DCO Exhibits A-8a & A-8b

Delaware -_

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "QC CLEARING 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 NINTH DAY OF SEPTEMBER, A.D. 2021.

AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "QC CLEARING
LIMITED LIABILITY COMPANY" WAS FORMED ON THE TWENTY-FIFTH DAY OF

JUNE, A.D. 2021.

Na

yr Bullock, Secretary of State

Authentication: 204122772
Date: 09-09-21

6036394 8300

SR# 20213203729 “
You may verify this certificate online at corp.delawarv.gov/authver.shtml



DCO Exhibits A-8a & A-8b

EXHIBIT “B”
CAPITAL CONTRIBUTIONS
Capital Membership
Member Name Contribution Interests
QCL Quad Code USA Corporation $2,500 100%

Total Units: 10,000



DCO Exhibits A-8a & A-8b

QC Clearing 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);

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 documents 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



DCO Exhibit A-8c

Delaware -

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 TWENTY-SIXTH DAY OF MAY, 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

ASSESSED TO DATE.

US,

Authentication: 203526211
Date: 05-26-22

5229787 8300

SR# 20222341485
You may verify this certificate online at corp.delaware.gov/authver.shtml



DCO Exhibits A-8a & A-8b

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 QC CLEARING 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

pp =O

Authorized Person

Name; Justin D. Hertzberg
Print or Type

State of Delaware
Secretary of. State
Division of Corporations
Delivered 03:46 PM 06/25/2021
FILED 03:46 PM 06/25/2021
SR 20212555214 - FileNumber 6036394



10.

il.

12.

DCO Exhibits A-8a & A-8b

QC Clearing Limited Liability Company Operating Agreement

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.

Officers. The Manager may appoint one or more officers (“Officers”) of the Company
and provide the power and authority that such Officers have.

Capital Contributions. The Sole Member has made a contribution to the Company as set
forth on Exhibit “B” 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.

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.

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.

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.

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
ofa 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 of liquidation, (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
Company, shall execute, acknowledge and cause to file articles of dissolution with the
Department of State.

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”



DCO Exhibits A-8a & A-8b

QC Clearing Limited Liability Company Written Consent

SOLE MEMBER

QCL APAP CODE USA CORPORATION
7

By: Justin D. Hertzberg
Its: Director

State of Florida )
)SS:
County of Palm Beach )

I CERTIFY that on September 9, 2021, Justin D. Hertzberg, either known to me personally, or
presented a valid Driver’s License # Hi)-Y. 14-8{-14 | - 0 came before me and stated to my

satisfaction that:

(a) is authorized to and did execute this instrument as Director of QCL QUAD CODE
USA CORPORATION; and,

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

In witness whereof, I hereunto set my hand and official)seals.

~<io4 seal dh

[Name of Notary]

JENNIFER HALL
MY COMMISSION # HH 036823
EXPIRES: September 22, 2024

Public Underwriters



DCO Exhibits A-8a & A-8b

QC Clearing Limited Liability Company Written Consent

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the first
date set forth above.

QC CLEARING LIMITED LIABILITY COMPANY

-

By: Justi D. Hertzberg

Its: Manager
State of Florida )
)SS:
County of Palm Beach )
1 CERTIFY that on September 9, 2021, Justin D. Hertzberg, either known to me personally, or
presented a valid Driver’s License # 1{l040-YAY-¥i-/4|-) _ came before me and stated to my

satisfaction that:

(a) is authorized to and did execute this instrument as Manager of QC Clearing Limited
Liability Company; and

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

In witness whereof, I hereunto set my hand and official seals.

AN DANG OL A

[Name of Notary]

JENNIFER HALL
MY COMMISSION # HH 036823,

EXPIRES: September 22, 2024
Thru Notary

ADDITIONAL SIGNATURE ON FOLLOWING PAGE


DCO Exhibits A-8a & A-8b

Apostille

(Convention de La Haye du 5 Octobre 1961)

Country: United States of America

This public document:
has been signed by Jeffrey W. Bullock

acting in the capacity of Secretary Of State Of Delaware

bears the seal/stamp of Office Of Secretary Of State

Certified

at Dover, Delaware

ninth day of September, A.D. 2021

by Secretary of State, Delaware Department of State
No. 204122773

Seal/Stamp: 10. Signature:

NER Wotioce. Secretary ot Bate



DCO Exhibits A-8a & A-8b

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
QC CLEARING LIMITED LIABILITY COMPANY

This Limited Liability Company Operating Agreement (this “Agreement”) of QC
Clearing 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
“Act”), by filing Certificate of Formation (the “Certificate”) with the Department of State of the
State of Delaware, Division of Corporations, on June 25, 2021;

WHEREAS, on or around the Effective Date, the Company contributed (the “QC
Clearing Contribution”) all of its membership interests of the Company to the Sole Member; 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 QC Clearing 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 in licensing
technology, and the nature of the business to be conducted and promoted by the Company
is specifically to license of proprietary software 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 16738 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 QC
Clearing Contribution ‘Gee “QC Clearing Limited Liability Company Written
Consent” attached hereto as “Exhibit A”).

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


DCO Exhibits A-8a & A-8b
PAGE 1 of 1 Service Request# 20212555214

State of Delaware

SECRETARY OF STATE
DIVISION OF CORPORATIONS.

P.O, BOX 898
DOVER, DELAWARE 19903
8529928 07-02-2021
DAN SARFATI, ESQ.
2670 NE 215TH STREET

AVENTURA, FL 33180

DESCRIPTION AMOUNT

6036394 - QC CLEARING LIMITED LIABILITY COMPANY

0102Y LLC
Formation Fee $70.00
Court Municipality Fee, Wilm. $20.00
Expedite Fee, 24 Hour $50.00
TOTAL CHARGES $140.00
TOTAL PAYMENTS $140.00

BALANCE $0.00



SOLE MEMBER

DCO Exhibits A-8a & A-8b

QCL mee CODE USA CORPORATION

By: Justin D. Hertzberg
Its: Director

State of Florida )
) SS:
County of Palm Beach )

1 CERTIFY that on September 9th, 2021, Justin D. Hertzberg, either known to me personally, or
presented a valid Driver’s License #4344 dY-3-14)-0 came before me and stated to my

satisfaction that:

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

USA CORPORATION; and,

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

In witness whereof, I hereunto set my hand and official seals.
)

(

YoY ]

Jittery t
L=<I0 0 tgs
N of Notary

JENNIFER HALL
MY COMMISSION # HH 036823

EXPIRES: September 22, 2024
Bonet Tira Neieey Bis neha



13.

14.

15.

DCO Exhibits A-8a & A-8b

QC Clearing Limited Liability Company Operating Agreement

means any individual, partnership (whether general or limited), joint venture, limited
liability company, corporation, trust, estate, association, government, nominee or other
entity.

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.

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.

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



7a

DCO Exhibits A-8a & A-8b

QC Clearing Limited Liability Company Written Consent

EXHIBIT A

QC CLEARING LIMITED LIABILITY COMPANY

OPERATING AGREEMENT, DATED SEPTEMBER 9, 2021



DCO Exhibits A-8a & A-8b

WRITTEN CONSENT
OF
THE
MANAGER AND MEMBER OF
QC CLEARING LIMITED LIABILITY COMPANY

Each of the undersigned, being the manager (the “Manager”) and sole member of QC
CLEARINGLIMITED LIABILITY COMPANY, a Delaware limited liability company (the
“Company”), hereby consent to (this “Consent”) and adopt each set of resolutions attached hereto,
waives any required notice in connection therewith and approves the same effective as of
September 9, 2021 (the “Effective Date”) set forth above.

1. Ratification of Company’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 Director of 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



DCO Exhibits A-8a & A-8b

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 QC CLEARING 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

py SO

Authorized Person

Name; Justin D. Hertzberg
Print or Type

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:46 PM 06/25/2021
FILED 03:46 PM 06/25/2021
SR 20212555214 - FileNumber 6036394



DCO Exhibits A-8a & A-8b

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 “QC CLEARING LIMITED
LIABILITY COMPANY”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH

DAY OF JUNE, A.D. 2021, AT 3:46 O°CLOCK P.M.

YER

\youssssres y

6036394 8100
SR# 20213203729

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

Authentication: 204122781
Date: 09-09-21



DCO Exhibits A-8a & A-8b

PAGE 1 of 1 L Service Request# 20213203729
State of Delaware
SECRETARY OF STATE
DIVISION OF CORPORATIONS
P.O. BOX 898
DOVER, DELAWARE 19903
8553940 09-09-2021
DAN SARFATI
9972 MARSALA WAY

DELRAY, FL 33446

DESCRIPTION AMOU:

6036394 - QC CLEARING LIMITED LIABILITY COMPANY
8100 Certified Copy

Expedite Certified 24 Hour $50.00
6036394 - QC CLEARING LIMITED LIABILITY COMPANY
Entity Status - Short Form
Certification Fee $50.00
Expedite Fee, 24 Hour $40.00
6036394 - QC CLEARING LIMITED LIABILITY COMPANY
4800 Apostille 1 Copies
Apostille $30.00
6036394 - QC CLEARING LIMITED LIABILITY COMPANY
8100 Certified Copy - 1 Copies _
Certification Fee $50.00
Document Page Fee $2.00
6036394 - QC CLEARING LIMITED LIABILITY COMPANY
4800 Apostille 1 Copies
Apostille $30.00
TOTAL CHARGES $252.00
TOTAL PAYMENTS $252.00

BALANCE $0.00



DCO Exhibits A-8a & A-8b

PAGE 1 of 1 ¥, Service Request# 20212649443

a

Lae

State of Belamare

SECRETARY OF STATE
DIVISION OF CORPORATIONS
P.O, BOX 888
DOVER, DELAWARE 19903
8532991 07-08-2021
SARFATI CORPORATE LAW, P.A.
2670 NE 215TH STREET

MIAMI, FL 33446

DESCRIPTION AMOUNT

6036394 - QC CLEARING LIMITED LIABILITY COMPANY
8100 Certified Copy

Expedite Certified 24 Hour $50.00
6036394 - QC CLEARING LIMITED LIABILITY COMPANY
Entity Status - Short Form
Certification Fee $50.00
Expedite Fee, 24 Hour $40.00
6036394 - QC CLEARING LIMITED LIABILITY COMPANY
8100 Certified Copy - 1 Copies
Certification Fee $50.00
Document Page Fee $2.00
€ TOTAL CHARGES $192.00
: TOTAL PAYMENTS $192.00

BALANCE $0.00



DCO Exhibits A-8a & A-8b

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly executed this Limited Liability Company Operating Agreement as of the day first above
written.

“A LIMITED LIABILITY COMPANY

{—

i\
By: Justin D. Hertzberg

Its: Manager
State of Florida )
)SS:
County of Palm Beach )

I CERTIFY that on September 9th, 2021, Justin D. Hertzberg, either known to me personally, or

presented a valid Driver’s License # | (pH-Y9Y-SI- Iyi-0 came before me and stated to my

satisfaction that:

(a) is authorized to and did execute this instrument as Manager of QC Clearing Limited
Liability Company; and

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

In witness whereof, I hereunto set my hand and oe [ W
A UK

[Name of Notary]

JENNIFER HALL
MY COMMISSION # HH 036823

ADDITIONAL SIGNATURE ON FOLLOWING PAGE

[Signature Page QC Clearing Limited Liability Company Operating Agreement]



DCO Exhibits A-8a & A-8b

Apostille

(Convention de La Haye du 5 Octobre 1961)

Country: United States of America

This public document:
has been signed by Jeffrey W. Bullock

acting in the capacity of Secretary Of State Of Delaware

bears the seal/stamp of Office Of Secretary Of State

Certified

at Dover, Delaware

ninth day of September, A.D. 2021

by Secretary of State, Delaware Department of State
No. 204122777

Seal/Stamp: 10. Signature:

yo Datece ate >