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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

VELOPAY SYSTEMS, INC.

Filed with the Secretary of State of the State of Delaware

Pursuant to Sections 242 and 245 of the Delaware General Corporation Law

This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate of Incorporation") was adopted to reflect the merger (the "Merger") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation (Delaware File Number 7291034) ("Merger Sub"), with and into VeloPay Systems, Inc., a Delaware corporation (Delaware File Number 5748392) (the "Corporation"), pursuant to Section 251 of the General Corporation Law of the State of Delaware, as amended from time to time (the "DGCL"), with the Corporation as the surviving corporation. This Amended and Restated Certificate of Incorporation is effective as of the effective time of the Merger on July 22, 2025.

RECITALS

WHEREAS, VeloPay Systems, Inc. (the "Corporation") is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware;

WHEREAS, the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 12, 2014, under the name "VeloPay Systems, Inc.";

WHEREAS, the Corporation's Certificate of Incorporation has been previously amended and/or restated from time to time, including amendments filed on March 3, 2016, November 19, 2018, and June 7, 2021, and an Amended and Restated Certificate of Incorporation filed on October 15, 2021 in connection with the Corporation's initial public offering;

WHEREAS, this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the DGCL;

WHEREAS, this Amended and Restated Certificate of Incorporation was adopted pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc.;

WHEREAS, pursuant to the Merger Agreement, Merger Sub has merged with and into the Corporation, with the Corporation continuing as the surviving corporation and a wholly-owned subsidiary of Parent; and

WHEREAS, the Corporation desires to amend and restate its Certificate of Incorporation in its entirety as set forth herein.

NOW, THEREFORE, the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME. The name of the corporation is VeloPay Systems, Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC. The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office of the Corporation.

ARTICLE III

PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, or attainment of such purpose, as permitted under the DGCL.

ARTICLE IV

CAPITAL STOCK. Section 4.1 Authorized Capital Stock. The total number of shares of capital stock that the Corporation is authorized to issue is one thousand (1,000) shares of Common Stock, par value $0.01 per share (the "Common Stock"). No shares of preferred stock are authorized.

Section 4.2 Issuance. Shares of Common Stock may be issued by the Corporation from time to time as approved by the Board of Directors of the Corporation (the "Board of Directors"). The Board of Directors is authorized to issue shares of Common Stock for such consideration and upon such terms and conditions as the Board of Directors may determine in its sole discretion, subject to the provisions of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, and applicable law. The consideration for the issuance of shares of Common Stock may be paid in whole or in part in cash, in any tangible or intangible property, or in any benefit to the Corporation, or any combination thereof, as shall be determined by the Board of Directors. The Board of Directors shall have the authority to determine the adequate consideration for shares of Common Stock.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, by this Amended and Restated Certificate of Incorporation, or by the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation.

Section 5.2 Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder of the Corporation. The initial number of directors of the Corporation as of the effective time of the Merger shall be three (3). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 5.3 Election and Removal. Directors shall be elected by the sole stockholder of the Corporation or by written consent of the sole stockholder of the Corporation in lieu of a meeting. Each director shall hold office until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the sole stockholder of the Corporation, or by the written consent of the sole stockholder of the Corporation. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.

Section 5.4 Vacancies. Unless otherwise provided by law, any vacancy on the Board of Directors, however occurring, including any vacancy resulting from an increase in the authorized number of directors or from the death, resignation, disqualification, or removal of any director, may be filled by the affirmative vote of a majority of the remaining directors then in office, even though fewer than a quorum of the Board of Directors, or by the sole stockholder of the Corporation. A director elected to fill a vacancy shall hold office until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal.

Section 5.5 Written Consent. 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. 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.

ARTICLE VI

BYLAWS. In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors, without the assent or vote of the stockholder(s), subject to the power of the stockholder(s) of the Corporation to adopt, amend, alter, or repeal the Bylaws of the Corporation. The stockholder(s) of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with applicable law and this Amended and Restated Certificate of Incorporation.

ARTICLE VII

LIMITATION OF DIRECTOR LIABILITY

Section 7.1 Elimination of Personal Liability. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended, and any amendments thereto expanding the permissible elimination or limitation of liability of directors or officers), no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer; provided, however, that this Section 7.1 shall not eliminate or limit the liability of a director or officer:

(i) for any breach of the director's or officer's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) in the case of a director, under Section 174 of the DGCL (relating to liability for unlawful payment of dividends or unlawful stock purchases or redemptions); or

(iv) for any transaction from which the director or officer derived an improper personal benefit.

If the DGCL is amended after the date of the filing of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Section 7.2 Effect of Amendment. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a current or former director or officer of the Corporation existing at the time of, or increase the liability of any director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to, such amendment, repeal, modification, or adoption. The rights and protections provided under this Article VII shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE VIII

INDEMNIFICATION. Section 8.1 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, any person (an "Indemnified Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity (including service with respect to an employee benefit plan), against all expenses (including attorneys' fees), judgments, fines (including any excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person only if the initiation of such Proceeding (or part thereof) was authorized by the Board of Directors. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any person with respect to any Proceeding brought by such person against the Corporation, any director or officer of the Corporation, or any other Indemnified Person, except as otherwise provided in Section 8.3 hereof.

Section 8.2 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 director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts 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 VIII or otherwise (a "Repayment Undertaking"). The Corporation may, in its discretion as determined by the Board of Directors, pay the expenses incurred by other employees and agents of the Corporation in defending any Proceeding in advance of its final disposition upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 8.3 Claims. If a claim for indemnification under this Article VIII (following the final disposition of such Proceeding) or for an Advancement of Expenses is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. 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. The failure of the Corporation (including by its Board of Directors, its sole stockholder, or independent legal counsel) to have made a determination prior to the commencement of any such action that indemnification is proper in the circumstances shall not be a defense to the action or create a presumption that the Indemnified Person has not met the applicable standard of conduct for indemnification.

Section 8.4 Non-Exclusivity. The rights conferred on any Indemnified Person by this Article VIII shall not be exclusive of any other right which such Indemnified Person may have or hereafter acquire under any statute, any provision of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, any agreement (including, without limitation, any indemnification agreement entered into by the Corporation with any director, officer, employee, or agent), any vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses to the fullest extent not prohibited by the DGCL or other applicable law.

Section 8.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. Without limiting the foregoing, the Corporation acknowledges that, in connection with the Merger, a six-year prepaid directors' and officers' liability insurance "tail" policy has been obtained from Continental Shield Insurance Company (Policy No. CSI-DOT-2025-4821) through the broker Greystone Risk Advisors LLC, providing coverage for the pre-Merger directors and officers of the Corporation with respect to acts or omissions occurring at or prior to the effective time of the Merger. The Corporation shall not take any action to cancel, materially reduce the coverage under, or otherwise impair the protections afforded by such tail policy during the term thereof.

Section 8.6 Protection of Pre-Closing Directors and Officers. Without limiting the generality of the foregoing provisions of this Article VIII, and in accordance with the obligations of the surviving corporation set forth in the Merger Agreement, the Corporation shall honor and fulfill, in all respects, the indemnification and exculpation obligations owed to the individuals who were directors and officers of the Corporation at or prior to the effective time of the Merger (the "Pre-Merger Indemnified Persons") for acts or omissions occurring at or prior to the effective time of the Merger, to the fullest extent permitted by applicable law, for a period of not less than six (6) years following the effective time of the Merger. Without limiting the foregoing:

(a) The Corporation shall not amend, repeal, or otherwise modify any provision of this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation in any manner that would adversely affect the rights of any Pre-Merger Indemnified Person to indemnification, advancement of expenses, or exculpation with respect to acts or omissions occurring at or prior to the effective time of the Merger, unless such modification is required by applicable law.

(b) In the event that the Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Corporation shall assume all of the obligations of the Corporation set forth in this Section 8.6.

(c) This Section 8.6 is intended to be consistent with and in furtherance of the indemnification obligations set forth in the Merger Agreement, and shall be interpreted and construed accordingly.

(d) The Pre-Merger Indemnified Persons are intended to be third-party beneficiaries of this Section 8.6 and shall have the right to enforce this Section 8.6 as if they were parties hereto.

Section 8.7 Effect of Amendment. Any amendment, repeal, or modification of this Article VIII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection of any current or former director, officer, or other Indemnified Person existing at the time of, or increase the liability of any such person with respect to any acts or omissions occurring prior to, such amendment, repeal, modification, or adoption. The rights and protections provided under this Article VIII shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE IX

CORPORATE OPPORTUNITIES. To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or being offered an opportunity to participate in, any business opportunity that is from time to time presented to Parent (Harrowgate Private Equity Fund IV LP), its general partner Harrowgate Capital Management IV LLC, or any of their respective partners, members, directors, officers, employees, agents, stockholders, or affiliates (other than the Corporation and its subsidiaries) (collectively, the "Exempt Persons"), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such Exempt Person shall have any duty to communicate or offer such business opportunity to the Corporation. No Exempt Person shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, by reason of the fact that such Exempt Person pursues or acquires any such business opportunity, directs any such business opportunity to another person or entity, or fails to present any such business opportunity, or information regarding any such business opportunity, to the Corporation.

Without limiting the foregoing, Parent and its affiliates are engaged in a diversified investment strategy that includes growth equity and buyout investments across multiple sectors, including, without limitation, financial services technology, infrastructure software, data analytics, and related fields, and may from time to time invest in, sponsor, manage, advise, or otherwise be involved with businesses that compete with or are complementary to the Corporation's cloud-based payments processing and merchant acquiring platform. Nothing in this Amended and Restated Certificate of Incorporation shall be construed to require any Exempt Person to refrain from engaging in any such activities or to present any related opportunity to the Corporation or its subsidiaries.

If any provision of this Article IX, or any aspect of any business opportunity renounced hereby, is held to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Article IX shall not in any way be affected or impaired thereby.

Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.

ARTICLE X

AMENDMENT. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote, but in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote or written consent of the holder(s) of a majority of the outstanding shares of Common Stock, and such approval of the Board of Directors as may be required by the DGCL, shall be required to amend, alter, change, or repeal any provision of this Amended and Restated Certificate of Incorporation, or to adopt any provision inconsistent therewith, in each case in accordance with Section 242 of the DGCL. For the avoidance of doubt, the provisions of Section 8.6 of this Amended and Restated Certificate of Incorporation may not be amended, altered, changed, or repealed in any manner that would adversely affect the rights of any Pre-Merger Indemnified Person without the prior written consent of such Pre-Merger Indemnified Person.

ARTICLE XI

ADOPTION CERTIFICATION. This Amended and Restated Certificate of Incorporation was adopted in connection with the Merger, pursuant to the Merger Agreement, as of July 22, 2025, effective at the effective time of the Merger, in accordance with Sections 242, 245, and 251 of the DGCL. The stockholder of the Corporation, being the sole stockholder immediately following the effective time of the Merger, has duly approved this Amended and Restated Certificate of Incorporation.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

FILING ATTESTATION

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 22nd day of July, 2025.

VELOPAY SYSTEMS, INC. (as Surviving Corporation)

By: ________

Name: Nathan Aldridge

Title: Chief Executive Officer

EIN: 82-3019478 Delaware File Number: 5748392

State of Delaware Secretary of State Division of Corporations

Filed: July 22, 2025 Effective: July 22, 2025

File Number: 5748392

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VELOPAY SYSTEMS, INC.
Filed with the Secretary of State of the State of Delaware
Pursuant to Sections 242 and 245 of the Delaware General Corporation Law
This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate of Incorporation") was adopted to reflect the merger (the "Merger") of Harrowgate Velocity Merger Sub Inc., a Delaware corporation (Delaware File Number 7291034) ("Merger Sub"), with and into VeloPay Systems, Inc., a Delaware corporation (Delaware File Number 5748392) (the "Corporation"), pursuant to Section 251 of the General Corporation Law of the State of Delaware, as amended from time to time (the "DGCL"), with the Corporation as the surviving corporation. This Amended and Restated Certificate of Incorporation is effective as of the effective time of the Merger on July 22, 2025.
RECITALS
WHEREAS, VeloPay Systems, Inc. (the "Corporation") is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware;
WHEREAS, the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 12, 2014, under the name "VeloPay Systems, Inc.";
WHEREAS, the Corporation's Certificate of Incorporation has been previously amended and/or restated from time to time, including amendments filed on March 3, 2016, November 19, 2018, and June 7, 2021, and an Amended and Restated Certificate of Incorporation filed on October 15, 2021 in connection with the Corporation's initial public offering;
WHEREAS, this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the DGCL;
WHEREAS, this Amended and Restated Certificate of Incorporation was adopted pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Harrowgate Velocity Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and VeloPay Systems, Inc.;
WHEREAS, pursuant to the Merger Agreement, Merger Sub has merged with and into the Corporation, with the Corporation continuing as the surviving corporation and a wholly-owned subsidiary of Parent; and
WHEREAS, the Corporation desires to amend and restate its Certificate of Incorporation in its entirety as set forth herein.
NOW, THEREFORE, the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
ARTICLE I
NAME.  The name of the corporation is VeloPay Systems, Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC. The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office of the Corporation.
ARTICLE III
PURPOSE.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, or attainment of such purpose, as permitted under the DGCL.
ARTICLE IV
CAPITAL STOCK.  Section 4.1 Authorized Capital Stock. The total number of shares of capital stock that the Corporation is authorized to issue is one thousand (1,000) shares of Common Stock, par value $0.01 per share (the "Common Stock"). No shares of preferred stock are authorized.
Section 4.2 Issuance. Shares of Common Stock may be issued by the Corporation from time to time as approved by the Board of Directors of the Corporation (the "Board of Directors"). The Board of Directors is authorized to issue shares of Common Stock for such consideration and upon such terms and conditions as the Board of Directors may determine in its sole discretion, subject to the provisions of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, and applicable law. The consideration for the issuance of shares of Common Stock may be paid in whole or in part in cash, in any tangible or intangible property, or in any benefit to the Corporation, or any combination thereof, as shall be determined by the Board of Directors. The Board of Directors shall have the authority to determine the adequate consideration for shares of Common Stock.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, by this Amended and Restated Certificate of Incorporation, or by the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation.
Section 5.2 Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder of the Corporation. The initial number of directors of the Corporation as of the effective time of the Merger shall be three (3). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 5.3 Election and Removal. Directors shall be elected by the sole stockholder of the Corporation or by written consent of the sole stockholder of the Corporation in lieu of a meeting. Each director shall hold office until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the sole stockholder of the Corporation, or by the written consent of the sole stockholder of the Corporation. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.
Section 5.4 Vacancies. Unless otherwise provided by law, any vacancy on the Board of Directors, however occurring, including any vacancy resulting from an increase in the authorized number of directors or from the death, resignation, disqualification, or removal of any director, may be filled by the affirmative vote of a majority of the remaining directors then in office, even though fewer than a quorum of the Board of Directors, or by the sole stockholder of the Corporation. A director elected to fill a vacancy shall hold office until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal.
Section 5.5 Written Consent. 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. 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.
ARTICLE VI
BYLAWS.  In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors, without the assent or vote of the stockholder(s), subject to the power of the stockholder(s) of the Corporation to adopt, amend, alter, or repeal the Bylaws of the Corporation. The stockholder(s) of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with applicable law and this Amended and Restated Certificate of Incorporation.
ARTICLE VII
LIMITATION OF DIRECTOR LIABILITY
Section 7.1 Elimination of Personal Liability. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended, and any amendments thereto expanding the permissible elimination or limitation of liability of directors or officers), no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer; provided, however, that this Section 7.1 shall not eliminate or limit the liability of a director or officer:
(i) for any breach of the director's or officer's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) in the case of a director, under Section 174 of the DGCL (relating to liability for unlawful payment of dividends or unlawful stock purchases or redemptions); or
(iv) for any transaction from which the director or officer derived an improper personal benefit.
If the DGCL is amended after the date of the filing of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Section 7.2 Effect of Amendment. Any amendment, repeal, or modification of this Article VII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a current or former director or officer of the Corporation existing at the time of, or increase the liability of any director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to, such amendment, repeal, modification, or adoption. The rights and protections provided under this Article VII shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE VIII
INDEMNIFICATION.  Section 8.1 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, any person (an "Indemnified Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity (including service with respect to an employee benefit plan), against all expenses (including attorneys' fees), judgments, fines (including any excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person only if the initiation of such Proceeding (or part thereof) was authorized by the Board of Directors. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any person with respect to any Proceeding brought by such person against the Corporation, any director or officer of the Corporation, or any other Indemnified Person, except as otherwise provided in Section 8.3 hereof.
Section 8.2 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 director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts 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 VIII or otherwise (a "Repayment Undertaking"). The Corporation may, in its discretion as determined by the Board of Directors, pay the expenses incurred by other employees and agents of the Corporation in defending any Proceeding in advance of its final disposition upon such terms and conditions, if any, as the Board of Directors deems appropriate.
Section 8.3 Claims. If a claim for indemnification under this Article VIII (following the final disposition of such Proceeding) or for an Advancement of Expenses is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. 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. The failure of the Corporation (including by its Board of Directors, its sole stockholder, or independent legal counsel) to have made a determination prior to the commencement of any such action that indemnification is proper in the circumstances shall not be a defense to the action or create a presumption that the Indemnified Person has not met the applicable standard of conduct for indemnification.
Section 8.4 Non-Exclusivity. The rights conferred on any Indemnified Person by this Article VIII shall not be exclusive of any other right which such Indemnified Person may have or hereafter acquire under any statute, any provision of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, any agreement (including, without limitation, any indemnification agreement entered into by the Corporation with any director, officer, employee, or agent), any vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses to the fullest extent not prohibited by the DGCL or other applicable law.
Section 8.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. Without limiting the foregoing, the Corporation acknowledges that, in connection with the Merger, a six-year prepaid directors' and officers' liability insurance "tail" policy has been obtained from Continental Shield Insurance Company (Policy No. CSI-DOT-2025-4821) through the broker Greystone Risk Advisors LLC, providing coverage for the pre-Merger directors and officers of the Corporation with respect to acts or omissions occurring at or prior to the effective time of the Merger. The Corporation shall not take any action to cancel, materially reduce the coverage under, or otherwise impair the protections afforded by such tail policy during the term thereof.
Section 8.6 Protection of Pre-Closing Directors and Officers. Without limiting the generality of the foregoing provisions of this Article VIII, and in accordance with the obligations of the surviving corporation set forth in the Merger Agreement, the Corporation shall honor and fulfill, in all respects, the indemnification and exculpation obligations owed to the individuals who were directors and officers of the Corporation at or prior to the effective time of the Merger (the "Pre-Merger Indemnified Persons") for acts or omissions occurring at or prior to the effective time of the Merger, to the fullest extent permitted by applicable law, for a period of not less than six (6) years following the effective time of the Merger. Without limiting the foregoing:
(a) The Corporation shall not amend, repeal, or otherwise modify any provision of this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation in any manner that would adversely affect the rights of any Pre-Merger Indemnified Person to indemnification, advancement of expenses, or exculpation with respect to acts or omissions occurring at or prior to the effective time of the Merger, unless such modification is required by applicable law.
(b) In the event that the Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Corporation shall assume all of the obligations of the Corporation set forth in this Section 8.6.
(c) This Section 8.6 is intended to be consistent with and in furtherance of the indemnification obligations set forth in the Merger Agreement, and shall be interpreted and construed accordingly.
(d) The Pre-Merger Indemnified Persons are intended to be third-party beneficiaries of this Section 8.6 and shall have the right to enforce this Section 8.6 as if they were parties hereto.
Section 8.7 Effect of Amendment. Any amendment, repeal, or modification of this Article VIII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection of any current or former director, officer, or other Indemnified Person existing at the time of, or increase the liability of any such person with respect to any acts or omissions occurring prior to, such amendment, repeal, modification, or adoption. The rights and protections provided under this Article VIII shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE IX
CORPORATE OPPORTUNITIES.  To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or being offered an opportunity to participate in, any business opportunity that is from time to time presented to Parent (Harrowgate Private Equity Fund IV LP), its general partner Harrowgate Capital Management IV LLC, or any of their respective partners, members, directors, officers, employees, agents, stockholders, or affiliates (other than the Corporation and its subsidiaries) (collectively, the "Exempt Persons"), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such Exempt Person shall have any duty to communicate or offer such business opportunity to the Corporation. No Exempt Person shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, by reason of the fact that such Exempt Person pursues or acquires any such business opportunity, directs any such business opportunity to another person or entity, or fails to present any such business opportunity, or information regarding any such business opportunity, to the Corporation.
Without limiting the foregoing, Parent and its affiliates are engaged in a diversified investment strategy that includes growth equity and buyout investments across multiple sectors, including, without limitation, financial services technology, infrastructure software, data analytics, and related fields, and may from time to time invest in, sponsor, manage, advise, or otherwise be involved with businesses that compete with or are complementary to the Corporation's cloud-based payments processing and merchant acquiring platform. Nothing in this Amended and Restated Certificate of Incorporation shall be construed to require any Exempt Person to refrain from engaging in any such activities or to present any related opportunity to the Corporation or its subsidiaries.
If any provision of this Article IX, or any aspect of any business opportunity renounced hereby, is held to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Article IX shall not in any way be affected or impaired thereby.
Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.
ARTICLE X
AMENDMENT.  The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote, but in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote or written consent of the holder(s) of a majority of the outstanding shares of Common Stock, and such approval of the Board of Directors as may be required by the DGCL, shall be required to amend, alter, change, or repeal any provision of this Amended and Restated Certificate of Incorporation, or to adopt any provision inconsistent therewith, in each case in accordance with Section 242 of the DGCL. For the avoidance of doubt, the provisions of Section 8.6 of this Amended and Restated Certificate of Incorporation may not be amended, altered, changed, or repealed in any manner that would adversely affect the rights of any Pre-Merger Indemnified Person without the prior written consent of such Pre-Merger Indemnified Person.
ARTICLE XI
ADOPTION CERTIFICATION.  This Amended and Restated Certificate of Incorporation was adopted in connection with the Merger, pursuant to the Merger Agreement, as of July 22, 2025, effective at the effective time of the Merger, in accordance with Sections 242, 245, and 251 of the DGCL. The stockholder of the Corporation, being the sole stockholder immediately following the effective time of the Merger, has duly approved this Amended and Restated Certificate of Incorporation.
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FILING ATTESTATION
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 22nd day of July, 2025.
VELOPAY SYSTEMS, INC. (as Surviving Corporation)
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
EIN: 82-3019478 Delaware File Number: 5748392
State of Delaware Secretary of State Division of Corporations
Filed: July 22, 2025 Effective: July 22, 2025
File Number: 5748392