1003-00003 · Harrowgate Private Equity Fund IV LP · Corporate Filings

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CERTIFICATE OF MERGER

merging

Harrowgate Velocity Merger Sub Inc., a Delaware corporation,

with and into

VeloPay Systems, Inc., a Delaware corporation

Pursuant to Section 251 of the Delaware General Corporation Law

Filed with the Secretary of State of the State of Delaware

July 22, 2025

The undersigned corporation does hereby certify, pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), as follows:

FIRST

The names and jurisdictions of incorporation of the constituent corporations to the merger described herein (the "Merger") are as follows:

Surviving Corporation:

VeloPay Systems, Inc. (the "Company" or the "Surviving Corporation") is a corporation duly organized and existing under the laws of the State of Delaware. The Company was originally incorporated on September 12, 2014, under Delaware File Number 5748392. The Company's Federal Employer Identification Number is 82-3019478. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, and the name of its registered agent at such address is Capitol Registered Agents LLC. The principal place of business of the Company is located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.

Non-Surviving Corporation (merging into the Surviving Corporation):

Harrowgate Velocity Merger Sub Inc. ("Merger Sub") is a corporation duly organized and existing under the laws of the State of Delaware. Merger Sub was incorporated on February 24, 2025, under Delaware File Number 7291034. Merger Sub's Federal Employer Identification Number is 93-1847265. The address of the registered office of Merger Sub in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, and the name of its registered agent at such address is Capitol Registered Agents LLC. Merger Sub is a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent").

SECOND

An Agreement and Plan of Merger, dated as of March 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), was entered into by and among:

(a) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with principal offices located at 300 King Street, Suite 4200, Wilmington, Delaware 19801 ("Parent");

(b) Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and

The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation of the Merger (the "Surviving Corporation") and continuing its existence under the laws of the State of Delaware. Upon the effectiveness of the Merger, the separate corporate existence of Merger Sub shall cease, and all of the rights, privileges, powers, franchises, properties, and assets of Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation, all in accordance with the provisions of Section 259 of the DGCL.

THIRD

The name of the surviving corporation of the Merger is VeloPay Systems, Inc. The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware following the effectiveness of the Merger.

FOURTH

The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly authorized, approved, and adopted in accordance with the applicable provisions of the DGCL, as follows:

Board Approval — VeloPay Systems, Inc.

The board of directors of VeloPay Systems, Inc. duly adopted resolutions on March 17, 2025, (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, (iii) directing that the Merger Agreement and the Merger be submitted to the stockholders of the Company for approval and adoption, and (iv) resolving to recommend to the stockholders of the Company that they approve and adopt the Merger Agreement and the Merger.

Board Approval — Harrowgate Velocity Merger Sub Inc.

The sole director of Harrowgate Velocity Merger Sub Inc. duly approved the Merger Agreement and the transactions contemplated thereby, including the Merger, by written consent in lieu of a meeting effective as of March 17, 2025, in accordance with Section 141(f) of the DGCL, (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approving and declaring advisable the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and (iii) resolving to recommend to the sole stockholder of Merger Sub that it approve and adopt the Merger Agreement and the Merger.

Stockholder Approval — VeloPay Systems, Inc.

The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly approved and adopted by the stockholders of VeloPay Systems, Inc. by written consent in lieu of a meeting executed and delivered on March 18, 2025, in accordance with Sections 228 and 251 of the DGCL. The holders of approximately 63.1% of the outstanding shares of common stock of VeloPay Systems, Inc. entitled to vote thereon executed the written consent, which constitutes the requisite stockholder approval required under the DGCL and the Company's certificate of incorporation. An Information Statement, prepared in accordance with Section 228(e) of the DGCL and the applicable rules and regulations of the Securities and Exchange Commission, was duly sent to all stockholders of the Company who did not execute the written consent on April 14, 2025, in compliance with the requirements of Section 228(e) of the DGCL.

Stockholder Approval — Harrowgate Velocity Merger Sub Inc.

Harrowgate Private Equity Fund IV LP, as the sole stockholder of Merger Sub, duly approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, by written consent in lieu of a meeting effective as of March 17, 2025, in accordance with Sections 228 and 251 of the DGCL, constituting the approval of all outstanding shares of capital stock of Merger Sub entitled to vote thereon.

FIFTH

Pursuant to Article II of the Merger Agreement, at the Effective Time (as defined below), the certificate of incorporation of VeloPay Systems, Inc., as the Surviving Corporation, shall be amended and restated in its entirety in the form of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A and incorporated herein by reference (the "Amended and Restated Certificate of Incorporation"). The Amended and Restated Certificate of Incorporation shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter duly amended in accordance with the provisions thereof and applicable law.

SIXTH

The terms and conditions of the Merger, including the manner and basis of converting or cancelling the shares of each constituent corporation into shares, other securities, cash, or other property, or a combination thereof, are set forth in the Merger Agreement, a copy of which is on file at the principal place of business of the Surviving Corporation located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation, in accordance with the requirements of Section 251(c) of the DGCL.

Without limiting the foregoing, and for informational purposes, the conversion of shares in connection with the Merger is summarized as follows:

(a) Conversion of Company Common Stock. At the Effective Time, each share of common stock, par value $0.001 per share, of VeloPay Systems, Inc. issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the treasury of the Company, (ii) shares owned, directly or indirectly, by Parent or Merger Sub, and (iii) shares with respect to which appraisal rights have been properly exercised and perfected and not withdrawn or lost in accordance with Section 262 of the DGCL (collectively, "Dissenting Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive Twenty Dollars ($20.00) per share in cash, without interest (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of common stock (or, in the case of book-entry shares, upon compliance with the applicable exchange procedures), subject to any applicable withholding taxes.

(b) Cancellation of Treasury and Parent-Owned Shares. At the Effective Time, each share of common stock of VeloPay Systems, Inc. held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c) Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock of Harrowgate Velocity Merger Sub Inc. issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) validly issued, fully paid, and nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, the certificates representing shares of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be deemed for all purposes to evidence ownership of shares of common stock of the Surviving Corporation into which such shares have been converted.

(d) Aggregate Merger Consideration. The aggregate merger consideration payable in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), based on 95,000,000 fully diluted shares of Company common stock, comprising: (i) 82,400,000 shares of common stock outstanding as of immediately prior to the Effective Time; (ii) 7,600,000 shares of common stock subject to outstanding stock options; (iii) 3,200,000 shares of common stock subject to outstanding restricted stock units; and (iv) 1,800,000 shares of common stock subject to outstanding warrants, in each case treated on an as-converted, fully diluted basis in accordance with the terms of the Merger Agreement.

(e) Treatment of Dissenting Shares. Any Dissenting Shares shall not be converted into the right to receive the Merger Consideration but instead shall be entitled only to such rights as may be granted under Section 262 of the DGCL; provided, however, that if any holder of Dissenting Shares shall fail to perfect, or shall effectively withdraw or lose, such holder's right to appraisal under Section 262 of the DGCL, then such shares shall thereupon be treated as if they had been converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest.

SEVENTH

This Certificate of Merger shall become effective upon its filing with the Secretary of State of the State of Delaware on July 22, 2025, at 11:59 p.m. Eastern Time (the "Effective Time"). In the event this Certificate of Merger is filed prior to such time, the Effective Time shall be 11:59 p.m. Eastern Time on July 22, 2025, in accordance with Section 103(d) of the DGCL.

EIGHTH

An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation, as required by Section 251(c) of the DGCL.

IN WITNESS WHEREOF, each of the undersigned has caused this Certificate of Merger to be executed by its duly authorized officer on this 22nd day of July, 2025.

VELOPAY SYSTEMS, INC. (as the Surviving Corporation)

By: ________

Name: Nathan Aldridge

Title: Chief Executive Officer and President

Date: July 22, 2025

HARROWGATE VELOCITY MERGER SUB INC. (as the Non-Surviving Corporation)

By: ________

Name: Priya Deshmukh

Title: President

Date: July 22, 2025

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC.

(a Delaware corporation)

Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, VeloPay Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify as follows:

ARTICLE I — NAME

The name of the Corporation is VeloPay Systems, Inc.

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC.

ARTICLE III — PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV — AUTHORIZED CAPITAL STOCK

The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share. All shares of common stock of the Corporation are held by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, as the sole stockholder of the Corporation.

ARTICLE V — INCORPORATOR

The name and address of the incorporator who originally filed the certificate of incorporation of Harrowgate Velocity Merger Sub Inc. (the predecessor entity whose corporate existence merged into the Corporation) are as follows: Priya Deshmukh, c/o Harrowgate Private Equity Fund IV LP, 300 King Street, Suite 4200, Wilmington, Delaware 19801. This Amended and Restated Certificate of Incorporation is being filed in connection with the merger of Harrowgate Velocity Merger Sub Inc. with and into the Corporation and supersedes and replaces in its entirety the original certificate of incorporation of the Corporation as previously in effect.

ARTICLE VI — BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed by or under the direction of the board of directors of the Corporation. The number of directors of the Corporation shall be fixed from time to time exclusively by resolution adopted by the board of directors. Unless and until otherwise determined by the board of directors, the number of directors shall be one (1). Directors of the Corporation need not be elected by written ballot unless the bylaws of the Corporation so provide. The initial director of the Corporation following the effective time of the merger shall be designated by the sole stockholder.

ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholder for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the effective date of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, modification, or adoption with respect to acts or omissions occurring prior to such amendment, repeal, modification, or adoption. This provision is adopted pursuant to Section 102(b)(7) of the DGCL.

ARTICLE VIII — INDEMNIFICATION

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article VIII or otherwise. This provision is consistent with the authority granted under Section 145 of the DGCL.

ARTICLE IX — AMENDMENT

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE X — BYLAWS

In furtherance and not in limitation of the powers conferred by the DGCL, the board of directors of the Corporation is expressly authorized to adopt, amend, alter, or repeal the bylaws of the Corporation.

This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the General Corporation Law of the State of Delaware and shall become effective at the Effective Time of the Certificate of Merger to which this Amended and Restated Certificate of Incorporation is attached as Exhibit A.

VELOPAY SYSTEMS, INC.

By: ________

Name: Nathan Aldridge

Title: Chief Executive Officer and President

Date: July 22, 2025

CERTIFICATE OF MERGER
merging
Harrowgate Velocity Merger Sub Inc., a Delaware corporation,
with and into
VeloPay Systems, Inc., a Delaware corporation
Pursuant to Section 251 of the Delaware General Corporation Law
Filed with the Secretary of State of the State of Delaware
July 22, 2025
The undersigned corporation does hereby certify, pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), as follows:
FIRST
The names and jurisdictions of incorporation of the constituent corporations to the merger described herein (the "Merger") are as follows:
Surviving Corporation:
VeloPay Systems, Inc. (the "Company" or the "Surviving Corporation") is a corporation duly organized and existing under the laws of the State of Delaware. The Company was originally incorporated on September 12, 2014, under Delaware File Number 5748392. The Company's Federal Employer Identification Number is 82-3019478. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, and the name of its registered agent at such address is Capitol Registered Agents LLC. The principal place of business of the Company is located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.
Non-Surviving Corporation (merging into the Surviving Corporation):
Harrowgate Velocity Merger Sub Inc. ("Merger Sub") is a corporation duly organized and existing under the laws of the State of Delaware. Merger Sub was incorporated on February 24, 2025, under Delaware File Number 7291034. Merger Sub's Federal Employer Identification Number is 93-1847265. The address of the registered office of Merger Sub in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, and the name of its registered agent at such address is Capitol Registered Agents LLC. Merger Sub is a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent").
SECOND
An Agreement and Plan of Merger, dated as of March 18, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), was entered into by and among:
(a) Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with principal offices located at 300 King Street, Suite 4200, Wilmington, Delaware 19801 ("Parent");
(b) Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and
(c) VeloPay Systems, Inc., a Delaware corporation (the "Company").
The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation of the Merger (the "Surviving Corporation") and continuing its existence under the laws of the State of Delaware. Upon the effectiveness of the Merger, the separate corporate existence of Merger Sub shall cease, and all of the rights, privileges, powers, franchises, properties, and assets of Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation, all in accordance with the provisions of Section 259 of the DGCL.
THIRD
The name of the surviving corporation of the Merger is VeloPay Systems, Inc. The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware following the effectiveness of the Merger.
FOURTH
The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly authorized, approved, and adopted in accordance with the applicable provisions of the DGCL, as follows:
Board Approval — VeloPay Systems, Inc.
The board of directors of VeloPay Systems, Inc. duly adopted resolutions on March 17, 2025, (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, (iii) directing that the Merger Agreement and the Merger be submitted to the stockholders of the Company for approval and adoption, and (iv) resolving to recommend to the stockholders of the Company that they approve and adopt the Merger Agreement and the Merger.
Board Approval — Harrowgate Velocity Merger Sub Inc.
The sole director of Harrowgate Velocity Merger Sub Inc. duly approved the Merger Agreement and the transactions contemplated thereby, including the Merger, by written consent in lieu of a meeting effective as of March 17, 2025, in accordance with Section 141(f) of the DGCL, (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approving and declaring advisable the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and (iii) resolving to recommend to the sole stockholder of Merger Sub that it approve and adopt the Merger Agreement and the Merger.
Stockholder Approval — VeloPay Systems, Inc.
The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly approved and adopted by the stockholders of VeloPay Systems, Inc. by written consent in lieu of a meeting executed and delivered on March 18, 2025, in accordance with Sections 228 and 251 of the DGCL. The holders of approximately 63.1% of the outstanding shares of common stock of VeloPay Systems, Inc. entitled to vote thereon executed the written consent, which constitutes the requisite stockholder approval required under the DGCL and the Company's certificate of incorporation. An Information Statement, prepared in accordance with Section 228(e) of the DGCL and the applicable rules and regulations of the Securities and Exchange Commission, was duly sent to all stockholders of the Company who did not execute the written consent on April 14, 2025, in compliance with the requirements of Section 228(e) of the DGCL.
Stockholder Approval — Harrowgate Velocity Merger Sub Inc.
Harrowgate Private Equity Fund IV LP, as the sole stockholder of Merger Sub, duly approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, by written consent in lieu of a meeting effective as of March 17, 2025, in accordance with Sections 228 and 251 of the DGCL, constituting the approval of all outstanding shares of capital stock of Merger Sub entitled to vote thereon.
FIFTH
Pursuant to Article II of the Merger Agreement, at the Effective Time (as defined below), the certificate of incorporation of VeloPay Systems, Inc., as the Surviving Corporation, shall be amended and restated in its entirety in the form of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A and incorporated herein by reference (the "Amended and Restated Certificate of Incorporation"). The Amended and Restated Certificate of Incorporation shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter duly amended in accordance with the provisions thereof and applicable law.
SIXTH
The terms and conditions of the Merger, including the manner and basis of converting or cancelling the shares of each constituent corporation into shares, other securities, cash, or other property, or a combination thereof, are set forth in the Merger Agreement, a copy of which is on file at the principal place of business of the Surviving Corporation located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation, in accordance with the requirements of Section 251(c) of the DGCL.
Without limiting the foregoing, and for informational purposes, the conversion of shares in connection with the Merger is summarized as follows:
(a) Conversion of Company Common Stock. At the Effective Time, each share of common stock, par value $0.001 per share, of VeloPay Systems, Inc. issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the treasury of the Company, (ii) shares owned, directly or indirectly, by Parent or Merger Sub, and (iii) shares with respect to which appraisal rights have been properly exercised and perfected and not withdrawn or lost in accordance with Section 262 of the DGCL (collectively, "Dissenting Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive Twenty Dollars ($20.00) per share in cash, without interest (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of common stock (or, in the case of book-entry shares, upon compliance with the applicable exchange procedures), subject to any applicable withholding taxes.
(b) Cancellation of Treasury and Parent-Owned Shares. At the Effective Time, each share of common stock of VeloPay Systems, Inc. held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(c) Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock of Harrowgate Velocity Merger Sub Inc. issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) validly issued, fully paid, and nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, the certificates representing shares of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be deemed for all purposes to evidence ownership of shares of common stock of the Surviving Corporation into which such shares have been converted.
(d) Aggregate Merger Consideration. The aggregate merger consideration payable in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000), based on 95,000,000 fully diluted shares of Company common stock, comprising: (i) 82,400,000 shares of common stock outstanding as of immediately prior to the Effective Time; (ii) 7,600,000 shares of common stock subject to outstanding stock options; (iii) 3,200,000 shares of common stock subject to outstanding restricted stock units; and (iv) 1,800,000 shares of common stock subject to outstanding warrants, in each case treated on an as-converted, fully diluted basis in accordance with the terms of the Merger Agreement.
(e) Treatment of Dissenting Shares. Any Dissenting Shares shall not be converted into the right to receive the Merger Consideration but instead shall be entitled only to such rights as may be granted under Section 262 of the DGCL; provided, however, that if any holder of Dissenting Shares shall fail to perfect, or shall effectively withdraw or lose, such holder's right to appraisal under Section 262 of the DGCL, then such shares shall thereupon be treated as if they had been converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest.
SEVENTH
This Certificate of Merger shall become effective upon its filing with the Secretary of State of the State of Delaware on July 22, 2025, at 11:59 p.m. Eastern Time (the "Effective Time"). In the event this Certificate of Merger is filed prior to such time, the Effective Time shall be 11:59 p.m. Eastern Time on July 22, 2025, in accordance with Section 103(d) of the DGCL.
EIGHTH
An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation, as required by Section 251(c) of the DGCL.
IN WITNESS WHEREOF, each of the undersigned has caused this Certificate of Merger to be executed by its duly authorized officer on this 22nd day of July, 2025.
VELOPAY SYSTEMS, INC. (as the Surviving Corporation)
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer and President
Date: July 22, 2025
HARROWGATE VELOCITY MERGER SUB INC. (as the Non-Surviving Corporation)
By: ________
Name: Priya Deshmukh
Title: President
Date: July 22, 2025
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC.
(a Delaware corporation)
Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, VeloPay Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify as follows:
ARTICLE I — NAME
The name of the Corporation is VeloPay Systems, Inc.
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC.
ARTICLE III — PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV — AUTHORIZED CAPITAL STOCK
The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share. All shares of common stock of the Corporation are held by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, as the sole stockholder of the Corporation.
ARTICLE V — INCORPORATOR
The name and address of the incorporator who originally filed the certificate of incorporation of Harrowgate Velocity Merger Sub Inc. (the predecessor entity whose corporate existence merged into the Corporation) are as follows: Priya Deshmukh, c/o Harrowgate Private Equity Fund IV LP, 300 King Street, Suite 4200, Wilmington, Delaware 19801. This Amended and Restated Certificate of Incorporation is being filed in connection with the merger of Harrowgate Velocity Merger Sub Inc. with and into the Corporation and supersedes and replaces in its entirety the original certificate of incorporation of the Corporation as previously in effect.
ARTICLE VI — BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by or under the direction of the board of directors of the Corporation. The number of directors of the Corporation shall be fixed from time to time exclusively by resolution adopted by the board of directors. Unless and until otherwise determined by the board of directors, the number of directors shall be one (1). Directors of the Corporation need not be elected by written ballot unless the bylaws of the Corporation so provide. The initial director of the Corporation following the effective time of the merger shall be designated by the sole stockholder.
ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholder for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the effective date of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, modification, or adoption with respect to acts or omissions occurring prior to such amendment, repeal, modification, or adoption. This provision is adopted pursuant to Section 102(b)(7) of the DGCL.
ARTICLE VIII — INDEMNIFICATION
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article VIII or otherwise. This provision is consistent with the authority granted under Section 145 of the DGCL.
ARTICLE IX — AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE X — BYLAWS
In furtherance and not in limitation of the powers conferred by the DGCL, the board of directors of the Corporation is expressly authorized to adopt, amend, alter, or repeal the bylaws of the Corporation.
This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the General Corporation Law of the State of Delaware and shall become effective at the Effective Time of the Certificate of Merger to which this Amended and Restated Certificate of Incorporation is attached as Exhibit A.
VELOPAY SYSTEMS, INC.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer and President
Date: July 22, 2025

CERTIFICATE OF MERGER

SEVENTH

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VELOPAY SYSTEMS, INC.

VELOPAY SYSTEMS, INC.

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