably be expected to prevent, materially delay, or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by the Merger Agreement. Parent has cooperated with the Company and its representatives in all material respects as required by the Merger Agreement.

(k) No Actions in Violation of Interim Covenants. Neither Parent nor Merger Sub has taken any action, or failed to take any action, that would constitute a violation of the interim operating covenants applicable to Parent or Merger Sub set forth in Section 6.01(b) of the Merger Agreement. Without limiting the foregoing, neither Parent nor Merger Sub has (i) amended or proposed to amend its organizational documents in any manner that would adversely affect the consummation of the Merger, (ii) taken any action to dissolve, liquidate, or wind up Parent or Merger Sub, or (iii) entered into any agreement or arrangement that would impair the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the Merger.

Section 4. Certification Regarding Absence of Injunction or Legal Impediment.

The undersigned hereby certifies, on behalf of Parent and Merger Sub, that:

(a) As of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order, judgment, or decree issued by any court of competent jurisdiction or other governmental authority of competent jurisdiction is in effect that prevents, restrains, enjoins, or prohibits the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

(b) As of the Closing Date, no law, statute, rule, regulation, executive order, or decree has been enacted, entered, promulgated, enforced, or deemed applicable by any governmental authority of competent jurisdiction that makes illegal or otherwise prohibits or prevents the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

(c) To the knowledge of Parent, as of the Closing Date, no action, suit, proceeding, or investigation has been commenced, filed, or threatened in writing by any governmental authority that seeks to prevent, restrain, enjoin, or prohibit the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, or that challenges the validity or enforceability of the Merger Agreement or any of the ancillary documents.

Section 5. No Material Adverse Effect on Parent or Merger Sub.

The undersigned hereby certifies, on behalf of Parent and Merger Sub, that since the date of the Merger Agreement (March 18, 2025) through and including the Closing Date, no event, circumstance, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement on or before the Outside Date (as defined in the Merger Agreement). Neither Parent nor Merger Sub is aware of any facts, circumstances, or conditions that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement beyond the Closing Date.

Section 6. Reliance; No Other Representations.

(a) This Certificate is being delivered as a condition to the Closing of the transactions contemplated by the Merger Agreement pursuant to Section 7.03 thereof. The Company and its representatives are entitled to rely upon the certifications and statements contained herein in connection with the consummation of the Closing and the Merger.

(b) This Certificate is given solely for purposes of the Merger Agreement and the consummation of the transactions contemplated thereby, and nothing contained herein shall be construed to expand or limit any representation, warranty, covenant, agreement, or obligation of Parent or Merger Sub under the Merger Agreement or any ancillary agreement, instrument, or document delivered in connection therewith. The certifications and statements set forth herein are not intended to, and shall not, create any third-party beneficiary rights in any person other than the Company.

(c) The undersigned has made such due inquiry and investigation, and has consulted with such officers, directors, managers, employees, representatives, and advisors of Parent, Merger Sub, and Harrowgate Capital Management IV LLC, as the undersigned deemed necessary and appropriate in order to provide the certifications and statements set forth in this Certificate. The undersigned is delivering this Certificate in her capacity as Managing Partner of Harrowgate Capital Management IV LLC, in its capacity as general partner of Parent, and as President of Merger Sub, and not in any individual capacity, and the undersigned shall have no personal liability with respect to the statements and certifications set forth herein.

Section 7. Governing Law.

This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. Any disputes arising out of or relating to this Certificate shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of America sitting in the State of Delaware, and if no such federal court has subject matter jurisdiction, any other state court of the State of Delaware), in accordance with Section 9.06 of the Merger Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Management IV LLC,

its General Partner

By: ________

Name: Priya Deshmukh

Title: Managing Partner

Date: July 22, 2025

HARROWGATE VELOCITY MERGER SUB INC.

By: ________

Name: Priya Deshmukh

Title: President

Date: July 22, 2025

Note: The Merger Agreement (execution version dated March 18, 2025), including all exhibits, schedules, and disclosure letters thereto, is incorporated herein by reference and is not attached to this Certificate. A copy of the Merger Agreement has been separately delivered to the Company and its legal counsel.

OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP AND HARROWGATE VELOCITY MERGER SUB INC.
Delivered Pursuant to Section 7.03 of the Agreement and Plan of Merger
July 22, 2025
This Officer's Certificate (this "Certificate") is delivered in connection with that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as may be amended, supplemented, or modified from time to time, the "Merger Agreement"), by and 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").
RECITALS
WHEREAS, this Certificate is delivered pursuant to Section 7.03 of the Merger Agreement as a condition to the obligation of the Company to consummate the Closing (as defined in the Merger Agreement) of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into the Company (the "Merger");
WHEREAS, the undersigned, Priya Deshmukh, is the Managing Partner of Harrowgate Capital Management IV LLC, a Delaware limited liability company (EIN 87-4231847), in its capacity as the general partner of Parent (EIN 87-4231956), and is duly authorized to execute and deliver this Certificate on behalf of both Parent and Merger Sub (EIN 93-1847265) in connection with the Closing;
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement; and
WHEREAS, the Closing is occurring on July 22, 2025 (the "Closing Date").
NOW, THEREFORE, the undersigned hereby certifies to the Company, on behalf of Parent and Merger Sub, as follows:
Section 1. Definitions and Interpretive Provisions.
For purposes of this Certificate, the following terms shall have the meanings set forth below:
(a) "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 18, 2025, by and among Parent, Merger Sub, and the Company, pursuant to which Merger Sub will merge with and into the Company in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "DGCL"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
(b) "Parent" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal office located at 300 King Street, Suite 4200, Wilmington, Delaware 19801.
(c) "Merger Sub" means Harrowgate Velocity Merger Sub Inc., a Delaware corporation (Delaware File Number 7291034) and a wholly-owned subsidiary of Parent, incorporated on February 24, 2025 solely for the purpose of effecting the Merger.
(d) "Company" means VeloPay Systems, Inc., a Delaware corporation (Delaware File Number 5748392), with its principal headquarters located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.
(e) "Closing Date" means July 22, 2025.
(f) All other capitalized terms used but not defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement. The rules of construction set forth in Section 1.02 of the Merger Agreement shall apply mutatis mutandis to this Certificate.
Section 2. Certification Regarding Accuracy of Representations and Warranties.
(a) Representations and Warranties of Parent.
The undersigned hereby certifies, on behalf of Parent, that each of the representations and warranties of Parent set forth in Article IV of the Merger Agreement:
(i) that is qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all respects as of such specific date or period); and
(ii) that is not so qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all material respects as of such specific date or period).
Without limiting the generality of the foregoing, the undersigned confirms that the following representations and warranties of Parent contained in the Merger Agreement, among others, are true and correct as described above:
(1) Organization, Good Standing, and Qualification. Parent is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Parent has all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by the Merger Agreement.
(2) Authority of General Partner. Harrowgate Capital Management IV LLC, a Delaware limited liability company, in its capacity as the general partner of Parent, has full power and authority under the limited partnership agreement of Parent and its own operating agreement to authorize, execute, and deliver the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all ancillary agreements, instruments, and documents to which Parent is a party in connection with the transactions contemplated by the Merger Agreement, and to perform all obligations of Parent thereunder.
(3) Due Authorization, Execution, and Delivery. The execution, delivery, and performance by Parent of the Merger Agreement and each of the following ancillary documents have been duly and validly authorized by all necessary limited partnership action on the part of Parent:
(A) the Equity Commitment Letter, dated February 14, 2025, pursuant to which Harrowgate Capital Management IV LLC, on behalf of the limited partners of Parent, committed to contribute equity in the aggregate amount of $1,140,000,000 to fund a portion of the merger consideration, related fees, and transaction expenses;
(B) the Limited Guarantee, dated March 18, 2025, executed by Parent in favor of the Company, guaranteeing the payment of the reverse termination fee in the amount of $57,000,000, and certain other reimbursement and indemnification obligations of Parent under the Merger Agreement; and
(C) all other related transaction documents to which Parent is a party.
Each such agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.
(4) No Conflict. The execution, delivery, and performance by Parent of the Merger Agreement and the consummation by Parent of the transactions contemplated thereby do not and will not (A) conflict with, or result in a violation or breach of, any provision of the limited partnership agreement of Harrowgate Private Equity Fund IV LP or the operating agreement of Harrowgate Capital Management IV LLC, (B) conflict with, or result in a violation or breach of, any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to Parent or any of its properties or assets, or (C) result in any breach of or constitute a default under, or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation or the loss of any benefit under, any contract, agreement, or instrument to which Parent is a party or by which Parent or any of its properties or assets is bound, except, in the case of clauses (B) and (C), for any such conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by the Merger Agreement.
(5) Availability of Funds. Parent has, and at the Closing will have, sufficient funds available to pay the aggregate merger consideration and all related fees, costs, and expenses required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the Merger Agreement. The aggregate merger consideration payable by Parent to the stockholders of the Company is $1,900,000,000, calculated on the basis of $20.00 per share of Company Common Stock with respect to 95,000,000 fully diluted shares of Company Common Stock. Such aggregate merger consideration will be funded through the following sources:
(I) the equity contribution of $1,140,000,000 pursuant to the Equity Commitment Letter dated February 14, 2025;
(II) the senior secured term loan facility in the aggregate principal amount of $500,000,000, on the terms and conditions set forth in the Debt Commitment Letter dated February 14, 2025 (Reference CRE-2025-SPF-0441), issued by Tralvendo National Bank, bearing interest at a rate of SOFR plus 375 basis points per annum, with a maturity of seven (7) years from the Closing Date; and
(III) the senior secured revolving credit facility in the aggregate principal amount of up to $260,000,000, on the terms and conditions set forth in the Debt Commitment Letter dated February 14, 2025 (Reference CRE-2025-SPF-0441), issued by Prairie State Bank, N.A., bearing interest at a rate of SOFR plus 325 basis points per annum, with a maturity of five (5) years from the Closing Date.
The Debt Commitment Letter remains in full force and effect and has not been amended, modified, terminated, or withdrawn except as previously disclosed to the Company in accordance with the Merger Agreement. No event has occurred which, with or without notice, lapse of time, or both, would constitute a default or breach on the part of Parent or any other party thereto under the Debt Commitment Letter.
(6) Absence of Litigation. There is no action, suit, investigation, claim, arbitration, or legal, administrative, or governmental proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its affiliates that challenges, or seeks to prevent, enjoin, alter, delay, or restrain, the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
(7) Brokers and Finders. Except for Pendleton Hawkes & Co., which has been engaged as financial advisor to Parent in connection with the transactions contemplated by the Merger Agreement pursuant to an engagement letter dated January 8, 2025, no broker, finder, investment banker, or other person is entitled to any brokerage fee, finder's fee, commission, or similar payment in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of Parent or any of its affiliates. The advisory fee payable to Pendleton Hawkes & Co. is $6,650,000, payable upon the consummation of the Closing, and such fee constitutes a transaction expense of Parent and will not be borne by the Company or deducted from the merger consideration.
(8) No Other Representations or Warranties. Parent acknowledges that, except as expressly set forth in the Merger Agreement, neither Parent nor any of its affiliates, representatives, or advisors has made, and is not making, any representation or warranty, express or implied, to the Company or any of its affiliates, representatives, or advisors.
(b) Representations and Warranties of Merger Sub.
The undersigned hereby certifies, on behalf of Merger Sub, that each of the representations and warranties of Merger Sub set forth in Article V of the Merger Agreement:
(i) that is qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all respects as of such specific date or period); and
(ii) that is not so qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all material respects as of such specific date or period).
Without limiting the generality of the foregoing, the undersigned confirms that the following representations and warranties of Merger Sub contained in the Merger Agreement, among others, are true and correct as described above:
(1) Organization and Good Standing. Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub was incorporated on February 24, 2025, with its registered agent being Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801, and its Delaware File Number is 7291034. Merger Sub has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(2) Purpose. Merger Sub was formed solely for the purpose of effecting the reverse triangular merger with the Company as contemplated by the Merger Agreement. Since the date of its incorporation, Merger Sub has not carried on any business or conducted any activities other than those incident to its formation, the negotiation, execution, and delivery of the Merger Agreement and the other agreements and instruments contemplated thereby, and the consummation of the transactions contemplated by the Merger Agreement and such other agreements and instruments.
(3) Due Authorization, Execution, and Delivery. The execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation by Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement have been duly and validly authorized by all necessary corporate action on the part of Merger Sub, including the approval of the board of directors of Merger Sub and the adoption of the Merger Agreement by the sole stockholder of Merger Sub in accordance with the DGCL and Merger Sub's certificate of incorporation and bylaws. The Merger Agreement has been duly and validly executed and delivered by Merger Sub and constitutes a legal, valid, and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.
(4) Capitalization and Ownership. Parent is the sole stockholder of Merger Sub. All issued and outstanding shares of common stock of Merger Sub are owned beneficially and of record by Parent, free and clear of all liens, pledges, charges, encumbrances, and security interests. Merger Sub has no subsidiaries and does not own, directly or indirectly, any equity interest in any other person or entity.
(5) No Conflict. The execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation by Merger Sub of the Merger and the other transactions contemplated thereby do not and will not (A) conflict with, or result in a violation or breach of, any provision of the certificate of incorporation or bylaws of Merger Sub, (B) conflict with, or result in a violation or breach of, any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to Merger Sub or any of its properties or assets, or (C) result in any breach of or constitute a default under, or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation or the loss of any benefit under, any contract, agreement, or instrument to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound, except, in the case of clauses (B) and (C), for any such conflicts, violations, breaches, defaults, or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Merger Sub to consummate the transactions contemplated by the Merger Agreement.
(6) No Liabilities. Merger Sub has no liabilities, obligations, or commitments of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) other than those incurred solely in connection with (A) its formation and organization, (B) the negotiation, execution, and delivery of the Merger Agreement and the other agreements and instruments contemplated thereby, and (C) the consummation of the transactions contemplated by the Merger Agreement.
Section 3. Certification Regarding Compliance with Pre-Closing Covenants.
The undersigned hereby certifies, on behalf of Parent and Merger Sub, that each of Parent and Merger Sub has performed or complied with, in all material respects, all of the covenants and obligations required to be performed or complied with by Parent or Merger Sub, as applicable, under the Merger Agreement at or prior to the Closing Date, including, without limitation, the Closing Date. Without limiting the generality of the foregoing, the undersigned confirms that the following covenants and obligations have been duly performed or complied with:
(a) Reasonable Best Efforts to Consummate the Merger. In accordance with Section 6.04 of the Merger Agreement, Parent and Merger Sub have each used their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement as promptly as practicable, including the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
(b) Regulatory Approvals. In accordance with Section 6.05 of the Merger Agreement, Parent has cooperated with the Company in making or obtaining all required regulatory filings, consents, approvals, authorizations, and clearances necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the following:
(i) Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). The pre-merger notification and report form required under the HSR Act was filed by Parent on April 2, 2025 (HSR Transaction Number 25-0198374). A request for additional information and documentary material (the "Second Request") was issued by the Antitrust Division of the United States Department of Justice on May 8, 2025. Parent and Merger Sub certified substantial compliance with the Second Request on June 27, 2025. The applicable waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on July 15, 2025, without the issuance of any objection, challenge, or request for further extension by the Department of Justice or the Federal Trade Commission.
(ii) Investment Canada Act. A notification under the Investment Canada Act was filed by Parent on May 1, 2025 in connection with the indirect acquisition of VeloPay Canada Inc., a wholly-owned subsidiary of the Company organized under the laws of the Province of Ontario. The Minister of Innovation, Science and Economic Development issued a clearance letter with respect to such notification on June 3, 2025, confirming that the investment is not subject to review under the Investment Canada Act and may proceed.
(iii) State Money Transmitter Change-of-Control Filings. Parent has cooperated with the Company in preparing, filing, and obtaining all required state money transmitter change-of-control approvals and notifications across thirty-one (31) states in which VeloPay Systems, Inc. or its subsidiaries hold money transmitter licenses. All such approvals have been obtained, or all required notifications have been duly made and accepted, as of July 18, 2025, without the imposition of any materially adverse conditions or restrictions.
(c) Financing Obligations. In accordance with Section 6.06 of the Merger Agreement, Parent has used its reasonable best efforts to obtain the debt financing contemplated by the Debt Commitment Letter on the terms and conditions described therein and has taken all actions necessary or required to satisfy the conditions precedent to the funding of the debt financing on or prior to the Closing Date. In particular:
(i) Parent has caused the execution and delivery of the Credit Agreement, dated as of July 22, 2025, among VeloPay Systems, Inc., as Borrower, Harrowgate Private Equity Fund IV LP, as Holdings, Tralvendo National Bank, as Administrative Agent and Collateral Agent for the senior secured term loan facility in the amount of $500,000,000, Prairie State Bank, N.A., as Administrative Agent for the senior secured revolving credit facility in the amount of $260,000,000, and the lenders party thereto from time to time (the "Credit Agreement").
(ii) Parent has caused the execution and delivery of the Guarantee and Collateral Agreement, dated as of July 22, 2025, pursuant to which each of the Company's domestic subsidiaries, specifically VeloPay Processing LLC, VeloPay Fraud intelligence Inc., and PayStream Gateway LLC (collectively, the "Subsidiary Guarantors"), has unconditionally guaranteed the obligations arising under the Credit Agreement and has pledged substantially all of its tangible and intangible assets as collateral to secure such obligations.
(iii) Parent has caused the execution and delivery of the Intercreditor Agreement, dated as of July 22, 2025, between Tralvendo National Bank, in its capacity as Administrative Agent and Collateral Agent for the term loan lenders, and Prairie State Bank, N.A., in its capacity as Administrative Agent for the revolving facility lenders, establishing the relative priorities and rights of the respective secured creditors with respect to the shared collateral.
(iv) As of the Closing Date, the equity contribution of $1,140,000,000 has been funded, the senior secured term loan in the principal amount of $500,000,000 has been drawn, and the senior secured revolving credit facility has been drawn in the approximate amount of $254,700,000. The aggregate funds available are sufficient to pay the merger consideration of $1,900,000,000 and all related fees, costs, and expenses payable by Parent and Merger Sub in connection with the Closing.
(d) Equity Commitment. In accordance with the Equity Commitment Letter dated February 14, 2025, Harrowgate Capital Management IV LLC, acting on behalf of the limited partners of Parent, has funded the full equity commitment of $1,140,000,000 on or prior to the Closing Date. Such equity contribution has been made available to Parent and Merger Sub for the purpose of funding the merger consideration and paying related transaction expenses.
(e) Escrow Deposit. In accordance with Section 2.06 of the Merger Agreement, Parent has deposited, or caused to be deposited, the sum of $133,000,000 (representing seven percent (7%) of the aggregate merger consideration) with Garrison Trust Company, in its capacity as escrow agent (the "Escrow Agent"), pursuant to the terms and conditions of the Escrow Agreement dated July 22, 2025 (Reference GT-ESC-2025-07223). Such escrow funds are being held in a segregated escrow account and will be available to satisfy post-closing indemnification obligations, purchase price adjustments, and other claims as provided in Article VIII of the Merger Agreement.
(f) Payment of Merger Consideration. In accordance with Section 2.07 of the Merger Agreement, Parent has deposited, or caused to be deposited, the aggregate merger consideration (less the escrow amount described in Section 3(e) above and any amounts payable in respect of dissenting shares) with Keystone Pacific Transfer Services Inc., in its capacity as paying agent (the "Paying Agent"), pursuant to the Paying Agent Agreement dated July 22, 2025, for disbursement to the holders of Company Common Stock (other than holders of dissenting shares) in exchange for cancellation of their shares, in accordance with the procedures set forth in the Merger Agreement and the Paying Agent Agreement.
(g) Payoff of Existing Indebtedness. Parent has arranged for the payoff and discharge, simultaneously with the Closing, of the Company's existing senior secured term loan in the original principal amount of $112,000,000, plus approximately $1,230,000 in accrued and unpaid interest thereon, for an estimated total payoff amount of approximately $113,230,000, held by Meridian Commercial Credit Corp. The payoff is being effected in accordance with the payoff letter issued by Meridian Commercial Credit Corp. dated July 18, 2025, and upon receipt of such payoff amount, all liens and security interests securing such indebtedness will be released and terminated.
(h) D&O Tail Insurance. In accordance with Section 6.08(b) of the Merger Agreement, Parent has caused to be obtained and bound a directors' and officers' liability insurance tail policy (the "Tail Policy") issued by Continental Shield Insurance Company (Policy No. CSI-DOT-2025-4821), providing coverage for a period of six (6) years from the Closing Date with respect to claims arising from acts or omissions occurring at or prior to the Effective Time. The Tail Policy has been obtained on terms and conditions no less favorable, in the aggregate, than the existing directors' and officers' liability insurance maintained by the Company immediately prior to the Closing Date, and the aggregate premium for such Tail Policy is $2,150,000, which has been paid or will be paid at the Closing.
(i) Representations and Warranties Insurance. Parent has obtained a buyer-side representations and warranties insurance policy (the "R&W Insurance Policy") issued by Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187), with the following key terms: (i) aggregate policy limit of $190,000,000; (ii) retention amount of $19,000,000; (iii) premium of $5,320,000 (inclusive of underwriting fees and applicable taxes); and (iv) policy inception date of July 22, 2025 (the Closing Date). The R&W Insurance Policy provides coverage for losses arising out of breaches of the representations and warranties of the Company contained in Article III of the Merger Agreement, subject to the terms, conditions, and exclusions set forth therein. The R&W Insurance Policy contains a customary subrogation waiver in favor of the Company's stockholders and their respective representatives, except in cases of fraud.
(j) Notification and Cooperation Obligations. Parent has timely provided all notices required to be given by Parent or Merger Sub to the Company under the Merger Agreement, including notifications regarding any material developments related to the financing, regulatory approvals, or any event that would reasonably be expected to prevent, materially delay, or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by the Merger Agreement. Parent has cooperated with the Company and its representatives in all material respects as required by the Merger Agreement.
(k) No Actions in Violation of Interim Covenants. Neither Parent nor Merger Sub has taken any action, or failed to take any action, that would constitute a violation of the interim operating covenants applicable to Parent or Merger Sub set forth in Section 6.01(b) of the Merger Agreement. Without limiting the foregoing, neither Parent nor Merger Sub has (i) amended or proposed to amend its organizational documents in any manner that would adversely affect the consummation of the Merger, (ii) taken any action to dissolve, liquidate, or wind up Parent or Merger Sub, or (iii) entered into any agreement or arrangement that would impair the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the Merger.
Section 4. Certification Regarding Absence of Injunction or Legal Impediment.
The undersigned hereby certifies, on behalf of Parent and Merger Sub, that:
(a) As of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order, judgment, or decree issued by any court of competent jurisdiction or other governmental authority of competent jurisdiction is in effect that prevents, restrains, enjoins, or prohibits the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
(b) As of the Closing Date, no law, statute, rule, regulation, executive order, or decree has been enacted, entered, promulgated, enforced, or deemed applicable by any governmental authority of competent jurisdiction that makes illegal or otherwise prohibits or prevents the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
(c) To the knowledge of Parent, as of the Closing Date, no action, suit, proceeding, or investigation has been commenced, filed, or threatened in writing by any governmental authority that seeks to prevent, restrain, enjoin, or prohibit the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, or that challenges the validity or enforceability of the Merger Agreement or any of the ancillary documents.
Section 5. No Material Adverse Effect on Parent or Merger Sub.
The undersigned hereby certifies, on behalf of Parent and Merger Sub, that since the date of the Merger Agreement (March 18, 2025) through and including the Closing Date, no event, circumstance, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement on or before the Outside Date (as defined in the Merger Agreement). Neither Parent nor Merger Sub is aware of any facts, circumstances, or conditions that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement beyond the Closing Date.
Section 6. Reliance; No Other Representations.
(a) This Certificate is being delivered as a condition to the Closing of the transactions contemplated by the Merger Agreement pursuant to Section 7.03 thereof. The Company and its representatives are entitled to rely upon the certifications and statements contained herein in connection with the consummation of the Closing and the Merger.
(b) This Certificate is given solely for purposes of the Merger Agreement and the consummation of the transactions contemplated thereby, and nothing contained herein shall be construed to expand or limit any representation, warranty, covenant, agreement, or obligation of Parent or Merger Sub under the Merger Agreement or any ancillary agreement, instrument, or document delivered in connection therewith. The certifications and statements set forth herein are not intended to, and shall not, create any third-party beneficiary rights in any person other than the Company.
(c) The undersigned has made such due inquiry and investigation, and has consulted with such officers, directors, managers, employees, representatives, and advisors of Parent, Merger Sub, and Harrowgate Capital Management IV LLC, as the undersigned deemed necessary and appropriate in order to provide the certifications and statements set forth in this Certificate. The undersigned is delivering this Certificate in her capacity as Managing Partner of Harrowgate Capital Management IV LLC, in its capacity as general partner of Parent, and as President of Merger Sub, and not in any individual capacity, and the undersigned shall have no personal liability with respect to the statements and certifications set forth herein.
Section 7. Governing Law.
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. Any disputes arising out of or relating to this Certificate shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of America sitting in the State of Delaware, and if no such federal court has subject matter jurisdiction, any other state court of the State of Delaware), in accordance with Section 9.06 of the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Management IV LLC,
its General Partner
By: ________
Name: Priya Deshmukh
Title: Managing Partner
Date: July 22, 2025
HARROWGATE VELOCITY MERGER SUB INC.
By: ________
Name: Priya Deshmukh
Title: President
Date: July 22, 2025
Note: The Merger Agreement (execution version dated March 18, 2025), including all exhibits, schedules, and disclosure letters thereto, is incorporated herein by reference and is not attached to this Certificate. A copy of the Merger Agreement has been separately delivered to the Company and its legal counsel.

OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP AND HARROWGATE VELOCITY MERGER SUB INC.

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HARROWGATE PRIVATE EQUITY FUND IV LP

HARROWGATE VELOCITY MERGER SUB INC.

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