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AMENDED AND RESTATED BYLAWS

VELOPAY SYSTEMS, INC.

(a Delaware Corporation)

Adopted effective as of July 22, 2025, at the Effective Time of the Merger pursuant to 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.

These Amended and Restated Bylaws (these "Bylaws") of VeloPay Systems, Inc., a Delaware corporation (the "Corporation"), supersede and replace in their entirety all prior bylaws of VeloPay Systems, Inc. heretofore in effect. These Bylaws are adopted as of the Effective Time of the merger (the "Merger") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Harrowgate"), with and into the Corporation, with the Corporation surviving the Merger as the surviving corporation (the "Surviving Corporation") in a reverse triangular merger consummated under Section 251 of the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), pursuant to 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. (the "Merger Agreement").

The Corporation's Employer Identification Number (EIN) is 82-3019478. The Corporation's Delaware File Number is 5748392. The principal office of the Corporation is located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.

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ARTICLE I — OFFICES

Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be located at such place as may be designated in the Corporation's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on July 22, 2025, or as otherwise determined from time to time by resolution of the Board of Directors in compliance with applicable provisions of the DGCL. The Corporation is incorporated in the State of Delaware. Registered agent services shall be maintained through Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent as the Board of Directors may from time to time designate in accordance with applicable law. The Board of Directors is hereby authorized to change the registered office and registered agent of the Corporation in the State of Delaware by filing the appropriate statement with the Secretary of State of Delaware as required by the DGCL.

Section 1.2 — Principal Office. The principal office of the Corporation shall be at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, or at such other place within or without the State of Delaware as the Board of Directors may from time to time designate by resolution. The Board of Directors shall have the authority to relocate the principal office of the Corporation at any time and from time to time in its sole discretion, and no amendment to these Bylaws shall be required in connection with any such relocation.

Section 1.3 — Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. Without limiting the generality of the foregoing, the Corporation currently maintains additional operational locations in Denver, Colorado, and, through its subsidiaries, in Toronto, Ontario, Canada, and Lisbon, Portugal. The establishment, relocation, or closing of any such offices shall be determined by the Board of Directors or by such officers as the Board of Directors may authorize for such purpose.

ARTICLE II — STOCKHOLDERS

Section 2.1 — Place of Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. In the absence of any such designation, meetings of stockholders shall be held at the principal office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the DGCL. If the Board of Directors authorizes participation by remote communication, the notice of the meeting shall specify the means of remote communication, including, if applicable, the electronic platform, dial-in information, and any applicable passwords or access codes, through which stockholders and proxyholders may be deemed present in person and vote at such meeting.

Section 2.2 — Annual Meeting. An annual meeting of stockholders shall be held at such date, time, and place (if any) as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, stockholders shall elect directors to serve on the Board of Directors and shall transact such other business as may properly be brought before the meeting in accordance with these Bylaws and applicable law. The failure to hold an annual meeting at the time or on the date determined pursuant to these Bylaws shall not affect the validity of any corporate action or work an automatic dissolution of the Corporation.

Section 2.3 — Special Meetings. Special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time only by (a) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board (as defined herein, the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships), or (b) the sole stockholder of the Corporation (currently Harrowgate Private Equity Fund IV LP). No other person or persons shall be permitted to call a special meeting of stockholders of the Corporation. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of such meeting. The ability of the Board of Directors to call a special meeting shall not be restricted by any other provision of these Bylaws.

Section 2.4 — Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the place (if any), date, and hour of the meeting, the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for the determination of stockholders entitled to notice of such meeting. Notice may be given by mail, by depositing the same in a post office or letter box in a postpaid sealed wrapper addressed to the stockholder at such stockholder's address as it appears on the records of the Corporation, by electronic transmission, or by any other means permitted under the DGCL, including Section 232 thereof. Notice by mail shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Notice by electronic transmission shall be deemed given in accordance with Section 232 of the DGCL. If mailed, such notice shall be sent by first-class mail or by a nationally recognized overnight courier service.

Section 2.5 — Quorum. Except as otherwise provided by the DGCL or the Amended and Restated Certificate of Incorporation of the Corporation, the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. If a quorum is not present at any meeting of stockholders, the chairperson of the meeting or the holders of a majority of the shares present in person or represented by proxy at the meeting may adjourn the meeting from time to time to another time and/or place, without notice other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, the quorum is not broken by the subsequent withdrawal of any stockholder.

Section 2.6 — Voting. Unless otherwise provided in the Amended and Restated Certificate of Incorporation or required by applicable law, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder on the record date for the determination of stockholders entitled to vote at such meeting. Unless otherwise required by law, the Amended and Restated Certificate of Incorporation, or these Bylaws, any matter (other than the election of directors) brought before any meeting of stockholders at which a quorum is present shall be decided by the affirmative vote of the majority of shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on such matter. Directors shall be elected by a plurality of the votes cast at any meeting of stockholders at which a quorum is present. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in such election. As the Corporation is now a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, the sole stockholder may act by written consent in lieu of a meeting pursuant to Section 228 of the DGCL and Section 2.7 of these Bylaws.

Section 2.7 — Action by Written Consent. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted, and such written consent is delivered to the Corporation in accordance with Section 228 of the DGCL. A written consent shall bear the date of signature of each stockholder or beneficial owner who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days (or such shorter period as the Amended and Restated Certificate of Incorporation may prescribe) of the earliest dated consent delivered to the Corporation in the manner required by this Section, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the minute book. Given the Corporation's status as a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, action by written consent of the sole stockholder is anticipated to be the primary mechanism for stockholder action.

Section 2.8 — Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such proxy must be filed with the Secretary of the Corporation before or at the time of the meeting or, if action is taken by written consent, at the time the consent is delivered to the Corporation. A proxy shall be in writing, shall be executed by the stockholder or the stockholder's authorized officer, director, employee, or agent, and shall comply with the requirements of Section 212 of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.9 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, and (b) in the case of determination of stockholders entitled to receive payment of any dividend or other distribution or to exercise any rights, shall not be more than sixty (60) days prior to such action. If no record date is fixed by the Board of Directors, then the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining stockholders for any other purpose shall be determined in accordance with Section 213 of the DGCL.

Section 2.10 — Inspectors of Election. The Board of Directors, in advance of any meeting of stockholders, may, and to the extent required by the DGCL shall, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, or if any inspector previously appointed fails to appear or fails or refuses to act, the chairperson of the meeting may, and to the extent required by the DGCL shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of such inspector's ability. The inspector or inspectors shall perform such duties as are required by Section 231 of the DGCL, including the determination of the number of shares outstanding and the voting power of each share, the number of shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, the ascertainment of the results of all votes and ballots, and the certification of results.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or the Amended and Restated Certificate of Incorporation. The Board of Directors shall have all powers necessary or convenient to manage the business and affairs of the Corporation, including, without limitation, the power to make, alter, amend, and repeal these Bylaws (subject to the limitations set forth in Article VIII hereof), to fix the compensation of directors, to declare dividends and other distributions, and to authorize the issuance of shares of the Corporation's capital stock. In exercising their powers and discharging their duties, directors shall act in accordance with their fiduciary duties under the DGCL.

Section 3.2 — Number, Election, and Term. The total number of directors constituting the Whole Board shall be fixed from time to time exclusively by resolution adopted by the sole stockholder or the Board of Directors, subject to any requirements or restrictions set forth in the Amended and Restated Certificate of Incorporation. The initial Board of Directors of the Surviving Corporation following the Effective Time of the Merger shall consist of such directors as designated by Harrowgate Private Equity Fund IV LP as sole stockholder in accordance with the Merger Agreement. Directors need not be stockholders of the Corporation or residents of the State of Delaware. At each annual meeting of stockholders, or by action of the sole stockholder by written consent, directors shall be elected to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. If for any reason directors are not elected at an annual meeting or by written consent, they may be elected at a special meeting of stockholders called for that purpose.

Section 3.3 — Vacancies and Newly Created Directorships. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, vacancies occurring on the Board of Directors for any reason (including by reason of death, resignation, disqualification, removal, or an increase in the number of directors) and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, even though less than a quorum, or by the sole remaining director, or by the sole stockholder. A director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred (or, if the Board is not classified, until the next annual meeting of stockholders) and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.4 — Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of directors, which currently means by action of the sole stockholder, Harrowgate Private Equity Fund IV LP. Such removal may be effected at any special meeting of stockholders called for such purpose, at any annual meeting, or by the written consent of the sole stockholder in accordance with these Bylaws and the DGCL.

Section 3.5 — Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places, within or without the State of Delaware, as shall be determined from time to time by resolution of the Board of Directors. A regular meeting of the Board of Directors may be held without notice immediately following the annual meeting of stockholders at the same place at which such meeting is held. Notice of regular meetings shall not be required if the time and place of such meetings have been fixed by the Board of Directors by standing resolution; provided, however, that whenever the time or place of regular meetings is changed, notice of such change shall be given to each director in the manner provided in Section 3.6 of these Bylaws for the giving of notice of special meetings.

Section 3.6 — Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, or by any two (2) directors then in office. Special meetings may be held at such place, within or without the State of Delaware, as shall be designated in the notice of the meeting. Notice of each special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the time of the meeting if such notice is given by telephone, facsimile, electronic transmission, or personal delivery, or at least forty-eight (48) hours before the time of the meeting if such notice is given by depositing the same in the United States mail, postage prepaid, directed to the director at such director's address as it appears on the records of the Corporation. Such notice need not specify the business to be transacted at, or the purpose or purposes of, such special meeting, except as otherwise required by law, the Amended and Restated Certificate of Incorporation, or these Bylaws.

Section 3.7 — Quorum and Voting. At all meetings of the Board of Directors, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by the DGCL, the Amended and Restated Certificate of Incorporation, or these Bylaws. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.

Section 3.8 — Action by Written Consent. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee, in accordance with Section 141(f) of the DGCL. Such filing shall be in paper form if the minutes are maintained in paper form, and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made, and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time.

Section 3.9 — Telephonic and Electronic Participation. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting, pursuant to Section 141(i) of the DGCL. Minutes of any such meeting conducted by conference telephone or other communications equipment shall be prepared in the same manner as minutes of an in-person meeting.

Section 3.10 — Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she, or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board of Directors shall have and may exercise such powers and authority of the Board of Directors as shall be provided in the resolution of the Board of Directors establishing such committee, subject to the limitations set forth in Section 141(c)(2) of the DGCL. Without limiting the generality of the foregoing, committees may include an Audit Committee, a Compensation Committee, and such other committees as the Board of Directors may determine to be necessary or appropriate. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors when required. The designation of any such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law or by these Bylaws.

Section 3.11 — Compensation of Directors. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors for their services as directors, including, without limitation, fees for attendance at meetings of the Board of Directors and meetings of committees of the Board of Directors, and reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at such meetings or otherwise incurred in the performance of their duties as directors. Directors may also receive compensation in the form of equity awards, restricted stock units, options, or other forms of equity-based compensation, as determined by the Board of Directors or a committee thereof. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity, including as an officer, employee, agent, or consultant, and receiving compensation therefor.

Section 3.12 — Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board from among its members, who shall preside at all meetings of the Board of Directors and at all meetings of stockholders at which the Chairperson is present. The Chairperson of the Board shall have such other powers and perform such other duties as may from time to time be assigned by the Board of Directors. The Chairperson of the Board need not be an officer of the Corporation unless so designated by the Board of Directors. In the event that the Board of Directors does not elect a Chairperson, or in the event of the absence of the Chairperson, the duties of the Chairperson shall be performed by the Chief Executive Officer or, in the absence of the Chief Executive Officer, by such other director as the Board of Directors may designate.

ARTICLE IV — OFFICERS

Section 4.1 — Officers Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, and a Treasurer (who may also be designated as the Chief Financial Officer), and may include one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, and such other officers as the Board of Directors may from time to time appoint or elect. Any number of offices may be held by the same person, unless the Amended and Restated Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be directors of the Corporation or stockholders of the Corporation.

Section 4.2 — Election and Term of Office. The officers of the Corporation shall be elected or appointed by the Board of Directors at such time and in such manner as the Board of Directors shall determine. Each officer shall hold office until such officer's successor is duly elected or appointed and qualified, or until such officer's earlier death, resignation, or removal from office. The Board of Directors may from time to time create additional offices and elect or appoint additional officers as it deems necessary or desirable for the proper conduct of the Corporation's business. Election or appointment of an officer shall not of itself create any contractual rights in favor of such officer.

Section 4.3 — Removal and Resignation. Any officer of the Corporation may be removed from office by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Any officer may resign at any time by giving written notice of such resignation to the Corporation, addressed to the Board of Directors, the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Unless otherwise specified in such notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of a resignation shall not be necessary to make it effective, unless the resignation is tendered subject to such acceptance.

Section 4.4 — Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors for the unexpired portion of the term of such office. The Board of Directors may leave any office vacant for such period as it may determine.

Section 4.5 — Chief Executive Officer. The Chief Executive Officer shall, subject to the control and direction of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairperson of the Board, or if no Chairperson of the Board has been appointed, shall preside at all meetings of the Board of Directors. The Chief Executive Officer shall have the general powers and duties of management usually vested in the chief executive officer of a corporation organized under the laws of the State of Delaware, including, without limitation, the power to execute bonds, mortgages, contracts, and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or as may be provided in these Bylaws.

Section 4.6 — President. The President shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or as may be provided in these Bylaws. In the absence of the Chief Executive Officer, or in the event of the Chief Executive Officer's inability or refusal to act, the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President may execute bonds, mortgages, contracts, and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 4.7 — Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, or the President may from time to time prescribe. In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, in the order of their election) shall perform the duties and exercise the powers of the President.

Section 4.8 — Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and shall record all votes and the minutes of all proceedings in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Bylaws and as required by law, and shall perform like duties for the committees of the Board of Directors when required. The Secretary shall be custodian of the corporate records, the stock ledger (which may be kept by the Secretary directly or by a transfer agent designated by the Board of Directors), and the corporate seal (if any) of the Corporation, and shall see that the corporate seal (if any) is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The Secretary shall have authority to certify copies of these Bylaws, resolutions of the Board of Directors and committees thereof, and other documents of the Corporation as true and correct copies thereof. The Secretary shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.

Section 4.9 — Treasurer / Chief Financial Officer. The Treasurer (or Chief Financial Officer, as designated by the Board of Directors) shall have custody of the corporate funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors and the Chief Executive Officer, at regular meetings of the Board of Directors or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.

Section 4.10 — Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall have such duties as may from time to time be delegated to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, the Chief Executive Officer, or the President. In the absence of the Secretary or the Treasurer (as applicable), or in the event of the Secretary's or Treasurer's inability or refusal to act, the Assistant Secretary or Assistant Treasurer (as applicable) shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.

Section 4.11 — Compensation of Officers. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors or by a committee thereof duly authorized to fix such compensation. No officer shall be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

ARTICLE V — CAPITAL STOCK

Section 5.1 — Certificates; Uncertificated Shares. The shares of the Corporation's capital stock may be represented by certificates or may be uncertificated, as determined by resolution of the Board of Directors. If shares are represented by certificates, each certificate shall be in such form as shall be determined by the Board of Directors and shall be signed by, or in the name of the Corporation by, the Chairperson of the Board, the Chief Executive Officer, the President, or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on such certificates may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state on the face thereof the holder's name, the number and class of shares, the par value of such shares or a statement that such shares are without par value, and such other matters as may be required by law. If shares are uncertificated, within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by the DGCL or, to the extent permitted by the DGCL, such information as the Corporation may determine. Following the Effective Time of the Merger, the Corporation is wholly owned by Harrowgate Private Equity Fund IV LP, and shares may be issued and maintained in uncertificated form as determined by the Board of Directors.

Section 5.2 — Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation that is claimed to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such loss, theft, or destruction. When authorizing the issuance of a new certificate or uncertificated shares in lieu thereof, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed, or the issuance of such new certificate or uncertificated shares.

Section 5.3 — Transfer of Stock. Transfers of shares of the Corporation's capital stock shall be made only upon the books of the Corporation by the holder of record thereof, or by such holder's attorney duly authorized in writing, and, in the case of certificated shares, upon surrender of the certificate or certificates for such shares to the Corporation or its transfer agent, properly endorsed or accompanied by a duly executed stock power or other proper instrument of transfer. The Corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. The Corporation may appoint one or more transfer agents and one or more registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and any such registrar of transfers. Keystone Pacific Transfer Services Inc. previously served as transfer agent in connection with the Merger, and the Board of Directors may designate a transfer agent as appropriate for the ongoing needs of the Corporation.

Section 5.4 — Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock to receive dividends and other distributions, to vote as such owner, and to exercise all rights of a stockholder for all other purposes, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly otherwise provided by the DGCL.

Section 5.5 — Record Date. The provisions of Section 2.9 of these Bylaws shall govern the fixing of record dates for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders, entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action.

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 — Right to 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 (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (an "Indemnified Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or, while serving as 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, partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans maintained or sponsored by the Corporation or any of its subsidiaries. Such indemnification shall cover all liability and loss suffered and all expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any other expenses) reasonably incurred by such Indemnified Person in connection with such Proceeding. Notwithstanding the foregoing, except as provided in Section 6.3 of these Bylaws, the Corporation shall not be obligated to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person unless such Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a current or former director or officer of the Corporation in defending, participating in (as a witness or otherwise), or investigating any Proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by such Indemnified Person in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (an "Undertaking") by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VI or otherwise. The Corporation may, by action of the Board of Directors, provide advancement of expenses to employees and agents of the Corporation and its subsidiaries on such terms and conditions as the Board may deem appropriate. The rights conferred by this Section 6.2 are contractual rights and shall continue as to an Indemnified Person who has ceased to be a director or officer and shall inure to the benefit of such Indemnified Person's heirs, executors, and administrators.

Section 6.3 — Claims. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, or within twenty (20) days in the case of a claim for advancement of expenses, the Indemnified Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of such claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an Undertaking, the Indemnified Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law. Neither the failure of the Corporation (including its directors who are not parties to such Proceeding, a committee of such directors, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnified Person is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such Proceeding, a committee of such directors, independent legal counsel, or the stockholders) that the Indemnified Person has not met such applicable standard of conduct, shall create a presumption that the Indemnified Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnified Person, be a defense to such suit.

Section 6.4 — Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, these Bylaws, agreement (including, without limitation, the directors' and officers' tail insurance policy obtained from Continental Shield Insurance Company, Policy No. CSI-DOT-2025-4821, covering pre-Closing directors and officers for a six-year tail period from the Closing Date, and any indemnification agreements entered into by the Corporation or its predecessors), vote of stockholders or disinterested directors, or otherwise. The Corporation's obligation to provide indemnification to directors and officers is consistent with, and intended to satisfy, the obligations under the applicable sections of the Merger Agreement dated March 18, 2025, and this Article VI shall be interpreted and administered in a manner consistent with such obligations.

Section 6.5 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. In furtherance of the foregoing, and in accordance with the Merger Agreement, a directors' and officers' liability insurance tail policy (the "D&O Tail Policy") has been obtained from Continental Shield Insurance Company (Policy No. CSI-DOT-2025-4821) through Greystone Risk Advisors LLC, with a six-year tail period commencing on the Closing Date of July 22, 2025, at a premium of Two Million One Hundred Fifty Thousand Dollars ($2,150,000), covering the pre-Closing directors and officers of VeloPay Systems, Inc., including Nathan Aldridge, Sonia Reyes-Watkins, Marcus Langford, Danielle Moreau, Janet Gould, Kwame Asante, Catherine Lindström, and Philip Rosenthal (collectively, the "Pre-Closing Indemnitees"). The Corporation shall maintain such D&O Tail Policy in full force and effect and shall not take any action to diminish or cancel such policy during the six-year tail period without the prior written consent of the affected Pre-Closing Indemnitees.

Section 6.6 — Other Indemnification. The Corporation's obligations to provide indemnification and advancement of expenses to any Indemnified Person who was a director or officer of VeloPay Systems, Inc. at any time prior to the Effective Time of the Merger shall not be eliminated, diminished, or otherwise adversely modified. Without limiting the generality of the foregoing, the provisions of this Article VI shall not be amended, repealed, or otherwise modified in any manner that would adversely affect the rights of any Pre-Closing Indemnitee or any other person who was a director or officer of the Corporation prior to the Effective Time, for a period of six (6) years following the Effective Time (i.e., through July 22, 2031), in each case consistent with the obligations of the Corporation and Harrowgate Private Equity Fund IV LP under the Merger Agreement dated March 18, 2025. Any Indemnified Person who was a director or officer prior to the Effective Time shall be a third-party beneficiary of the provisions of this Section 6.6.

Section 6.7 — Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or any of its subsidiaries to the fullest extent of the provisions of this Article VI as permitted by applicable law, or to any lesser extent as the Board of Directors may determine in its discretion.

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation and applicable law (including the provisions of the DGCL relating to the declaration and payment of dividends), may be declared by the Board of Directors at any regular or special meeting of the Board. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, as determined by the Board of Directors. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, may deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Notwithstanding the foregoing, any declaration or payment of dividends shall be subject to the terms and restrictions of the Senior Secured Credit Agreement dated July 22, 2025, among VeloPay Systems, Inc. (as Borrower), HPE Fund IV (as Holdings), Tralvendo National Bank (as Administrative Agent for the Term Loan), and Prairie State Bank, N.A. (as Administrative Agent for the Revolver), and the Guarantee and Collateral Agreement entered into in connection therewith, and all other debt instruments of the Corporation and its subsidiaries that may restrict the payment of dividends.

Section 7.2 — Checks, Drafts, and Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chief Executive Officer or a Vice President of the Corporation.

Section 7.3 — Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 7.4 — Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.

Section 7.5 — Seal. The Corporation may have a corporate seal, which shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words "Corporate Seal" and "Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The Board of Directors may authorize the use of a facsimile of the seal. The absence of the corporate seal on any document executed on behalf of the Corporation shall not impair the validity of such document.

Section 7.6 — Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees of the Board of Directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the name and address of each stockholder, the number and class of shares registered in the name of such stockholder, and the dates when such stockholder became the owner of record of such shares. Any of the foregoing books, minutes, or records may be in written form or in any other form capable of being converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records maintained in non-written form upon the request of any person entitled to inspect such records pursuant to the DGCL.

Section 7.7 — Electronic Transmission. When used in these Bylaws, the term "electronic transmission" shall have the meaning ascribed to it in Section 232 of the DGCL as in effect from time to time, and shall include, without limitation, any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7.8 — Notice. Whenever written notice is required to be given to any person under the provisions of the DGCL, the Amended and Restated Certificate of Incorporation, or these Bylaws, it may be given to such person in writing, by mail, or by a form of electronic transmission consented to by the person to whom the notice is given, as permitted by the DGCL. If given by mail, such notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to such person at such person's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given at the times specified in Section 232 of the DGCL.

Notices to the sole stockholder shall be sent to:

Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801

Attention: Priya Deshmukh, Managing Partner, Fund IV

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019

Attention: Sandra Tung

Notices to the Corporation shall be sent to:

VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759

Attention: Secretary

Any party may change the address to which notices are to be sent by providing written notice of such change to the other parties in the manner set forth in this Section 7.8.

Section 7.9 — Waiver of Notice. Whenever notice is required to be given under the DGCL, the Amended and Restated Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors, or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Amended and Restated Certificate of Incorporation or these Bylaws.

Section 7.10 — Loans. No loans shall be made by the Corporation to its officers or directors unless authorized by applicable law, including, without limitation, Section 143 of the DGCL. Any such loan, if made, shall be authorized by a majority of the Whole Board, including at least a majority of the disinterested directors.

Section 7.11 — Conflict of Interest. Directors who have a direct or indirect financial interest in any contract, transaction, or other matter being considered by the Board of Directors shall disclose such interest in accordance with Section 144 of the DGCL. A director having such an interest shall, if appropriate, recuse himself or herself from voting on such matter, unless the transaction is approved in the manner permitted under Section 144 of the DGCL (i.e., by the vote of a majority of the disinterested directors, even though less than a quorum, or by the affirmative vote of the stockholders after disclosure of the material facts as to the director's interest, or if the transaction is fair to the Corporation at the time it is authorized, approved, or ratified). No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other entity in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because

AMENDED AND RESTATED BYLAWS
OF
VELOPAY SYSTEMS, INC.
(a Delaware Corporation)
Adopted effective as of July 22, 2025, at the Effective Time of the Merger pursuant to 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.
These Amended and Restated Bylaws (these "Bylaws") of VeloPay Systems, Inc., a Delaware corporation (the "Corporation"), supersede and replace in their entirety all prior bylaws of VeloPay Systems, Inc. heretofore in effect. These Bylaws are adopted as of the Effective Time of the merger (the "Merger") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Harrowgate"), with and into the Corporation, with the Corporation surviving the Merger as the surviving corporation (the "Surviving Corporation") in a reverse triangular merger consummated under Section 251 of the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), pursuant to 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. (the "Merger Agreement").
The Corporation's Employer Identification Number (EIN) is 82-3019478. The Corporation's Delaware File Number is 5748392. The principal office of the Corporation is located at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759.
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ARTICLE I — OFFICES
Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be located at such place as may be designated in the Corporation's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on July 22, 2025, or as otherwise determined from time to time by resolution of the Board of Directors in compliance with applicable provisions of the DGCL. The Corporation is incorporated in the State of Delaware. Registered agent services shall be maintained through Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent as the Board of Directors may from time to time designate in accordance with applicable law. The Board of Directors is hereby authorized to change the registered office and registered agent of the Corporation in the State of Delaware by filing the appropriate statement with the Secretary of State of Delaware as required by the DGCL.
Section 1.2 — Principal Office. The principal office of the Corporation shall be at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, or at such other place within or without the State of Delaware as the Board of Directors may from time to time designate by resolution. The Board of Directors shall have the authority to relocate the principal office of the Corporation at any time and from time to time in its sole discretion, and no amendment to these Bylaws shall be required in connection with any such relocation.
Section 1.3 — Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. Without limiting the generality of the foregoing, the Corporation currently maintains additional operational locations in Denver, Colorado, and, through its subsidiaries, in Toronto, Ontario, Canada, and Lisbon, Portugal. The establishment, relocation, or closing of any such offices shall be determined by the Board of Directors or by such officers as the Board of Directors may authorize for such purpose.
ARTICLE II — STOCKHOLDERS
Section 2.1 — Place of Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. In the absence of any such designation, meetings of stockholders shall be held at the principal office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the DGCL. If the Board of Directors authorizes participation by remote communication, the notice of the meeting shall specify the means of remote communication, including, if applicable, the electronic platform, dial-in information, and any applicable passwords or access codes, through which stockholders and proxyholders may be deemed present in person and vote at such meeting.
Section 2.2 — Annual Meeting. An annual meeting of stockholders shall be held at such date, time, and place (if any) as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, stockholders shall elect directors to serve on the Board of Directors and shall transact such other business as may properly be brought before the meeting in accordance with these Bylaws and applicable law. The failure to hold an annual meeting at the time or on the date determined pursuant to these Bylaws shall not affect the validity of any corporate action or work an automatic dissolution of the Corporation.
Section 2.3 — Special Meetings. Special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time only by (a) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board (as defined herein, the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships), or (b) the sole stockholder of the Corporation (currently Harrowgate Private Equity Fund IV LP). No other person or persons shall be permitted to call a special meeting of stockholders of the Corporation. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of such meeting. The ability of the Board of Directors to call a special meeting shall not be restricted by any other provision of these Bylaws.
Section 2.4 — Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the place (if any), date, and hour of the meeting, the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for the determination of stockholders entitled to notice of such meeting. Notice may be given by mail, by depositing the same in a post office or letter box in a postpaid sealed wrapper addressed to the stockholder at such stockholder's address as it appears on the records of the Corporation, by electronic transmission, or by any other means permitted under the DGCL, including Section 232 thereof. Notice by mail shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Notice by electronic transmission shall be deemed given in accordance with Section 232 of the DGCL. If mailed, such notice shall be sent by first-class mail or by a nationally recognized overnight courier service.
Section 2.5 — Quorum. Except as otherwise provided by the DGCL or the Amended and Restated Certificate of Incorporation of the Corporation, the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. If a quorum is not present at any meeting of stockholders, the chairperson of the meeting or the holders of a majority of the shares present in person or represented by proxy at the meeting may adjourn the meeting from time to time to another time and/or place, without notice other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, the quorum is not broken by the subsequent withdrawal of any stockholder.
Section 2.6 — Voting. Unless otherwise provided in the Amended and Restated Certificate of Incorporation or required by applicable law, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder on the record date for the determination of stockholders entitled to vote at such meeting. Unless otherwise required by law, the Amended and Restated Certificate of Incorporation, or these Bylaws, any matter (other than the election of directors) brought before any meeting of stockholders at which a quorum is present shall be decided by the affirmative vote of the majority of shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on such matter. Directors shall be elected by a plurality of the votes cast at any meeting of stockholders at which a quorum is present. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in such election. As the Corporation is now a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, the sole stockholder may act by written consent in lieu of a meeting pursuant to Section 228 of the DGCL and Section 2.7 of these Bylaws.
Section 2.7 — Action by Written Consent. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted, and such written consent is delivered to the Corporation in accordance with Section 228 of the DGCL. A written consent shall bear the date of signature of each stockholder or beneficial owner who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days (or such shorter period as the Amended and Restated Certificate of Incorporation may prescribe) of the earliest dated consent delivered to the Corporation in the manner required by this Section, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the minute book. Given the Corporation's status as a wholly-owned subsidiary of Harrowgate Private Equity Fund IV LP, action by written consent of the sole stockholder is anticipated to be the primary mechanism for stockholder action.
Section 2.8 — Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such proxy must be filed with the Secretary of the Corporation before or at the time of the meeting or, if action is taken by written consent, at the time the consent is delivered to the Corporation. A proxy shall be in writing, shall be executed by the stockholder or the stockholder's authorized officer, director, employee, or agent, and shall comply with the requirements of Section 212 of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.
Section 2.9 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, and (b) in the case of determination of stockholders entitled to receive payment of any dividend or other distribution or to exercise any rights, shall not be more than sixty (60) days prior to such action. If no record date is fixed by the Board of Directors, then the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining stockholders for any other purpose shall be determined in accordance with Section 213 of the DGCL.
Section 2.10 — Inspectors of Election. The Board of Directors, in advance of any meeting of stockholders, may, and to the extent required by the DGCL shall, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, or if any inspector previously appointed fails to appear or fails or refuses to act, the chairperson of the meeting may, and to the extent required by the DGCL shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of such inspector's ability. The inspector or inspectors shall perform such duties as are required by Section 231 of the DGCL, including the determination of the number of shares outstanding and the voting power of each share, the number of shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, the ascertainment of the results of all votes and ballots, and the certification of results.
ARTICLE III — BOARD OF DIRECTORS
Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or the Amended and Restated Certificate of Incorporation. The Board of Directors shall have all powers necessary or convenient to manage the business and affairs of the Corporation, including, without limitation, the power to make, alter, amend, and repeal these Bylaws (subject to the limitations set forth in Article VIII hereof), to fix the compensation of directors, to declare dividends and other distributions, and to authorize the issuance of shares of the Corporation's capital stock. In exercising their powers and discharging their duties, directors shall act in accordance with their fiduciary duties under the DGCL.
Section 3.2 — Number, Election, and Term. The total number of directors constituting the Whole Board shall be fixed from time to time exclusively by resolution adopted by the sole stockholder or the Board of Directors, subject to any requirements or restrictions set forth in the Amended and Restated Certificate of Incorporation. The initial Board of Directors of the Surviving Corporation following the Effective Time of the Merger shall consist of such directors as designated by Harrowgate Private Equity Fund IV LP as sole stockholder in accordance with the Merger Agreement. Directors need not be stockholders of the Corporation or residents of the State of Delaware. At each annual meeting of stockholders, or by action of the sole stockholder by written consent, directors shall be elected to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. If for any reason directors are not elected at an annual meeting or by written consent, they may be elected at a special meeting of stockholders called for that purpose.
Section 3.3 — Vacancies and Newly Created Directorships. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, vacancies occurring on the Board of Directors for any reason (including by reason of death, resignation, disqualification, removal, or an increase in the number of directors) and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, even though less than a quorum, or by the sole remaining director, or by the sole stockholder. A director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred (or, if the Board is not classified, until the next annual meeting of stockholders) and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
Section 3.4 — Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of directors, which currently means by action of the sole stockholder, Harrowgate Private Equity Fund IV LP. Such removal may be effected at any special meeting of stockholders called for such purpose, at any annual meeting, or by the written consent of the sole stockholder in accordance with these Bylaws and the DGCL.
Section 3.5 — Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places, within or without the State of Delaware, as shall be determined from time to time by resolution of the Board of Directors. A regular meeting of the Board of Directors may be held without notice immediately following the annual meeting of stockholders at the same place at which such meeting is held. Notice of regular meetings shall not be required if the time and place of such meetings have been fixed by the Board of Directors by standing resolution; provided, however, that whenever the time or place of regular meetings is changed, notice of such change shall be given to each director in the manner provided in Section 3.6 of these Bylaws for the giving of notice of special meetings.
Section 3.6 — Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one has been appointed), the Chief Executive Officer, or by any two (2) directors then in office. Special meetings may be held at such place, within or without the State of Delaware, as shall be designated in the notice of the meeting. Notice of each special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the time of the meeting if such notice is given by telephone, facsimile, electronic transmission, or personal delivery, or at least forty-eight (48) hours before the time of the meeting if such notice is given by depositing the same in the United States mail, postage prepaid, directed to the director at such director's address as it appears on the records of the Corporation. Such notice need not specify the business to be transacted at, or the purpose or purposes of, such special meeting, except as otherwise required by law, the Amended and Restated Certificate of Incorporation, or these Bylaws.
Section 3.7 — Quorum and Voting. At all meetings of the Board of Directors, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by the DGCL, the Amended and Restated Certificate of Incorporation, or these Bylaws. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.
Section 3.8 — Action by Written Consent. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee, in accordance with Section 141(f) of the DGCL. Such filing shall be in paper form if the minutes are maintained in paper form, and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made, and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time.
Section 3.9 — Telephonic and Electronic Participation. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting, pursuant to Section 141(i) of the DGCL. Minutes of any such meeting conducted by conference telephone or other communications equipment shall be prepared in the same manner as minutes of an in-person meeting.
Section 3.10 — Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she, or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board of Directors shall have and may exercise such powers and authority of the Board of Directors as shall be provided in the resolution of the Board of Directors establishing such committee, subject to the limitations set forth in Section 141(c)(2) of the DGCL. Without limiting the generality of the foregoing, committees may include an Audit Committee, a Compensation Committee, and such other committees as the Board of Directors may determine to be necessary or appropriate. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors when required. The designation of any such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law or by these Bylaws.
Section 3.11 — Compensation of Directors. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors for their services as directors, including, without limitation, fees for attendance at meetings of the Board of Directors and meetings of committees of the Board of Directors, and reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at such meetings or otherwise incurred in the performance of their duties as directors. Directors may also receive compensation in the form of equity awards, restricted stock units, options, or other forms of equity-based compensation, as determined by the Board of Directors or a committee thereof. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity, including as an officer, employee, agent, or consultant, and receiving compensation therefor.
Section 3.12 — Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board from among its members, who shall preside at all meetings of the Board of Directors and at all meetings of stockholders at which the Chairperson is present. The Chairperson of the Board shall have such other powers and perform such other duties as may from time to time be assigned by the Board of Directors. The Chairperson of the Board need not be an officer of the Corporation unless so designated by the Board of Directors. In the event that the Board of Directors does not elect a Chairperson, or in the event of the absence of the Chairperson, the duties of the Chairperson shall be performed by the Chief Executive Officer or, in the absence of the Chief Executive Officer, by such other director as the Board of Directors may designate.
ARTICLE IV — OFFICERS
Section 4.1 — Officers Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, and a Treasurer (who may also be designated as the Chief Financial Officer), and may include one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, and such other officers as the Board of Directors may from time to time appoint or elect. Any number of offices may be held by the same person, unless the Amended and Restated Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be directors of the Corporation or stockholders of the Corporation.
Section 4.2 — Election and Term of Office. The officers of the Corporation shall be elected or appointed by the Board of Directors at such time and in such manner as the Board of Directors shall determine. Each officer shall hold office until such officer's successor is duly elected or appointed and qualified, or until such officer's earlier death, resignation, or removal from office. The Board of Directors may from time to time create additional offices and elect or appoint additional officers as it deems necessary or desirable for the proper conduct of the Corporation's business. Election or appointment of an officer shall not of itself create any contractual rights in favor of such officer.
Section 4.3 — Removal and Resignation. Any officer of the Corporation may be removed from office by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Any officer may resign at any time by giving written notice of such resignation to the Corporation, addressed to the Board of Directors, the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Unless otherwise specified in such notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of a resignation shall not be necessary to make it effective, unless the resignation is tendered subject to such acceptance.
Section 4.4 — Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors for the unexpired portion of the term of such office. The Board of Directors may leave any office vacant for such period as it may determine.
Section 4.5 — Chief Executive Officer. The Chief Executive Officer shall, subject to the control and direction of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairperson of the Board, or if no Chairperson of the Board has been appointed, shall preside at all meetings of the Board of Directors. The Chief Executive Officer shall have the general powers and duties of management usually vested in the chief executive officer of a corporation organized under the laws of the State of Delaware, including, without limitation, the power to execute bonds, mortgages, contracts, and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or as may be provided in these Bylaws.
Section 4.6 — President. The President shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or as may be provided in these Bylaws. In the absence of the Chief Executive Officer, or in the event of the Chief Executive Officer's inability or refusal to act, the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President may execute bonds, mortgages, contracts, and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
Section 4.7 — Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, or the President may from time to time prescribe. In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, in the order of their election) shall perform the duties and exercise the powers of the President.
Section 4.8 — Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and shall record all votes and the minutes of all proceedings in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Bylaws and as required by law, and shall perform like duties for the committees of the Board of Directors when required. The Secretary shall be custodian of the corporate records, the stock ledger (which may be kept by the Secretary directly or by a transfer agent designated by the Board of Directors), and the corporate seal (if any) of the Corporation, and shall see that the corporate seal (if any) is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The Secretary shall have authority to certify copies of these Bylaws, resolutions of the Board of Directors and committees thereof, and other documents of the Corporation as true and correct copies thereof. The Secretary shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.
Section 4.9 — Treasurer / Chief Financial Officer. The Treasurer (or Chief Financial Officer, as designated by the Board of Directors) shall have custody of the corporate funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors and the Chief Executive Officer, at regular meetings of the Board of Directors or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.
Section 4.10 — Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall have such duties as may from time to time be delegated to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, the Chief Executive Officer, or the President. In the absence of the Secretary or the Treasurer (as applicable), or in the event of the Secretary's or Treasurer's inability or refusal to act, the Assistant Secretary or Assistant Treasurer (as applicable) shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.
Section 4.11 — Compensation of Officers. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors or by a committee thereof duly authorized to fix such compensation. No officer shall be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.
ARTICLE V — CAPITAL STOCK
Section 5.1 — Certificates; Uncertificated Shares. The shares of the Corporation's capital stock may be represented by certificates or may be uncertificated, as determined by resolution of the Board of Directors. If shares are represented by certificates, each certificate shall be in such form as shall be determined by the Board of Directors and shall be signed by, or in the name of the Corporation by, the Chairperson of the Board, the Chief Executive Officer, the President, or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on such certificates may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state on the face thereof the holder's name, the number and class of shares, the par value of such shares or a statement that such shares are without par value, and such other matters as may be required by law. If shares are uncertificated, within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by the DGCL or, to the extent permitted by the DGCL, such information as the Corporation may determine. Following the Effective Time of the Merger, the Corporation is wholly owned by Harrowgate Private Equity Fund IV LP, and shares may be issued and maintained in uncertificated form as determined by the Board of Directors.
Section 5.2 — Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation that is claimed to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such loss, theft, or destruction. When authorizing the issuance of a new certificate or uncertificated shares in lieu thereof, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed, or the issuance of such new certificate or uncertificated shares.
Section 5.3 — Transfer of Stock. Transfers of shares of the Corporation's capital stock shall be made only upon the books of the Corporation by the holder of record thereof, or by such holder's attorney duly authorized in writing, and, in the case of certificated shares, upon surrender of the certificate or certificates for such shares to the Corporation or its transfer agent, properly endorsed or accompanied by a duly executed stock power or other proper instrument of transfer. The Corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. The Corporation may appoint one or more transfer agents and one or more registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and any such registrar of transfers. Keystone Pacific Transfer Services Inc. previously served as transfer agent in connection with the Merger, and the Board of Directors may designate a transfer agent as appropriate for the ongoing needs of the Corporation.
Section 5.4 — Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock to receive dividends and other distributions, to vote as such owner, and to exercise all rights of a stockholder for all other purposes, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly otherwise provided by the DGCL.
Section 5.5 — Record Date. The provisions of Section 2.9 of these Bylaws shall govern the fixing of record dates for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders, entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action.
ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 6.1 — Right to 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 (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (an "Indemnified Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or, while serving as 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, partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans maintained or sponsored by the Corporation or any of its subsidiaries. Such indemnification shall cover all liability and loss suffered and all expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any other expenses) reasonably incurred by such Indemnified Person in connection with such Proceeding. Notwithstanding the foregoing, except as provided in Section 6.3 of these Bylaws, the Corporation shall not be obligated to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person unless such Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Section 6.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a current or former director or officer of the Corporation in defending, participating in (as a witness or otherwise), or investigating any Proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by such Indemnified Person in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (an "Undertaking") by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VI or otherwise. The Corporation may, by action of the Board of Directors, provide advancement of expenses to employees and agents of the Corporation and its subsidiaries on such terms and conditions as the Board may deem appropriate. The rights conferred by this Section 6.2 are contractual rights and shall continue as to an Indemnified Person who has ceased to be a director or officer and shall inure to the benefit of such Indemnified Person's heirs, executors, and administrators.
Section 6.3 — Claims. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, or within twenty (20) days in the case of a claim for advancement of expenses, the Indemnified Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of such claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an Undertaking, the Indemnified Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law. Neither the failure of the Corporation (including its directors who are not parties to such Proceeding, a committee of such directors, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnified Person is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such Proceeding, a committee of such directors, independent legal counsel, or the stockholders) that the Indemnified Person has not met such applicable standard of conduct, shall create a presumption that the Indemnified Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnified Person, be a defense to such suit.
Section 6.4 — Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, these Bylaws, agreement (including, without limitation, the directors' and officers' tail insurance policy obtained from Continental Shield Insurance Company, Policy No. CSI-DOT-2025-4821, covering pre-Closing directors and officers for a six-year tail period from the Closing Date, and any indemnification agreements entered into by the Corporation or its predecessors), vote of stockholders or disinterested directors, or otherwise. The Corporation's obligation to provide indemnification to directors and officers is consistent with, and intended to satisfy, the obligations under the applicable sections of the Merger Agreement dated March 18, 2025, and this Article VI shall be interpreted and administered in a manner consistent with such obligations.
Section 6.5 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. In furtherance of the foregoing, and in accordance with the Merger Agreement, a directors' and officers' liability insurance tail policy (the "D&O Tail Policy") has been obtained from Continental Shield Insurance Company (Policy No. CSI-DOT-2025-4821) through Greystone Risk Advisors LLC, with a six-year tail period commencing on the Closing Date of July 22, 2025, at a premium of Two Million One Hundred Fifty Thousand Dollars ($2,150,000), covering the pre-Closing directors and officers of VeloPay Systems, Inc., including Nathan Aldridge, Sonia Reyes-Watkins, Marcus Langford, Danielle Moreau, Janet Gould, Kwame Asante, Catherine Lindström, and Philip Rosenthal (collectively, the "Pre-Closing Indemnitees"). The Corporation shall maintain such D&O Tail Policy in full force and effect and shall not take any action to diminish or cancel such policy during the six-year tail period without the prior written consent of the affected Pre-Closing Indemnitees.
Section 6.6 — Other Indemnification. The Corporation's obligations to provide indemnification and advancement of expenses to any Indemnified Person who was a director or officer of VeloPay Systems, Inc. at any time prior to the Effective Time of the Merger shall not be eliminated, diminished, or otherwise adversely modified. Without limiting the generality of the foregoing, the provisions of this Article VI shall not be amended, repealed, or otherwise modified in any manner that would adversely affect the rights of any Pre-Closing Indemnitee or any other person who was a director or officer of the Corporation prior to the Effective Time, for a period of six (6) years following the Effective Time (i.e., through July 22, 2031), in each case consistent with the obligations of the Corporation and Harrowgate Private Equity Fund IV LP under the Merger Agreement dated March 18, 2025. Any Indemnified Person who was a director or officer prior to the Effective Time shall be a third-party beneficiary of the provisions of this Section 6.6.
Section 6.7 — Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or any of its subsidiaries to the fullest extent of the provisions of this Article VI as permitted by applicable law, or to any lesser extent as the Board of Directors may determine in its discretion.
ARTICLE VII — GENERAL PROVISIONS
Section 7.1 — Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation and applicable law (including the provisions of the DGCL relating to the declaration and payment of dividends), may be declared by the Board of Directors at any regular or special meeting of the Board. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, as determined by the Board of Directors. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, may deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Notwithstanding the foregoing, any declaration or payment of dividends shall be subject to the terms and restrictions of the Senior Secured Credit Agreement dated July 22, 2025, among VeloPay Systems, Inc. (as Borrower), HPE Fund IV (as Holdings), Tralvendo National Bank (as Administrative Agent for the Term Loan), and Prairie State Bank, N.A. (as Administrative Agent for the Revolver), and the Guarantee and Collateral Agreement entered into in connection therewith, and all other debt instruments of the Corporation and its subsidiaries that may restrict the payment of dividends.
Section 7.2 — Checks, Drafts, and Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chief Executive Officer or a Vice President of the Corporation.
Section 7.3 — Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 7.4 — Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.
Section 7.5 — Seal. The Corporation may have a corporate seal, which shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the words "Corporate Seal" and "Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The Board of Directors may authorize the use of a facsimile of the seal. The absence of the corporate seal on any document executed on behalf of the Corporation shall not impair the validity of such document.
Section 7.6 — Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees of the Board of Directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the name and address of each stockholder, the number and class of shares registered in the name of such stockholder, and the dates when such stockholder became the owner of record of such shares. Any of the foregoing books, minutes, or records may be in written form or in any other form capable of being converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records maintained in non-written form upon the request of any person entitled to inspect such records pursuant to the DGCL.
Section 7.7 — Electronic Transmission. When used in these Bylaws, the term "electronic transmission" shall have the meaning ascribed to it in Section 232 of the DGCL as in effect from time to time, and shall include, without limitation, any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
Section 7.8 — Notice. Whenever written notice is required to be given to any person under the provisions of the DGCL, the Amended and Restated Certificate of Incorporation, or these Bylaws, it may be given to such person in writing, by mail, or by a form of electronic transmission consented to by the person to whom the notice is given, as permitted by the DGCL. If given by mail, such notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to such person at such person's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given at the times specified in Section 232 of the DGCL.
Notices to the sole stockholder shall be sent to:
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801
Attention: Priya Deshmukh, Managing Partner, Fund IV
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Attention: Sandra Tung
Notices to the Corporation shall be sent to:
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
Attention: Secretary
Any party may change the address to which notices are to be sent by providing written notice of such change to the other parties in the manner set forth in this Section 7.8.
Section 7.9 — Waiver of Notice. Whenever notice is required to be given under the DGCL, the Amended and Restated Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors, or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Amended and Restated Certificate of Incorporation or these Bylaws.
Section 7.10 — Loans. No loans shall be made by the Corporation to its officers or directors unless authorized by applicable law, including, without limitation, Section 143 of the DGCL. Any such loan, if made, shall be authorized by a majority of the Whole Board, including at least a majority of the disinterested directors.
Section 7.11 — Conflict of Interest. Directors who have a direct or indirect financial interest in any contract, transaction, or other matter being considered by the Board of Directors shall disclose such interest in accordance with Section 144 of the DGCL. A director having such an interest shall, if appropriate, recuse himself or herself from voting on such matter, unless the transaction is approved in the manner permitted under Section 144 of the DGCL (i.e., by the vote of a majority of the disinterested directors, even though less than a quorum, or by the affirmative vote of the stockholders after disclosure of the material facts as to the director's interest, or if the transaction is fair to the Corporation at the time it is authorized, approved, or ratified). No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other entity in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because

AMENDED AND RESTATED BYLAWS

VELOPAY SYSTEMS, INC.

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