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

secretarys-certificate-velopay.docx DOCUMENT M&A / Corporate

17 / 78 ← → ✕

SECRETARY'S CERTIFICATE OF VELOPAY SYSTEMS, INC.

Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger, dated as of March 18, 2025

July 22, 2025

The undersigned, Danielle Moreau, hereby certifies that she is the duly appointed, qualified, and acting Secretary and General Counsel of VeloPay Systems, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, Employer Identification Number 82-3019478, and Delaware Secretary of State File Number 5748392. The undersigned has held the position of Secretary and General Counsel of the Company continuously since January 8, 2021, and in such capacity has custody of, access to, and familiarity with the corporate books and records of the Company, including its Certificate of Incorporation, Bylaws, minute books, stock ledger, and all resolutions duly adopted by its Board of Directors and stockholders.

The undersigned delivers this Secretary's Certificate in her capacity as Secretary of the Company pursuant to Section 7.02(c) of the 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"), among (i) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), (ii) Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and (iii) the Company. The Merger Agreement provides for a reverse triangular merger pursuant to Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). The aggregate merger consideration payable in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), representing Twenty Dollars ($20.00) per share of Common Stock on a fully diluted, as-converted basis.

Capitalized terms used but not otherwise defined in this Secretary's Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.

The undersigned hereby certifies to Parent and Merger Sub, in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement, as follows:

SECTION 1. INCUMBENCY OF OFFICERS

The undersigned hereby certifies that, as of the date hereof, the following persons hold the respective offices of the Company set forth opposite their names below. Each such officer has been duly elected or appointed to his or her respective office by the Board of Directors of the Company in accordance with the Company's Certificate of Incorporation and Bylaws, and each such officer is authorized to execute and deliver documents and instruments on behalf of the Company in connection with the Merger and the transactions contemplated by the Merger Agreement. The specimen signatures set forth opposite the name of each officer are the genuine signatures of such officer.

Officer Incumbency

The undersigned further certifies that each of the officers named in the table above was duly serving in such capacity on March 18, 2025, the date on which the Merger Agreement was executed and delivered by the parties thereto, and has continued to serve in such capacity without interruption through the date hereof, July 22, 2025. No officer named above has resigned, been removed, or otherwise ceased to serve in any such capacity during such period.

The undersigned further certifies that each of the officers named above is duly authorized to execute, deliver, and perform, on behalf of the Company, any and all agreements, certificates, instruments, and other documents required to be executed and delivered by the Company in connection with the Merger Agreement and the transactions contemplated thereby, including, without limitation: (i) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; (ii) the Officer's Certificate to be delivered by Nathan Aldridge, as Chief Executive Officer, pursuant to Section 7.02(a) of the Merger Agreement; (iii) the Solvency Certificate to be delivered by Marcus Langford, as Chief Financial Officer, pursuant to Section 7.02(e) of the Merger Agreement; (iv) the Escrow Agreement with Garrison Trust Company, as escrow agent; (v) the Paying Agent Agreement with Keystone Pacific Transfer Services Inc., as paying agent; (vi) payoff letters and related instruments with respect to the Company's existing credit facility; and (vii) all other closing deliverables contemplated by Article VII of the Merger Agreement.

SECTION 2. INCUMBENCY OF THE BOARD OF DIRECTORS

The undersigned hereby certifies that, as of the date hereof, the following persons constitute the entire Board of Directors of the Company (the "Board"), each having been duly elected to serve as a director in accordance with the Company's Certificate of Incorporation and Bylaws and the applicable provisions of the DGCL:

Board of Directors

The Board consists of six (6) members, which number is consistent with the authorized number of directors fixed by or pursuant to the Company's Bylaws. The undersigned further certifies that each of the persons identified above was duly serving as a member of the Board on March 17, 2025, the date on which the Board adopted the resolutions approving the Merger Agreement and the transactions contemplated thereby, as described in Section 5 below, and each such person has continued to serve as a member of the Board without interruption through the date hereof. No vacancies exist on the Board as of the date hereof. The Board is properly constituted, and no proceedings are pending or, to the undersigned's knowledge, threatened to remove any director or to challenge the validity of any director's election or appointment.

SECTION 3. ORGANIZATIONAL DOCUMENTS

(a) Certificate of Incorporation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of VeloPay Systems, Inc., as currently in effect, including all certificates of amendment, certificates of designation, and other instruments amending, supplementing, or otherwise modifying the Certificate of Incorporation, as filed with and certified by the Secretary of State of the State of Delaware (collectively, the "Charter"). The Charter has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment set forth therein, and no proceedings for any such amendment, restatement, or modification are pending or, to the undersigned's knowledge, contemplated, except as will occur at the Effective Time of the Merger by the filing of the Amended and Restated Certificate of Incorporation of the Surviving Corporation in the form attached as Exhibit A to the Merger Agreement. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and possesses all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of VeloPay Systems, Inc., as currently in effect (the "Bylaws"). The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the last amendment set forth therein, and no proceedings for any such amendment, restatement, or modification are pending or, to the undersigned's knowledge, contemplated, except that the Bylaws will be amended and restated in their entirety at the Effective Time of the Merger as provided in Section 2.05 of the Merger Agreement. The Bylaws are in full force and effect as of the date hereof.

SECTION 4. GOOD STANDING

The undersigned hereby certifies that the Company is in good standing under the laws of the State of Delaware as of the date hereof. Attached hereto as Exhibit C is a certificate of good standing (certificate of existence) of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, dated no more than five (5) business days prior to the closing date of the Merger. The Company has paid all franchise taxes due and owing to the State of Delaware through the date hereof and has made all filings required under Delaware law to maintain its good standing.

The undersigned further certifies that the Company has not filed, and no proceedings have been commenced by the Company or, to the undersigned's knowledge, by any third party to file, any certificate of dissolution, certificate of merger (other than the Certificate of Merger to be filed in connection with the Merger), or similar instrument with the Secretary of State of the State of Delaware, and no such filing or proceeding is pending or, to the undersigned's knowledge, threatened.

SECTION 5. RESOLUTIONS OF THE BOARD OF DIRECTORS

The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board held on March 17, 2025 (the "Board Meeting"). Due and proper notice of the Board Meeting was given to all directors in accordance with the Company's Bylaws. At the Board Meeting, a quorum of the Board was present and acting throughout the entirety of the meeting, and the Board Resolutions were adopted by the unanimous vote of all directors present, with no director dissenting or abstaining. The Board Resolutions were duly recorded in the minute books of the Company and have not been rescinded, amended, revoked, supplemented, or otherwise modified in any respect and remain in full force and effect as of the date hereof.

Without limiting the generality of the foregoing, the Board Resolutions provide for or authorize the following actions, among others:

(i) Approval of the Merger Agreement. The Board resolved to approve the Agreement and Plan of Merger among Parent, Merger Sub, and the Company, in substantially the form presented to and reviewed by the Board at the Board Meeting, together with all exhibits, schedules, and disclosure schedules thereto.

(ii) Declaration of Advisability; Recommendation. The Board resolved to declare that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Merger.

(iii) Approval of the Merger. The Board resolved to approve the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to Section 251 of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement, at an aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000.00), representing Twenty Dollars ($20.00) per share of Common Stock on a fully diluted, as-converted basis.

(iv) Authorization of Officers. The Board resolved to authorize and direct the officers of the Company, including Nathan Aldridge, Chief Executive Officer, Marcus Langford, Chief Financial Officer, and Danielle Moreau, General Counsel and Secretary, or any of them acting singly, to execute and deliver the Merger Agreement and all ancillary agreements, certificates, instruments, and other documents contemplated thereby or reasonably required in connection therewith, including, without limitation: (A) the Escrow Agreement with Garrison Trust Company, as escrow agent; (B) the Paying Agent Agreement with Keystone Pacific Transfer Services Inc., as paying agent; (C) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; (D) the Officer's Certificate required by Section 7.02(a) of the Merger Agreement; (E) the Solvency Certificate required by Section 7.02(e) of the Merger Agreement; and (F) all other closing deliverables and related documents.

(v) Treatment of Equity Awards. The Board resolved to approve the treatment of the Company's outstanding equity awards in connection with the Merger, as follows:

(A) Vested Stock Options. All vested and exercisable stock options to purchase shares of Common Stock of the Company outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such vested option and (y) the excess, if any, of the Per Share Merger Consideration of $20.00 over the per share exercise price of such option, without interest and less applicable withholding taxes.

(B) Unvested Stock Options. With respect to unvested stock options outstanding immediately prior to the Effective Time: (1) fifty percent (50%) of such unvested options shall be accelerated and become fully vested and exercisable immediately prior to the Effective Time and shall be cancelled and converted into the right to receive a cash payment calculated in the same manner as vested options described in clause (A) above; and (2) the remaining fifty percent (50%) of such unvested options shall be converted into replacement awards in respect of common units of Parent (or a designated subsidiary thereof) with equivalent economic value, vesting ratably over a period of twenty-four (24) months following the Closing Date, subject to continued service.

(C) Restricted Stock Units. All unvested restricted stock units ("RSUs") outstanding immediately prior to the Effective Time shall be accelerated and become fully vested immediately prior to the Effective Time and shall be cancelled and converted into the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such RSU and (y) Twenty Dollars ($20.00) per share, without interest and less applicable withholding taxes.

(D) Warrants. All outstanding warrants to purchase shares of Common Stock of the Company shall be cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such warrant and (y) the excess of the Per Share Merger Consideration of $20.00 over the per share exercise price of such warrant of $8.50, yielding $11.50 per warrant. The aggregate warrant consideration payable in connection with 1,800,000 warrants outstanding is Twenty Million Seven Hundred Thousand Dollars ($20,700,000.00), without interest and less applicable withholding taxes.

(vi) Indemnification Escrow. The Board resolved to approve the establishment of an indemnification escrow fund in the amount of One Hundred Thirty-Three Million Dollars ($133,000,000.00), representing approximately seven percent (7%) of the aggregate merger consideration, to be deposited with Garrison Trust Company, as escrow agent, at the Closing. The escrow fund shall be subject to the following release provisions: (A) Sixty-Six Million Five Hundred Thousand Dollars ($66,500,000.00) shall be released to the former stockholders of the Company on the twelve (12)-month anniversary of the Closing Date (the "First Release Date"), less the aggregate amount of any then-pending and unresolved indemnification claims; and (B) the balance of the escrow fund shall be released on the eighteen (18)-month anniversary of the Closing Date (the "Final Release Date"), less the aggregate amount of any then-pending and unresolved indemnification claims. The survival period for indemnification claims under the Merger Agreement shall be eighteen (18) months, expiring on January 22, 2027. The aggregate indemnification cap under the Merger Agreement shall be Two Hundred Twenty-Eight Million Dollars ($228,000,000.00), representing approximately twelve percent (12%) of the aggregate merger consideration.

(vii) Company Termination Fee. The Board resolved to approve the Company termination fee in the amount of Seventy-Six Million Dollars ($76,000,000.00), representing approximately four percent (4%) of the aggregate merger consideration, payable by the Company to Parent under the circumstances specified in Section 8.03 of the Merger Agreement.

(viii) No-Shop Provision. The Board resolved to approve the non-solicitation and no-shop covenant set forth in Section 6.04 of the Merger Agreement, subject to customary fiduciary-out exceptions permitting the Board to consider and respond to unsolicited Superior Proposals, and a five (5)-business-day match right in favor of Parent prior to any termination by the Company to accept a Superior Proposal or effect a Change of Board Recommendation.

(ix) Regulatory Approvals. The Board resolved to authorize the Company to take all actions necessary or advisable to obtain all requisite regulatory approvals in connection with the Merger, including, without limitation: (A) filing of the pre-merger notification required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (B) submission of change-of-control notifications and applications for approvals with state money transmitter regulators across thirty-one (31) states in which the Company or its subsidiaries hold money transmitter licenses; and (C) filing of the notification required under the Investment Canada Act in connection with the indirect acquisition of VeloPay Canada Inc.

(x) Non-Competition and Non-Solicitation Agreements. The Board resolved to approve the Non-Competition and Non-Solicitation Agreements to be entered into by and between Parent and each of Nathan Aldridge and Sonia Reyes-Watkins, each with a restrictive period of three (3) years following the Closing Date.

(xi) Rollover Agreements. The Board resolved to approve the Rollover Agreement pursuant to which Nathan Aldridge will contribute equity consideration with a value of Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00), and Sonia Reyes-Watkins will contribute equity consideration with a value of Nine Million Seven Hundred Thousand Dollars ($9,700,000.00), in each case into Harrowgate Velocity Co-Invest LP, a co-investment vehicle affiliated with Parent, in lieu of receiving a corresponding portion of the cash merger consideration otherwise payable to such persons.

(xii) Stockholder Support Agreement and Solicitation of Written Consent. The Board resolved to approve the form of Stockholder Support Agreement and to authorize the solicitation of a written consent from stockholders of the Company holding a majority of the outstanding shares of Common Stock for the purpose of adopting and approving the Merger Agreement and the Merger.

(xiii) Appointment of Stockholder Representative. The Board resolved to authorize the appointment of Nathan Aldridge as the Stockholder Representative for purposes of post-closing indemnification claims and escrow administration under the Merger Agreement and the Escrow Agreement.

(xiv) D&O Tail Policy. The Board resolved to approve the procurement of a directors' and officers' liability insurance tail policy with Continental Shield Insurance Company (the "D&O Tail Policy"), providing coverage for a period of six (6) years following the Effective Time, at an aggregate premium cost of Two Million One Hundred Fifty Thousand Dollars ($2,150,000.00), brokered through Greystone Risk Advisors LLC, as required by Section 6.07 of the Merger Agreement.

(xv) Payoff of Existing Credit Facility. The Board resolved to approve the payoff and termination, at the Closing, of the Company's existing senior secured revolving credit facility with Meridian Commercial Credit Corp. in the outstanding principal amount of One Hundred Twelve Million Dollars ($112,000,000.00), at an estimated total payoff amount of approximately One Hundred Thirteen Million Two Hundred Thirty Thousand Dollars ($113,230,000.00), inclusive of accrued and unpaid interest through the anticipated Closing Date, and to authorize the execution and delivery of all payoff letters, lien releases, UCC-3 termination statements, and related instruments in connection therewith.

(xvi) Cooperation with Parent's Financing. The Board resolved to authorize the Company to cooperate with Parent in connection with the arrangement of Parent's debt financing for the Merger, including the senior secured credit facilities to be provided by Tralvendo National Bank (consisting of a Five Hundred Million Dollar ($500,000,000.00) term loan facility) and Prairie State Bank, N.A. (consisting of a Two Hundred Sixty Million Dollar ($260,000,000.00) revolving credit facility), and to provide access to information, management presentations, and such other cooperation as may be reasonably requested by Parent in accordance with Section 6.14 of the Merger Agreement.

(xvii) Fairness Opinion. The Board resolved to confirm and acknowledge that the Company's financial advisor, Velthryn Greer & Associates, acting through Patricia Navarro, Lead Managing Director, has delivered to the Board its written opinion, dated March 17, 2025, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications, and limitations set forth therein, the Per Share Merger Consideration of $20.00 per share to be received by the holders of Common Stock in the Merger is fair, from a financial point of view, to such holders.

(xviii) Continuing Force and Effect. The Board resolved that the foregoing resolutions have not been and shall not be deemed rescinded, amended, revoked, supplemented, or otherwise modified and shall remain in full force and effect unless and until specifically rescinded or modified by subsequent action of the Board.

The undersigned further certifies that the Board Resolutions set forth in Exhibit D hereto are complete and accurate in all respects and that no other resolutions have been adopted by the Board of Directors of the Company relating to or affecting the Merger Agreement or the transactions contemplated thereby, other than as set forth therein.

SECTION 6. STOCKHOLDER APPROVAL — ACTION BY WRITTEN CONSENT

The undersigned hereby certifies that attached hereto as Exhibit E is a true, correct, and complete copy of the Action by Written Consent of the Stockholders of VeloPay Systems, Inc. (the "Written Consent"), dated March 18, 2025, executed in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL.

The Written Consent was executed by the following stockholders of the Company, who, as of the record date for such Written Consent, collectively held the following approximate percentages of the outstanding shares of Common Stock of the Company:

The Written Consent resolves to adopt and approve the Agreement and Plan of Merger, dated as of March 18, 2025, among Parent, Merger Sub, and the Company, and the Merger and all other transactions contemplated thereby.

The undersigned hereby certifies that the Written Consent constitutes the valid approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock of the Company, which is the only class of capital stock of the Company entitled to vote on the adoption of the Merger Agreement. The DGCL and the Company's Certificate of Incorporation require the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Common Stock for the adoption of the Merger Agreement, and the stockholders executing the Written Consent held approximately 63.1% of the outstanding shares of Common Stock as of the date of execution, which exceeds the required majority threshold.

The undersigned further certifies that, in accordance with Section 228(e) of the DGCL, an Information Statement was prepared and mailed to all non-consenting stockholders of the Company on April 14, 2025, providing prompt notice of the taking of the corporate action by written consent without a meeting. The Information Statement set forth the material terms of the Merger Agreement and the Merger and complied in all material respects with the requirements of Section 228(e) of the DGCL and Rule 14c-2 under the Securities Exchange Act of 1934, as amended. All applicable waiting periods following the mailing of the Information Statement have expired as of the date hereof.

The undersigned further certifies that the Written Consent has not been revoked, rescinded, amended, supplemented, or otherwise modified in any respect and remains in full force and effect as of the date hereof.

SECTION 7. NO AMENDMENTS OR MODIFICATIONS

The undersigned hereby certifies that none of the Board Resolutions described in Section 5 above or the Action by Written Consent of the Stockholders described in Section 6 above have been rescinded, amended, revoked, supplemented, or otherwise modified in any respect, and all such resolutions and consents are in full force and effect as of the date hereof. No proceedings have been taken, are pending, or, to the undersigned's knowledge, are threatened that are inconsistent with the Merger, the Merger Agreement, or any of the other transactions contemplated thereby. No action or proceeding has been instituted or, to the undersigned's knowledge, threatened by any person or entity seeking to restrain, prohibit, or otherwise challenge the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

SECTION 8. CAPITALIZATION CONFIRMATION

The undersigned hereby certifies that, as of the Closing Date, the capitalization of the Company is as set forth below, which is consistent with and does not differ from the representations and warranties set forth in Section 4.03 of the Merger Agreement and the Disclosure Schedules delivered in connection therewith:

The undersigned further certifies that, other than as set forth in the table above and in the Disclosure Schedules to the Merger Agreement, no other equity securities, stock options, warrants, restricted stock units, restricted stock awards, stock appreciation rights, phantom equity, convertible instruments, or other rights, agreements, arrangements, or commitments of any character obligating the Company to issue, deliver, sell, repurchase, or redeem, or cause to be issued, delivered, sold, repurchased, or redeemed, any shares of capital stock or other equity interests of the Company, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, or other equity award, are authorized, issued, reserved for issuance, or outstanding.

SECTION 9. SUBSIDIARIES

The undersigned hereby certifies that, as of the date hereof, the Company's subsidiaries are as follows:

The undersigned further certifies that, other than as set forth in the table above and as disclosed in the Disclosure Schedules to the Merger Agreement, the Company does not own, directly or indirectly, any equity interest, membership interest, partnership interest, joint venture interest, or other ownership interest in any other corporation, limited liability company, partnership, joint venture, trust, or other entity.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July 22, 2025, and certifies that the facts set forth herein are true and correct in all respects as of the date hereof.

VELOPAY SYSTEMS, INC.

By: ________

Name: Danielle Moreau

Title: Secretary and General Counsel

Date: July 22, 2025

This Secretary's Certificate is 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, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc. This certificate and the certifications contained herein may be relied upon by Parent, Merger Sub, and their respective directors, officers, members, partners, advisors, agents, representatives, and financing sources, including Tralvendo National Bank and Prairie State Bank, N.A., and their respective counsel, in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement.

EXHIBIT INDEX

EXHIBIT A

CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC.

(as currently in effect, with all amendments thereto)

True, correct, and complete copy certified by the Secretary of State of the State of Delaware

[Exhibit A — The Certificate of Incorporation of VeloPay Systems, Inc., as filed with and certified by the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and other instruments amending or supplementing the same, is attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of the Certificate of Incorporation as currently in effect.]

EXHIBIT B

BYLAWS OF VELOPAY SYSTEMS, INC.

(as currently in effect, with all amendments thereto)

[Exhibit B — The Bylaws of VeloPay Systems, Inc., as currently in effect, together with all amendments thereto, are attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of the Bylaws as currently in effect.]

EXHIBIT C

CERTIFICATE OF GOOD STANDING (CERTIFICATE OF EXISTENCE)

OF VELOPAY SYSTEMS, INC.

Issued by the Secretary of State of the State of Delaware

Dated within five (5) business days of July 22, 2025

[Exhibit C — The Certificate of Good Standing (Certificate of Existence) of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, bearing a date no more than five (5) business days prior to July 22, 2025, is attached hereto and incorporated herein by reference.]

EXHIBIT D

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF VELOPAY SYSTEMS, INC.

Adopted at a meeting duly called and held on March 17, 2025

[Exhibit D — The full text of the resolutions duly adopted by the Board of Directors of VeloPay Systems, Inc. at a meeting duly called and held on March 17, 2025, as described in Section 5 of this Secretary's Certificate, is attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of such resolutions as recorded in the minute books of the Company.]

EXHIBIT E

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS

OF VELOPAY SYSTEMS, INC.

Dated March 18, 2025

Executed in Lieu of a Meeting Pursuant to Section 228 of the Delaware General Corporation Law

[Exhibit E — The full text of the Action by Written Consent of the Stockholders of VeloPay Systems, Inc., dated March 18, 2025, as described in Section 6 of this Secretary's Certificate, is attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of such written consent, including all signature pages thereto.]

Name	Title	Specimen Signature
Nathan Aldridge	Chief Executive Officer & Co-Founder; Chairman of the Board	_____
Sonia Reyes-Watkins	Chief Technology Officer & Co-Founder	_____
Marcus Langford	Chief Financial Officer	_____
Danielle Moreau	General Counsel & Secretary	_____
Name	Position	Status / Affiliation
Nathan Aldridge	Chairman of the Board; Director	Chief Executive Officer & Co-Founder; holder of approximately 14.2% of the outstanding shares of Common Stock
Sonia Reyes-Watkins	Director	Chief Technology Officer & Co-Founder; holder of approximately 9.7% of the outstanding shares of Common Stock
Janet Gould	Director	Independent Director
Kwame Asante	Director	Designated representative of Ridgeline Ventures Fund III LP
Catherine Lindström	Director	Designated representative of Apex Growth Partners II LP
Philip Rosenthal	Director	Independent Director
Stockholder	Approximate Ownership (%)
Ridgeline Ventures Fund III LP	22.4%
Apex Growth Partners II LP	16.8%
Nathan Aldridge	14.2%
Sonia Reyes-Watkins	9.7%
Total	approximately 63.1%
Equity Security	Number of Shares / Units	Additional Detail
Common Stock, $0.001 par value per share, outstanding	82,400,000 shares	Authorized: 150,000,000 shares
Stock Options outstanding (under the 2018 Equity Incentive Plan and the 2021 Equity Incentive Plan)	7,600,000 shares	Weighted average exercise price: $12.84 per share
Restricted Stock Units outstanding (under the 2018 Equity Incentive Plan and the 2021 Equity Incentive Plan)	3,200,000 shares	—
Warrants outstanding	1,800,000 shares	Exercise price: $8.50 per share
Fully Diluted Shares	95,000,000 shares	—
Subsidiary	Jurisdiction of Organization	Ownership	Notes

VeloPay Processing LLC	Delaware	100% owned by the Company	Limited liability company
VeloPay Canada Inc.	Province of Ontario, Canada	100% owned by the Company	Corporation organized under the Ontario Business Corporations Act
VeloPay Europe, Unipessoal Lda.	Portugal	100% owned by the Company	Sociedade unipessoal por quotas de responsabilidade limitada
VeloPay Fraud intelligence Inc.	Delaware	100% owned by the Company	Corporation
PayStream Gateway LLC	Delaware	100% owned by the Company	Limited liability company; acquired by the Company in 2021
Exhibit	Description
Exhibit A	Certificate of Incorporation of VeloPay Systems, Inc. (as currently in effect, with all amendments), as certified by the Secretary of State of the State of Delaware
Exhibit B	Bylaws of VeloPay Systems, Inc. (as currently in effect, with all amendments)
Exhibit C	Certificate of Good Standing (Certificate of Existence) of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of July 22, 2025
Exhibit D	Resolutions of the Board of Directors of VeloPay Systems, Inc. adopted March 17, 2025
Exhibit E	Action by Written Consent of the Stockholders of VeloPay Systems, Inc. dated March 18, 2025

SECRETARY'S CERTIFICATE OF VELOPAY SYSTEMS, INC.
Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger, dated as of March 18, 2025
July 22, 2025
The undersigned, Danielle Moreau, hereby certifies that she is the duly appointed, qualified, and acting Secretary and General Counsel of VeloPay Systems, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, Employer Identification Number 82-3019478, and Delaware Secretary of State File Number 5748392. The undersigned has held the position of Secretary and General Counsel of the Company continuously since January 8, 2021, and in such capacity has custody of, access to, and familiarity with the corporate books and records of the Company, including its Certificate of Incorporation, Bylaws, minute books, stock ledger, and all resolutions duly adopted by its Board of Directors and stockholders.
The undersigned delivers this Secretary's Certificate in her capacity as Secretary of the Company pursuant to Section 7.02(c) of the 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"), among (i) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), (ii) Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and (iii) the Company. The Merger Agreement provides for a reverse triangular merger pursuant to Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). The aggregate merger consideration payable in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), representing Twenty Dollars ($20.00) per share of Common Stock on a fully diluted, as-converted basis.
Capitalized terms used but not otherwise defined in this Secretary's Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.
The undersigned hereby certifies to Parent and Merger Sub, in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement, as follows:
SECTION 1. INCUMBENCY OF OFFICERS
The undersigned hereby certifies that, as of the date hereof, the following persons hold the respective offices of the Company set forth opposite their names below. Each such officer has been duly elected or appointed to his or her respective office by the Board of Directors of the Company in accordance with the Company's Certificate of Incorporation and Bylaws, and each such officer is authorized to execute and deliver documents and instruments on behalf of the Company in connection with the Merger and the transactions contemplated by the Merger Agreement. The specimen signatures set forth opposite the name of each officer are the genuine signatures of such officer.
Officer Incumbency
The undersigned further certifies that each of the officers named in the table above was duly serving in such capacity on March 18, 2025, the date on which the Merger Agreement was executed and delivered by the parties thereto, and has continued to serve in such capacity without interruption through the date hereof, July 22, 2025. No officer named above has resigned, been removed, or otherwise ceased to serve in any such capacity during such period.
The undersigned further certifies that each of the officers named above is duly authorized to execute, deliver, and perform, on behalf of the Company, any and all agreements, certificates, instruments, and other documents required to be executed and delivered by the Company in connection with the Merger Agreement and the transactions contemplated thereby, including, without limitation: (i) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; (ii) the Officer's Certificate to be delivered by Nathan Aldridge, as Chief Executive Officer, pursuant to Section 7.02(a) of the Merger Agreement; (iii) the Solvency Certificate to be delivered by Marcus Langford, as Chief Financial Officer, pursuant to Section 7.02(e) of the Merger Agreement; (iv) the Escrow Agreement with Garrison Trust Company, as escrow agent; (v) the Paying Agent Agreement with Keystone Pacific Transfer Services Inc., as paying agent; (vi) payoff letters and related instruments with respect to the Company's existing credit facility; and (vii) all other closing deliverables contemplated by Article VII of the Merger Agreement.
SECTION 2. INCUMBENCY OF THE BOARD OF DIRECTORS
The undersigned hereby certifies that, as of the date hereof, the following persons constitute the entire Board of Directors of the Company (the "Board"), each having been duly elected to serve as a director in accordance with the Company's Certificate of Incorporation and Bylaws and the applicable provisions of the DGCL:
Board of Directors
The Board consists of six (6) members, which number is consistent with the authorized number of directors fixed by or pursuant to the Company's Bylaws. The undersigned further certifies that each of the persons identified above was duly serving as a member of the Board on March 17, 2025, the date on which the Board adopted the resolutions approving the Merger Agreement and the transactions contemplated thereby, as described in Section 5 below, and each such person has continued to serve as a member of the Board without interruption through the date hereof. No vacancies exist on the Board as of the date hereof. The Board is properly constituted, and no proceedings are pending or, to the undersigned's knowledge, threatened to remove any director or to challenge the validity of any director's election or appointment.
SECTION 3. ORGANIZATIONAL DOCUMENTS
(a) Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of VeloPay Systems, Inc., as currently in effect, including all certificates of amendment, certificates of designation, and other instruments amending, supplementing, or otherwise modifying the Certificate of Incorporation, as filed with and certified by the Secretary of State of the State of Delaware (collectively, the "Charter"). The Charter has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment set forth therein, and no proceedings for any such amendment, restatement, or modification are pending or, to the undersigned's knowledge, contemplated, except as will occur at the Effective Time of the Merger by the filing of the Amended and Restated Certificate of Incorporation of the Surviving Corporation in the form attached as Exhibit A to the Merger Agreement. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and possesses all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Bylaws.  The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of VeloPay Systems, Inc., as currently in effect (the "Bylaws"). The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the last amendment set forth therein, and no proceedings for any such amendment, restatement, or modification are pending or, to the undersigned's knowledge, contemplated, except that the Bylaws will be amended and restated in their entirety at the Effective Time of the Merger as provided in Section 2.05 of the Merger Agreement. The Bylaws are in full force and effect as of the date hereof.
SECTION 4. GOOD STANDING
The undersigned hereby certifies that the Company is in good standing under the laws of the State of Delaware as of the date hereof. Attached hereto as Exhibit C is a certificate of good standing (certificate of existence) of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, dated no more than five (5) business days prior to the closing date of the Merger. The Company has paid all franchise taxes due and owing to the State of Delaware through the date hereof and has made all filings required under Delaware law to maintain its good standing.
The undersigned further certifies that the Company has not filed, and no proceedings have been commenced by the Company or, to the undersigned's knowledge, by any third party to file, any certificate of dissolution, certificate of merger (other than the Certificate of Merger to be filed in connection with the Merger), or similar instrument with the Secretary of State of the State of Delaware, and no such filing or proceeding is pending or, to the undersigned's knowledge, threatened.
SECTION 5. RESOLUTIONS OF THE BOARD OF DIRECTORS
The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board held on March 17, 2025 (the "Board Meeting"). Due and proper notice of the Board Meeting was given to all directors in accordance with the Company's Bylaws. At the Board Meeting, a quorum of the Board was present and acting throughout the entirety of the meeting, and the Board Resolutions were adopted by the unanimous vote of all directors present, with no director dissenting or abstaining. The Board Resolutions were duly recorded in the minute books of the Company and have not been rescinded, amended, revoked, supplemented, or otherwise modified in any respect and remain in full force and effect as of the date hereof.
Without limiting the generality of the foregoing, the Board Resolutions provide for or authorize the following actions, among others:
(i) Approval of the Merger Agreement. The Board resolved to approve the Agreement and Plan of Merger among Parent, Merger Sub, and the Company, in substantially the form presented to and reviewed by the Board at the Board Meeting, together with all exhibits, schedules, and disclosure schedules thereto.
(ii) Declaration of Advisability; Recommendation. The Board resolved to declare that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Merger.
(iii) Approval of the Merger. The Board resolved to approve the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to Section 251 of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement, at an aggregate merger consideration of One Billion Nine Hundred Million Dollars ($1,900,000,000.00), representing Twenty Dollars ($20.00) per share of Common Stock on a fully diluted, as-converted basis.
(iv) Authorization of Officers. The Board resolved to authorize and direct the officers of the Company, including Nathan Aldridge, Chief Executive Officer, Marcus Langford, Chief Financial Officer, and Danielle Moreau, General Counsel and Secretary, or any of them acting singly, to execute and deliver the Merger Agreement and all ancillary agreements, certificates, instruments, and other documents contemplated thereby or reasonably required in connection therewith, including, without limitation: (A) the Escrow Agreement with Garrison Trust Company, as escrow agent; (B) the Paying Agent Agreement with Keystone Pacific Transfer Services Inc., as paying agent; (C) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; (D) the Officer's Certificate required by Section 7.02(a) of the Merger Agreement; (E) the Solvency Certificate required by Section 7.02(e) of the Merger Agreement; and (F) all other closing deliverables and related documents.
(v) Treatment of Equity Awards. The Board resolved to approve the treatment of the Company's outstanding equity awards in connection with the Merger, as follows:
(A) Vested Stock Options. All vested and exercisable stock options to purchase shares of Common Stock of the Company outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such vested option and (y) the excess, if any, of the Per Share Merger Consideration of $20.00 over the per share exercise price of such option, without interest and less applicable withholding taxes.
(B) Unvested Stock Options. With respect to unvested stock options outstanding immediately prior to the Effective Time: (1) fifty percent (50%) of such unvested options shall be accelerated and become fully vested and exercisable immediately prior to the Effective Time and shall be cancelled and converted into the right to receive a cash payment calculated in the same manner as vested options described in clause (A) above; and (2) the remaining fifty percent (50%) of such unvested options shall be converted into replacement awards in respect of common units of Parent (or a designated subsidiary thereof) with equivalent economic value, vesting ratably over a period of twenty-four (24) months following the Closing Date, subject to continued service.
(C) Restricted Stock Units. All unvested restricted stock units ("RSUs") outstanding immediately prior to the Effective Time shall be accelerated and become fully vested immediately prior to the Effective Time and shall be cancelled and converted into the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such RSU and (y) Twenty Dollars ($20.00) per share, without interest and less applicable withholding taxes.
(D) Warrants. All outstanding warrants to purchase shares of Common Stock of the Company shall be cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such warrant and (y) the excess of the Per Share Merger Consideration of $20.00 over the per share exercise price of such warrant of $8.50, yielding $11.50 per warrant. The aggregate warrant consideration payable in connection with 1,800,000 warrants outstanding is Twenty Million Seven Hundred Thousand Dollars ($20,700,000.00), without interest and less applicable withholding taxes.
(vi) Indemnification Escrow. The Board resolved to approve the establishment of an indemnification escrow fund in the amount of One Hundred Thirty-Three Million Dollars ($133,000,000.00), representing approximately seven percent (7%) of the aggregate merger consideration, to be deposited with Garrison Trust Company, as escrow agent, at the Closing. The escrow fund shall be subject to the following release provisions: (A) Sixty-Six Million Five Hundred Thousand Dollars ($66,500,000.00) shall be released to the former stockholders of the Company on the twelve (12)-month anniversary of the Closing Date (the "First Release Date"), less the aggregate amount of any then-pending and unresolved indemnification claims; and (B) the balance of the escrow fund shall be released on the eighteen (18)-month anniversary of the Closing Date (the "Final Release Date"), less the aggregate amount of any then-pending and unresolved indemnification claims. The survival period for indemnification claims under the Merger Agreement shall be eighteen (18) months, expiring on January 22, 2027. The aggregate indemnification cap under the Merger Agreement shall be Two Hundred Twenty-Eight Million Dollars ($228,000,000.00), representing approximately twelve percent (12%) of the aggregate merger consideration.
(vii) Company Termination Fee. The Board resolved to approve the Company termination fee in the amount of Seventy-Six Million Dollars ($76,000,000.00), representing approximately four percent (4%) of the aggregate merger consideration, payable by the Company to Parent under the circumstances specified in Section 8.03 of the Merger Agreement.
(viii) No-Shop Provision. The Board resolved to approve the non-solicitation and no-shop covenant set forth in Section 6.04 of the Merger Agreement, subject to customary fiduciary-out exceptions permitting the Board to consider and respond to unsolicited Superior Proposals, and a five (5)-business-day match right in favor of Parent prior to any termination by the Company to accept a Superior Proposal or effect a Change of Board Recommendation.
(ix) Regulatory Approvals. The Board resolved to authorize the Company to take all actions necessary or advisable to obtain all requisite regulatory approvals in connection with the Merger, including, without limitation: (A) filing of the pre-merger notification required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (B) submission of change-of-control notifications and applications for approvals with state money transmitter regulators across thirty-one (31) states in which the Company or its subsidiaries hold money transmitter licenses; and (C) filing of the notification required under the Investment Canada Act in connection with the indirect acquisition of VeloPay Canada Inc.
(x) Non-Competition and Non-Solicitation Agreements. The Board resolved to approve the Non-Competition and Non-Solicitation Agreements to be entered into by and between Parent and each of Nathan Aldridge and Sonia Reyes-Watkins, each with a restrictive period of three (3) years following the Closing Date.
(xi) Rollover Agreements. The Board resolved to approve the Rollover Agreement pursuant to which Nathan Aldridge will contribute equity consideration with a value of Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00), and Sonia Reyes-Watkins will contribute equity consideration with a value of Nine Million Seven Hundred Thousand Dollars ($9,700,000.00), in each case into Harrowgate Velocity Co-Invest LP, a co-investment vehicle affiliated with Parent, in lieu of receiving a corresponding portion of the cash merger consideration otherwise payable to such persons.
(xii) Stockholder Support Agreement and Solicitation of Written Consent. The Board resolved to approve the form of Stockholder Support Agreement and to authorize the solicitation of a written consent from stockholders of the Company holding a majority of the outstanding shares of Common Stock for the purpose of adopting and approving the Merger Agreement and the Merger.
(xiii) Appointment of Stockholder Representative. The Board resolved to authorize the appointment of Nathan Aldridge as the Stockholder Representative for purposes of post-closing indemnification claims and escrow administration under the Merger Agreement and the Escrow Agreement.
(xiv) D&O Tail Policy. The Board resolved to approve the procurement of a directors' and officers' liability insurance tail policy with Continental Shield Insurance Company (the "D&O Tail Policy"), providing coverage for a period of six (6) years following the Effective Time, at an aggregate premium cost of Two Million One Hundred Fifty Thousand Dollars ($2,150,000.00), brokered through Greystone Risk Advisors LLC, as required by Section 6.07 of the Merger Agreement.
(xv) Payoff of Existing Credit Facility. The Board resolved to approve the payoff and termination, at the Closing, of the Company's existing senior secured revolving credit facility with Meridian Commercial Credit Corp. in the outstanding principal amount of One Hundred Twelve Million Dollars ($112,000,000.00), at an estimated total payoff amount of approximately One Hundred Thirteen Million Two Hundred Thirty Thousand Dollars ($113,230,000.00), inclusive of accrued and unpaid interest through the anticipated Closing Date, and to authorize the execution and delivery of all payoff letters, lien releases, UCC-3 termination statements, and related instruments in connection therewith.
(xvi) Cooperation with Parent's Financing. The Board resolved to authorize the Company to cooperate with Parent in connection with the arrangement of Parent's debt financing for the Merger, including the senior secured credit facilities to be provided by Tralvendo National Bank (consisting of a Five Hundred Million Dollar ($500,000,000.00) term loan facility) and Prairie State Bank, N.A. (consisting of a Two Hundred Sixty Million Dollar ($260,000,000.00) revolving credit facility), and to provide access to information, management presentations, and such other cooperation as may be reasonably requested by Parent in accordance with Section 6.14 of the Merger Agreement.
(xvii) Fairness Opinion. The Board resolved to confirm and acknowledge that the Company's financial advisor, Velthryn Greer & Associates, acting through Patricia Navarro, Lead Managing Director, has delivered to the Board its written opinion, dated March 17, 2025, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications, and limitations set forth therein, the Per Share Merger Consideration of $20.00 per share to be received by the holders of Common Stock in the Merger is fair, from a financial point of view, to such holders.
(xviii) Continuing Force and Effect. The Board resolved that the foregoing resolutions have not been and shall not be deemed rescinded, amended, revoked, supplemented, or otherwise modified and shall remain in full force and effect unless and until specifically rescinded or modified by subsequent action of the Board.
The undersigned further certifies that the Board Resolutions set forth in Exhibit D hereto are complete and accurate in all respects and that no other resolutions have been adopted by the Board of Directors of the Company relating to or affecting the Merger Agreement or the transactions contemplated thereby, other than as set forth therein.
SECTION 6. STOCKHOLDER APPROVAL — ACTION BY WRITTEN CONSENT
The undersigned hereby certifies that attached hereto as Exhibit E is a true, correct, and complete copy of the Action by Written Consent of the Stockholders of VeloPay Systems, Inc. (the "Written Consent"), dated March 18, 2025, executed in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL.
The Written Consent was executed by the following stockholders of the Company, who, as of the record date for such Written Consent, collectively held the following approximate percentages of the outstanding shares of Common Stock of the Company:
The Written Consent resolves to adopt and approve the Agreement and Plan of Merger, dated as of March 18, 2025, among Parent, Merger Sub, and the Company, and the Merger and all other transactions contemplated thereby.
The undersigned hereby certifies that the Written Consent constitutes the valid approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock of the Company, which is the only class of capital stock of the Company entitled to vote on the adoption of the Merger Agreement. The DGCL and the Company's Certificate of Incorporation require the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Common Stock for the adoption of the Merger Agreement, and the stockholders executing the Written Consent held approximately 63.1% of the outstanding shares of Common Stock as of the date of execution, which exceeds the required majority threshold.
The undersigned further certifies that, in accordance with Section 228(e) of the DGCL, an Information Statement was prepared and mailed to all non-consenting stockholders of the Company on April 14, 2025, providing prompt notice of the taking of the corporate action by written consent without a meeting. The Information Statement set forth the material terms of the Merger Agreement and the Merger and complied in all material respects with the requirements of Section 228(e) of the DGCL and Rule 14c-2 under the Securities Exchange Act of 1934, as amended. All applicable waiting periods following the mailing of the Information Statement have expired as of the date hereof.
The undersigned further certifies that the Written Consent has not been revoked, rescinded, amended, supplemented, or otherwise modified in any respect and remains in full force and effect as of the date hereof.
SECTION 7. NO AMENDMENTS OR MODIFICATIONS
The undersigned hereby certifies that none of the Board Resolutions described in Section 5 above or the Action by Written Consent of the Stockholders described in Section 6 above have been rescinded, amended, revoked, supplemented, or otherwise modified in any respect, and all such resolutions and consents are in full force and effect as of the date hereof. No proceedings have been taken, are pending, or, to the undersigned's knowledge, are threatened that are inconsistent with the Merger, the Merger Agreement, or any of the other transactions contemplated thereby. No action or proceeding has been instituted or, to the undersigned's knowledge, threatened by any person or entity seeking to restrain, prohibit, or otherwise challenge the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
SECTION 8. CAPITALIZATION CONFIRMATION
The undersigned hereby certifies that, as of the Closing Date, the capitalization of the Company is as set forth below, which is consistent with and does not differ from the representations and warranties set forth in Section 4.03 of the Merger Agreement and the Disclosure Schedules delivered in connection therewith:
The undersigned further certifies that, other than as set forth in the table above and in the Disclosure Schedules to the Merger Agreement, no other equity securities, stock options, warrants, restricted stock units, restricted stock awards, stock appreciation rights, phantom equity, convertible instruments, or other rights, agreements, arrangements, or commitments of any character obligating the Company to issue, deliver, sell, repurchase, or redeem, or cause to be issued, delivered, sold, repurchased, or redeemed, any shares of capital stock or other equity interests of the Company, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, or other equity award, are authorized, issued, reserved for issuance, or outstanding.
SECTION 9. SUBSIDIARIES
The undersigned hereby certifies that, as of the date hereof, the Company's subsidiaries are as follows:
The undersigned further certifies that, other than as set forth in the table above and as disclosed in the Disclosure Schedules to the Merger Agreement, the Company does not own, directly or indirectly, any equity interest, membership interest, partnership interest, joint venture interest, or other ownership interest in any other corporation, limited liability company, partnership, joint venture, trust, or other entity.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July 22, 2025, and certifies that the facts set forth herein are true and correct in all respects as of the date hereof.
VELOPAY SYSTEMS, INC.
By: ________
Name: Danielle Moreau
Title: Secretary and General Counsel
Date: July 22, 2025
This Secretary's Certificate is 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, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc. This certificate and the certifications contained herein may be relied upon by Parent, Merger Sub, and their respective directors, officers, members, partners, advisors, agents, representatives, and financing sources, including Tralvendo National Bank and Prairie State Bank, N.A., and their respective counsel, in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement.
EXHIBIT INDEX
EXHIBIT A
CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC.
(as currently in effect, with all amendments thereto)
True, correct, and complete copy certified by the Secretary of State of the State of Delaware
[Exhibit A — The Certificate of Incorporation of VeloPay Systems, Inc., as filed with and certified by the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and other instruments amending or supplementing the same, is attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of the Certificate of Incorporation as currently in effect.]
EXHIBIT B
BYLAWS OF VELOPAY SYSTEMS, INC.
(as currently in effect, with all amendments thereto)
[Exhibit B — The Bylaws of VeloPay Systems, Inc., as currently in effect, together with all amendments thereto, are attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of the Bylaws as currently in effect.]
EXHIBIT C
CERTIFICATE OF GOOD STANDING (CERTIFICATE OF EXISTENCE)
OF VELOPAY SYSTEMS, INC.
Issued by the Secretary of State of the State of Delaware
Dated within five (5) business days of July 22, 2025
[Exhibit C — The Certificate of Good Standing (Certificate of Existence) of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, bearing a date no more than five (5) business days prior to July 22, 2025, is attached hereto and incorporated herein by reference.]
EXHIBIT D
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF VELOPAY SYSTEMS, INC.
Adopted at a meeting duly called and held on March 17, 2025
[Exhibit D — The full text of the resolutions duly adopted by the Board of Directors of VeloPay Systems, Inc. at a meeting duly called and held on March 17, 2025, as described in Section 5 of this Secretary's Certificate, is attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of such resolutions as recorded in the minute books of the Company.]
EXHIBIT E
ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS
OF VELOPAY SYSTEMS, INC.
Dated March 18, 2025
Executed in Lieu of a Meeting Pursuant to Section 228 of the Delaware General Corporation Law
[Exhibit E — The full text of the Action by Written Consent of the Stockholders of VeloPay Systems, Inc., dated March 18, 2025, as described in Section 6 of this Secretary's Certificate, is attached hereto and incorporated herein by reference. The attached copy constitutes a true, correct, and complete copy of such written consent, including all signature pages thereto.]
Name | Title | Specimen Signature
Nathan Aldridge | Chief Executive Officer & Co-Founder; Chairman of the Board | _____
Sonia Reyes-Watkins | Chief Technology Officer & Co-Founder | _____
Marcus Langford | Chief Financial Officer | _____
Danielle Moreau | General Counsel & Secretary | _____
Name | Position | Status / Affiliation
Nathan Aldridge | Chairman of the Board; Director | Chief Executive Officer & Co-Founder; holder of approximately 14.2% of the outstanding shares of Common Stock
Sonia Reyes-Watkins | Director | Chief Technology Officer & Co-Founder; holder of approximately 9.7% of the outstanding shares of Common Stock
Janet Gould | Director | Independent Director
Kwame Asante | Director | Designated representative of Ridgeline Ventures Fund III LP
Catherine Lindström | Director | Designated representative of Apex Growth Partners II LP
Philip Rosenthal | Director | Independent Director
Stockholder | Approximate Ownership (%)
Ridgeline Ventures Fund III LP | 22.4%
Apex Growth Partners II LP | 16.8%
Nathan Aldridge | 14.2%
Sonia Reyes-Watkins | 9.7%
Total | approximately 63.1%
Equity Security | Number of Shares / Units | Additional Detail
Common Stock, $0.001 par value per share, outstanding | 82,400,000 shares | Authorized: 150,000,000 shares
Stock Options outstanding (under the 2018 Equity Incentive Plan and the 2021 Equity Incentive Plan) | 7,600,000 shares | Weighted average exercise price: $12.84 per share
Restricted Stock Units outstanding (under the 2018 Equity Incentive Plan and the 2021 Equity Incentive Plan) | 3,200,000 shares | —
Warrants outstanding | 1,800,000 shares | Exercise price: $8.50 per share
Fully Diluted Shares | 95,000,000 shares | —
Subsidiary | Jurisdiction of Organization | Ownership | Notes
VeloPay Processing LLC | Delaware | 100% owned by the Company | Limited liability company
VeloPay Canada Inc. | Province of Ontario, Canada | 100% owned by the Company | Corporation organized under the Ontario Business Corporations Act
VeloPay Europe, Unipessoal Lda. | Portugal | 100% owned by the Company | Sociedade unipessoal por quotas de responsabilidade limitada
VeloPay Fraud intelligence Inc. | Delaware | 100% owned by the Company | Corporation
PayStream Gateway LLC | Delaware | 100% owned by the Company | Limited liability company; acquired by the Company in 2021
Exhibit | Description
Exhibit A | Certificate of Incorporation of VeloPay Systems, Inc. (as currently in effect, with all amendments), as certified by the Secretary of State of the State of Delaware
Exhibit B | Bylaws of VeloPay Systems, Inc. (as currently in effect, with all amendments)
Exhibit C | Certificate of Good Standing (Certificate of Existence) of VeloPay Systems, Inc. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of July 22, 2025
Exhibit D | Resolutions of the Board of Directors of VeloPay Systems, Inc. adopted March 17, 2025
Exhibit E | Action by Written Consent of the Stockholders of VeloPay Systems, Inc. dated March 18, 2025

SECRETARY'S CERTIFICATE OF VELOPAY SYSTEMS, INC.

SECTION 1. INCUMBENCY OF OFFICERS

SECTION 2. INCUMBENCY OF THE BOARD OF DIRECTORS

SECTION 3. ORGANIZATIONAL DOCUMENTS

SECTION 4. GOOD STANDING

SECTION 5. RESOLUTIONS OF THE BOARD OF DIRECTORS

SECTION 7. NO AMENDMENTS OR MODIFICATIONS

SECTION 8. CAPITALIZATION CONFIRMATION

SECTION 9. SUBSIDIARIES

VELOPAY SYSTEMS, INC.

EXHIBIT INDEX

EXHIBIT A

CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC.

EXHIBIT B

BYLAWS OF VELOPAY SYSTEMS, INC.

EXHIBIT C

CERTIFICATE OF GOOD STANDING (CERTIFICATE OF EXISTENCE)

OF VELOPAY SYSTEMS, INC.

EXHIBIT D

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF VELOPAY SYSTEMS, INC.

EXHIBIT E

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS

OF VELOPAY SYSTEMS, INC.

Record

Parties

Dates

Amounts