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Extract to table / certificate-of-incorporation-merger-sub.docx

certificate-of-incorporation-merger-sub.docx · 1003-00003

Parties

General Corp

Harrowgate Velocity Merger Sub Inc

Capitol Registered Agents LLC

Delaware General Corp

Harkness LLP

Harrowgate Capital Management IV LLC

The Corp

CERTIFICATE OF INCORPORATION The Corp

Dates

February 24, 2025

Amounts

$0.01

$10.00

Obligations

ARTICLE FOURTH: AUTHORIZED CAPITAL STOCK The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares

All such shares shall be of a single class designated as Common Stock, with a par value of $0

The holders of the Common Stock shall be entitled to one (1) vote per share on all matters submitted to a vote of the stockholders of the Corporation

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, after the payment or provision for payment of all debts and liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribution to its stockholders

ARTICLE SIXTH: BOARD OF DIRECTORS The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors

The number of directors constituting the initial Board of Directors of the Corporation shall be one (1)