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

officers-certificate-velopay-closing.docx DOCUMENT M&A / Corporate

14 / 78 ← → ✕

OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC.

Delivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger

July 22, 2025

This Officer's Certificate (this "Certificate") of VeloPay Systems, Inc., a Delaware corporation (the "Company"), is delivered pursuant to, and in satisfaction of the closing conditions set forth in, that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may have been amended, supplemented, or otherwise 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 the Company. This Certificate is being delivered as a condition to the obligations of Parent and Merger Sub to consummate the merger of Merger Sub with and into the Company, with the Company surviving as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"), as contemplated by the Merger Agreement.

RECITALS

A. The undersigned, Nathan Aldridge, is the Chief Executive Officer of VeloPay Systems, Inc., a Delaware corporation, with its principal offices located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.

B. Reference is hereby made to the Merger Agreement, dated as of March 18, 2025, by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, as Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, as Merger Sub, and VeloPay Systems, Inc., a Delaware corporation, as the Company. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the Merger.

C. This Officer's Certificate is being delivered on the date hereof, July 22, 2025 (the "Closing Date"), in satisfaction of the closing conditions set forth in Article VII of the Merger Agreement, including without limitation Sections 7.2(a), 7.2(b), and 7.2(c) thereof.

D. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. All section references herein are to sections of the Merger Agreement unless otherwise specified.

E. The undersigned is duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the Closing.

CERTIFICATIONS

The undersigned hereby certifies, on behalf of the Company, as follows:

Section 1 — Capacity and Authority

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

1.2 The undersigned is duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the consummation of the transactions contemplated by the Merger Agreement.

1.3 The undersigned is familiar with the Merger Agreement and the transactions contemplated thereby, including the Merger, the treatment of equity awards, the financing arrangements, and the related ancillary agreements and documents. The undersigned has reviewed the terms and conditions of the Merger Agreement, including the representations, warranties, covenants, and agreements of the Company set forth therein, and the closing conditions set forth in Article VII thereof.

1.4 In connection with the delivery of this Certificate, the undersigned has made or caused to be made such inquiries and investigations as he has deemed necessary or appropriate in order to make the certifications contained herein, including consultations with the Company's General Counsel, Chief Financial Officer, Chief Compliance Officer, outside legal counsel, and other officers, employees, and advisors of the Company and its subsidiaries.

1.5 The certifications set forth in this Certificate are made by the undersigned solely in his capacity as the Chief Executive Officer of the Company and not in his individual or personal capacity.

Section 2 — Accuracy of Representations and Warranties

2.1 Bring-Down of Representations and Warranties (Closing Date Accuracy).

(a) The undersigned hereby certifies that each of the representations and warranties of the Company set forth in the Merger Agreement that are qualified as to materiality, in all material respects, or as to Material Adverse Effect are true and correct in all respects as of the Closing Date (July 22, 2025) as though made on and as of the Closing Date, except to the extent that such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties were true and correct in all respects as of such earlier date.

(b) The undersigned hereby certifies that each of the representations and warranties of the Company set forth in the Merger Agreement that are not qualified as to materiality, in all material respects, or as to Material Adverse Effect are true and correct in all material respects as of the Closing Date (July 22, 2025) as though made on and as of the Closing Date, except to the extent that such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.

(c) The foregoing certifications in Sections 2.1(a) and 2.1(b) are made with reference to, and giving full effect to, the Company Disclosure Schedules delivered by the Company in connection with the execution of the Merger Agreement on March 18, 2025, and any updates to such Company Disclosure Schedules delivered in accordance with the terms of the Merger Agreement.

(d) For the avoidance of doubt, the bring-down standards set forth in Sections 2.1(a) and 2.1(b) above correspond to, and are intended to mirror, the closing condition standards specified in Section 7.2(a) of the Merger Agreement. The representations and warranties of the Company are brought down with the materiality qualifiers as specified in such applicable closing condition.

2.2 Specified Fundamental Representations.

(a) Without limiting the generality of Section 2.1, the undersigned hereby certifies that the Fundamental Representations of the Company (as defined in the Merger Agreement), including the representations and warranties set forth in:

(i) Section 3.1 (Organization, Good Standing, and Qualification);

(ii) Section 3.2 (Authority; Non-Contravention);

(iii) Section 3.4 (Capitalization);

(iv) Section 3.5(a) (Absence of Conflicts with Organizational Documents); and

(v) Section 3.22 (Brokers and Finders),

are true and correct in all respects (other than de minimis inaccuracies that, individually and in the aggregate, are not material to the Company and its subsidiaries, taken as a whole) as of the Closing Date (July 22, 2025) as though made on and as of the Closing Date, except to the extent that any such Fundamental Representation expressly relates to a specified earlier date, in which case such Fundamental Representation was true and correct in all respects (other than de minimis inaccuracies) as of such earlier date.

(b) As of the date hereof, the authorized capital stock of the Company consists of (i) 250,000,000 shares of common stock, par value $0.001 per share, of which 87,412,658 shares are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding. All issued and outstanding shares of Company common stock are duly authorized, validly issued, fully paid, and nonassessable, and were not issued in violation of any preemptive rights.

Section 3 — Compliance with Covenants

3.1 The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing Date (July 22, 2025).

3.2 Without limiting the generality of Section 3.1, the Company has performed and complied in all material respects with the following covenants and agreements:

(a) Conduct of Business. The Company has conducted, and has caused each of its subsidiaries to conduct, its business in the ordinary course of business consistent with past practice during the period between the date of the Merger Agreement (March 18, 2025) and the Closing Date, subject to and in accordance with the exceptions and consents set forth in the Merger Agreement. The Company has used commercially reasonable efforts to preserve intact in all material respects its present business organization and relationships with customers, suppliers, licensors, licensees, distributors, and other persons with whom the Company and its subsidiaries have material business relationships.

(b) No-Shop Provision. The Company has complied in all material respects with the non-solicitation and no-shop provisions set forth in Section 5.4 of the Merger Agreement, including operating within the fiduciary-out exception framework set forth therein. The Company has not (i) solicited, initiated, knowingly encouraged, or knowingly facilitated any Acquisition Proposal, (ii) furnished any non-public information to any person in connection with or in response to an Acquisition Proposal, or (iii) entered into, continued, or otherwise participated in any discussions or negotiations regarding any Acquisition Proposal, except as permitted by Section 5.4 of the Merger Agreement. The Company has provided all required notices to Parent with respect to any Acquisition Proposals received during the interim period, as required by the Merger Agreement.

(c) Change of Control Consents. The Company has used commercially reasonable efforts to obtain all change of control consents, waivers, and approvals required under each of the fourteen (14) material customer contracts and other commercial agreements identified in Section 3.4 of the Company Disclosure Schedules and referenced in Section 5.6 of the Merger Agreement. As of the date hereof, consents have been received with respect to all fourteen (14) such contracts and agreements.

(d) Regulatory Cooperation. The Company has cooperated with Parent in obtaining all required regulatory approvals necessary for the consummation of the Merger, including: (i) the filing of the notification and report form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and compliance with the Second Request issued by the United States Department of Justice, Antitrust Division (the "DOJ") on May 8, 2025 (substantial compliance with such Second Request was certified by the Company on June 27, 2025), resulting in the expiration of the applicable waiting period under the HSR Act on July 15, 2025; (ii) the filing and processing of change-of-control applications and notifications with state money transmitter regulators across all thirty-one (31) states in which such approvals or notifications were required, which approvals and notifications were completed on July 18, 2025; and (iii) the filing and processing of the application for review under the Investment Canada Act (R.S.C. 1985, c. 28 (1st Supp.)) in connection with the indirect acquisition of VeloPay Canada Inc., which clearance was obtained on June 3, 2025.

(e) Financing Cooperation. The Company has provided, and has caused its subsidiaries and their respective officers, employees, and advisors to provide, all cooperation reasonably requested by Parent in connection with the debt financing contemplated by the Merger Agreement, including providing financial statements, participating in lender meetings and due diligence sessions, and providing customary authorization letters and representation letters as required by the commitment papers, all in accordance with Section 5.14 of the Merger Agreement.

(f) Information Statement. The Company has prepared, filed, and mailed the Information Statement to the stockholders of the Company who did not execute the written consent approving the Merger Agreement, in accordance with Section 228(e) of the General Corporation Law of the State of Delaware (the "DGCL") and Section 5.2 of the Merger Agreement. The Information Statement was mailed on April 14, 2025, and the twenty (20) day waiting period required under DGCL § 228(e) has expired.

(g) Insurance. The Company has maintained in full force and effect all existing material insurance policies (or comparable replacement policies) of the Company and its subsidiaries through the Closing Date, in accordance with Section 5.10 of the Merger Agreement.

(h) Treatment of Equity Awards. The Company has taken all actions necessary or appropriate with respect to the treatment of outstanding Company stock options, restricted stock units ("RSUs"), and warrants in accordance with the provisions of Section 2.5 of the Merger Agreement, including (i) delivering or causing to be delivered all required notices and communications to holders of equity awards, (ii) obtaining any required consents, amendments, or waivers under the Company's equity incentive plans and award agreements, and (iii) ensuring that, at or immediately prior to the Effective Time, all outstanding equity awards will be treated in the manner specified in Section 2.5 of the Merger Agreement.

Section 4 — Absence of Material Adverse Effect

4.1 The undersigned hereby certifies that, since the date of the Merger Agreement (March 18, 2025), no event, change, effect, development, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole.

4.2 The certification set forth in Section 4.1 above is made with reference to the definition of "Material Adverse Effect" as set forth in Section 1.1 of the Merger Agreement, including the acknowledgment of the carve-outs and exclusions set forth therein. Specifically, and without limiting the foregoing, the definition of "Material Adverse Effect" in the Merger Agreement excludes any event, change, effect, development, condition, circumstance, or occurrence to the extent resulting from or arising out of:

(i) any epidemic, pandemic, or disease outbreak (including COVID-19 or any future epidemic, pandemic, or disease outbreak), or any escalation or worsening thereof, or any actions taken by any governmental authority or other person in response thereto;

(ii) any outbreak or escalation of war, armed hostilities, military action, sabotage, terrorism, cyberterrorism, or acts of war (whether or not declared), or any escalation or worsening of any of the foregoing;

(iii) changes in general economic, financial, credit, or capital market conditions (including changes in interest rates, exchange rates, credit spreads, or stock, bond, or debt prices), whether domestic or international;

(iv) changes or developments generally affecting the financial technology, digital payments, or payment processing industries in which the Company and its subsidiaries operate;

(v) changes in applicable law, rule, regulation, order, or other binding directive of any governmental authority, or changes in generally accepted accounting principles in the United States ("GAAP"), or authoritative interpretations thereof;

(vi) any failure by the Company or any of its subsidiaries to meet any internal or published projections, forecasts, estimates, or predictions of revenue, earnings, or other financial or operating metrics for any period; provided, that the underlying causes of any such failure shall not be excluded from the determination of whether a Material Adverse Effect has occurred except to the extent that such underlying causes are independently excluded by another clause of this definition; and

(vii) the execution, announcement, or pendency of the Merger Agreement or the transactions contemplated thereby, or the identity of Parent or any of its affiliates, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees, financing sources, or governmental authorities.

4.3 This certification encompasses the Company and all of its direct and indirect subsidiaries, including: (a) VeloPay Processing LLC, a Delaware limited liability company; (b) VeloPay Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada; (c) VeloPay Europe, Unipessoal Lda., a sociedade unipessoal por quotas de responsabilidade limitada organized under the laws of Portugal; (d) VeloPay Fraud intelligence Inc., a Delaware corporation; and (e) PayStream Gateway LLC, a Delaware limited liability company.

Section 5 — Additional Certifications

5.1 Stockholder Approval.

(a) The undersigned hereby certifies that the Company has obtained the requisite stockholder approval for the adoption of the Merger Agreement and the approval of the Merger by written consent of stockholders of the Company. Stockholders holding approximately 63.1% of the outstanding shares of Company common stock (representing in excess of a majority of the outstanding shares of Company common stock entitled to vote thereon) delivered a duly executed written consent adopting the Merger Agreement and approving the Merger on March 18, 2025, in compliance with Section 228 of the DGCL, the Company's Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws.

(b) The Information Statement required by Section 228(e) of the DGCL was prepared and mailed to all stockholders of the Company who did not execute the written consent on April 14, 2025. The applicable twenty (20) day waiting period required under DGCL § 228(e) has expired, and no further action by the stockholders of the Company is required in connection with the consummation of the Merger.

5.2 No Injunctions or Restraints.

The undersigned hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry), no order, injunction, decree, judgment, ruling, writ, or other legal restraint (whether temporary, preliminary, or permanent) has been entered, issued, promulgated, enforced, or threatened in writing by any court, governmental authority, regulatory body, or other tribunal of competent jurisdiction that restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. No proceeding seeking any such order, injunction, decree, judgment, ruling, writ, or other legal restraint is pending or, to the knowledge of the undersigned, threatened in writing as of the date hereof.

5.3 Regulatory Approvals.

The undersigned hereby certifies that all regulatory approvals, clearances, consents, and authorizations required to be obtained by the Company as a condition to the Closing under the Merger Agreement have been duly obtained or made, and no such regulatory approval has been revoked, withdrawn, or materially modified as of the date hereof. Such required regulatory approvals include:

(i) HSR Act Clearance. The applicable waiting period under the HSR Act expired on July 15, 2025, following the Company's and Parent's compliance with the Second Request issued by the DOJ on May 8, 2025 (HSR Transaction Number 25-0198374). No further action by the Federal Trade Commission or the DOJ is required in connection with the consummation of the Merger under the HSR Act.

(ii) State Money Transmitter Approvals. Change-of-control approvals, notifications, or other regulatory filings required under applicable state money transmitter and money services business laws and regulations were completed in all thirty-one (31) states in which such approvals or notifications were required. The final such approval was received on July 18, 2025. A complete schedule of all state money transmitter approvals and notifications, including the date of approval or acknowledgment for each state, has been separately delivered to Parent's counsel.

(iii) Investment Canada Act Clearance. Clearance under the Investment Canada Act (R.S.C. 1985, c. 28 (1st Supp.)) for the indirect acquisition of VeloPay Canada Inc. was obtained on June 3, 2025. The Minister of Innovation, Science and Industry of Canada determined that the indirect acquisition of VeloPay Canada Inc. is likely to be of net benefit to Canada, and no conditions were imposed in connection with such determination.

5.4 Delivery of Company Closing Deliverables.

The undersigned hereby certifies that the Company has delivered, or concurrently herewith is delivering and stands ready to deliver, all closing deliverables required to be delivered by the Company at or prior to the Closing under the Merger Agreement, including without limitation:

(i) this Officer's Certificate, duly executed by the undersigned;

(ii) the Secretary's Certificate of the Company, duly executed by the Secretary of the Company, certifying as to the Company's organizational documents, board resolutions, and incumbency of officers;

(iii) the FIRPTA Certificate, in the form required by Treasury Regulation Section 1.1445-2(c)(3) and Section 1.897-2(h), certifying that the Company is not, and has not been during the applicable period, a United States real property holding corporation;

(iv) certificates of good standing (or the equivalent) for the Company and each of its subsidiaries from their respective jurisdictions of organization, each dated within ten (10) business days of the Closing Date;

(v) payoff letters and lien releases with respect to all outstanding indebtedness of the Company and its subsidiaries required to be repaid at the Closing, together with evidence of arrangements for the filing of UCC-3 termination statements and other applicable releases;

(vi) a duly executed IRS Form W-9 for the Company;

(vii) resignations of such directors and officers of the Company and its subsidiaries as requested by Parent at least five (5) business days prior to the Closing Date; and

(viii) all other certificates, documents, instruments, and agreements required to be delivered by the Company at or prior to the Closing pursuant to Article VII or elsewhere in the Merger Agreement.

Section 6 — Reliance

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

6.2 This Certificate is being delivered solely in satisfaction of the applicable closing conditions set forth in Article VII of the Merger Agreement and is not intended to, and shall not be construed to, expand, supplement, modify, amend, or otherwise alter the representations, warranties, covenants, agreements, or other provisions set forth in the Merger Agreement or any of the ancillary agreements or documents delivered in connection therewith. Nothing in this Certificate shall be deemed to create any rights or remedies for any person that are in addition to, or different from, the rights and remedies expressly set forth in the Merger Agreement.

6.3 This Certificate shall not give rise to any personal liability on the part of the undersigned. The certifications contained herein are made solely in the undersigned's capacity as an officer of the Company and not in the undersigned's individual capacity, and no claim may be asserted against the undersigned in his individual capacity in respect of any matter set forth in this Certificate.

Section 7 — Governing Law

7.1 This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[Signature page follows.]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC.]

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

VELOPAY SYSTEMS, INC.

By: ________

Name: Nathan Aldridge

Title: Chief Executive Officer

Date: July 22, 2025

Address:

1455 Innovation Parkway, Suite 800 Austin, Texas 78759

Employer Identification Number: 82-3019478

DRAFTING NOTES — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE

This Officer's Certificate was prepared by Calderwood & Harkness LLP on behalf of Parent and Merger Sub as buyer's counsel, for execution by VeloPay Systems, Inc.'s Chief Executive Officer.

Calderwood & Harkness LLP Matter Number: 1003-00003 Responsible Partner: Sandra Tung Lead Associate: Megan Chu

The form of this Certificate was provided to Whitford Jessup & Crane LLP (Rebecca Thornton-Hayes, lead partner), counsel to VeloPay Systems, Inc., for review and comment prior to execution. Comments received and incorporated May 30, 2025; final form agreed June 12, 2025.

This Certificate constitutes a closing deliverable under the Merger Agreement (Section 7.2(c)) and must be delivered at or prior to the Closing on July 22, 2025.

Bring-Down Standard: The bring-down standard for representations and warranties as set forth in this Certificate mirrors the closing condition language in Section 7.2(a) of the Merger Agreement:

• Materiality-qualified representations and warranties: true and correct in all respects as of the Closing Date.

• Non-materiality-qualified representations and warranties: true and correct in all material respects as of the Closing Date.

• Fundamental representations and warranties: true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date.

OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC.
Delivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger
July 22, 2025
This Officer's Certificate (this "Certificate") of VeloPay Systems, Inc., a Delaware corporation (the "Company"), is delivered pursuant to, and in satisfaction of the closing conditions set forth in, that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may have been amended, supplemented, or otherwise 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 the Company. This Certificate is being delivered as a condition to the obligations of Parent and Merger Sub to consummate the merger of Merger Sub with and into the Company, with the Company surviving as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"), as contemplated by the Merger Agreement.
RECITALS
A. The undersigned, Nathan Aldridge, is the Chief Executive Officer of VeloPay Systems, Inc., a Delaware corporation, with its principal offices located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.
B. Reference is hereby made to the Merger Agreement, dated as of March 18, 2025, by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, as Parent, Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, as Merger Sub, and VeloPay Systems, Inc., a Delaware corporation, as the Company. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the Merger.
C. This Officer's Certificate is being delivered on the date hereof, July 22, 2025 (the "Closing Date"), in satisfaction of the closing conditions set forth in Article VII of the Merger Agreement, including without limitation Sections 7.2(a), 7.2(b), and 7.2(c) thereof.
D. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. All section references herein are to sections of the Merger Agreement unless otherwise specified.
E. The undersigned is duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the Closing.
CERTIFICATIONS
The undersigned hereby certifies, on behalf of the Company, as follows:
Section 1 — Capacity and Authority
1.1 The undersigned, Nathan Aldridge, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of VeloPay Systems, Inc., a Delaware corporation. The undersigned has served in such capacity continuously since January 2019, and his appointment as Chief Executive Officer has not been revoked, rescinded, or otherwise terminated as of the date hereof.
1.2 The undersigned is duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the consummation of the transactions contemplated by the Merger Agreement.
1.3 The undersigned is familiar with the Merger Agreement and the transactions contemplated thereby, including the Merger, the treatment of equity awards, the financing arrangements, and the related ancillary agreements and documents. The undersigned has reviewed the terms and conditions of the Merger Agreement, including the representations, warranties, covenants, and agreements of the Company set forth therein, and the closing conditions set forth in Article VII thereof.
1.4 In connection with the delivery of this Certificate, the undersigned has made or caused to be made such inquiries and investigations as he has deemed necessary or appropriate in order to make the certifications contained herein, including consultations with the Company's General Counsel, Chief Financial Officer, Chief Compliance Officer, outside legal counsel, and other officers, employees, and advisors of the Company and its subsidiaries.
1.5 The certifications set forth in this Certificate are made by the undersigned solely in his capacity as the Chief Executive Officer of the Company and not in his individual or personal capacity.
Section 2 — Accuracy of Representations and Warranties
2.1 Bring-Down of Representations and Warranties (Closing Date Accuracy).
(a) The undersigned hereby certifies that each of the representations and warranties of the Company set forth in the Merger Agreement that are qualified as to materiality, in all material respects, or as to Material Adverse Effect are true and correct in all respects as of the Closing Date (July 22, 2025) as though made on and as of the Closing Date, except to the extent that such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties were true and correct in all respects as of such earlier date.
(b) The undersigned hereby certifies that each of the representations and warranties of the Company set forth in the Merger Agreement that are not qualified as to materiality, in all material respects, or as to Material Adverse Effect are true and correct in all material respects as of the Closing Date (July 22, 2025) as though made on and as of the Closing Date, except to the extent that such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.
(c) The foregoing certifications in Sections 2.1(a) and 2.1(b) are made with reference to, and giving full effect to, the Company Disclosure Schedules delivered by the Company in connection with the execution of the Merger Agreement on March 18, 2025, and any updates to such Company Disclosure Schedules delivered in accordance with the terms of the Merger Agreement.
(d) For the avoidance of doubt, the bring-down standards set forth in Sections 2.1(a) and 2.1(b) above correspond to, and are intended to mirror, the closing condition standards specified in Section 7.2(a) of the Merger Agreement. The representations and warranties of the Company are brought down with the materiality qualifiers as specified in such applicable closing condition.
2.2 Specified Fundamental Representations.
(a) Without limiting the generality of Section 2.1, the undersigned hereby certifies that the Fundamental Representations of the Company (as defined in the Merger Agreement), including the representations and warranties set forth in:
(i) Section 3.1 (Organization, Good Standing, and Qualification);
(ii) Section 3.2 (Authority; Non-Contravention);
(iii) Section 3.4 (Capitalization);
(iv) Section 3.5(a) (Absence of Conflicts with Organizational Documents); and
(v) Section 3.22 (Brokers and Finders),
are true and correct in all respects (other than de minimis inaccuracies that, individually and in the aggregate, are not material to the Company and its subsidiaries, taken as a whole) as of the Closing Date (July 22, 2025) as though made on and as of the Closing Date, except to the extent that any such Fundamental Representation expressly relates to a specified earlier date, in which case such Fundamental Representation was true and correct in all respects (other than de minimis inaccuracies) as of such earlier date.
(b) As of the date hereof, the authorized capital stock of the Company consists of (i) 250,000,000 shares of common stock, par value $0.001 per share, of which 87,412,658 shares are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding. All issued and outstanding shares of Company common stock are duly authorized, validly issued, fully paid, and nonassessable, and were not issued in violation of any preemptive rights.
Section 3 — Compliance with Covenants
3.1 The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing Date (July 22, 2025).
3.2 Without limiting the generality of Section 3.1, the Company has performed and complied in all material respects with the following covenants and agreements:
(a) Conduct of Business. The Company has conducted, and has caused each of its subsidiaries to conduct, its business in the ordinary course of business consistent with past practice during the period between the date of the Merger Agreement (March 18, 2025) and the Closing Date, subject to and in accordance with the exceptions and consents set forth in the Merger Agreement. The Company has used commercially reasonable efforts to preserve intact in all material respects its present business organization and relationships with customers, suppliers, licensors, licensees, distributors, and other persons with whom the Company and its subsidiaries have material business relationships.
(b) No-Shop Provision. The Company has complied in all material respects with the non-solicitation and no-shop provisions set forth in Section 5.4 of the Merger Agreement, including operating within the fiduciary-out exception framework set forth therein. The Company has not (i) solicited, initiated, knowingly encouraged, or knowingly facilitated any Acquisition Proposal, (ii) furnished any non-public information to any person in connection with or in response to an Acquisition Proposal, or (iii) entered into, continued, or otherwise participated in any discussions or negotiations regarding any Acquisition Proposal, except as permitted by Section 5.4 of the Merger Agreement. The Company has provided all required notices to Parent with respect to any Acquisition Proposals received during the interim period, as required by the Merger Agreement.
(c) Change of Control Consents. The Company has used commercially reasonable efforts to obtain all change of control consents, waivers, and approvals required under each of the fourteen (14) material customer contracts and other commercial agreements identified in Section 3.4 of the Company Disclosure Schedules and referenced in Section 5.6 of the Merger Agreement. As of the date hereof, consents have been received with respect to all fourteen (14) such contracts and agreements.
(d) Regulatory Cooperation. The Company has cooperated with Parent in obtaining all required regulatory approvals necessary for the consummation of the Merger, including: (i) the filing of the notification and report form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and compliance with the Second Request issued by the United States Department of Justice, Antitrust Division (the "DOJ") on May 8, 2025 (substantial compliance with such Second Request was certified by the Company on June 27, 2025), resulting in the expiration of the applicable waiting period under the HSR Act on July 15, 2025; (ii) the filing and processing of change-of-control applications and notifications with state money transmitter regulators across all thirty-one (31) states in which such approvals or notifications were required, which approvals and notifications were completed on July 18, 2025; and (iii) the filing and processing of the application for review under the Investment Canada Act (R.S.C. 1985, c. 28 (1st Supp.)) in connection with the indirect acquisition of VeloPay Canada Inc., which clearance was obtained on June 3, 2025.
(e) Financing Cooperation. The Company has provided, and has caused its subsidiaries and their respective officers, employees, and advisors to provide, all cooperation reasonably requested by Parent in connection with the debt financing contemplated by the Merger Agreement, including providing financial statements, participating in lender meetings and due diligence sessions, and providing customary authorization letters and representation letters as required by the commitment papers, all in accordance with Section 5.14 of the Merger Agreement.
(f) Information Statement. The Company has prepared, filed, and mailed the Information Statement to the stockholders of the Company who did not execute the written consent approving the Merger Agreement, in accordance with Section 228(e) of the General Corporation Law of the State of Delaware (the "DGCL") and Section 5.2 of the Merger Agreement. The Information Statement was mailed on April 14, 2025, and the twenty (20) day waiting period required under DGCL § 228(e) has expired.
(g) Insurance. The Company has maintained in full force and effect all existing material insurance policies (or comparable replacement policies) of the Company and its subsidiaries through the Closing Date, in accordance with Section 5.10 of the Merger Agreement.
(h) Treatment of Equity Awards. The Company has taken all actions necessary or appropriate with respect to the treatment of outstanding Company stock options, restricted stock units ("RSUs"), and warrants in accordance with the provisions of Section 2.5 of the Merger Agreement, including (i) delivering or causing to be delivered all required notices and communications to holders of equity awards, (ii) obtaining any required consents, amendments, or waivers under the Company's equity incentive plans and award agreements, and (iii) ensuring that, at or immediately prior to the Effective Time, all outstanding equity awards will be treated in the manner specified in Section 2.5 of the Merger Agreement.
Section 4 — Absence of Material Adverse Effect
4.1 The undersigned hereby certifies that, since the date of the Merger Agreement (March 18, 2025), no event, change, effect, development, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the business, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole.
4.2 The certification set forth in Section 4.1 above is made with reference to the definition of "Material Adverse Effect" as set forth in Section 1.1 of the Merger Agreement, including the acknowledgment of the carve-outs and exclusions set forth therein. Specifically, and without limiting the foregoing, the definition of "Material Adverse Effect" in the Merger Agreement excludes any event, change, effect, development, condition, circumstance, or occurrence to the extent resulting from or arising out of:
(i) any epidemic, pandemic, or disease outbreak (including COVID-19 or any future epidemic, pandemic, or disease outbreak), or any escalation or worsening thereof, or any actions taken by any governmental authority or other person in response thereto;
(ii) any outbreak or escalation of war, armed hostilities, military action, sabotage, terrorism, cyberterrorism, or acts of war (whether or not declared), or any escalation or worsening of any of the foregoing;
(iii) changes in general economic, financial, credit, or capital market conditions (including changes in interest rates, exchange rates, credit spreads, or stock, bond, or debt prices), whether domestic or international;
(iv) changes or developments generally affecting the financial technology, digital payments, or payment processing industries in which the Company and its subsidiaries operate;
(v) changes in applicable law, rule, regulation, order, or other binding directive of any governmental authority, or changes in generally accepted accounting principles in the United States ("GAAP"), or authoritative interpretations thereof;
(vi) any failure by the Company or any of its subsidiaries to meet any internal or published projections, forecasts, estimates, or predictions of revenue, earnings, or other financial or operating metrics for any period; provided, that the underlying causes of any such failure shall not be excluded from the determination of whether a Material Adverse Effect has occurred except to the extent that such underlying causes are independently excluded by another clause of this definition; and
(vii) the execution, announcement, or pendency of the Merger Agreement or the transactions contemplated thereby, or the identity of Parent or any of its affiliates, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees, financing sources, or governmental authorities.
4.3 This certification encompasses the Company and all of its direct and indirect subsidiaries, including: (a) VeloPay Processing LLC, a Delaware limited liability company; (b) VeloPay Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada; (c) VeloPay Europe, Unipessoal Lda., a sociedade unipessoal por quotas de responsabilidade limitada organized under the laws of Portugal; (d) VeloPay Fraud intelligence Inc., a Delaware corporation; and (e) PayStream Gateway LLC, a Delaware limited liability company.
Section 5 — Additional Certifications
5.1 Stockholder Approval.
(a) The undersigned hereby certifies that the Company has obtained the requisite stockholder approval for the adoption of the Merger Agreement and the approval of the Merger by written consent of stockholders of the Company. Stockholders holding approximately 63.1% of the outstanding shares of Company common stock (representing in excess of a majority of the outstanding shares of Company common stock entitled to vote thereon) delivered a duly executed written consent adopting the Merger Agreement and approving the Merger on March 18, 2025, in compliance with Section 228 of the DGCL, the Company's Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws.
(b) The Information Statement required by Section 228(e) of the DGCL was prepared and mailed to all stockholders of the Company who did not execute the written consent on April 14, 2025. The applicable twenty (20) day waiting period required under DGCL § 228(e) has expired, and no further action by the stockholders of the Company is required in connection with the consummation of the Merger.
5.2 No Injunctions or Restraints.
The undersigned hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry), no order, injunction, decree, judgment, ruling, writ, or other legal restraint (whether temporary, preliminary, or permanent) has been entered, issued, promulgated, enforced, or threatened in writing by any court, governmental authority, regulatory body, or other tribunal of competent jurisdiction that restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. No proceeding seeking any such order, injunction, decree, judgment, ruling, writ, or other legal restraint is pending or, to the knowledge of the undersigned, threatened in writing as of the date hereof.
5.3 Regulatory Approvals.
The undersigned hereby certifies that all regulatory approvals, clearances, consents, and authorizations required to be obtained by the Company as a condition to the Closing under the Merger Agreement have been duly obtained or made, and no such regulatory approval has been revoked, withdrawn, or materially modified as of the date hereof. Such required regulatory approvals include:
(i) HSR Act Clearance. The applicable waiting period under the HSR Act expired on July 15, 2025, following the Company's and Parent's compliance with the Second Request issued by the DOJ on May 8, 2025 (HSR Transaction Number 25-0198374). No further action by the Federal Trade Commission or the DOJ is required in connection with the consummation of the Merger under the HSR Act.
(ii) State Money Transmitter Approvals. Change-of-control approvals, notifications, or other regulatory filings required under applicable state money transmitter and money services business laws and regulations were completed in all thirty-one (31) states in which such approvals or notifications were required. The final such approval was received on July 18, 2025. A complete schedule of all state money transmitter approvals and notifications, including the date of approval or acknowledgment for each state, has been separately delivered to Parent's counsel.
(iii) Investment Canada Act Clearance. Clearance under the Investment Canada Act (R.S.C. 1985, c. 28 (1st Supp.)) for the indirect acquisition of VeloPay Canada Inc. was obtained on June 3, 2025. The Minister of Innovation, Science and Industry of Canada determined that the indirect acquisition of VeloPay Canada Inc. is likely to be of net benefit to Canada, and no conditions were imposed in connection with such determination.
5.4 Delivery of Company Closing Deliverables.
The undersigned hereby certifies that the Company has delivered, or concurrently herewith is delivering and stands ready to deliver, all closing deliverables required to be delivered by the Company at or prior to the Closing under the Merger Agreement, including without limitation:
(i) this Officer's Certificate, duly executed by the undersigned;
(ii) the Secretary's Certificate of the Company, duly executed by the Secretary of the Company, certifying as to the Company's organizational documents, board resolutions, and incumbency of officers;
(iii) the FIRPTA Certificate, in the form required by Treasury Regulation Section 1.1445-2(c)(3) and Section 1.897-2(h), certifying that the Company is not, and has not been during the applicable period, a United States real property holding corporation;
(iv) certificates of good standing (or the equivalent) for the Company and each of its subsidiaries from their respective jurisdictions of organization, each dated within ten (10) business days of the Closing Date;
(v) payoff letters and lien releases with respect to all outstanding indebtedness of the Company and its subsidiaries required to be repaid at the Closing, together with evidence of arrangements for the filing of UCC-3 termination statements and other applicable releases;
(vi) a duly executed IRS Form W-9 for the Company;
(vii) resignations of such directors and officers of the Company and its subsidiaries as requested by Parent at least five (5) business days prior to the Closing Date; and
(viii) all other certificates, documents, instruments, and agreements required to be delivered by the Company at or prior to the Closing pursuant to Article VII or elsewhere in the Merger Agreement.
Section 6 — Reliance
6.1 Parent and Merger Sub are entitled to rely on this Certificate as a condition to their respective obligations to consummate the Merger and the other transactions contemplated by the Merger Agreement, including without limitation in satisfaction of the closing conditions set forth in Sections 7.2(a), 7.2(b), and 7.2(c) of the Merger Agreement.
6.2 This Certificate is being delivered solely in satisfaction of the applicable closing conditions set forth in Article VII of the Merger Agreement and is not intended to, and shall not be construed to, expand, supplement, modify, amend, or otherwise alter the representations, warranties, covenants, agreements, or other provisions set forth in the Merger Agreement or any of the ancillary agreements or documents delivered in connection therewith. Nothing in this Certificate shall be deemed to create any rights or remedies for any person that are in addition to, or different from, the rights and remedies expressly set forth in the Merger Agreement.
6.3 This Certificate shall not give rise to any personal liability on the part of the undersigned. The certifications contained herein are made solely in the undersigned's capacity as an officer of the Company and not in the undersigned's individual capacity, and no claim may be asserted against the undersigned in his individual capacity in respect of any matter set forth in this Certificate.
Section 7 — Governing Law
7.1 This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
[Signature page follows.]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC.]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
VELOPAY SYSTEMS, INC.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Date: July 22, 2025
Address:
1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Employer Identification Number: 82-3019478
DRAFTING NOTES — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE
This Officer's Certificate was prepared by Calderwood & Harkness LLP on behalf of Parent and Merger Sub as buyer's counsel, for execution by VeloPay Systems, Inc.'s Chief Executive Officer.
Calderwood & Harkness LLP Matter Number: 1003-00003 Responsible Partner: Sandra Tung Lead Associate: Megan Chu
The form of this Certificate was provided to Whitford Jessup & Crane LLP (Rebecca Thornton-Hayes, lead partner), counsel to VeloPay Systems, Inc., for review and comment prior to execution. Comments received and incorporated May 30, 2025; final form agreed June 12, 2025.
This Certificate constitutes a closing deliverable under the Merger Agreement (Section 7.2(c)) and must be delivered at or prior to the Closing on July 22, 2025.
Bring-Down Standard: The bring-down standard for representations and warranties as set forth in this Certificate mirrors the closing condition language in Section 7.2(a) of the Merger Agreement:
•  Materiality-qualified representations and warranties: true and correct in all respects as of the Closing Date.
•  Non-materiality-qualified representations and warranties: true and correct in all material respects as of the Closing Date.
•  Fundamental representations and warranties: true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date.

OFFICER'S CERTIFICATE OF VELOPAY SYSTEMS, INC.

RECITALS

CERTIFICATIONS

VELOPAY SYSTEMS, INC.

Record

Parties

Dates

Amounts