IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named,
has executed signed and acknowledged this Certificate of Incorporation this 13" day of
October, 2017.

/s/ Cynthia M. Hendzel
Cynthia M. Hendzel, Incorporator

DMS 109012883


Any amendment, repeal or modification of the foregoing provisions of this
Article Eleventh shall not adversely affect any right or protection of any director, officer or other
agent of the Corporation existing at the time of such amendment, repeal or modification.

a a
interest or expectancy of the Corporation in, or in being offered an opportunity to participate in,
any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that
is presented to, or acquired, created or developed by, or which otherwise comes into the
possession of (i) any director of the Corporation who is not an employee of the Corporation or
any of its subsidiaries, or (ii) any holder of Common Stock, or any partner, member, director,
stockholder, employee or agent of any such holder, other than someone who is an employee of
the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter,
transaction or interest is presented to, or acquired, created or developed by, or otherwise comes
into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity
as a director of the Corporation.

[signature page follows]

yeHSUNOEE eee tallestententcpemmittadshyc law sony



Delaware -
“The Fist Sate

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 INCORPORATION OF “SMALL EXCHANGE,
INC.”, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF OCTOBER,
A.D, 2017, AT 11:41 O°CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

KENT COUNTY RECORDER OF DEEDS.

“eileey Wi Botees. Terieany OUSaTe

Authentication: 203398551

6542561 8100
Date: 10-13-17

SR# 20176609936

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



State of Delaware
Secretary of State
Division_of Corporations,
Delivered 11:41 AM 10/13/2017
FILED 11:41 AM 10/13/2017

SR 2 - Nt 5
OITESSS36 - FleNumber 652561 CERTIFICATE OF INCORPORATION

OF
SMALL EXCHANGE, INC.

saThecundemigned:forshe: forganizin: i
and promoting the purposes hereinafter stated, under the provisions
of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the
"General Corporation Law of the State of Delaware"), hereby certifies that:

FIRST: The name of this corporation (the “Corporation” shall be: Small Exchange, Inc.

SECOND: Its registered office in the State of Delaware is 850 New Burton Road,
Suite 201, in the City of Dover, County of Kent 19904. ‘The name of its registered agent at such
address is Cogency Global Inc.

THIRD: The purpose or purposes of the Corporation shall be:

To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of all classes of stock which the Corporation is
authorized to issue is Twelve Million (12,000,000) shares of common stock, $0.0001 par value per
share (“Common Stock”).

The following is a statement of the designations and the powers, privileges and rights,
and the qualifications, limitations or restrictions thereof in respect of the Common Stock of the
Corporation.

L Voting. Each outstanding share of Common Stock shall entitle the holder
thereof to notice of, and the right to vote af, any meeting of stockholders (and written actions in
lieu of meetings). The holders of the Common Stock are entitled to one vote for each share of
Common Stock held at all meetings of stockholders (and written actions in lieu of meetings).
Whenever the Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the provisions of this
certificate of incorporation (“Certificate of Incorporation”) shall entitle the holder thereof to
the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection (b) of Section 242 of the General Corporation Law of the State of Delaware shall
otherwise require; provided, that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or decrease in the number of
authorized shares of said class. For the avoidance of doubt, authorization to issue more than one
class of stock has not been given under this Certificate.

2. Liquidation, Dissolution or Winding Up.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the-assets of the Corporation available for distribution to its stockholders shall be


distributed among the holders of shares of Common Stock, pro rata based on the number of
shares held by each such holder.

FIFTH:

The name and address of the incorporator is as follows:

~ Cynthia M. Hendzel
One N. Wacker Drive, Suite 4400
Chicago, IL 60606

SIXTH: Subject to any additional vote required by this Certificate of Incorporation, the
by-laws of the Corporation (“By-laws”), or agreement among the Corporation and its
stockholders, in furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the By-
laws of the Corporation.

SEVENTH: Subject to any additional vote required by this Certificate of Incorporation,
the number of directors of the Corporation shall be determined in the manner set forth in the By-
laws of the Corporation.

EIGHTH: Elections of directors need not be by written ballot unless the By-laws of the
Corporation shall so provide,

NINTH: Meetings of stockholders may be held within or without the State of Delaware,
as the By-laws of the Corporation may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.

TENTH: To the fullest extent permitted by law, a director of the Corporation shall not
be personally liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. If the General Corporation Law of the State of Delaware or any
other law of the State of Delaware is amended after approval by the stockholders of this Article
Tenth to authorize corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.

Any repeal or modification of the foregoing provisions of this Article Tenth by the
stockholders of the Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of, or increase the liability of any director of the Corporation
with respect to any acts or omissions of such director occurring prior to, such repeal or
modification.

ELEVENTH: To the fullest extent permitted by applicable law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to) directors, officers
and agents of the Corporation (and any other persons to which General Corporation Law of the
State of Delaware permits the Corporation to provide indemnification) through By-law
provisions, agreements with such agents or ether persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement otherwise permitted by
Section 145 of the General Corporation Law of the State of Delaware.

2