Extract to table

Resolution 2: Approval of the Merger RESOLVED, that the merger of the Company with and into VeloPay, a Delaware corporation, pursuant to Section 251 of the DGCL, on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"), be, and it hereby is, approved and adopted in all respects; and further RESOLVED, that VeloPay shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall continue its corporate existence as a corporation duly organized and existing under the laws of the State of Delaware and as a wholly-owned subsidiary of HPE Fund IV following the Effective Time; and further RESOLVED, that the separate corporate existence of the Company shall cease at the Effective Time, and all of the rights, privileges, powers, immunities, and franchises of the Company shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, and duties of the Company shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation, all in accordance with Section 259 of the DGCL

(Delaware File Number 7291034); and further RESOLVED, that the Effective Time of the Merger shall be such date and time as is specified in the Certificate of Merger, in accordance with the terms of the Merger Agreement and Section 251(c) of the DGCL

Resolution 5: Authorization of Officers to Execute and Deliver Documents RESOLVED, that each of the officers of the Company, and each authorized representative of HPE Fund IV or Harrowgate Capital Management IV LLC acting on behalf of the Company in accordance with the Company's organizational documents and applicable law, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to: (a) execute and deliver the Merger Agreement, the Certificate of Merger, and each of the ancillary Transaction Documents to which the Company is or will be a party, together with any and all amendments, modifications, supplements, restatements, or waivers thereto; (b) execute and deliver any and all other documents, agreements, instruments, certificates (including, without limitation, officer's certificates, secretary's certificates, and certificates of good standing), and other writings, whether or not specifically referenced herein, as may be required or contemplated by the Merger Agreement, the Transaction Documents, or any of the transactions contemplated thereby; (c) pay or cause to be paid all fees, costs, expenses, and disbursements in connection with the foregoing, including without limitation legal fees, advisory fees, filing fees, transfer taxes, and other transaction expenses; (d) take or cause to be taken any and all such further actions as such officer or authorized representative may deem necessary, appropriate, or advisable to carry out the intent and purpose of these resolutions and to consummate and make effective the transactions contemplated by the Merger Agreement and the Transaction Documents; and further RESOLVED, that the execution and delivery of any such document, instrument, agreement, or certificate by any such officer or authorized representative shall be conclusive evidence of such person's authority to act on behalf of the Company and of the approval of the Company with respect to the subject matter thereof

Resolution 11: Omnibus Authorization RESOLVED, that each officer and authorized representative of the Company be, and each of them hereby is, authorized, empowered, and directed, for and on behalf of the Company, to do and perform, or cause to be done and performed, all such acts, to execute and deliver, or cause to be executed and delivered, all such instruments, agreements, documents, and certificates, and to take or cause to be taken all such further and other actions, as such person may deem necessary, desirable, or appropriate in order to carry out fully the intent and purposes of the foregoing resolutions, it being understood that the foregoing resolutions are to be broadly construed to authorize the Company, through its officers and authorized representatives, to take all such actions as may be necessary or advisable to consummate the transactions contemplated by the Merger Agreement and the Transaction Documents; and further RESOLVED, that the determination of any officer or authorized representative of the Company that any action taken or document executed by such person is necessary, desirable, or appropriate in connection with the foregoing shall be conclusively evidenced by such person's execution and delivery of such document or the taking of such action

This Written Consent shall be effective as of the date first written above, being March 17, 2025

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument