Exhibit 4.1


 


CERTIFICATE OF MERGER


 


MERGING


 


OI MERGER SUB, INC.


 


INTO


 


OTIX GLOBAL, INC.


 


* * * * * * *


 


Pursuant to Title 8, Section 251(c) of the
Delaware General Corporation Law (the “Law”), Otix Global, Inc., a
corporation organized and existing pursuant to the Law (“Otix”)


 


DOES HEREBY CERTIFY:


 


FIRST:  That OI
Merger Sub, Inc. (“Merger Sub”) is a corporation organized pursuant to the
Law.


 


SECOND:  That an
Agreement and Plan of Merger (the “Agreement”) has been approved, adopted,
executed and acknowledged by each of Otix and Merger Sub, in accordance with Section 251
of the Law, whereby Merger Sub shall be merged with and into Otix, with Otix
being the surviving corporation.


 


THIRD:  That the
name of the surviving corporation is Otix Global, Inc.


 


FOURTH:  That the
Amended and Restated Certificate of Incorporation of Otix Global, Inc.,
which is attached hereto as Exhibit A, shall be the Certificate of
Incorporation of the surviving corporation.


 


FIFTH:  An
executed copy of the Agreement is on file at the office of the surviving
corporation, located at 4246 South Riverboat Road, Suite 300, Salt Lake
City, Utah 84123.


 


SIXTH:  A copy of
the Agreement will be furnished by the surviving corporation, without charge,
at the request of any stockholder of Otix or Merger Sub.


 


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IN WITNESS WHEREOF, said Otix Global, Inc., a
Delaware corporation, has caused this Certificate of Merger to be executed by
an authorized officer on November 30, 2010.


 


	
   

  	
  Otix Global, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Halloran

  
	
   

  	
  Name:

  	
  Michael Halloran

  
	
   

  	
  Its:

  	
  Chief Financial Officer

  



 


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EXHIBIT A


 


AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION


OF


OTIX
GLOBAL, INC.


 


*  * 
*  *  *  *


 


Otix Global, Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:


 


FIRST:  That the
name of this corporation is Otix Global, Inc.
and that this corporation was originally incorporated pursuant to the General
Corporation Law on November 7, 1997 under the name Sonix
Technologies, Inc.


 


SECOND:  That the
Board of Directors duly adopted resolutions proposing to amend and restate the
Certificate of Incorporation of this corporation, declaring said amendment and
restatement to be advisable and in the best interests of this corporation and
its stockholders, and authorizing the appropriate officers of this corporation
to solicit the consent of the stockholders therefore, which resolution setting
forth the proposed amendment and restatement is as follows:


 


RESOLVED, that the Certificate of Incorporation of this
corporation be amended and restated in its entirety as follows:


 


	
  FIRST:

  	
   

  	
  The
  name of this corporation is Otix Global, Inc. (the “Corporation”).

  
	
   

  	
   

  	
   

  
	
  SECOND:

  	
   

  	
  Its
  Registered Office in the State of Delaware is to be located at Corporation
  Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
  Castle, Delaware 19801. The registered agent in charge thereof is The Corporation
  Trust Company.

  
	
   

  	
   

  	
   

  
	
  THIRD:

  	
   

  	
  The
  purpose of the Corporation is to engage in any lawful act or activity for
  which corporations may be organized under the General Corporation Law of
  Delaware.

  
	
   

  	
   

  	
   

  
	
  FOURTH:

  	
   

  	
  The
  total number of shares of capital stock which the Corporation shall have
  authority to issue is 1,000,000 shares of common stock, $0.001 par value.

  
	
   

  	
   

  	
   

  
	
  FIFTH:

  	
   

  	
  The
  personal liability of any officer or director to the Corporation or to its
  shareholders for monetary damages for breach of fiduciary duty as an officer
  or a director is hereby eliminated to the fullest extent permitted by
  Delaware laws. In the event the applicable Delaware law or this
  Article Fifth is repealed or amended to decrease or limit in any manner
  the protection or rights available to directors hereunder, such repeal or
  amendment shall not be

  



 


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  retroactively
  applied in determining the personal liability of a director pursuant to this
  Article Fifth prior to the enactment of such amendment.

  
	
   

  	
   

  	
   

  
	
  SIXTH:

  	
   

  	
  The
  board of directors of the Corporation shall have the power to adopt, amend or
  repeal the by-laws of the Corporation.

  
	
   

  	
   

  	
   

  
	
  SEVENTH:

  	
   

  	
  The
  Corporation shall indemnify the officers and directors of the Corporation,
  and may indemnify each employee and agent of the Corporation and all other
  persons whom the Corporation is authorized to indemnify under the provisions
  of the General Corporation Law, to the fullest extent permitted by Delaware
  laws.

  



 


*     *     *


 


THIRD:  The
foregoing amendment and restatement was approved by the holders of the
requisite number of shares of said corporation in accordance with Section 228
of the General Corporation Law.


 


FOURTH:  That said
Amended and Restated Certificate of Incorporation, which restates and
integrates and further amends the provisions of this corporation’s Restated
Certificate of Incorporation, has been duly adopted in accordance with Sections
242 and 245 of the General Corporation Law.


 


(Remainder of page intentionally left blank;
signature page follows)


 


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IN WITNESS WHEREOF, this Amended and Restated
Certificate of Incorporation has been executed by a duly authorized officer of
this corporation on this 30 day of November, 2010.


 


 


	
   

  	
   

  
	
   

  	
  Michael
  Halloran

  
	
   

  	
  Chief
  Financial Officer

  



 


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