DCM Exhibit G

Exhibit G

Exhibit G

Attach as Exhibit G, a copy of the constitution, articles of incorporation, formation or association with all amendments

thereto, partnership or limited liability agreements, and existing bylaws, operating agreement, rules or instruments

corresponding thereto, of the Applicant.  Include any additional governance fitness information not included in Exhibit

C.  Provide a certificate of good standing dated within one week of the date of this Form DCM.

Response:

The Operating Agreement and the Certificate of Formation of the Exchange are attached as Exhibits G‐1 and G‐2.

A Certificate of Good Standing for the Exchange is attached as Exhibit G‐3.

The first amendment to the QCX LLC agreement is attached as Exhibit G‐4.

The second amendment to the QCX LLC agreement is attached as Exhibit G‐5.

 
PAGE 1 of 1 Service Request# 20213204568 

l'tate nf i!I.Plamare 

8553940 

DANSARFATI 

9972 MARSALA WAY 

DELRAY, FL 33446 

SECRETARY OF STATE 

DIVISION OF CORPORATIONS 

P.O. eoxasa 

DOVER, DELAWARE 19903 

09-10-2021 

DESCRIPTION AMOUNT 

5229787 - QCX LIMITED LIABILITY COMPANY 

8100 Certified Copy- 1 Copies 

5229787 - QCX LIMITED LIABILITY COMPANY 

Entity Status - Short Form 

5229787 - QCX LIMITED LIABILITY COMPANY 

4800 Apostille 1 Copies 

5229787 - QCX LIMITED LIABILITY COMPANY 

8100 Certified Copy- 1 Copies 

5229787 • QCX LIMITED LIABILITY COMPANY 

4800 Apostille 1 Copies 

Expedite Certified 24 Hour 

Certification Fee 

Expedite Fee, 24 Hour 

Apostille 

Certification Fee 

Document Page Fee 

Apostille 

TOTAL CHARGES 

TOTAL PAYMENTS 

BALANCE 

$50.00 

$50.00 

$40.00 

$30.00 

$50.00 

$2.00 

$30.00 

$252.00 

$252.00 

$0.00 

DCM Exhibits G-1 & G-2
Apostille 

(Convention de La Haye du 5 Octobre 1961) 

1 . Country: United States of America 

This public document : 

2 . has been signed by Jeffrey W. Bullock 

3 . acting in the capacity of Secretary Of State Of Delaware 

4 . bears the seal/ stamp of Office Of Secretary Of State 

Certified 

5. at Dover, Delaware 

6 . tenth day of September, A . D. 2021 

7 . by Secretary of State , Delaware Department of State 

8 . No.204124984 

9. Seal/ Stamp: 10 . Signature: 

DCM Exhibits G-1 & G-2
Delaware Page 1 

The First State 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY "QCX LIMITED LIABILITY COMPANY" IS DULY 

FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD 

STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS 

OFFICE SHOW, AS OF THE TENTH DAY OF SEPTEMBER, A.D. 2021. 

5229787 8300 

......_�;;�-;:;,, 

Authentication: 204124983 

SR# 20213204568 Date: 09-10-21 

You may verify this certificate online at 'corp✓.dd;,,, r1:,.gov/authver.shtml 

DCM Exhibits G-1 & G-2
Apostille 

(Convention de La Haye du 5 Octobre 1961) 

1. Country: United States of America

This public document: 

2. has been signed by Jeffrey W. Bullock

3. acting in the capacity of Secretary Of State Of Delaware

4. bears the seal/stamp of Office Of Secretary Of State

Certified 

5. at Dover, Delaware

6. tenth day of September, A.D. 2021

7. by Secretary of State, Delaware Department of State

8. No.204125013

9. Seal/Stamp: , 10.

DCM Exhibits G-1 & G-2
Delaware 

The First State 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT 

COPY OF THE CERTIFICATE OF FORMATION OF "QCX LIMITED LIABILITY 

COMPANY", FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF 

FEBRUARY, A.D. 2021, AT 12:55 O'CLOCK P.M. 

Page 1 

5229787 8100 

SR# 20213204568 

Authentication: 204125012 

Date: 09-10-21 

You may verify this certificate on line at corp.dei-awa1 e.�ov/authver.shtml

DCM Exhibits G-1 & G-2
. .. 

State or Delaware 

Secretary of State 

Division or Corporations 

Delivered 12:55 PM 02/23/2021 

FILED 12:55 PM 02/23/2021 

SR 20210585979 - File Number 5229787 STATE OF DELAWARE 

CERTIFICATE OF FORMATION 

OF LIMITED LIABILITY COMP ANY 

The undersigned.authorized person, desiring to form a limited liability company pursuant 

to the Limited Liability Company Act of the State of Delaware, hereby certifies as 

follows: 

1. The name of the limited liability company is acx LIMITED LIABILITY COMPANY

2. The Registered Office of the limited iiability company in the State of Delaware is

located at 251 Little Falls Drive (street),

in the City of Wilmington , Zip Code 19808 • The

name of the Registered Agent at such address upon whom process against this limited

liability company may be served is Corporation Seivice Company 

By:4 

Authorized Person 

Name: JUSTIN D. HERTZBERG, MANAGER 

Print or Type 

DCM Exhibits G-1 & G-2
LIMITED LIABILITY COMP ANY 

AMENDED AND RESTATED OPERATING AGREEMENT 

OF 

QCX LIMITED LIABILITY COMPANY 

This Amended and Restated Limited Liability Company Operating Agreement (this 

"Agreement') of QCX Limited Liability Company, a Delaware limited liability company (the 

"Company"), is entered into by QCL Quad Code USA Corporation, a Delaware corporation, as 

the sole member (the "Sole Member" or '�Member") of the Company, effective as of the 9th day 

of September, 2021 (the "Effective Date"). 

WHEREAS, the Company was formed as a limited liability company under the Delaware 

Limited Liability Company Act (6 Del. C. § 1801, et seq.), as amended from time to time (the 

"Acf'), by filing Certificate of Formation (the "Certificate") with the Department of State of the 

State of Delaware, Division of Corporations, on February 23, 2021; 

WHEREAS, the Company plans to make a capital contribution (the "QCX Contribution") 

(Attached hereto as "Exhibit A ) and assign all of its membership interests of the Company to the 

Sole Member; 

WHEREAS, on September, 2021, the Member executes a Written Consent ratifying the 

contribution of $2,500 (Two Thousand Five Hundred U.S. Dollars and Zero Cents) to the 

Company (Attached hereto as "Exhibit B':;; and 

WHEREAS, the Sole Member desires to adopt this Agreement as the operating agreement 

of the Company in order to establish certain rules and procedures to govern the conduct of the 

business and affairs of the Company. 

NOW THEREFORE, the Sole Member hereby agrees to the following: 

1. Name. The name of the limited liability company is QCX Limited Liability Company. The

business of the Company may be conducted under any other name deemed necessary or

desirable by the Sole Member in order to comply with Delaware and applicable law.

2. Purpose. The Company is formed for the object and purpose of engaging business to be

conducted and promoted by the Company and to exercise any powers permitted to limited

liability companies organized under the Act that are necessary or incidental to the

foregoing.

3. Registered Office; Registered Agent. The address of the registered office of the

Company is in the State of Florida, and has a post address of 1673 8 Cannes Street, Delray

Beach, FL 33446. The name of the registered agent of the Company for service of process

on the Company is Corporation Service Company ('�CSC') with a post address of 251 Little

Falls Drive, Wilmington, DE, 19808.

4. Member. The name of the Sole Member is QCL Quad Code USA Corporation. The Sole

Member was admitted as a Member of the Company upon the effectiveness of the QCX

DCM Exhibits G-1 & G-2
QCX, LLC Amended & Restated Limited Liability 

Company Operating Agreement 

Contribution (See "QCX Limited Liability Company Written Consent' attached hereto as 

"Exhibit B"). 

5. Powers. The business and affairs of the Company shall be managed by Justin D. Hertzberg

(the "Manager"). The Manager shall have the power to do any and all acts necessary or

convenient to or for the furtherance of the purposes described herein� including all powers,

statutory or otherwise, possessed by members under the laws of the State of Florida. The

Manager, as authorized by the Sole Member, shall execute, deliver and file any other

certificates, instruments, notices, documents (and any amendments and/or restatements

thereof) necessary for the Company to carry out and exercise any and all business and

affairs of the Company and to perform other undertakings such as to qualify the Company

to do business in any jurisdiction in which the Company may wish to conduct business.

6. Officers. The Manager may appoint one or more officers ("Officers") of the Company

and provide the power and authority that such Officers have.

7. Capital Contributions. The Sole Member has contributed to the Company as set forth on

Exhibit "A" attached hereto and made a part hereof. The Sole Member may make such

additional contributions to the Company as it deems necessary or advisable in connection

with the business of the Company.

8. Disregarded Entity. The Company shall be treated as a disregarded entity of the Member

within the meaning of Section 301.7701-3 of the Treasury Regulations promulgated under

the Internal Revenue Code of 1986, as amended from time to time. As such, the Company

shall not maintain capital accounts or allocate income, gain, deduction or loss to the

Member.

9. Distributions. Distributions shall be made to the Sole Member at the times and in the

aggregate amounts determined by the Sole Member. Notwithstanding any provision to the

contrary contained in this Agreement, the Company shall not be required to make a

distribution to the Sole Member on account of its membership interest in the Company if

such distribution would violate the Act or any other applicable law.

10. Liability of Member. The Sole Member shall not have any liability for the obligations or

liabilities of the Company except to the extent provided in the Act.

11. Dissolution. The Company shall dissolve its existence and its affairs shall be wound up in

compliance with the Act by (a) written consent of the Sole Member, (b) any time there are

no members of the Company by a person appointed to wind up the Company's activities

and affairs, unless the Company is continued in accordance with the Act, or ( c) the entry

of a decree of judicial dissolution under the Act ( .. Event of Termination"). Upon the Event

of Termination, the Member, Officers or an authorized representative of the Company shall

distribute the proceeds in the following order of priority, unless required by mandatory

provisions of applicable law, (i) to pay all expenses, (ii) pay debts and creditors including

expenses ofliquidation, (iii) establishment of any reserve for any contingent or unforeseen

liabilities or obligation, and (iv) lastly, to the Member. Upon compliance with the

distribution plan, the Member or if there is no member an authorized representative of the

2 

DCM Exhibits G-1 & G-2
QCX, LLC Amended & Restated Limited Liability 

Company Operating Agreement 

Company, shall execute, acknowledge and cause to file articles of dissolution with the 

Department of State. 

12. Transfers. The Sole Member may transfer all or any part of its membership interests to

any Person pursuant to a written assignment instrument. For purposes hereof, "Person"

means any individual, partnership (whether general or limited), joint venture, limited

liability company, corporation, trust, estate, association, government, nominee or other

entity.

13. Admission of Additional Members. One or more additional Members of the Company

may be admitted to the Company with the written consent of the Sole Member.

14. Counterpart and Facsimile Signatures. Actions taken by the Sole Member and Manager

by written consent, pursuant to the Act, may be executed in one or more counterparts, all

of which together shall constitute one and the same document and facsimile or electronic

signatures shall have the same effect as original signatures.

15. Governing Law. This Agreement shall be governed by, and construed under, the laws of

the State of Florida, as if executed in Delray Beach, Florida, all rights and remedies being

governed by said laws.

SIGNATURES ON FOLLOWING PAGE 

3 

DCM Exhibits G-1 & G-2
IN WITNESS WHEREOF the undersigned intending to be legally bound hereby has 

duly e ecuted this Limited Liability Company Operating Agreement as of the day first above 

written. 

QCX LIMITED LIABILJTY COMPANY 

By: Just1 . D. Hertzberg 

Its: Manager 

State of Florida ) 

) SS: 

County of Palm Beach ) 

I CERTIFY that on 9

th of September 2021 Justin D. Hertzberg either known to me 

personally or presented a valid Driver's License # H l,pjl--L}t�4-XI - I�/ ::0 came before me 

and stated to my satisfaction that: 

(a) is authorized to and did execute this instrument a Manager of QCX Limited

Liability Company; and

(b) Executed this instrument a the act of the entity named in this instrument.

In witne s whereof I hereunto et my hand and o 1 ial 

_.-;ii':�-�--- JENNIFER HALL ;./A\.� MY COMMISSION II HH 0368. 

�t�i-' EXPIRES: September 22. 20;

·••,!:f.�•··· Bonded Thru Nora,y Publk: Under.v, . _,

ADDITIONAL SIGNATURE ON FOLLOWING PAGE 

[Signature Page QCX Limited Liability Company Amend d and Restated Operating Agreement] 

DCM Exhibits G-1 & G-2
SOLE MEMBER 

D CODE USA CORPORATION 

By: Justin . Hertzberg 

Its: Director 

State of Florida ) 

) 

County of Palm Beach ) 

I CERTIFY that on the 9

th of September 2021 Justin D. Hertzberg either known to me 

personally or presented a valid Driver's License #ijvfY.��2V-jJ- It/I came before me 

and stated to my satisfaction that: 

(a) is authorized to and did execute this instrument as Director of QCL Q AD CODE

U A CORPORATION; and

(b) Executed this instrument a the act of th entity named in thjs instrument.

In witne s whereof, I hereunto set my hand and o 

5 

.--i����-�\ JENNIFER HALL f. / � \ • � MY COMMISSION # HH 036823 \���.w EXPIRES: September 22, 2024 ·•-�rJ� •• -· Bonded ThN Notary Public Undeiwrtters 

DCM Exhibits G-1 & G-2
"EXHIBIT "A" 

QCX, LLC CAPITAL CONTRIBUTIONS

Member N rune 

QCL Quad Code USA Corporation 

Capital 

Contribution 

$2,500 

Total Units: 10,000 

6 

Membership 

Interests 

100% 

DCM Exhibits G-1 & G-2
WRITTEN CONSENT 

OF 

THE 

MANAGER AND MEMBER OF 

QCX LIMITED LIABILITY COMP ANY 

Each of the undersigned, being the manager (the "Manager") and sole member of QCX 

LIMITED LIABILITY COMP ANY, a Delaware limited liability company (the "Company"), 

hereby consent to (this "Consenf') and adopt each set of resolutions attached hereto, waives any 

required notice in connection therewith and approves the same effective as of the date (the 

"Effective Date") set forth above. 

1. Ratification of Companv's Operating Agreement

WHEREAS, Company filed its Certificate of Formation on June 25, 2021 with the

Department of State for the State of Delaware, Division of Corporations; and, 

WHEREAS, Justin D. Hertzberg, Manager for the Company and QCL Quad Code USA 

Corporation, a Delaware corporation ("Sole Member'') with its principal offices located at 16738 

Cannes Street, Delray Beach, FL 33446, desire to ratify the Company's Operating Agreement 

attached hereto as "Exhibit A". 

2. Funding & Capital Contribution

WHEREAS, Justin D. Hertzberg, Manager for the Company and QCL Quad Code USA

Corporation, as Sole Member desire to open a bank account at time and with a financial institution 

determined by the Sole .Member, to which account Justin D. Hertzberg shall act as a signatory; 

and, 

WHEREAS, the, as Sole Member desire to make a capital contribution in the amount of 

Two Thousand Five Hundred U.S. Dollars and Zero Cents ($2,500). 

NOW, THEREFORE, BE IT RESOLVED, that the undersigned Sole Member, being all 

the Sole Member of the Company, consent to, agree to and acknowledge the following resolutions: 

1. Ratification of Company's Operating Agreement

RESOLVED, Justin D. Hertzberg shall act as the Manager for the Company and QCL

Quad Code USA Corporation, a Delaware corporation, as Sole Member ratifies the Company's 

Operating Agreement ("Exhibit A"). 

2. Funding and Capital Contribution.

FURTHER RESOLVED, Justin D. Hertzberg, Manager for the Company and QCL Quad

Code USA Corporation, as sole member, desire to open a bank account at time and with a financial 

DCM Exhibits G-1 & G-2
QCX Limited Liability Company Written Consent 

institution determined by the Sole Member, and authorizes Justin D. Hertzberg shall act as a 

signatory; and, 

RESOLVED, the, as Sole Member makes a capital contribution in the amount of Two 

Thousand Five Hundred U.S. Dollars and Zero Cents ($2,500) and authorizes the issuance of a 

total of a ten thousand units by the Company; 

RESOLVED FURTHER, that the Manager of the Company be and is hereby authorized, 

empowered and directed to do all acts and things as may be necessary on the part of the Company 

to carry out the spirit and purpose of these resolutions, and to resolve in his, , all questions of 

method, form and detail, and to execute, acknowledge and file in the name and on behalf of the 

Company all such instruments and documents as may be deemed necessary or advisable in order 

to accomplish the purposes of these resolutions; and the Secretary or any Assistant Secretary of 

the Company be and each hereby is authorized and directed to attest any such instrument or 

instruments and to affix the corporate seal thereto. 

3. General Ratification and Authorization

RESOLVED, that in addition to and without limiting the foregoing, the officers of the 

Company be, and each of them hereby is, directed and authorized to take, or cause to be taken, 

such further action, and to execute and deliver, or cause to be delivered, for and in the name and 

on behalf of the Company, all such instruments and docwnents as he or she may deem appropriate 

in order to effect the purpose and intent of the foregoing resolutions ( as conclusively evidenced by 

the taking of such action or the execution and delivery of such instruments, as the case may be, by 

or under the direction of an officer of the Company) and all action heretofore taken by such officers 

and agents of the Company in connection with the subject of the foregoing recitals and resolutions 

be, and it hereby is, adopted, approved, ratified and confirmed in all respects as the act and deed 

of the Company. 

A facsimile copy of this Consent shall be deemed an original and any person may rely upon 

a facsimile copy of this Consent in determining the validity of the actions taken by the Company 

hereunder. This Consent may be executed in any number of counterparts, each of which will be 

deemed an original, and all of which together will constitute one and the same instrument. 

The undersigned hereby direct that a copy of these resolutions be filed with the minutes of 

the proceedings of the Company. 

[SIGNATURE PAGE FOLLOWS} 

2 

DCM Exhibits G-1 & G-2
QCX Limited Liability ompany Written on ent 

IN WITNESS WHEREOF, the under igned hav executed thi Consent as of the first 

date set forth abo 

QCX LIMITED LIABILITY COMPANY 

By: J±. Hertzberg 

Its: Manager 

tat of Florida ) 

) S: 

County of Palm Beach ) 

I ERTIFY that on eptember 9th 2021 Justin D. Hertzberg either known to me personaJly, or

presented a valid Driver's License# HlA -t./fit/jt{1-/I-O came before me and stated to my 

. atisfaction that: 

(a) is authorized to and did execute thi instrument as Manager of QCX Limited

Liability Company· and

(b) Ex cuted this instrument as the act of th

In witness wh reof I hereunto s t my hand and o 

instrument. 

... ,·,:f,1��- JENNIFER HAil. (f'�\:� MY COMMISSION# HH 036823 

\j-�j.f EXPIRES; September 22, 2024 

·•t.r, �H���-·· Bonded Thru Nolary Put>ric Undffi-Ttlets 

ADDITIONAL SIGNATURE ON FOLLOWING PAGE 

3 

DCM Exhibits G-1 & G-2
tate of Florida 

Q 'X Limited Liability ompany Wr;rren onsent 

SOLE MEMBER 

ODE USA CORPORA TIO 

By: Justin . Hertzb rg 

It : Director 

) 

) S: 

County of Palm B ach ) 

I CERTIFY that on epternber 91h

. 2021, Justin D. Hertzberg, either known to me personally or 

presented a · alid Driver's License# HlP3a. YaY-tl- j ti ..iJ came before me and stated to my 

satisfaction that: 

(a) is authorized to and did execute thi instrument as Director of QCL QUAD CODE

U A CORPORA TIO · and,

(b) Executed this instrument as the act of th entity named in this instrument.

In witne wh reof I hereunto et my hand and o 

4 

:-i!'!'-"-���--- JENNIFER HALL ff./JJ.\.� MY COMMISSION# HH 036823

'·�·�jf EXPIRES: September 22. 2024 <r,�;r,:�.-•· Bonded Thi\, Nota,y Public Underwriters 

DCM Exhibits G-1 & G-2
QCX Limited Liability Compan y Written Consent 

EXHIBIT A 

QCX LIMITED LIABILITY COMP ANY 

AMENDED AND REST A TED OPERATING AGREEMENT 

DATED SEPTEMBER 9

ni

, 2021 

5 

DCM Exhibits G-1 & G-2
STATE OF DELAWARE 

CERTIFICATE OF FORMATION 

OF LIMITED LIABILITY COMPANY 

The undersigned authorized person, desiring to form a limited liability company pursuant 

to the Limited Liability Company Act of the State of Delaware, hereby certifies as 

follows: 

1. The name of the limited liability company is acx LIMITED LIABILITY COMPANY

2. The Registered Office of the limited liability company in the State of Delaware is

located at 251 Little Falls Drive (street), 

in the City of Wilmington , Zip Code 19808 . The 

name of the Registered Agent at such address upon whom process against this limited 

liability company may be served is Corporation Service Company

By:1⁄2 

Authorized Person

Name: JUSTIN D. HERTZBERG, MANAGER

Print or Type 

DCM Exhibits G-1 & G-2
Delaware

The First State

Page 1

5229787 8300 Authentication: 203687695

SR# 20222734641 Date: 06-15-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY "QCX LIMITED LIABILITY COMPANY" IS DULY 

FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD 

STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS 

OFFICE SHOW, AS OF THE FIFTEENTH DAY OF JUNE, A.D. 2022. 

AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "QCX LIMITED 

LIABILITY COMPANY" WAS FORMED ON THE TWENTY-THIRD DAY OF FEBRUARY, 

A.D. 2021.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN 

PAID TO DATE. 

DCM Exhibit G-3
4865-4099-1756 v.1

This FIRST AMENDMENT (this “Amendment”) TO THE LIMITED LIABILITY 

COMPANY AGREEMENT of QCX LLC, a Delaware limited liability company (the 

“Company”) is adopted, executed delivered and agreed to by QCL QUAD CODE USA 

Corporation, a Delaware corporation, as the sole member of the Company (the “Member”) as of 

February 12, 2022.

WHEREAS, the Member executed and delivered that certain Limited Liability Company 

Agreement of the Company, dated September 9, 2021 (the “Agreement”), on the terms and 

conditions set forth therein; 

WHEREAS, pursuant to the Agreement, the Member desires to amend the Agreement as 

hereinafter set forth. 

NOW, THEREFORE, the Member hereby adopts, executes, delivers and agrees as follows: 

1. Amendment of the Agreement. Effective as of the date hereof, Exhibit A to the

Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A attached 

hereto. 

2. No Further Modifications. Except as set forth in this Amendment, all other terms and

provisions of the Agreement shall be and remain unmodified an in full force and effect. 

3. Successors and Assigns. This Amendment shall be binding on the Members and their

respective successors and assigns. 

4. Governing Law. This Amendment shall be governed by and construed under the laws of

the State of Delaware, excluding any conflicts of laws rule or principle that might refer the 

governance or construction of this Amendment to the law of another jurisdiction

5. Counterparts. This Amendment may be executed in any number of counterparts, each

such counterpart being deemed to be an original instrument, and all such counterparts shall 

together constitute the same agreement. A signed copy of this Amendment delivered by facsimile, 

email or other means of electronic transmission shall be deemed to have the same legal effect as 

delivery of an original signed copy of this Amendment.

IN WITNESS THEREOF, the undersigned has caused this Amendment to be duly effective 

as of the date first written above. 

 QCL QUAD CODE USA Corporation, as the Member.

By ________________

Name: Justin Hertzberg

 Title: Director

DCM Exhibit G-4
4865-4099-1756 v.1

EXHIBIT A

QCX LLC Capital Contributions

Name of Member Capital Contribution Membership Interests

QCL QUAD CODE USA Corporation $1,000,000 100%

Total Units: 10,000

DCM Exhibit G-4
4861-2609-9226 v.3

This SECOND AMENDMENT (this “Amendment”) TO THE LIMITED LIABILITY 

COMPANY AGREEMENT of QCX LLC, a Delaware limited liability company (the 

“Company”) is adopted, executed delivered and agreed to by QCL QUAD CODE USA 

Corporation, a Delaware corporation, as the sole member of the Company (the “Member”) as of 

May 26, 2022.

WHEREAS, the Member executed and delivered that certain Limited Liability Company 

Agreement of the Company, dated September 9, 2021 (the “Agreement”), on the terms and 

conditions set forth therein; 

WHEREAS, pursuant to the Agreement, the Member desires to amend the Agreement as

hereinafter set forth. 

NOW, THEREFORE, the Member hereby adopts, executes, delivers and agrees as follows: 

1. Amendment of the Agreement. Effective as of the date hereof, Section 5, Section 6 and

Section 14 of the Agreement are hereby amended and restated to read in their entirety as set forth 

below:

“5. Management. 

a) Establishment of the Board; Powers. A board of managers of the

Company (the “Board”) is hereby established and shall be comprised

initially of five (5) natural persons (each such person, a “Manager”).

The Board shall initially be comprised of the following individuals: (i)

Matthew Childers, (ii) Anton Rabinovich, (iii) Jeffry Henderson, (iv)

Donald Horwitz, and (v) the Chief Executive Officer (“CEO”) of the

Company, who shall initially be Justin Hertzberg. The business and

affairs of the Company shall be managed, operated, and controlled by

or under the direction of the Board, and the Board shall have, and is

hereby granted, the full and complete power, authority, and discretion

for, on behalf of and in the name of the Company, to take such actions

as it may in its sole discretion deem necessary or advisable to carry out

any and all of the objectives and purposes of the Company, subject only

to the terms of this Agreement.

b) Public Directors. Pursuant to 17 CFR Appendix B to Part 38 of the

regulations of the Commodity Futures Trading Commission (“CTFC”),

the Board shall take all necessary action to disclose to the CFTC the

individuals appointed “public directors,” as defined in CFTC

regulations, and the basis for determining that such individuals qualify

as “public directors.” The “public directors” shall initially be Jeffry

Henderson and Donald Horwitz.

c) Number and Qualification. Subject to Section 5(a), the number of

Managers which shall constitute the whole Board shall be determined

from time to time by resolution of the Board. Regardless of the number

of Managers which shall constitute the whole Board, pursuant to 17

DCM Exhibit G-5
4861-2609-9226 v.3

CFR Appendix B to Part 38 of the CFTC’s regulations, at least thirtyfive percent of such Managers must qualify as “public directors”. 

d) Vacancies; Reduction of Board. Subject to Section 5(a) and Section

5(c), (i) a majority of the Managers then in office, even if less than a

quorum, or a sole remaining Manager, may fill vacancies in the Board

occurring for any reason, including newly created vacancies resulting

from any increase in the authorized number of Managers; and (ii) in lieu

of filling any vacancy, the Board may reduce the number of Managers

that comprise the Board, subject to any subsequent changes in the

number of Managers.

e) Tenure. Except as otherwise provided by law or this Agreement,

Managers shall hold office until their successors are elected and

qualified or until their earlier resignation or removal. Any Manager may

resign at any time upon notice given in writing or by electronic

transmission to the Company; provided that such resignation shall also

be effective as to such Manager’s tenure on the board of directors of the

Sole Member and any subsidiary of the Sole Member. Such resignation

shall be effective upon receipt unless it is specified to be effective at

some other time or upon the happening of some other event.

f) Removal. To the extent permitted by law, a Manager may be removed

from office with or without cause by vote of a majority of Members.

g) Meetings. Regular meetings of the Board may be held without notice

if consented to or approved by Managers 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 Managers entitled to vote thereon

were present and voted, at such time, date and place as the Board may

from time to time determine. Special meetings of the Board may be

called, orally or in writing, by the CEO, if one is elected, or, if there is

no CEO, by two or more Managers, designating the time, date and place

thereof. Managers may participate in meetings of the Board by means

of conference telephone or other communications equipment by means

of which all Managers participating in the meeting can hear each other,

and participation in a meeting in accordance herewith shall constitute

presence in person at such meeting.

h) Notice of Meetings. To the extent notice is provided, notice of the time,

date and place of all special meetings of the Board shall be given to each

Manager by the Secretary, or Assistant Secretary, or in case of the death,

absence, incapacity or refusal of such persons, by the officer or one of

the Managers calling the meeting. Notice shall be given to each

Manager in person, by telephone, or by facsimile, electronic mail or

other form of electronic communications, sent to such Manager’s

business or home address at least twenty-four (24) hours in advance of

the meeting, or by written notice mailed to such Manager’s business or

home address at least forty-eight (48) hours in advance of the meeting.

i) Quorum. At any meeting of the Board, a majority of the total number

of Managers shall constitute a quorum for the transaction of business.

DCM Exhibit G-5
4861-2609-9226 v.3

Less than a quorum may adjourn any meeting from time to time and the 

meeting may be held as adjourned without further notice.

j) Action at Meeting. At any meeting of the Board at which a quorum is

present, unless otherwise provided in the following sentence, a majority

of the Managers present may take any action on behalf of the Board,

unless a larger number is required by law or this Agreement. So long as

there are two (2) or fewer Managers, any action to be taken by the Board

shall require the approval of all Managers.

k) Action by Consent. Any action required or permitted to be taken at

any meeting of the Board may be taken without a meeting if all

Managers consent thereto in writing or by electronic transmission, and

the writing or writings or electronic transmission or transmissions are

filed with the records of the meetings of the Board. 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.

l) Committees. The Board may, by resolution passed by a majority of the

Managers, establish one or more committees, each committee to consist

of one or more Managers. The Board may designate one or more

Managers as alternate members of any committee, who may replace any

absent or disqualified Manager at any meeting of the 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 such member or members constitute a quorum,

may unanimously appoint another Manager to act at the meeting in the

place of any such absent or disqualified person.

Any such committee, to the extent permitted by law and to the extent

provided in the resolution of the Board, shall have and may exercise all

the powers and authority of the Board in the management of the business

and affairs of the Company. and may authorize the seal of the Company

to be affixed to all papers which may require it; but no such committee

shall have the power or authority in reference to the following: (i)

approving or adopting any action or matter expressly required by law or

this Agreement to be submitted to the Members for approval or (ii)

adopting, amending or repealing any provision of this Agreement.

Except as the Board may otherwise determine, any such committee may

make rules for the conduct of its business, but in the absence of such

rules its business shall be conducted so far as possible in the same

manner as is provided in this Agreement for the Board. All members of

such committees shall hold their committee offices at the pleasure of the

Board, and the Board may abolish any committee at any time.”

“6. Officers. At any meeting of the Board, the Board may appoint one or more 

officers (“Officers”) of the Company and provide the power and authority that such 

Officers have. Subject to this Agreement, each Officer of the Company shall have 

in addition to the duties and powers specifically set forth in this Agreement, such 

duties and powers as are customarily incident to such officer’s office, and such 

DCM Exhibit G-5
4861-2609-9226 v.3

duties and powers as may be designated from time to time by the Board, except as 

otherwise limited by applicable regulation or law.”

“14. Counterpart and Facsimile Signatures. Actions taken by the Sole Member 

and Board by written consent, pursuant to the Act, may be executed in one or more 

counterparts, all of which together shall constitute one and the same document and 

facsimile or electronic signatures shall have the same effect as original signatures.”

2. No Further Modifications. Except as set forth in this Amendment, all other terms and

provisions of the Agreement shall be and remain unmodified an in full force and effect. 

3. Successors and Assigns. This Amendment shall be binding on the Members and their

respective successors and assigns. 

4. Governing Law. This Amendment shall be governed by and construed under the laws of

the State of Delaware, excluding any conflicts of laws rule or principle that might refer the 

governance or construction of this Amendment to the law of another jurisdiction

5. Counterparts. This Amendment may be executed in any number of counterparts, each

such counterpart being deemed to be an original instrument, and all such counterparts shall 

together constitute the same agreement. A signed copy of this Amendment delivered by facsimile, 

email or other means of electronic transmission shall be deemed to have the same legal effect as 

delivery of an original signed copy of this Amendment.

IN WITNESS THEREOF, the undersigned has caused this Amendment to be duly effective 

as of the date first written above. 

 QCL QUAD CODE USA Corporation, as the Member.

By ________________

Name: Justin Hertzberg

 Title: Director

DCM Exhibit G-5