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

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

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

Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, Harrowgate Velocity Merger Sub Inc., a Delaware corporation, and VeloPay Systems, Inc., a Delaware corporation

July 22, 2025

The undersigned, Priya Deshmukh, in her capacity as the duly authorized Managing Partner of Harrowgate Capital Management IV LLC, a Delaware limited liability company ("Harrowgate GP"), which serves as the sole general partner of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV"), and simultaneously in her capacity as the duly authorized President and Sole Director of Harrowgate Velocity Merger Sub Inc., a Delaware corporation ("Merger Sub"), hereby certifies the following as true, correct, and complete in connection with the closing (the "Closing") of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as it may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among HPE Fund IV, Merger Sub, and VeloPay Systems, Inc., a Delaware corporation (the "Company").

The Closing is occurring on July 22, 2025 (the "Closing Date"). This Secretary's Certificate is being delivered as a closing deliverable required under Section 7.02(c) of the Merger Agreement in satisfaction of the conditions to the obligations of the Company to consummate the transactions contemplated by the Merger Agreement.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

SECTION 1: CERTIFICATION REGARDING HPE FUND IV

1.1 Organization and Good Standing

HPE Fund IV is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. HPE Fund IV's Certificate of Limited Partnership was duly filed with the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "DRULPA"), and such Certificate of Limited Partnership remains in full force and effect as of the date hereof.

HPE Fund IV's principal office is located at 300 King Street, Suite 4200, Wilmington, Delaware 19801. HPE Fund IV's Employer Identification Number assigned by the Internal Revenue Service is 87-4231956.

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Limited Partnership of Harrowgate Private Equity Fund IV LP, together with all amendments thereto, as currently in effect as of the date hereof. No amendments to the Certificate of Limited Partnership have been filed or are pending with the Secretary of State of the State of Delaware other than as reflected in Exhibit A.

Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Good Standing of Harrowgate Private Equity Fund IV LP issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, confirming that HPE Fund IV is in good standing under the laws of the State of Delaware.

1.2 Limited Partnership Agreement

Attached hereto as Exhibit C is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Harrowgate Private Equity Fund IV LP (the "Limited Partnership Agreement"), as currently in effect. The Limited Partnership Agreement is the sole agreement governing the affairs of HPE Fund IV and the rights, duties, and obligations of its partners.

The Limited Partnership Agreement has not been amended, supplemented, restated, or otherwise modified since the date of the Merger Agreement, March 18, 2025. No action has been taken, and no consent has been solicited, to amend, supplement, restate, or otherwise modify the Limited Partnership Agreement since such date.

1.3 General Partner

The sole general partner of HPE Fund IV is Harrowgate Capital Management IV LLC, a Delaware limited liability company. Harrowgate GP's Employer Identification Number assigned by the Internal Revenue Service is 87-4231847. Harrowgate GP was duly formed and is validly existing and in good standing under the laws of the State of Delaware.

Pursuant to the Limited Partnership Agreement and the DRULPA, Harrowgate GP has full power, authority, and legal right to act on behalf of HPE Fund IV in all matters, including, without limitation, the power and authority to execute and deliver the Merger Agreement and all related transaction documents, instruments, agreements, and certificates, and to consummate the Merger and all other transactions contemplated by the Merger Agreement, on behalf of HPE Fund IV. No approval, consent, or authorization of any limited partner or other person is required under the Limited Partnership Agreement, the DRULPA, or any other applicable law or agreement in order for Harrowgate GP to take such actions on behalf of HPE Fund IV that has not been duly obtained.

Attached hereto as Exhibit D is a true, correct, and complete copy of the Certificate of Good Standing of Harrowgate Capital Management IV LLC issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, confirming that Harrowgate GP is in good standing under the laws of the State of Delaware.

1.4 Authorizing Resolutions — HPE Fund IV

Attached hereto as Exhibit E is a true, correct, and complete copy of the written consent of Harrowgate Capital Management IV LLC, acting in its capacity as the sole general partner of HPE Fund IV (the "GP Resolutions"), duly adopted on or prior to March 17, 2025, in accordance with the Limited Partnership Agreement and the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., authorizing, among other things:

(a) the execution, delivery, and performance by HPE Fund IV of the Merger Agreement and the consummation of the merger of Merger Sub with and into VeloPay Systems, Inc. (the "Merger"), with VeloPay Systems, Inc. surviving the Merger as the surviving corporation and a wholly-owned subsidiary of HPE Fund IV;

(b) the equity commitment of One Billion One Hundred Forty Million Dollars ($1,140,000,000) by HPE Fund IV to fund a portion of the aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000) payable in connection with the Merger, pursuant to the terms and conditions of that certain Equity Commitment Letter, dated as of February 14, 2025, by HPE Fund IV in favor of Merger Sub (the "Equity Commitment Letter");

(c) the execution, delivery, and performance by HPE Fund IV of all ancillary agreements, documents, instruments, and certificates to be entered into or delivered in connection with the Merger, including, without limitation, the Equity Commitment Letter, the Limited Guarantee dated as of March 18, 2025, the Escrow Agreement, the Stockholder Support Agreement, the Rollover Agreement, and all other documents, agreements, instruments, and certificates contemplated by or required to be delivered under the Merger Agreement; and

(d) the authorization and empowerment of designated officers, partners, and authorized representatives of Harrowgate GP (acting on behalf of HPE Fund IV) to take all actions and to execute and deliver all documents, instruments, agreements, and certificates as any such authorized person may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Merger Agreement, with such actions and the execution and delivery of such documents being conclusive evidence of the authorization thereof.

The GP Resolutions have not been amended, supplemented, modified, revoked, or rescinded since their adoption and remain in full force and effect as of the Closing Date. No other or further approval, consent, authorization, or action by any partner, member, manager, officer, or governing body of HPE Fund IV or Harrowgate GP is required to authorize the execution, delivery, and performance of the Merger Agreement, the ancillary transaction documents, or the consummation of the Merger and the other transactions contemplated by the Merger Agreement that has not been duly obtained prior to the date hereof.

1.5 Incumbency — HPE Fund IV / Harrowgate GP

The following persons are the duly appointed and qualified officers and authorized signatories of Harrowgate Capital Management IV LLC, acting in its capacity as the sole general partner of HPE Fund IV, holding the offices and positions set forth opposite their respective names below. The signatures set forth below are the true and genuine signatures of each such person, and each such person is duly authorized to execute and deliver the Merger Agreement and all ancillary agreements, documents, instruments, and certificates on behalf of HPE Fund IV:

Each of the foregoing persons held such office or position at all relevant times from the date of the Merger Agreement (March 18, 2025) through and including the Closing Date (July 22, 2025), and no changes have been made to the officers or authorized signatories of Harrowgate GP during such period.

SECTION 2: CERTIFICATION REGARDING HARROWGATE VELOCITY MERGER SUB INC.

2.1 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, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware General Corporation Law, 8 Del. C. § 101 et seq. (the "DGCL").

Merger Sub's Delaware File Number is 7291034. Merger Sub's Employer Identification Number assigned by the Internal Revenue Service is 93-1847265. Merger Sub's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801.

Merger Sub was formed solely for the purpose of effectuating the reverse triangular merger with VeloPay Systems, Inc. as contemplated by the Merger Agreement. Since the date of its incorporation, Merger Sub has not conducted any business, engaged in any operations, incurred any liabilities or obligations, or entered into any agreements or arrangements, other than those incidental to its formation, the maintenance of its corporate existence, and the execution, delivery, and performance of the Merger Agreement and the ancillary transaction documents, and the consummation of the transactions contemplated thereby.

Attached hereto as Exhibit F is a true, correct, and complete copy of the Certificate of Good Standing of Harrowgate Velocity Merger Sub Inc. issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, confirming that Merger Sub is in good standing under the laws of the State of Delaware.

2.2 Certificate of Incorporation

Attached hereto as Exhibit G is a true, correct, and complete copy of the Certificate of Incorporation of Harrowgate Velocity Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on February 24, 2025, together with all amendments thereto (if any), as currently in effect. The Certificate of Incorporation constitutes the complete and entire charter document of Merger Sub.

The Certificate of Incorporation has not been amended, supplemented, restated, or otherwise modified since its initial filing on February 24, 2025. No action has been taken, and no resolution has been adopted, to amend, supplement, restate, or otherwise modify the Certificate of Incorporation, other than any amendment that may occur by operation of law as a result of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the consummation of the Merger.

2.3 Bylaws. Attached hereto as Exhibit H is a true, correct, and complete copy of the Bylaws of Harrowgate Velocity Merger Sub Inc. (the "Bylaws"), as adopted upon incorporation by the sole incorporator and currently in effect. The Bylaws constitute the complete and entire bylaws of Merger Sub.

The Bylaws have not been amended, supplemented, restated, or otherwise modified since their adoption on February 24, 2025. No action has been taken, and no resolution has been adopted, to amend, supplement, restate, or otherwise modify the Bylaws.

2.4 Sole Stockholder

The sole stockholder of Merger Sub is Harrowgate Private Equity Fund IV LP. All of the issued and outstanding shares of capital stock of Merger Sub, consisting of one hundred (100) shares of common stock, par value $0.01 per share, are owned, both beneficially and of record, by HPE Fund IV. No other shares of capital stock of Merger Sub are issued and outstanding, and no person or entity other than HPE Fund IV holds any equity interest, option, warrant, or other right to acquire any equity interest in Merger Sub.

2.5 Authorizing Resolutions — Merger Sub Board of Directors

Attached hereto as Exhibit I is a true, correct, and complete copy of the written consent resolutions of the sole director of Harrowgate Velocity Merger Sub Inc. (the "Board Resolutions"), duly adopted in lieu of a meeting in accordance with Section 141(f) of the DGCL and the Bylaws, authorizing, among other things:

(a) the execution, delivery, and performance by Merger Sub of the Merger Agreement and all obligations of Merger Sub arising thereunder;

(b) the merger of Merger Sub with and into VeloPay Systems, Inc., with VeloPay Systems, Inc. continuing as the surviving corporation and becoming a wholly-owned subsidiary of HPE Fund IV, pursuant to Section 251 of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement;

(c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, in such form as required by Section 251(c) of the DGCL, and the payment of all applicable filing fees in connection therewith;

(d) the execution, delivery, and performance by Merger Sub of all ancillary agreements, certificates, instruments, and documents required or contemplated to be executed, delivered, or performed by Merger Sub in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and

(e) the authorization and empowerment of designated officers of Merger Sub to take all actions, and to execute and deliver all documents, agreements, certificates, and instruments, as any such officer may deem necessary, appropriate, or desirable to consummate the Merger and the other transactions contemplated by the Merger Agreement, with such actions and the execution and delivery of such documents being conclusive evidence of the authorization thereof.

The Board Resolutions have not been amended, supplemented, modified, revoked, or rescinded since their adoption and remain in full force and effect as of the Closing Date. No other or further action, approval, or consent of the board of directors of Merger Sub is required in connection with the Merger Agreement or the transactions contemplated thereby.

2.6 Authorizing Resolutions — Merger Sub Sole Stockholder Consent

Attached hereto as Exhibit J is a true, correct, and complete copy of the written consent of HPE Fund IV, acting as the sole stockholder of Merger Sub (the "Stockholder Consent"), duly adopted in accordance with Section 228 of the DGCL and the Bylaws, approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. The Stockholder Consent constitutes the approval and adoption of the Merger Agreement by the requisite vote of the stockholders of Merger Sub required under the DGCL, the Certificate of Incorporation, and the Bylaws.

The Stockholder Consent has not been amended, supplemented, modified, revoked, or rescinded since its adoption and remains in full force and effect as of the Closing Date.

2.7 Incumbency — Merger Sub

The following persons are the duly elected and qualified officers and sole director of Harrowgate Velocity Merger Sub Inc., holding the offices set forth opposite their respective names below. The signatures set forth below are the true and genuine signatures of each such person, and each such person is duly authorized to execute and deliver documents, agreements, instruments, and certificates on behalf of Merger Sub:

Each of the foregoing persons has held such office continuously from the date of Merger Sub's incorporation (February 24, 2025) through and including the Closing Date (July 22, 2025). No other persons serve as officers or directors of Merger Sub, and no changes have been made to the officers or directors of Merger Sub during such period.

SECTION 3: GENERAL CERTIFICATIONS

3.1 No Dissolution or Bankruptcy

Neither HPE Fund IV nor Merger Sub has taken any action looking to, or contemplating, its dissolution, liquidation, winding-up, or termination, whether voluntary or involuntary, and no proceedings, resolutions, or consents for any such purpose have been authorized, adopted, instituted, or, to the knowledge of the undersigned, threatened against HPE Fund IV or Merger Sub.

Neither HPE Fund IV nor Merger Sub is the subject of any pending or, to the knowledge of the undersigned, threatened bankruptcy, insolvency, receivership, conservatorship, assignment for the benefit of creditors, or similar proceedings under any applicable federal, state, or foreign law. Neither HPE Fund IV nor Merger Sub has made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy, suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, suffered the attachment or other judicial seizure of all, or substantially all, of its assets, or admitted in writing its inability to pay its debts as they come due.

3.2 No Conflict

The execution, delivery, and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby by HPE Fund IV and Merger Sub do not and will not: (a) violate, conflict with, result in a breach of, constitute a default under, or contravene any provision of the Certificate of Limited Partnership or the Limited Partnership Agreement of HPE Fund IV, the Certificate of Formation or Operating Agreement of Harrowgate GP, or the Certificate of Incorporation or the Bylaws of Merger Sub; or (b) violate, conflict with, or result in a breach of any resolution, consent, or authorization heretofore adopted or approved by any governing body, partner, member, manager, officer, director, or stockholder of HPE Fund IV, Harrowgate GP, or Merger Sub.

3.3 No Amendment to Organizational Documents

Since March 18, 2025 (the date of the Merger Agreement), none of the organizational documents of HPE Fund IV (including its Certificate of Limited Partnership and Limited Partnership Agreement), Harrowgate GP (including its Certificate of Formation and Operating Agreement), or Merger Sub (including its Certificate of Incorporation and Bylaws) has been amended, supplemented, restated, or otherwise modified, except as expressly contemplated by the Merger Agreement. No action is pending or contemplated to effect any such amendment, supplement, restatement, or modification.

3.4 Full Force and Effect

All resolutions, consents, and authorizations referenced in this certificate and attached as exhibits hereto, including the GP Resolutions (Exhibit E), the Board Resolutions (Exhibit I), and the Stockholder Consent (Exhibit J), remain in full force and effect as of the Closing Date. None of such resolutions, consents, or authorizations has been amended, supplemented, modified, rescinded, or revoked, in whole or in part, since their respective dates of adoption. The resolutions, consents, and authorizations attached hereto are the only resolutions, consents, or authorizations that have been adopted by the governing bodies, partners, members, managers, officers, directors, or stockholders of HPE Fund IV, Harrowgate GP, or Merger Sub with respect to the Merger Agreement and the transactions contemplated thereby.

SECTION 4: EXHIBIT LIST

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Certificate of Limited Partnership of Harrowgate Private Equity Fund IV LP, together with all amendments thereto

Exhibit B — Certificate of Good Standing of Harrowgate Private Equity Fund IV LP, issued by the Secretary of State of the State of Delaware

Exhibit C — Amended and Restated Agreement of Limited Partnership of Harrowgate Private Equity Fund IV LP

Exhibit D — Certificate of Good Standing of Harrowgate Capital Management IV LLC, issued by the Secretary of State of the State of Delaware

Exhibit E — Written Consent of Harrowgate Capital Management IV LLC (as General Partner of HPE Fund IV) — Authorizing Resolutions

Exhibit F — Certificate of Good Standing of Harrowgate Velocity Merger Sub Inc., issued by the Secretary of State of the State of Delaware

Exhibit G — Certificate of Incorporation of Harrowgate Velocity Merger Sub Inc. (as filed February 24, 2025), together with all amendments thereto (if any)

Exhibit H — Bylaws of Harrowgate Velocity Merger Sub Inc.

Exhibit I — Written Consent Resolutions of the Sole Director of Harrowgate Velocity Merger Sub Inc.

Exhibit J — Written Consent of the Sole Stockholder (HPE Fund IV) of Harrowgate Velocity Merger Sub Inc.

[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above, in her dual capacity as (i) Managing Partner of Harrowgate Capital Management IV LLC, as sole general partner of Harrowgate Private Equity Fund IV LP, and (ii) President and Sole Director of Harrowgate Velocity Merger Sub Inc.

HARROWGATE CAPITAL MANAGEMENT IV LLC, as sole general partner of HARROWGATE PRIVATE EQUITY FUND IV LP

and

HARROWGATE VELOCITY MERGER SUB INC.

By: ________

Name: Priya Deshmukh

Title: (i) Managing Partner, Harrowgate Capital Management IV LLC (as general partner of Harrowgate Private Equity Fund IV LP); and (ii) President and Sole Director, Harrowgate Velocity Merger Sub Inc.

Date: July 22, 2025

[COUNTER-CERTIFICATION — INCUMBENCY CONFIRMATION]

The undersigned, Thomas Eriksen, in his capacity as Partner of Harrowgate Capital Management IV LLC, the sole general partner of Harrowgate Private Equity Fund IV LP, and in his capacity as Vice President and Secretary of Harrowgate Velocity Merger Sub Inc., hereby confirms and certifies that:

1. Priya Deshmukh is the duly appointed and qualified Managing Partner of Harrowgate Capital Management IV LLC, serving in its capacity as the sole general partner of Harrowgate Private Equity Fund IV LP, and has been duly authorized to execute and deliver documents, agreements, instruments, and certificates on behalf of HPE Fund IV in connection with the Merger Agreement and the transactions contemplated thereby.

2. Priya Deshmukh is the duly elected and qualified President and Sole Director of Harrowgate Velocity Merger Sub Inc., and has been duly authorized to execute and deliver documents, agreements, instruments, and certificates on behalf of Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby.

3. The signature of Priya Deshmukh set forth above on this Secretary's Certificate is her true and genuine signature.

4. Priya Deshmukh is duly authorized, and was duly authorized at all relevant times, to execute and deliver this Secretary's Certificate on behalf of each of HPE Fund IV and Merger Sub in her respective capacities described herein.

ACKNOWLEDGED AND CONFIRMED:

By: ________

Name: Thomas Eriksen

Title: (i) Partner, Harrowgate Capital Management IV LLC (as general partner of Harrowgate Private Equity Fund IV LP); and (ii) Vice President and Secretary, Harrowgate Velocity Merger Sub Inc.

Date: July 22, 2025

Name	Title	Signature
Richard Harrowgate	Founder & Chairman	_____
Priya Deshmukh	Managing Partner, Fund IV	_____
Thomas Eriksen	Partner, Head of Financial Technology	_____
Name	Title	Signature
Priya Deshmukh	President and Sole Director	_____
Thomas Eriksen	Vice President and Secretary	_____

SECRETARY'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP AND HARROWGATE VELOCITY MERGER SUB INC.
Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger, dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, Harrowgate Velocity Merger Sub Inc., a Delaware corporation, and VeloPay Systems, Inc., a Delaware corporation
July 22, 2025
The undersigned, Priya Deshmukh, in her capacity as the duly authorized Managing Partner of Harrowgate Capital Management IV LLC, a Delaware limited liability company ("Harrowgate GP"), which serves as the sole general partner of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV"), and simultaneously in her capacity as the duly authorized President and Sole Director of Harrowgate Velocity Merger Sub Inc., a Delaware corporation ("Merger Sub"), hereby certifies the following as true, correct, and complete in connection with the closing (the "Closing") of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as it may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among HPE Fund IV, Merger Sub, and VeloPay Systems, Inc., a Delaware corporation (the "Company").
The Closing is occurring on July 22, 2025 (the "Closing Date"). This Secretary's Certificate is being delivered as a closing deliverable required under Section 7.02(c) of the Merger Agreement in satisfaction of the conditions to the obligations of the Company to consummate the transactions contemplated by the Merger Agreement.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SECTION 1: CERTIFICATION REGARDING HPE FUND IV
1.1 Organization and Good Standing
HPE Fund IV is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. HPE Fund IV's Certificate of Limited Partnership was duly filed with the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "DRULPA"), and such Certificate of Limited Partnership remains in full force and effect as of the date hereof.
HPE Fund IV's principal office is located at 300 King Street, Suite 4200, Wilmington, Delaware 19801. HPE Fund IV's Employer Identification Number assigned by the Internal Revenue Service is 87-4231956.
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Limited Partnership of Harrowgate Private Equity Fund IV LP, together with all amendments thereto, as currently in effect as of the date hereof. No amendments to the Certificate of Limited Partnership have been filed or are pending with the Secretary of State of the State of Delaware other than as reflected in Exhibit A.
Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Good Standing of Harrowgate Private Equity Fund IV LP issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, confirming that HPE Fund IV is in good standing under the laws of the State of Delaware.
1.2 Limited Partnership Agreement
Attached hereto as Exhibit C is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Harrowgate Private Equity Fund IV LP (the "Limited Partnership Agreement"), as currently in effect. The Limited Partnership Agreement is the sole agreement governing the affairs of HPE Fund IV and the rights, duties, and obligations of its partners.
The Limited Partnership Agreement has not been amended, supplemented, restated, or otherwise modified since the date of the Merger Agreement, March 18, 2025. No action has been taken, and no consent has been solicited, to amend, supplement, restate, or otherwise modify the Limited Partnership Agreement since such date.
1.3 General Partner
The sole general partner of HPE Fund IV is Harrowgate Capital Management IV LLC, a Delaware limited liability company. Harrowgate GP's Employer Identification Number assigned by the Internal Revenue Service is 87-4231847. Harrowgate GP was duly formed and is validly existing and in good standing under the laws of the State of Delaware.
Pursuant to the Limited Partnership Agreement and the DRULPA, Harrowgate GP has full power, authority, and legal right to act on behalf of HPE Fund IV in all matters, including, without limitation, the power and authority to execute and deliver the Merger Agreement and all related transaction documents, instruments, agreements, and certificates, and to consummate the Merger and all other transactions contemplated by the Merger Agreement, on behalf of HPE Fund IV. No approval, consent, or authorization of any limited partner or other person is required under the Limited Partnership Agreement, the DRULPA, or any other applicable law or agreement in order for Harrowgate GP to take such actions on behalf of HPE Fund IV that has not been duly obtained.
Attached hereto as Exhibit D is a true, correct, and complete copy of the Certificate of Good Standing of Harrowgate Capital Management IV LLC issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, confirming that Harrowgate GP is in good standing under the laws of the State of Delaware.
1.4 Authorizing Resolutions — HPE Fund IV
Attached hereto as Exhibit E is a true, correct, and complete copy of the written consent of Harrowgate Capital Management IV LLC, acting in its capacity as the sole general partner of HPE Fund IV (the "GP Resolutions"), duly adopted on or prior to March 17, 2025, in accordance with the Limited Partnership Agreement and the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., authorizing, among other things:
(a) the execution, delivery, and performance by HPE Fund IV of the Merger Agreement and the consummation of the merger of Merger Sub with and into VeloPay Systems, Inc. (the "Merger"), with VeloPay Systems, Inc. surviving the Merger as the surviving corporation and a wholly-owned subsidiary of HPE Fund IV;
(b) the equity commitment of One Billion One Hundred Forty Million Dollars ($1,140,000,000) by HPE Fund IV to fund a portion of the aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000) payable in connection with the Merger, pursuant to the terms and conditions of that certain Equity Commitment Letter, dated as of February 14, 2025, by HPE Fund IV in favor of Merger Sub (the "Equity Commitment Letter");
(c) the execution, delivery, and performance by HPE Fund IV of all ancillary agreements, documents, instruments, and certificates to be entered into or delivered in connection with the Merger, including, without limitation, the Equity Commitment Letter, the Limited Guarantee dated as of March 18, 2025, the Escrow Agreement, the Stockholder Support Agreement, the Rollover Agreement, and all other documents, agreements, instruments, and certificates contemplated by or required to be delivered under the Merger Agreement; and
(d) the authorization and empowerment of designated officers, partners, and authorized representatives of Harrowgate GP (acting on behalf of HPE Fund IV) to take all actions and to execute and deliver all documents, instruments, agreements, and certificates as any such authorized person may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Merger Agreement, with such actions and the execution and delivery of such documents being conclusive evidence of the authorization thereof.
The GP Resolutions have not been amended, supplemented, modified, revoked, or rescinded since their adoption and remain in full force and effect as of the Closing Date. No other or further approval, consent, authorization, or action by any partner, member, manager, officer, or governing body of HPE Fund IV or Harrowgate GP is required to authorize the execution, delivery, and performance of the Merger Agreement, the ancillary transaction documents, or the consummation of the Merger and the other transactions contemplated by the Merger Agreement that has not been duly obtained prior to the date hereof.
1.5 Incumbency — HPE Fund IV / Harrowgate GP
The following persons are the duly appointed and qualified officers and authorized signatories of Harrowgate Capital Management IV LLC, acting in its capacity as the sole general partner of HPE Fund IV, holding the offices and positions set forth opposite their respective names below. The signatures set forth below are the true and genuine signatures of each such person, and each such person is duly authorized to execute and deliver the Merger Agreement and all ancillary agreements, documents, instruments, and certificates on behalf of HPE Fund IV:
Each of the foregoing persons held such office or position at all relevant times from the date of the Merger Agreement (March 18, 2025) through and including the Closing Date (July 22, 2025), and no changes have been made to the officers or authorized signatories of Harrowgate GP during such period.
SECTION 2: CERTIFICATION REGARDING HARROWGATE VELOCITY MERGER SUB INC.
2.1 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, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware General Corporation Law, 8 Del. C. § 101 et seq. (the "DGCL").
Merger Sub's Delaware File Number is 7291034. Merger Sub's Employer Identification Number assigned by the Internal Revenue Service is 93-1847265. Merger Sub's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801.
Merger Sub was formed solely for the purpose of effectuating the reverse triangular merger with VeloPay Systems, Inc. as contemplated by the Merger Agreement. Since the date of its incorporation, Merger Sub has not conducted any business, engaged in any operations, incurred any liabilities or obligations, or entered into any agreements or arrangements, other than those incidental to its formation, the maintenance of its corporate existence, and the execution, delivery, and performance of the Merger Agreement and the ancillary transaction documents, and the consummation of the transactions contemplated thereby.
Attached hereto as Exhibit F is a true, correct, and complete copy of the Certificate of Good Standing of Harrowgate Velocity Merger Sub Inc. issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, confirming that Merger Sub is in good standing under the laws of the State of Delaware.
2.2 Certificate of Incorporation
Attached hereto as Exhibit G is a true, correct, and complete copy of the Certificate of Incorporation of Harrowgate Velocity Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on February 24, 2025, together with all amendments thereto (if any), as currently in effect. The Certificate of Incorporation constitutes the complete and entire charter document of Merger Sub.
The Certificate of Incorporation has not been amended, supplemented, restated, or otherwise modified since its initial filing on February 24, 2025. No action has been taken, and no resolution has been adopted, to amend, supplement, restate, or otherwise modify the Certificate of Incorporation, other than any amendment that may occur by operation of law as a result of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the consummation of the Merger.
2.3 Bylaws.  Attached hereto as Exhibit H is a true, correct, and complete copy of the Bylaws of Harrowgate Velocity Merger Sub Inc. (the "Bylaws"), as adopted upon incorporation by the sole incorporator and currently in effect. The Bylaws constitute the complete and entire bylaws of Merger Sub.
The Bylaws have not been amended, supplemented, restated, or otherwise modified since their adoption on February 24, 2025. No action has been taken, and no resolution has been adopted, to amend, supplement, restate, or otherwise modify the Bylaws.
2.4 Sole Stockholder
The sole stockholder of Merger Sub is Harrowgate Private Equity Fund IV LP. All of the issued and outstanding shares of capital stock of Merger Sub, consisting of one hundred (100) shares of common stock, par value $0.01 per share, are owned, both beneficially and of record, by HPE Fund IV. No other shares of capital stock of Merger Sub are issued and outstanding, and no person or entity other than HPE Fund IV holds any equity interest, option, warrant, or other right to acquire any equity interest in Merger Sub.
2.5 Authorizing Resolutions — Merger Sub Board of Directors
Attached hereto as Exhibit I is a true, correct, and complete copy of the written consent resolutions of the sole director of Harrowgate Velocity Merger Sub Inc. (the "Board Resolutions"), duly adopted in lieu of a meeting in accordance with Section 141(f) of the DGCL and the Bylaws, authorizing, among other things:
(a) the execution, delivery, and performance by Merger Sub of the Merger Agreement and all obligations of Merger Sub arising thereunder;
(b) the merger of Merger Sub with and into VeloPay Systems, Inc., with VeloPay Systems, Inc. continuing as the surviving corporation and becoming a wholly-owned subsidiary of HPE Fund IV, pursuant to Section 251 of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement;
(c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, in such form as required by Section 251(c) of the DGCL, and the payment of all applicable filing fees in connection therewith;
(d) the execution, delivery, and performance by Merger Sub of all ancillary agreements, certificates, instruments, and documents required or contemplated to be executed, delivered, or performed by Merger Sub in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and
(e) the authorization and empowerment of designated officers of Merger Sub to take all actions, and to execute and deliver all documents, agreements, certificates, and instruments, as any such officer may deem necessary, appropriate, or desirable to consummate the Merger and the other transactions contemplated by the Merger Agreement, with such actions and the execution and delivery of such documents being conclusive evidence of the authorization thereof.
The Board Resolutions have not been amended, supplemented, modified, revoked, or rescinded since their adoption and remain in full force and effect as of the Closing Date. No other or further action, approval, or consent of the board of directors of Merger Sub is required in connection with the Merger Agreement or the transactions contemplated thereby.
2.6 Authorizing Resolutions — Merger Sub Sole Stockholder Consent
Attached hereto as Exhibit J is a true, correct, and complete copy of the written consent of HPE Fund IV, acting as the sole stockholder of Merger Sub (the "Stockholder Consent"), duly adopted in accordance with Section 228 of the DGCL and the Bylaws, approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. The Stockholder Consent constitutes the approval and adoption of the Merger Agreement by the requisite vote of the stockholders of Merger Sub required under the DGCL, the Certificate of Incorporation, and the Bylaws.
The Stockholder Consent has not been amended, supplemented, modified, revoked, or rescinded since its adoption and remains in full force and effect as of the Closing Date.
2.7 Incumbency — Merger Sub
The following persons are the duly elected and qualified officers and sole director of Harrowgate Velocity Merger Sub Inc., holding the offices set forth opposite their respective names below. The signatures set forth below are the true and genuine signatures of each such person, and each such person is duly authorized to execute and deliver documents, agreements, instruments, and certificates on behalf of Merger Sub:
Each of the foregoing persons has held such office continuously from the date of Merger Sub's incorporation (February 24, 2025) through and including the Closing Date (July 22, 2025). No other persons serve as officers or directors of Merger Sub, and no changes have been made to the officers or directors of Merger Sub during such period.
SECTION 3: GENERAL CERTIFICATIONS
3.1 No Dissolution or Bankruptcy
Neither HPE Fund IV nor Merger Sub has taken any action looking to, or contemplating, its dissolution, liquidation, winding-up, or termination, whether voluntary or involuntary, and no proceedings, resolutions, or consents for any such purpose have been authorized, adopted, instituted, or, to the knowledge of the undersigned, threatened against HPE Fund IV or Merger Sub.
Neither HPE Fund IV nor Merger Sub is the subject of any pending or, to the knowledge of the undersigned, threatened bankruptcy, insolvency, receivership, conservatorship, assignment for the benefit of creditors, or similar proceedings under any applicable federal, state, or foreign law. Neither HPE Fund IV nor Merger Sub has made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy, suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, suffered the attachment or other judicial seizure of all, or substantially all, of its assets, or admitted in writing its inability to pay its debts as they come due.
3.2 No Conflict
The execution, delivery, and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby by HPE Fund IV and Merger Sub do not and will not: (a) violate, conflict with, result in a breach of, constitute a default under, or contravene any provision of the Certificate of Limited Partnership or the Limited Partnership Agreement of HPE Fund IV, the Certificate of Formation or Operating Agreement of Harrowgate GP, or the Certificate of Incorporation or the Bylaws of Merger Sub; or (b) violate, conflict with, or result in a breach of any resolution, consent, or authorization heretofore adopted or approved by any governing body, partner, member, manager, officer, director, or stockholder of HPE Fund IV, Harrowgate GP, or Merger Sub.
3.3 No Amendment to Organizational Documents
Since March 18, 2025 (the date of the Merger Agreement), none of the organizational documents of HPE Fund IV (including its Certificate of Limited Partnership and Limited Partnership Agreement), Harrowgate GP (including its Certificate of Formation and Operating Agreement), or Merger Sub (including its Certificate of Incorporation and Bylaws) has been amended, supplemented, restated, or otherwise modified, except as expressly contemplated by the Merger Agreement. No action is pending or contemplated to effect any such amendment, supplement, restatement, or modification.
3.4 Full Force and Effect
All resolutions, consents, and authorizations referenced in this certificate and attached as exhibits hereto, including the GP Resolutions (Exhibit E), the Board Resolutions (Exhibit I), and the Stockholder Consent (Exhibit J), remain in full force and effect as of the Closing Date. None of such resolutions, consents, or authorizations has been amended, supplemented, modified, rescinded, or revoked, in whole or in part, since their respective dates of adoption. The resolutions, consents, and authorizations attached hereto are the only resolutions, consents, or authorizations that have been adopted by the governing bodies, partners, members, managers, officers, directors, or stockholders of HPE Fund IV, Harrowgate GP, or Merger Sub with respect to the Merger Agreement and the transactions contemplated thereby.
SECTION 4: EXHIBIT LIST
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Limited Partnership of Harrowgate Private Equity Fund IV LP, together with all amendments thereto
Exhibit B — Certificate of Good Standing of Harrowgate Private Equity Fund IV LP, issued by the Secretary of State of the State of Delaware
Exhibit C — Amended and Restated Agreement of Limited Partnership of Harrowgate Private Equity Fund IV LP
Exhibit D — Certificate of Good Standing of Harrowgate Capital Management IV LLC, issued by the Secretary of State of the State of Delaware
Exhibit E — Written Consent of Harrowgate Capital Management IV LLC (as General Partner of HPE Fund IV) — Authorizing Resolutions
Exhibit F — Certificate of Good Standing of Harrowgate Velocity Merger Sub Inc., issued by the Secretary of State of the State of Delaware
Exhibit G — Certificate of Incorporation of Harrowgate Velocity Merger Sub Inc. (as filed February 24, 2025), together with all amendments thereto (if any)
Exhibit H — Bylaws of Harrowgate Velocity Merger Sub Inc.
Exhibit I — Written Consent Resolutions of the Sole Director of Harrowgate Velocity Merger Sub Inc.
Exhibit J — Written Consent of the Sole Stockholder (HPE Fund IV) of Harrowgate Velocity Merger Sub Inc.
[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above, in her dual capacity as (i) Managing Partner of Harrowgate Capital Management IV LLC, as sole general partner of Harrowgate Private Equity Fund IV LP, and (ii) President and Sole Director of Harrowgate Velocity Merger Sub Inc.
HARROWGATE CAPITAL MANAGEMENT IV LLC, as sole general partner of HARROWGATE PRIVATE EQUITY FUND IV LP
and
HARROWGATE VELOCITY MERGER SUB INC.
By: ________
Name: Priya Deshmukh
Title: (i) Managing Partner, Harrowgate Capital Management IV LLC (as general partner of Harrowgate Private Equity Fund IV LP); and (ii) President and Sole Director, Harrowgate Velocity Merger Sub Inc.
Date: July 22, 2025
[COUNTER-CERTIFICATION — INCUMBENCY CONFIRMATION]
The undersigned, Thomas Eriksen, in his capacity as Partner of Harrowgate Capital Management IV LLC, the sole general partner of Harrowgate Private Equity Fund IV LP, and in his capacity as Vice President and Secretary of Harrowgate Velocity Merger Sub Inc., hereby confirms and certifies that:
1.  Priya Deshmukh is the duly appointed and qualified Managing Partner of Harrowgate Capital Management IV LLC, serving in its capacity as the sole general partner of Harrowgate Private Equity Fund IV LP, and has been duly authorized to execute and deliver documents, agreements, instruments, and certificates on behalf of HPE Fund IV in connection with the Merger Agreement and the transactions contemplated thereby.
2.  Priya Deshmukh is the duly elected and qualified President and Sole Director of Harrowgate Velocity Merger Sub Inc., and has been duly authorized to execute and deliver documents, agreements, instruments, and certificates on behalf of Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby.
3.  The signature of Priya Deshmukh set forth above on this Secretary's Certificate is her true and genuine signature.
4.  Priya Deshmukh is duly authorized, and was duly authorized at all relevant times, to execute and deliver this Secretary's Certificate on behalf of each of HPE Fund IV and Merger Sub in her respective capacities described herein.
ACKNOWLEDGED AND CONFIRMED:
By: ________
Name: Thomas Eriksen
Title: (i) Partner, Harrowgate Capital Management IV LLC (as general partner of Harrowgate Private Equity Fund IV LP); and (ii) Vice President and Secretary, Harrowgate Velocity Merger Sub Inc.
Date: July 22, 2025
Name | Title | Signature
Richard Harrowgate | Founder & Chairman | _____
Priya Deshmukh | Managing Partner, Fund IV | _____
Thomas Eriksen | Partner, Head of Financial Technology | _____
Name | Title | Signature
Priya Deshmukh | President and Sole Director | _____
Thomas Eriksen | Vice President and Secretary | _____

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

SECTION 1: CERTIFICATION REGARDING HPE FUND IV

SECTION 2: CERTIFICATION REGARDING HARROWGATE VELOCITY MERGER SUB INC.

SECTION 3: GENERAL CERTIFICATIONS

SECTION 4: EXHIBIT LIST

HARROWGATE VELOCITY MERGER SUB INC.

ACKNOWLEDGED AND CONFIRMED:

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