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

resolutions-merger-sub-board.docx DOCUMENT M&A / Corporate

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WRITTEN CONSENT OF THE SOLE DIRECTOR

HARROWGATE VELOCITY MERGER SUB INC.

IN LIEU OF A MEETING

Effective as of March 17, 2025

The undersigned, being the sole member of the Board of Directors (the "Board of Directors" or the "Board") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation (the "Company" or "Merger Sub"), hereby takes the following actions and adopts the following resolutions by written consent without a meeting, effective as of March 17, 2025, pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and Article III, Section 3.7 of the Bylaws of the Company, as currently in effect. This written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board of Directors at which a quorum was present and voting, and no prior notice of such action was required.

RECITALS

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, with its Certificate of Incorporation having been filed with the Secretary of State of the State of Delaware on February 24, 2025 (Delaware File Number 7291034; Employer Identification Number 93-1847265), and its registered agent is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801;

WHEREAS, the Company was formed solely for the purpose of effectuating the Merger (as defined below) and has not conducted any business or activities other than those incident to its formation and the transactions contemplated by the Merger Agreement (as defined below) and has no assets or liabilities other than those incidental to its formation and the consummation of the Merger;

WHEREAS, the sole stockholder of the Company is Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or "Parent"), with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801, and the general partner of HPE Fund IV is Harrowgate Capital Management IV LLC, a Delaware limited liability company ("Harrowgate GP");

WHEREAS, HPE Fund IV proposes to acquire all of the outstanding equity interests of VeloPay Systems, Inc., a Delaware corporation ("VeloPay"), with its principal office at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, by means of a reverse triangular merger pursuant to Section 251 of the DGCL (the "Merger"), whereby the Company will merge with and into VeloPay, with VeloPay surviving as the surviving corporation (the "Surviving Corporation") and becoming a wholly-owned subsidiary of HPE Fund IV, and the Company will thereupon cease to exist as a separate corporate entity upon the effective time of the Merger (the "Effective Time");

WHEREAS, the aggregate consideration to be paid in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000) in cash (the "Merger Consideration"), representing Twenty Dollars ($20.00) per share on a fully diluted, as-converted basis, calculated on the basis of approximately 95,000,000 fully diluted shares of VeloPay, consisting of approximately 82,400,000 shares of common stock issued and outstanding, approximately 7,600,000 shares of common stock issuable upon the exercise of outstanding stock options, approximately 3,200,000 shares of common stock issuable upon the settlement of outstanding restricted stock units, and approximately 1,800,000 shares of common stock issuable upon the exercise of outstanding warrants, all as more fully set forth in the Merger Agreement;

WHEREAS, the Merger Consideration will be financed through a combination of (i) an equity contribution by HPE Fund IV in the amount of One Billion One Hundred Forty Million Dollars ($1,140,000,000), representing approximately sixty percent (60%) of the aggregate Merger Consideration, (ii) a Five Hundred Million Dollar ($500,000,000) senior secured term loan facility to be arranged by Tralvendo National Bank (the "Term Loan Facility"), and (iii) a Two Hundred Sixty Million Dollar ($260,000,000) senior secured revolving credit facility to be arranged by Prairie State Bank, N.A. (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Debt Financing");

WHEREAS, in connection with the Merger, it is proposed that HPE Fund IV, the Company, and VeloPay enter into that certain Agreement and Plan of Merger (together with all exhibits, schedules, and annexes thereto, as the same may be amended, modified, restated, or supplemented from time to time, the "Merger Agreement"), substantially in the form that has been presented to and reviewed by the undersigned sole director (a copy of which has been attached hereto or has been previously provided to the undersigned sole director);

WHEREAS, in connection with the Merger and as contemplated by the Merger Agreement, the parties thereto and certain of their respective affiliates propose to enter into certain ancillary agreements, instruments, and documents, including without limitation: (i) the Stockholder Support Agreement, to be entered into by certain stockholders of VeloPay in favor of HPE Fund IV and the Company; (ii) the Equity Commitment Letter, pursuant to which HPE Fund IV has committed to fund the equity portion of the Merger Consideration; (iii) the Limited Guarantee, pursuant to which Harrowgate GP has guaranteed certain obligations of HPE Fund IV and the Company under the Merger Agreement; (iv) the Escrow Agreement, to be entered into among HPE Fund IV, VeloPay (or the Surviving Corporation), the stockholder representative, and Garrison Trust Company, as escrow agent; (v) the Paying Agent Agreement, to be entered into with Keystone Pacific Transfer Services Inc., as paying agent; (vi) the Rollover Agreement, to be entered into by certain equity holders of VeloPay electing to receive rollover equity interests in HPE Fund IV or a designated holding entity; (vii) the Non-Competition and Non-Solicitation Agreements, to be entered into by certain key employees and executives of VeloPay; and (viii) such other ancillary documents, instruments, certificates, and agreements as may be contemplated by or necessary to consummate the transactions set forth in the Merger Agreement (collectively with the Merger Agreement, the "Transaction Documents");

WHEREAS, the Company's legal counsel, Calderwood & Harkness LLP, located at 787 Seventh Avenue, 38th Floor, New York, New York 10019 (Matter Number 1003-00003), has advised the undersigned sole director regarding the terms and conditions of the Merger Agreement, the Transaction Documents, and the transactions contemplated thereby, including without limitation the legal, structural, and regulatory aspects of the proposed Merger;

WHEREAS, the undersigned sole director has reviewed the Merger Agreement and the other Transaction Documents and has considered the terms and conditions thereof, and has determined that it is in the best interests of the Company and its sole stockholder, HPE Fund IV, to approve the Merger Agreement, the Merger, and the other Transaction Documents and the transactions contemplated thereby;

NOW, THEREFORE, the undersigned sole director, constituting the entire Board of Directors of the Company, hereby adopts the following resolutions:

RESOLUTIONS

Resolution 1: Approval of the Merger Agreement

RESOLVED, that the Agreement and Plan of Merger, substantially in the form presented to and reviewed by the undersigned sole director, by and among HPE Fund IV, the Company, and VeloPay, together with all exhibits, schedules, and annexes thereto (the "Merger Agreement"), be, and it hereby is, approved and adopted in all respects; and further

RESOLVED, that the Company be, and it hereby is, authorized to enter into and become a party to the Merger Agreement, and to assume and perform all of the obligations of the Company thereunder, in accordance with the terms and conditions set forth therein.

Resolution 2: Approval of the Merger

RESOLVED, that the merger of the Company with and into VeloPay, a Delaware corporation, pursuant to Section 251 of the DGCL, on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"), be, and it hereby is, approved and adopted in all respects; and further

RESOLVED, that VeloPay shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall continue its corporate existence as a corporation duly organized and existing under the laws of the State of Delaware and as a wholly-owned subsidiary of HPE Fund IV following the Effective Time; and further

RESOLVED, that the separate corporate existence of the Company shall cease at the Effective Time, and all of the rights, privileges, powers, immunities, and franchises of the Company shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of the Company shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation, all in accordance with Section 259 of the DGCL.

Resolution 3: Approval of the Certificate of Merger

RESOLVED, that the Certificate of Merger to be filed with the Secretary of State of the State of Delaware in connection with the Merger, in substantially the form contemplated by the Merger Agreement and in compliance with Section 251(c) of the DGCL, be, and it hereby is, approved in all respects; and further

RESOLVED, that the appropriate officers of the Company are hereby authorized and directed to execute, deliver, and file, or cause to be executed, delivered, and filed, the Certificate of Merger with the Secretary of State of the State of Delaware at such time as the conditions to the closing of the Merger set forth in the Merger Agreement have been satisfied or waived in accordance with the terms thereof, such Certificate of Merger to reference VeloPay Systems, Inc. (Delaware File Number 5748392) and Harrowgate Velocity Merger Sub Inc. (Delaware File Number 7291034); and further

RESOLVED, that the Effective Time of the Merger shall be such date and time as is specified in the Certificate of Merger, in accordance with the terms of the Merger Agreement and Section 251(c) of the DGCL.

Resolution 4: Approval of Ancillary Transaction Documents

RESOLVED, that the execution and delivery by the Company, and the performance by the Company of its obligations under, each of the ancillary agreements, instruments, and documents to which the Company is or will be a party in connection with the Merger, including without limitation:

(a) the Disclosure Schedules to the Merger Agreement (including, without limitation, the Buyer's Schedules delivered by HPE Fund IV and the Company);

(b) the Escrow Agreement by and among HPE Fund IV, VeloPay (or the Surviving Corporation), the stockholder representative, and Garrison Trust Company, a national trust company, acting as escrow agent;

(c) the Paying Agent Agreement by and between VeloPay (or the Surviving Corporation), the stockholder representative, and Keystone Pacific Transfer Services Inc., acting as paying agent;

(d) any and all other ancillary documents, instruments, certificates, agreements, or writings contemplated by the Merger Agreement or otherwise necessary or desirable in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement to which the Company is or will be a party;

be, and they hereby are, approved in all respects, with such changes, modifications, or amendments thereto as the officer or authorized representative executing the same may approve, such approval to be conclusively evidenced by such person's execution and delivery thereof.

Resolution 5: Authorization of Officers to Execute and Deliver Documents

RESOLVED, that each of the officers of the Company, and each authorized representative of HPE Fund IV or Harrowgate Capital Management IV LLC acting on behalf of the Company in accordance with the Company's organizational documents and applicable law, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to:

(a) execute and deliver the Merger Agreement, the Certificate of Merger, and each of the ancillary Transaction Documents to which the Company is or will be a party, together with any and all amendments, modifications, supplements, restatements, or waivers thereto;

(b) execute and deliver any and all other documents, agreements, instruments, certificates (including, without limitation, officer's certificates, secretary's certificates, and certificates of good standing), and other writings, whether or not specifically referenced herein, as may be required or contemplated by the Merger Agreement, the Transaction Documents, or any of the transactions contemplated thereby;

(c) pay or cause to be paid all fees, costs, expenses, and disbursements in connection with the foregoing, including without limitation legal fees, advisory fees, filing fees, transfer taxes, and other transaction expenses;

(d) take or cause to be taken any and all such further actions as such officer or authorized representative may deem necessary, appropriate, or advisable to carry out the intent and purpose of these resolutions and to consummate and make effective the transactions contemplated by the Merger Agreement and the Transaction Documents;

and further RESOLVED, that the execution and delivery of any such document, instrument, agreement, or certificate by any such officer or authorized representative shall be conclusive evidence of such person's authority to act on behalf of the Company and of the approval of the Company with respect to the subject matter thereof.

Resolution 6: Recommendation to Sole Stockholder

RESOLVED, that the Board of Directors of the Company hereby determines that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement and the Transaction Documents are advisable, fair to, and in the best interests of the Company and its sole stockholder, HPE Fund IV; and further

RESOLVED, that the Board of Directors of the Company hereby recommends that HPE Fund IV, as the sole stockholder of the Company, approve and adopt the Merger Agreement and the Merger in accordance with Section 251 of the DGCL; and further

RESOLVED, that the officers of the Company are hereby authorized and directed to solicit such approval by written consent of the sole stockholder pursuant to Section 228 of the DGCL, and to take all actions necessary or appropriate to obtain such written consent as promptly as practicable following the adoption of these resolutions.

Resolution 7: Authorization of Regulatory Filings

RESOLVED, that the officers of the Company, and each authorized representative acting on behalf of the Company, are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, any and all applications, notifications, registrations, reports, submissions, and other filings with any federal, state, local, or foreign governmental or regulatory authority or agency (each, a "Governmental Authority") as may be required or advisable in connection with the Merger and the other transactions contemplated by the Merger Agreement and the Transaction Documents; and further

RESOLVED, that without limiting the generality of the foregoing, such officers and authorized representatives are hereby authorized and directed to take all actions necessary or appropriate to comply with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including the preparation, execution, and filing of any required notifications, reports, or other filings with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, the payment of all applicable filing fees, and the furnishing of any additional information, documents, or materials requested by any Governmental Authority in connection therewith; and further

RESOLVED, that such officers and authorized representatives are further authorized and directed to prepare, execute, and file or cause to be filed any and all applications, notifications, or other submissions required or advisable under applicable state regulatory requirements, foreign antitrust or competition laws, or any other applicable laws, rules, or regulations in connection with the Merger and the transactions contemplated by the Merger Agreement, and to take all actions necessary or appropriate to obtain any required governmental approvals, consents, clearances, or authorizations.

Resolution 8: Amended and Restated Certificate of Incorporation of Surviving Corporation

RESOLVED, that the Amended and Restated Certificate of Incorporation of VeloPay Systems, Inc., as the Surviving Corporation, substantially in the form attached to or contemplated by the Merger Agreement, which shall become effective at the Effective Time of the Merger and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms, the DGCL, and the Merger Agreement, be, and it hereby is, approved in all respects.

Resolution 9: Amended and Restated Bylaws of Surviving Corporation

RESOLVED, that the Amended and Restated Bylaws of VeloPay Systems, Inc., as the Surviving Corporation, substantially in the form attached to or contemplated by the Merger Agreement, which shall become effective at the Effective Time of the Merger and shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the DGCL, and the Merger Agreement, be, and they hereby are, approved in all respects.

Resolution 10: Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any officer, director, authorized representative, agent, or employee of the Company, or any authorized representative of HPE Fund IV or Harrowgate Capital Management IV LLC acting on behalf of the Company, in connection with the organization and incorporation of the Company, the negotiation, preparation, review, and finalization of the Merger Agreement and the Transaction Documents, the engagement of Calderwood & Harkness LLP and any other legal counsel, financial advisors, accountants, consultants, or other professional advisors, and all other matters contemplated by or incidental to the foregoing, be, and they hereby are, ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and further

RESOLVED, that without limiting the generality of the foregoing, all actions taken in connection with the incorporation of the Company on February 24, 2025, the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware, the appointment of Capitol Registered Agents LLC as the registered agent of the Company, the adoption of the Bylaws, the issuance of shares of capital stock to HPE Fund IV, the election of the initial officer or officers, and all related organizational actions, be, and they hereby are, ratified, confirmed, and approved in all respects.

Resolution 11: Omnibus Authorization

RESOLVED, that each officer and authorized representative of the Company be, and each of them hereby is, authorized, empowered, and directed, for and on behalf of the Company, to do and perform, or cause to be done and performed, all such acts, to execute and deliver, or cause to be executed and delivered, all such instruments, agreements, documents, and certificates, and to take or cause to be taken all such further and other actions, as such person may deem necessary, desirable, or appropriate in order to carry out fully the intent and purposes of the foregoing resolutions, it being understood that the foregoing resolutions are to be broadly construed to authorize the Company, through its officers and authorized representatives, to take all such actions as may be necessary or advisable to consummate the transactions contemplated by the Merger Agreement and the Transaction Documents; and further

RESOLVED, that the determination of any officer or authorized representative of the Company that any action taken or document executed by such person is necessary, desirable, or appropriate in connection with the foregoing shall be conclusively evidenced by such person's execution and delivery of such document or the taking of such action.

Resolution 12: Power and Authority to Modify Immaterial Terms

RESOLVED, that any officer or authorized representative of the Company be, and each of them hereby is, authorized to agree, on behalf of the Company, to any modifications, amendments, supplements, or waivers to any of the Transaction Documents, including the Merger Agreement, so long as such modifications, amendments, supplements, or waivers are not, individually or in the aggregate, materially adverse to the Company or HPE Fund IV, without further action of or consent by the Board of Directors; and further

RESOLVED, that the execution by any such officer or authorized representative of any amendment, modification, supplement, or waiver to any Transaction Document shall be conclusive evidence that such officer or authorized representative has determined, in good faith, that such amendment, modification, supplement, or waiver is not materially adverse to the Company or HPE Fund IV.

GENERAL PROVISIONS

Effectiveness. This Written Consent shall be effective as of the date first written above, being March 17, 2025. This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, including DocuSign or other similar platforms), or other electronic transmission in portable document format (.pdf) shall be equally effective as delivery of a manually executed counterpart, and any such signature shall have the same force and effect as an original signature.

Filing with Records. This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained with the corporate books and records of the Company at its principal office, or at such other location as may be designated by the Company, in accordance with Section 141(f) of the DGCL.

Severability. If any provision of this Written Consent or the application thereof shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected thereby and shall continue in full force and effect.

IN WITNESS WHEREOF, the undersigned, being the sole director of Harrowgate Velocity Merger Sub Inc., has executed this Written Consent effective as of the date first set forth above.

SOLE DIRECTOR OF HARROWGATE VELOCITY MERGER SUB INC.

By: ________

Name: Thomas Eriksen

Title: Sole Director

(Partner, Head of Financial Technology, Harrowgate Capital Management IV LLC, acting in his capacity as the sole director of Harrowgate Velocity Merger Sub Inc.)

Date: March 17, 2025

WRITTEN CONSENT OF THE SOLE DIRECTOR
OF
HARROWGATE VELOCITY MERGER SUB INC.
IN LIEU OF A MEETING
Effective as of March 17, 2025
The undersigned, being the sole member of the Board of Directors (the "Board of Directors" or the "Board") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation (the "Company" or "Merger Sub"), hereby takes the following actions and adopts the following resolutions by written consent without a meeting, effective as of March 17, 2025, pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and Article III, Section 3.7 of the Bylaws of the Company, as currently in effect. This written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board of Directors at which a quorum was present and voting, and no prior notice of such action was required.
RECITALS
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, with its Certificate of Incorporation having been filed with the Secretary of State of the State of Delaware on February 24, 2025 (Delaware File Number 7291034; Employer Identification Number 93-1847265), and its registered agent is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801;
WHEREAS, the Company was formed solely for the purpose of effectuating the Merger (as defined below) and has not conducted any business or activities other than those incident to its formation and the transactions contemplated by the Merger Agreement (as defined below) and has no assets or liabilities other than those incidental to its formation and the consummation of the Merger;
WHEREAS, the sole stockholder of the Company is Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or "Parent"), with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801, and the general partner of HPE Fund IV is Harrowgate Capital Management IV LLC, a Delaware limited liability company ("Harrowgate GP");
WHEREAS, HPE Fund IV proposes to acquire all of the outstanding equity interests of VeloPay Systems, Inc., a Delaware corporation ("VeloPay"), with its principal office at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, by means of a reverse triangular merger pursuant to Section 251 of the DGCL (the "Merger"), whereby the Company will merge with and into VeloPay, with VeloPay surviving as the surviving corporation (the "Surviving Corporation") and becoming a wholly-owned subsidiary of HPE Fund IV, and the Company will thereupon cease to exist as a separate corporate entity upon the effective time of the Merger (the "Effective Time");
WHEREAS, the aggregate consideration to be paid in connection with the Merger is One Billion Nine Hundred Million Dollars ($1,900,000,000) in cash (the "Merger Consideration"), representing Twenty Dollars ($20.00) per share on a fully diluted, as-converted basis, calculated on the basis of approximately 95,000,000 fully diluted shares of VeloPay, consisting of approximately 82,400,000 shares of common stock issued and outstanding, approximately 7,600,000 shares of common stock issuable upon the exercise of outstanding stock options, approximately 3,200,000 shares of common stock issuable upon the settlement of outstanding restricted stock units, and approximately 1,800,000 shares of common stock issuable upon the exercise of outstanding warrants, all as more fully set forth in the Merger Agreement;
WHEREAS, the Merger Consideration will be financed through a combination of (i) an equity contribution by HPE Fund IV in the amount of One Billion One Hundred Forty Million Dollars ($1,140,000,000), representing approximately sixty percent (60%) of the aggregate Merger Consideration, (ii) a Five Hundred Million Dollar ($500,000,000) senior secured term loan facility to be arranged by Tralvendo National Bank (the "Term Loan Facility"), and (iii) a Two Hundred Sixty Million Dollar ($260,000,000) senior secured revolving credit facility to be arranged by Prairie State Bank, N.A. (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Debt Financing");
WHEREAS, in connection with the Merger, it is proposed that HPE Fund IV, the Company, and VeloPay enter into that certain Agreement and Plan of Merger (together with all exhibits, schedules, and annexes thereto, as the same may be amended, modified, restated, or supplemented from time to time, the "Merger Agreement"), substantially in the form that has been presented to and reviewed by the undersigned sole director (a copy of which has been attached hereto or has been previously provided to the undersigned sole director);
WHEREAS, in connection with the Merger and as contemplated by the Merger Agreement, the parties thereto and certain of their respective affiliates propose to enter into certain ancillary agreements, instruments, and documents, including without limitation: (i) the Stockholder Support Agreement, to be entered into by certain stockholders of VeloPay in favor of HPE Fund IV and the Company; (ii) the Equity Commitment Letter, pursuant to which HPE Fund IV has committed to fund the equity portion of the Merger Consideration; (iii) the Limited Guarantee, pursuant to which Harrowgate GP has guaranteed certain obligations of HPE Fund IV and the Company under the Merger Agreement; (iv) the Escrow Agreement, to be entered into among HPE Fund IV, VeloPay (or the Surviving Corporation), the stockholder representative, and Garrison Trust Company, as escrow agent; (v) the Paying Agent Agreement, to be entered into with Keystone Pacific Transfer Services Inc., as paying agent; (vi) the Rollover Agreement, to be entered into by certain equity holders of VeloPay electing to receive rollover equity interests in HPE Fund IV or a designated holding entity; (vii) the Non-Competition and Non-Solicitation Agreements, to be entered into by certain key employees and executives of VeloPay; and (viii) such other ancillary documents, instruments, certificates, and agreements as may be contemplated by or necessary to consummate the transactions set forth in the Merger Agreement (collectively with the Merger Agreement, the "Transaction Documents");
WHEREAS, the Company's legal counsel, Calderwood & Harkness LLP, located at 787 Seventh Avenue, 38th Floor, New York, New York 10019 (Matter Number 1003-00003), has advised the undersigned sole director regarding the terms and conditions of the Merger Agreement, the Transaction Documents, and the transactions contemplated thereby, including without limitation the legal, structural, and regulatory aspects of the proposed Merger;
WHEREAS, the undersigned sole director has reviewed the Merger Agreement and the other Transaction Documents and has considered the terms and conditions thereof, and has determined that it is in the best interests of the Company and its sole stockholder, HPE Fund IV, to approve the Merger Agreement, the Merger, and the other Transaction Documents and the transactions contemplated thereby;
NOW, THEREFORE, the undersigned sole director, constituting the entire Board of Directors of the Company, hereby adopts the following resolutions:
RESOLUTIONS
Resolution 1: Approval of the Merger Agreement
RESOLVED, that the Agreement and Plan of Merger, substantially in the form presented to and reviewed by the undersigned sole director, by and among HPE Fund IV, the Company, and VeloPay, together with all exhibits, schedules, and annexes thereto (the "Merger Agreement"), be, and it hereby is, approved and adopted in all respects; and further
RESOLVED, that the Company be, and it hereby is, authorized to enter into and become a party to the Merger Agreement, and to assume and perform all of the obligations of the Company thereunder, in accordance with the terms and conditions set forth therein.
Resolution 2: Approval of the Merger
RESOLVED, that the merger of the Company with and into VeloPay, a Delaware corporation, pursuant to Section 251 of the DGCL, on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"), be, and it hereby is, approved and adopted in all respects; and further
RESOLVED, that VeloPay shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall continue its corporate existence as a corporation duly organized and existing under the laws of the State of Delaware and as a wholly-owned subsidiary of HPE Fund IV following the Effective Time; and further
RESOLVED, that the separate corporate existence of the Company shall cease at the Effective Time, and all of the rights, privileges, powers, immunities, and franchises of the Company shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of the Company shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation, all in accordance with Section 259 of the DGCL.
Resolution 3: Approval of the Certificate of Merger
RESOLVED, that the Certificate of Merger to be filed with the Secretary of State of the State of Delaware in connection with the Merger, in substantially the form contemplated by the Merger Agreement and in compliance with Section 251(c) of the DGCL, be, and it hereby is, approved in all respects; and further
RESOLVED, that the appropriate officers of the Company are hereby authorized and directed to execute, deliver, and file, or cause to be executed, delivered, and filed, the Certificate of Merger with the Secretary of State of the State of Delaware at such time as the conditions to the closing of the Merger set forth in the Merger Agreement have been satisfied or waived in accordance with the terms thereof, such Certificate of Merger to reference VeloPay Systems, Inc. (Delaware File Number 5748392) and Harrowgate Velocity Merger Sub Inc. (Delaware File Number 7291034); and further
RESOLVED, that the Effective Time of the Merger shall be such date and time as is specified in the Certificate of Merger, in accordance with the terms of the Merger Agreement and Section 251(c) of the DGCL.
Resolution 4: Approval of Ancillary Transaction Documents
RESOLVED, that the execution and delivery by the Company, and the performance by the Company of its obligations under, each of the ancillary agreements, instruments, and documents to which the Company is or will be a party in connection with the Merger, including without limitation:
(a) the Disclosure Schedules to the Merger Agreement (including, without limitation, the Buyer's Schedules delivered by HPE Fund IV and the Company);
(b) the Escrow Agreement by and among HPE Fund IV, VeloPay (or the Surviving Corporation), the stockholder representative, and Garrison Trust Company, a national trust company, acting as escrow agent;
(c) the Paying Agent Agreement by and between VeloPay (or the Surviving Corporation), the stockholder representative, and Keystone Pacific Transfer Services Inc., acting as paying agent;
(d) any and all other ancillary documents, instruments, certificates, agreements, or writings contemplated by the Merger Agreement or otherwise necessary or desirable in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement to which the Company is or will be a party;
be, and they hereby are, approved in all respects, with such changes, modifications, or amendments thereto as the officer or authorized representative executing the same may approve, such approval to be conclusively evidenced by such person's execution and delivery thereof.
Resolution 5: Authorization of Officers to Execute and Deliver Documents
RESOLVED, that each of the officers of the Company, and each authorized representative of HPE Fund IV or Harrowgate Capital Management IV LLC acting on behalf of the Company in accordance with the Company's organizational documents and applicable law, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to:
(a) execute and deliver the Merger Agreement, the Certificate of Merger, and each of the ancillary Transaction Documents to which the Company is or will be a party, together with any and all amendments, modifications, supplements, restatements, or waivers thereto;
(b) execute and deliver any and all other documents, agreements, instruments, certificates (including, without limitation, officer's certificates, secretary's certificates, and certificates of good standing), and other writings, whether or not specifically referenced herein, as may be required or contemplated by the Merger Agreement, the Transaction Documents, or any of the transactions contemplated thereby;
(c) pay or cause to be paid all fees, costs, expenses, and disbursements in connection with the foregoing, including without limitation legal fees, advisory fees, filing fees, transfer taxes, and other transaction expenses;
(d) take or cause to be taken any and all such further actions as such officer or authorized representative may deem necessary, appropriate, or advisable to carry out the intent and purpose of these resolutions and to consummate and make effective the transactions contemplated by the Merger Agreement and the Transaction Documents;
and further RESOLVED, that the execution and delivery of any such document, instrument, agreement, or certificate by any such officer or authorized representative shall be conclusive evidence of such person's authority to act on behalf of the Company and of the approval of the Company with respect to the subject matter thereof.
Resolution 6: Recommendation to Sole Stockholder
RESOLVED, that the Board of Directors of the Company hereby determines that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement and the Transaction Documents are advisable, fair to, and in the best interests of the Company and its sole stockholder, HPE Fund IV; and further
RESOLVED, that the Board of Directors of the Company hereby recommends that HPE Fund IV, as the sole stockholder of the Company, approve and adopt the Merger Agreement and the Merger in accordance with Section 251 of the DGCL; and further
RESOLVED, that the officers of the Company are hereby authorized and directed to solicit such approval by written consent of the sole stockholder pursuant to Section 228 of the DGCL, and to take all actions necessary or appropriate to obtain such written consent as promptly as practicable following the adoption of these resolutions.
Resolution 7: Authorization of Regulatory Filings
RESOLVED, that the officers of the Company, and each authorized representative acting on behalf of the Company, are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, any and all applications, notifications, registrations, reports, submissions, and other filings with any federal, state, local, or foreign governmental or regulatory authority or agency (each, a "Governmental Authority") as may be required or advisable in connection with the Merger and the other transactions contemplated by the Merger Agreement and the Transaction Documents; and further
RESOLVED, that without limiting the generality of the foregoing, such officers and authorized representatives are hereby authorized and directed to take all actions necessary or appropriate to comply with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including the preparation, execution, and filing of any required notifications, reports, or other filings with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, the payment of all applicable filing fees, and the furnishing of any additional information, documents, or materials requested by any Governmental Authority in connection therewith; and further
RESOLVED, that such officers and authorized representatives are further authorized and directed to prepare, execute, and file or cause to be filed any and all applications, notifications, or other submissions required or advisable under applicable state regulatory requirements, foreign antitrust or competition laws, or any other applicable laws, rules, or regulations in connection with the Merger and the transactions contemplated by the Merger Agreement, and to take all actions necessary or appropriate to obtain any required governmental approvals, consents, clearances, or authorizations.
Resolution 8: Amended and Restated Certificate of Incorporation of Surviving Corporation
RESOLVED, that the Amended and Restated Certificate of Incorporation of VeloPay Systems, Inc., as the Surviving Corporation, substantially in the form attached to or contemplated by the Merger Agreement, which shall become effective at the Effective Time of the Merger and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms, the DGCL, and the Merger Agreement, be, and it hereby is, approved in all respects.
Resolution 9: Amended and Restated Bylaws of Surviving Corporation
RESOLVED, that the Amended and Restated Bylaws of VeloPay Systems, Inc., as the Surviving Corporation, substantially in the form attached to or contemplated by the Merger Agreement, which shall become effective at the Effective Time of the Merger and shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the DGCL, and the Merger Agreement, be, and they hereby are, approved in all respects.
Resolution 10: Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any officer, director, authorized representative, agent, or employee of the Company, or any authorized representative of HPE Fund IV or Harrowgate Capital Management IV LLC acting on behalf of the Company, in connection with the organization and incorporation of the Company, the negotiation, preparation, review, and finalization of the Merger Agreement and the Transaction Documents, the engagement of Calderwood & Harkness LLP and any other legal counsel, financial advisors, accountants, consultants, or other professional advisors, and all other matters contemplated by or incidental to the foregoing, be, and they hereby are, ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and further
RESOLVED, that without limiting the generality of the foregoing, all actions taken in connection with the incorporation of the Company on February 24, 2025, the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware, the appointment of Capitol Registered Agents LLC as the registered agent of the Company, the adoption of the Bylaws, the issuance of shares of capital stock to HPE Fund IV, the election of the initial officer or officers, and all related organizational actions, be, and they hereby are, ratified, confirmed, and approved in all respects.
Resolution 11: Omnibus Authorization
RESOLVED, that each officer and authorized representative of the Company be, and each of them hereby is, authorized, empowered, and directed, for and on behalf of the Company, to do and perform, or cause to be done and performed, all such acts, to execute and deliver, or cause to be executed and delivered, all such instruments, agreements, documents, and certificates, and to take or cause to be taken all such further and other actions, as such person may deem necessary, desirable, or appropriate in order to carry out fully the intent and purposes of the foregoing resolutions, it being understood that the foregoing resolutions are to be broadly construed to authorize the Company, through its officers and authorized representatives, to take all such actions as may be necessary or advisable to consummate the transactions contemplated by the Merger Agreement and the Transaction Documents; and further
RESOLVED, that the determination of any officer or authorized representative of the Company that any action taken or document executed by such person is necessary, desirable, or appropriate in connection with the foregoing shall be conclusively evidenced by such person's execution and delivery of such document or the taking of such action.
Resolution 12: Power and Authority to Modify Immaterial Terms
RESOLVED, that any officer or authorized representative of the Company be, and each of them hereby is, authorized to agree, on behalf of the Company, to any modifications, amendments, supplements, or waivers to any of the Transaction Documents, including the Merger Agreement, so long as such modifications, amendments, supplements, or waivers are not, individually or in the aggregate, materially adverse to the Company or HPE Fund IV, without further action of or consent by the Board of Directors; and further
RESOLVED, that the execution by any such officer or authorized representative of any amendment, modification, supplement, or waiver to any Transaction Document shall be conclusive evidence that such officer or authorized representative has determined, in good faith, that such amendment, modification, supplement, or waiver is not materially adverse to the Company or HPE Fund IV.
GENERAL PROVISIONS
Effectiveness. This Written Consent shall be effective as of the date first written above, being March 17, 2025. This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, including DocuSign or other similar platforms), or other electronic transmission in portable document format (.pdf) shall be equally effective as delivery of a manually executed counterpart, and any such signature shall have the same force and effect as an original signature.
Filing with Records. This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained with the corporate books and records of the Company at its principal office, or at such other location as may be designated by the Company, in accordance with Section 141(f) of the DGCL.
Severability. If any provision of this Written Consent or the application thereof shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected thereby and shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned, being the sole director of Harrowgate Velocity Merger Sub Inc., has executed this Written Consent effective as of the date first set forth above.
SOLE DIRECTOR OF HARROWGATE VELOCITY MERGER SUB INC.
By: ________
Name: Thomas Eriksen
Title: Sole Director
(Partner, Head of Financial Technology, Harrowgate Capital Management IV LLC, acting in his capacity as the sole director of Harrowgate Velocity Merger Sub Inc.)
Date: March 17, 2025

WRITTEN CONSENT OF THE SOLE DIRECTOR

HARROWGATE VELOCITY MERGER SUB INC.

IN LIEU OF A MEETING

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SOLE DIRECTOR OF HARROWGATE VELOCITY MERGER SUB INC.

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