CMSEF 

CMSEF Governance Documents Exhibits 

Governance Exhibits 

Certificate of Good Standing 

Certificate of Incorporation 

First Amended and Restated Bylaws 

Clear Markets Technologies, Inc. and ODEX Group, Inc. Certificate of Merger 

Clear Markets Technologies, Inc. Certificate of Good Standing 

Exhibit G 

Governance Documents 

Exhibit 

G-1

G-2

G-3

G-4

G-5

CMSEF Exhibit G Page 1 
















CMSEF Exhibit G-3 

Chairman shall perform such duties and possess such powers as are assigned by the Board of 

Directors and, if the Chairman of the Board is also designated as the corporation's Chief 

Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in 

Section 3.8 of these Bylaws. Unless otherwise provided by the Board of Directors, the Chainnan 

of the Board shall preside at all meetings of the Board of Directors and stockholders. 

3 .8 President; Chief Executive Officer. Unless the Board of Directors has designated 

the Chairman of the Board or another person as the corporation's Chief Executive Officer, the 

President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer 

shall have general charge and supervision of the business of the Corporation subject to the 

direction of the Board of Directors. The President shall perform such other duties and shall have 

such other powers as the Board of Directors and the Chief Executive Officer (if the Chairman of 

the Board or another person is serving in such position) may from time to time prescribe. 

3.9 Vice Presidents. Any Vice President shall perform such duties and possess such 

powers as the Board of Directors or the Chief Executive Officer may from time to time 

prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or 

the President (if the President is not the Chief Executive Officer), the Vice President (or if there 

shall be more than one, the Vice Presidents in the order determined by the Board of Directors) 

shall perform the duties of the Chief Executive Officer and when so performing shall have all the 

powers of and be subject to all the restrictions upon the Chief Executive Officer. The Board of 

Directors may assign to any Vice President the title of Executive Vice President, Senior Vice 

President or any other title selected by the Board of Directors. 

3.10 Secretary and Assistant Secretaries. The Secretary shall perform such duties and 

shall have such powers as the Board of Directors or the Chief Executive Officer may from time 

to time prescribe. 1n addition, the Secretary shall perform such duties and have such powers as 

are incident to the office of the secretary, including without limitation the duty and power lo give 

notices of all meetings of stockholders and special meetings of the Board of Directors, to attend 

all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to 

maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be 

custodian of corporate records and the corporate seal and to affix and attest to the same on 

documents. 

Any Assistant Secretary shall perform such duties and possess such powers as the Board 

of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In 

the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if 

there shall be more than one, the Assistant Secretaries in the order determined by the Board of 

Directors) shall perform the duties and exercise the powers of the Secretary. 

ln the absence of the Secretary or any Assistant Secretary at any meeting of stockholders 

or directors, the chairman of the meeting shall designate a temporary secretary to keep a record 

of the meeting. 

CMSEF Bylaws CMSEF Exhibit G-3 Page 9 







CMSEF Exhibit G-4 

'lJe[aware PAGE 1 

'lfie. 'first State 

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

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

COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: 

''ODEX GROUP, INC. 11, A DELAWARE CORPORATION, 

WITH AND INTO "CLEAR MARKETS TECHNOLOGIES, INC. 11 UNDER THE 

NAME OF "CLEAR MARKETS TECHNOLOGIES, INC. ", A CORPORATION 

ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, 

AS RECEIVED AND FILED IN TRIS OFFICE THE TWENTY-SEVENTH DAY OF 

NOVEMBER, A.D. 2013, AT 6:34 O'CLOCK P.H. 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE 

NEW CASTLE COUNTY RECORDER OF DEEDS. 

5416470 8100M 

131360442 DATE: 12-03-13 

You .cnay veri�y th.is certificate online 

at corp.delaw<1.re.gov/authver.shbal 
CMSEF Exhibit G-4 

State of Delaware 

Searetaxy of Stat.e 

Divi.sioo 0£ Corporation.s 

DeliveNd 

FILED 

06:34 PM 11/27/2013 

SRV 

06: 34 PM 11/27/2013 

131360442 - 5416470 FILE 

STATE OF DELAWARE 

CERTIFICATE OF MERGER OF 

DOMESTIC CORPORATIONS 

Pursuant to Title 8, Section 25l(c) of the Delaware General Corporation Law, the undersigned 

corporation executed the following Certi ficatc of Merger: 

FIRST: The name of the surviving corporation is CLEAR MARKfffS TECJ lNOLOGJES, INC., 

and the name of the corpordtion being mergt:d into this surviving corporation is ODEX GROlJP, 

INC. 

S�COND: The Agreement and Plan of Merger bas been approved, ndoptcd, certified, executed 

and acknowledged by each of the constituent corporations. 

THIRD: The name of the surviving corporation is CLEAR MARKETS TECHNOLOGIES, 

INC., a Delaware corporation. 

FOURTH: The Certificate of incorporation of the surviving corporation sbaJI be tis existing 

Ce>1ificate of lncorporntion. 

FIFTH: The merger is to bocomc cffoclive on !he filing of this Certificace of Merger. 

SLXTH · The Agreement and Plan of Merger is on file at 831 Ea.st Morehead Street, Suite 150, 

Charlotte, North Carolina 28202, the place of business of the surviving corporncion. 

SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by the swviving 

corporation on n:quest, without cost, to any stockholder of the constituent corporatio,ns. 

I� WITNESS WHEREOF, said surviving corporation has ca� this ccrtl{icate to be signed 

by an authorized officer, the� day of November, 2013/ , .

. /.,

--·----

./ 

/." t, / L .... ... 

By· . I- - • //'. l l ,; _,8l]'RWn,?. Dorsch 

/ President 

CMSEF Exhibit G-4 Page 2 
CMSEF 'lJe[aware 

'Ifie :first State 

Exhibit G-5 

PAGE 1 

· I, JEFFREY 'Ii. BULLOCK, SECRET'ARY OF STATE OF THE STATE OF

DELANA.RB, DO HEREBY CERTIFY "CLEAR MARKETS TECHNOLOGIES, INC. "

IS DULY INCORPORATED UNDER !l'BB LAWS OF TBE S�B OF DELAIIARE AND 

IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXIS'l'ENCE SO FAR 

AS. THE RECORDS OF THIS OFFICE SBO'II, AS OF THE 'l'EJNTB DAY OF 

DECEMBER, A. D. 2013. 

AND I DO HEREBY FURTHER CERTIFY THAT 'l'BE SAID "CLEAR MARKETS 

'l'ECHNOLOGIES, INC. " WAS INCORPORATED ON TBE SIXTEEN'l'B DAY OF 

OCTOBER, A.D. 2013. 

54164 70 8300 

131397894 

Jeffrey w. Oulloclc, S4Krelllry of State 

TION: 0963485 

DATE: 12-10-13 

YC?U m.iy �fUY �· �!Z'����!��l.tne 

CMSEF Exhibit G-5 Page 1