Ayr Wellness Inc. Form T-3 Filed 2023-11-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

AYR Wellness Inc.

(Name of Applicants)*

2601 South Bayshore Drive, Suite 900
Miami, Florida 33133

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED

	Title of Class			Amount
	13% Senior Secured Notes due December 10, 2026			$243,250,000

Approximate date of proposed public offering:
On the Effective Date under the Plan (as defined herein) or as soon as practicable thereafter.

Name and registered address of agent for service:
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3100

With copies to:
Merritt S. Johnson
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

The Guarantors and Issuer listed on the following page are also included in this Application as Applicants.

GENERAL

1. General Information.

AYR Wellness Inc. (the “Parent Guarantor”) is a Canadian corporation in the cannabis industry with operations in certain States of the United States. The Parent Guarantor, through its subsidiaries and affiliates, holds, operates and manages licenses and permits in the States of Florida, Massachusetts, Nevada, New Jersey, Ohio, Pennsylvania, Illinois, and Connecticut. Ayr Wellness Canada Holdings Inc. (the “Issuer”) is a Canadian corporation wholly-owned by the Parent Guarantor.

The guarantors identified below (the “Guarantors” and, together with the Parent Guarantor and the Issuer, the “Applicants”) have the following forms of organization and jurisdictions of formation or incorporation. The Guarantors are wholly-owned subsidiaries of the Parent Guarantor.

Applicant	Form	Jurisdiction
AYR Wellness Inc.	Corporation	British Columbia, Canada
Ayr Wellness Canada Holdings Inc.	Corporation	Ontario, Canada
242 Cannabis, LLC	Limited Liability Company	Florida
AYR NJ LLC	Limited Liability Company	Nevada
AYR Ohio LLC	Limited Liability Company	Ohio
AYR Wellness Holdings LLC	Limited Liability Company	Nevada
AYR Wellness NJ, LLC	Limited Liability Company	New Jersey
BP Solutions LLC	Limited Liability Company	Nevada
Cannapunch of Nevada LLC	Limited Liability Company	Nevada
CannTech PA, LLC	Limited Liability Company	Pennsylvania
CSAC Acquisition AZ Corp.	Corporation	Nevada
CSAC Acquisition Connecticut LLC	Limited Liability Company	Nevada
CSAC Acquisition FL Corp.	Corporation	Nevada
CSAC Acquisition IL Corp.	Corporation	Nevada
CSAC Acquisition IL II Corp.	Corporation	Nevada
CSAC Acquisition Inc.	Corporation	Nevada
CSAC Acquisition MA Corp.	Corporation	Nevada
CSAC Acquisition MA II Corp.	Corporation	Nevada
CSAC Acquisition NJ Corp.	Corporation	Nevada
CSAC Acquisition NV Corp.	Corporation	Nevada
CSAC Acquisition NY Corp.	Corporation	New York
CSAC Acquisition PA Corp.	Corporation	Nevada
CSAC Acquisition PA II Corp.	Corporation	Nevada
CSAC Acquisition TX Corp	Corporation	Texas
CSAC Holdings Inc.	Corporation	Nevada
CSAC LLC	Limited Liability Company	Nevada
CSAC Ohio, LLC	Limited Liability Company	Ohio
Cultivauna, LLC d/b/a Levia	Limited Liability Company	Massachusetts
DFMMJ Investments, LLC d/b/a AYR	Limited Liability Company	Florida
DocHouse, LLC	Limited Liability Company	Pennsylvania
DWC Investments, LLC	Limited Liability Company	Nevada
Eskar LLC	Limited Liability Company	Massachusetts
Green Light Holdings LLC	Limited Liability Company	Wyoming

Applicant	Form	Jurisdiction
Green Light Management, LLC	Limited Liability Company	Ohio
Herbal Remedies Dispensaries, LLC	Limited Liability Company	Illinois
Klymb Project Management, Inc.	Corporation	Nevada
Kynd-Strainz LLC	Limited Liability Company	Nevada
Land of Lincoln Dispensary LLC	Limited Liability Company	Illinois
Lemon Aide LLC	Limited Liability Company	Nevada
Livfree Wellness LLC	Limited Liability Company	Nevada
Mercer Strategies FL, LLC	Limited Liability Company	Nevada
Mercer Strategies MA, LLC	Limited Liability Company	Nevada
Mercer Strategies PA, LLC	Limited Liability Company	Nevada
PA Natural Medicine LLC	Limited Liability Company	Pennsylvania
Parker RE MA, LLC	Limited Liability Company	Nevada
Parker RE PA, LLC	Limited Liability Company	Nevada
Parker Solutions FL, LLC	Limited Liability Company	Nevada
Parker Solutions IL, LLC	Limited Liability Company	Nevada
Parker Solutions MA LLC	Limited Liability Company	Nevada
Parker Solutions NJ LLC	Limited Liability Company	New Jersey
Parker Solutions OH, LLC	Limited Liability Company	Nevada
Parker Solutions PA, LLC	Limited Liability Company	Nevada
Sira Naturals, Inc.	Corporation	Massachusetts
Tahoe Capital Company	Corporation	Nevada
Tahoe Hydroponics Company, LLC	Limited Liability Company	Nevada
Tahoe-Reno Botanicals, LLC	Limited Liability Company	Nevada
Tahoe-Reno Extractions, LLC	Limited Liability Company	Nevada

2. Securities Act Exemption Applicable.

In connection with certain transactions (collectively, the “Transactions”) to be implemented by way of an arrangement (the “Arrangement”) pursuant to a plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act, all of the Parent Guarantor’s outstanding 12.5% Senior Secured Notes due December 10, 2024 of (the “Existing Notes”), in the aggregate principal amount of approximately $243.25 million, will be exchanged on the implementation date of the Plan (the “Effective Date”) for (a) the Issuer’s 13.00% Senior Secured Notes due 2026, in the aggregate principal amount of approximately $243.25 million (the “New 2026 Exchange Notes”) pursuant to that certain amended and restated indenture, the form of which is filed hereto as Exhibit T3C (the “A&R Indenture”), among the Parent Guarantor, the Issuer and Odyssey Trust Company, as trustee, and (b) a total of 29,040,140 Subordinate Voting, Limited Voting and Restricted Voting Shares of the Parent Guarantor, in each case, to holders of the Existing Notes (“Senior Noteholders”).

The New 2026 Exchange Notes will be issued by the Issuer and guaranteed by the Parent Guarantor and the Guarantors, all as further described in the Company’s Management Information Circular (the “Information Circular”), attached hereto as Exhibit T3E-3. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Information Circular. Unless otherwise stated, all monetary amounts contained herein are expressed in U.S. dollars.

Registration of the New 2026 Exchange Notes under the Securities Act of 1933, as amended (the “Securities Act”), is not required by reason of Section 3(a)(10) of the Securities Act (“Section 3(a)(10)”). Section 3(a)(10) exempts from the general requirement of registration under the Securities Act securities issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such

exchange and partly for cash, where the terms and conditions of the issuance and exchange are approved by a court or other governmental authority that is expressly authorized by law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear.

The three main elements of the Section 3(a)(10) exemption are (a) an exchange of outstanding securities, claims or property interests, (b) a fairness hearing and (c) court approval of the issuances of securities in exchange for securities, claims or property interests. As described below and in the Information Circular, each of these elements will be satisfied in connection with the issuance of the New 2026 Exchange Notes.

(a) Exchange

Pursuant to the Arrangement, the New 2026 Exchange Notes will be issued in exchange for the Existing Notes as more fully described in the Information Circular, filed hereto as Exhibit T3E-3.

(b) Fairness Hearing

On November 15, 2023, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an Interim Order (the “Interim Order”), which, among other things, authorized: (a) the Parent Guarantor to send the Information Circular to, among others, the holders of the Existing Notes and (b) the calling and holding of the Special Meeting of Senior Noteholders in order for the Senior Noteholders to consider and vote upon the Arrangement to implement the Transactions. The Interim Order is attached hereto as Exhibit T3D-2. The Special Meeting of Senior Noteholders is scheduled to take place on December 15, 2023 at 10:00 a.m. (Toronto time). A hearing to seek the Court’s approval of the Arrangement, including that the terms and conditions of the Arrangement are fair to those to whom securities will be issued, is scheduled to be held by the Court, which is expressly authorized by law to hold the hearing on December 19, 2023 at 10:00 a.m. (Toronto time), or such other time and/or date as may be approved by the Court. The hearing will be open to all persons holding the Existing Notes. Such persons have the right to appear at the hearing and to present evidence or testimony with respect to the fairness of the Arrangement. Measures will be taken pursuant to the Interim Order to provide relevant information and adequate and timely notice of the right to appear to the holders of the Existing Notes, including circulation of the Information Circular, and there will be no improper impediments to appearance by those persons at the hearing.

The Issuer anticipates that on December 19, 2023 at 10:00 a.m. (Toronto time), or such other time and/or date as may be approved by the Court, it will seek Court approval of the Arrangement and the issuance of a final order (the “Final Order”) by the Court, among other things, approving the Arrangement as fair and reasonable. The Court has been advised in connection with seeking the Interim Order and will be advised in connection with seeking the Final Order that its ruling will be the basis for claiming an exemption from registration under the Securities Act by reason of the exemption afforded by Section 3(a)(10) thereof.

AFFILIATIONS

3. Affiliates.

Certain directors and executive officers of the Applicants may also be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.” The Guarantors and Issuer are all “affiliates” of the Parent Guarantor by virtue of each being wholly owned by the Parent Guarantor. The following is a list of all other affiliates of the Parent Guarantor as of the date of this Application.

Name of Affiliate			Jurisdiction
Mercer Park CB, L.P.(1)					Delaware

(1)

Jonathan Sandelman beneficially owns such securities, as Mercer Park CB, L.P. is a limited partnership of which Mercer Park CB GP, LLC is the general partner, and which is indirectly controlled by Mr. Sandelman.

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

The following tables list the names and offices held by all directors and executive officers of each Applicant as of the date of this Application. The mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: 152928 Canada Inc., c/o Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9.

AYR Wellness Inc.

Name			Office
Jonathan Sandelman			Executive Chair
Charles Miles			Director
Louis F. Karger			Director
Glenn Isaacson			Director
Joyce Johnson			Director
Michael Warren			Director
David Goubert			President and Chief Executive Officer
Brad Asher			Chief Financial Officer
Jamie Mendola			Head of Strategy and M&A
Anya Varga			Chief People Officer
Paul Fisher			Chief Transformation Officer

Ayr Wellness Canada Holdings Inc.

Name			Office
Andy Scott			Director
Paul Fisher			Director
Charles Miles			Director
Brad Asher			Chief Financial Officer and Secretary

242 Cannabis LLC
AYR NJ LLC
AYR Wellness Holdings LLC
DFMMJ Investments LLC d/b/a AYR
Eskar LLC
Tahoe Hydroponics Company, LLC

Name			Office
Jonathan Sandelman			Manager and President
Charles Miles			Manager and Vice President
Paul Fisher			Manager and Vice President

AYR Ohio LLC
AYR Wellness NJ LLC
BP Solutions LLC
Cannapunch of Nevada LLC
Cultivauna, LLC d/b/a Levia
DWC Investments, LLC
Green Light Holdings, LLC
Green Light Management, LLC
Herbal Remedies Dispensaries, LLC
Kynd-Strainz LLC
Lemon Aide LLC
LivFree Wellness LLC
PA Natural Medicine LLC
Tahoe-Reno Botanicals, LLC
Tahoe-Reno Extractions, LLC

Name			Office
Jonathan Sandelman			Manager
Charles Miles			Manager
Paul Fisher			Manager

CannTech PA, LLC

Name			Office
Marla Bowie			Manager and President
Joyce Johnson			Manager and Vice President
Edward Miller			Manager and Vice President

CSAC Acquisition AZ Corp.
CSAC Acquisition IL II Corp.
CSAC Acquisition MA Corp.
CSAC Acquisition NY Corp.
CSAC Acquisition TX Corp.
Klymb Project Management, Inc.

Name			Office
Jonathan Sandelman			Director, President, Secretary and Treasurer
Charles Miles			Director and Vice President
Paul Fisher			Director and Vice President

CSAC Acquisition Connecticut LLC

Name			Office
Brad Asher			Manager

CSAC Acquisition FL Corp.
CSAC Acquisition IL Corp.
CSAC Acquisition MA II Corp.
CSAC Acquisition NV Corp.
Tahoe Capital Company

Name			Office
Jonathan Sandelman			Director and President
Charles Miles			Director and Treasurer
Paul Fisher			Director and Secretary

CSAC Acquisition NJ Corp.

Name			Office
Jonathan Sandelman			Director and President
Charles Miles			Director and Vice President
Paul Fisher			Director and Vice President

CSAC Acquisition Inc.
CSAC Holdings Inc.

Name			Office
Jonathan Sandelman			Director, President, Secretary and Treasurer
Charles Miles			Director and Vice President
Louis F. Karger			Director
Paul Fisher			Vice President

CSAC Acquisition PA Corp.
CSAC Acquisition PA II Corp.

Name			Office
Jonathan Sandelman			Director, President, Secretary and Treasurer

CSAC LLC

Name			Office
Jonathan Sandelman			Manager, President, Secretary and Treasurer

CSAC Ohio, LLC
Mercer Strategies FL, LLC
Mercer Strategies PA, LLC
Parker RE MA, LLC
Parker RE PA, LLC
Parker Solutions IL, LLC
Parker Solutions NJ, LLC
Parker Solutions OH, LLC
Parker Solutions PA, LLC

Name			Office
Jonathan Sandelman			Director, President, Secretary and Treasurer of LLC’s Sole Member
Charles Miles			Director and Vice President of LLC’s Sole Member
Louis F. Karger			Director of LLC’s Sole Member

DocHouse LLC

Name			Office
Jonathan Sandelman			Manager

Land of Lincoln Dispensary LLC

Name			Office
Jonathan Sandelman			Executive Chair of Sole Member
Charles Miles			Director of Sole Member
Louis F. Karger			Director of Sole Member
Glenn Isaacson			Director of Sole Member
Joyce Johnson			Director of Sole Member
Michael Warren			Director of Sole Member
David Goubert			President and Chief Executive Officer of Sole Member
Brad Asher			Chief Financial Officer of Sole Member
Jamie Mendola			Head of Strategy and M&A of Sole Member
Anya Varga			Chief People Officer of Sole Member
Paul Fisher			Chief Transformation Officer of Sole Member

Mercer Strategies MA, LLC
Parker Solutions FL, LLC

Name			Office
Jonathan Sandelman			Director and President of Sole Member
Charles Miles			Director and Treasurer of Sole Member
Paul Fisher			Director and Secretary of Sole Member

Parker Solutions MA, LLC

Name			Office
Jonathan Sandelman			Director of Sole Member
Eric Wardrop			Director of Sole Member
David S. Rosenberg			Director and President of Sole Member
Louis F. Karger			Director, Treasurer and Secretary of Sole Member

Sira Naturals, Inc.

Name			Office
Jonathan Sandelman			Director
Eric Wardrop			Director
David S. Rosenberg			Director and President
Louis F. Karger			Director, Treasurer and Secretary

5. Principal Owners of Voting Securities.

The following tables list the persons owning 10% or more of the voting securities of the Applicants as of the date of this Application.

Name

Principal Owner
of 10% or More
of Voting Securities

Title of
Class Owned

Amount
Owned

Percentage
of Voting
Securities
Owned

AYR Wellness Inc.

Mercer Park CB, L.P.(1)

Equity Shares

36,218

0.06%

Multiple Voting Shares

3,677,626

99.49%

(1)

The address of Mercer Park CB, L.P. is 590 Madison Ave., 26th Floor, New York, New York 10022.

Name

Principal Owner
of 10% or More
of Voting Securities

Title of
Class Owned

Amount
Owned

Percentage
of Voting
Securities
Owned

Ayr Wellness Canada Holdings Inc.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition AZ Corp.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition IL Corp.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition MA II Corp.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition NJ Corp.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition NV Corp.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition PA Corp.

AYR Wellness Inc.

Common Stock

100%

CSAC Acquisition FL Corp.

AYR Wellness Inc.

Common Stock

1,001

100%

CSAC Acquisition IL II Corp.

AYR Wellness Inc.

Common Stock

1,001

100%

CSAC Acquisition PA II Corp.

CSAC Acquisition Inc.

Common Stock

100%

CSAC Acquisition Inc.

AYR Wellness Inc.

Common Stock

24,572,483

100%

CSAC Acquisition MA Corp.

CSAC Holdings Inc.

Common Stock

100%

CSAC Acquisition NY Corp.

CSAC Acquisition Inc.

Common Stock

100

100%

CSAC Acquisition TX Corp.

CSAC Acquisition Inc.

Common Stock

100

100%

CSAC Holdings Inc.

AYR Wellness Holdings LLC

Common Stock

100%

Klymb Project Management, Inc.

CSAC Acquisition Inc.

Common Stock

1,000

100%

Sira Naturals, Inc.

CSAC Acquisition Inc.

Common Stock

200

100%

Tahoe Capital Company

CSAC Acquisition NV Corp.

Common Stock

1,000,000

100%

242 Cannabis, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

AYR NJ LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

AYR Ohio LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

AYR Wellness Holdings LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

AYR Wellness NJ, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

BP Solutions LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Cannapunch of Nevada LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

CannTech PA, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

CSAC Acquisition Connecticut LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

CSAC LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

CSAC Ohio, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Cultivauna, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

DFMMJ Investments, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

DocHouse, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

DWC Investments, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Eskar LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Green Light Holdings LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Green Light Management, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Herbal Remedies Dispensaries, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Kynd-Strainz LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Land of Lincoln Dispensary LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Lemon Aide LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Name

Principal Owner
of 10% or More
of Voting Securities

Title of
Class Owned

Amount
Owned

Percentage
of Voting
Securities
Owned

Livfree Wellness LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Name

Principal Owner
of 10% or More
of Voting Securities

Title of
Class Owned

Amount
Owned

Percentage
of Voting
Securities
Owned

Mercer Strategies FL, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Mercer Strategies MA, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Mercer Strategies PA, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

PA Natural Medicine LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker RE MA, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker RE PA, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker Solutions FL, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker Solutions IL, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker Solutions MA LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker Solutions NJ LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker Solutions OH, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Parker Solutions PA, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Tahoe Hydroponics Company, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Tahoe-Reno Botanicals, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

Tahoe-Reno Extractions, LLC

AYR Wellness Inc.

Membership Interest

N/A

100%

UNDERWRITERS

6. Underwriters.

(a) The following table sets forth information regarding all persons who have acted as an underwriter of any securities of the Parent Guarantor outstanding on the date of the filing of this Application within three years prior to the date of the filing of this Application. No persons have acted as an underwriter of any securities outstanding of the Issuer or Guarantors.

Name	Mailing Address	Offering
Canaccord Genuity Corp.	161 Bay Street, Suite 3000 Toronto, Ontario M5J 2S1	January 2021 Canadian public offering of an aggregate of 4,600,000 Subordinate Voting Shares, Restricted Voting Shares or Limited Voting Shares at a price of C$34.25 per share (“January 2021 Offering”) Private placement offering of the Existing Notes (“Private Placement Offering”)
Beacon Securities Limited	66 Wellington Street West, Suite 4050 Toronto, Ontario M5K 1H1	January 2021 Offering Private Placement Offering
Echelon Wealth Partners Inc.	1 Adelaide Street East, Suite 2100 Toronto, Ontario M5C 2V9	January 2021 Offering

Name	Mailing Address	Offering
Roth Canada, ULC	130 King Street West, Suite 1909 Toronto, Ontario M5X 1E3	January 2021 Offering
PI Financial Corp.	1900-666 Burrard Street Vancouver, British Columbia V6C 3N1	January 2021 Offering
Seaport Global Securities LLC	360 Madison Avenue, 21st Floor New York, New York 10017	Private Placement Offering

(b) There is no proposed principal underwriter for the New 2026 Exchange Notes that are to be issued under the Indenture that is to be qualified under this Application.

CAPITAL SECURITIES

7. Capitalization.

The following tables set forth certain information with respect to each authorized class of securities of the Applicants as of the date of this Application.

AYR Wellness Inc.

Title of Class

Number of Shares
Authorized

Number of Shares
Outstanding

Multiple Voting Shares

Unlimited

3,696,486

Subordinate Voting Shares

Unlimited

7,036,179

Restricted Voting Shares

Unlimited

3,339,693

Limited Voting Shares

Unlimited

53,972,194

Exchangeable Shares

Unlimited

9,665,707

Treasury Stock

Unlimited

(645,300)

The only securities outstanding for the Issuer and each Guarantor are the equity interests detailed in section 5 above.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The New 2026 Exchanges Notes will be subject to the A&R Indenture. The following is a general description of certain provisions expected to be included in the A&R Indenture, and the description is qualified in its entirety by reference to the form of A&R Indenture filed hereto as Exhibit T3C. The Parent Guarantor and Issuer have not entered into the A&R Indenture as of the date of this filing, and the terms of the A&R Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the A&R Indenture.

Events of Default

Unless otherwise provided in a Supplemental Indenture relating to a particular series of Notes, an “Event of Default” means any one of the following events:

(a)

default for 30 days in the payment when due of interest on the Notes;

(b)

default in payment when due of the principal of, or premium, if any, on the Notes (whether at maturity, upon redemption or upon a required repurchase);

(c)

failure by the Issuer to comply with its obligations under Section 10.1 of the A&R Indenture;

(d)

failure by the Issuer for 30 days to comply with the provisions of Section 6.14 of the A&R Indenture or Section 6.15 of the A&R Indenture to the extent not described in Section 7.1(b) of the A&R Indenture;

(e)

failure by AYR Wellness or any of its Restricted Subsidiaries for 60 days (or 90 days in the case of a Reporting Failure) after written notice by the Trustee or Holders representing 51% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the A&R Indenture;

(f)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by AYR Wellness or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by AYR Wellness or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(A) (i) is caused by a failure to make any payment on such Indebtedness when due and after giving to the expiration of the grace period, if any, provided in such Indebtedness (a “Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default, aggregates $5.0 million or more, or

(B) is caused by a breach or default of any other covenant other than a Payment Default (“Non-Payment Default”), after giving effect to the expiration of the grace period, if any, provided that the principal amount of any such Indebtedness individually, or when taken together with the principal amount of any other such Indebtedness under which there has been a Non-Payment Default, aggregates to $10.0 million or more;

provided that, in each case (a) if any such Payment Default or Non-Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under the A&R Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgement or decree and (b) any Non-Payment Default arising from any valid assertion made by a Person who is not an Affiliate of the Issuer that the granting of Liens to the Trustee in collateral securing the those certain Vendor Takeback Notes specified on Schedule B-2 of the A&R Indenture (“Specified Seller Notes”) breaches a prohibition (if any) on granting such Liens contained in the definitive documentation governing such Specified Seller Notes shall not constitute an Event of Default;

(g)

failure by AYR Wellness or any of its Restricted Subsidiaries to pay final non-appealable judgments (to the extent such judgments are not paid or covered by in-force insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(h)

except as permitted by the A&R Indenture, any Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Guarantee;

(i)

AYR Wellness or any Restricted Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i)

commences a voluntary case or proceeding;

(ii)

applies for or consents to the entry of an order for relief against it in an involuntary case or proceeding;

(iii)

applies for or consents to the appointment of a custodian of it or for all or substantially all of its assets; or

(iv)

makes a general assignment for the benefit of its creditors;

(j)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)

is for relief against AYR Wellness or any Restricted Subsidiary debtor in an involuntary case or proceeding;

(ii)

appoints a custodian of AYR Wellness or any Restricted Subsidiary or a custodian for all or substantially all of the assets of AYR Wellness or any Restricted Subsidiary; or

(iii)

orders the liquidation of AYR Wellness or any Restricted Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days and, in the case of the insolvency of a Restricted Subsidiary, such Restricted Subsidiary remains a Restricted Subsidiary on such 60th day;

(k)

the Security Documents shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on any material portion of the Collateral purported to be covered thereby and the Issuer or the applicable Guarantor does not take all steps required to provide the Collateral Trustee with a valid and perfected Lien against such Collateral within five (5) days of request therefor by the Collateral Trustee or the Trustee; and

(l)

either

(i)

a default (after the expiry of any grace period or cure period provided by applicable law or regulations) under the terms of one or more Material Permits that, individually or in the aggregate, has a Material Adverse Effect, or

(ii)

any agreement by the Issuer or a Restricted Subsidiary to surrender or terminate one or more Material Permits prior to the expiry date set out in such applicable Material Permit(s) that, individually or in the aggregate, has a Material Adverse Effect,

unless such Material Permit(s) are replaced within 60 days by substantially similar Material Permit(s) on terms and conditions no more onerous or restrictive than the Material Permit(s) forfeited or terminated under subsections (i) or (ii) or such Material Permit(s) are to be renewed or replaced by the applicable regulatory authority in accordance with applicable law.

For greater certainty, for the purposes of Section 7.1 of the A&R Indenture, an Event of Default shall occur with respect to a series of Notes if such Event of Default relates to a Default in the payment of principal, premium (if any), or interest on such series of Notes, in which case references to “Notes” in Section 7.1 of the A&R Indenture shall refer to Notes of that particular series.

For the purposes of Article 7 of the A&R Indenture, where the Event of Default refers to an Event of Default with respect to a particular series of Notes as described in Section 7.1 of the A&R Indenture, then Article 7 of the A&R Indenture shall apply mutatis mutandis to the Notes of such series and references in Article 7 of the A&R Indenture to the “Notes” shall be deemed to be references to Notes of such particular series, as applicable.

Acceleration of Maturity; Rescission, Annulment and Waiver

(a)

If an Event of Default (other than as specified in Section 7.1(i) of the A&R Indenture or 7.1(j) of the A&R Indenture) occurs and is continuing, the Trustee or the Holders of not less than 51% in aggregate principal amount of the outstanding Notes may, and the Trustee at the request of such Holders shall, declare by notice in writing to the Issuer and (if given by the Holders) to the Trustee, the principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on, all of the outstanding Notes immediately due and payable and, upon any such declaration, all such amounts will become due and payable immediately.

If an Event of Default specified in Section 7.1(i) of the A&R Indenture or 7.1(j) of the A&R Indenture occurs and is continuing, then the principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Notes will thereupon become and be immediately due and payable without any declaration, notice or other action on the part of the Trustee or any Holder. However, the effect of such provision may be limited by applicable laws.

(b)

The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any

Payment Default or acceleration referred to in Section 7.1(f)(ii) of the A&R Indenture. In addition, for the avoidance of doubt, if an Event of Default specified in Section 7.1(b) of the A&R Indenture occurs in relation to a failure by the Issuer to comply with the provisions of Section 6.14 of the A&R Indenture, “premium” shall include, without duplication to any other amounts included in “premium” for these purposes, the excess of:

(i)

the Change of Control Payment that was required to be offered in accordance with Section 6.14 of the A&R Indenture, in the event such offer was not made, or, in the event such offer was made, the Change of Control Payment that was required to be paid in accordance with Section 6.14 of the A&R Indenture; over

(ii)

the principal amount of the Notes that were required to be subject to such offer or payment, as applicable.

(c)

At any time after a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee:

(i)

the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuer, the Holders and the Trustee, may rescind and annul such declaration and its consequences if:

(A) all existing Events of Default, other than the non-payment of amounts of principal of (and premium, if any) or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived; and

(B) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction,

provided that if the Event of Default has occurred by reason of the nonobservance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of that series shall be entitled to exercise the foregoing power of rescission and the Trustee shall so act and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes; and (ii) the Trustee, so long as it has not become bound to declare the principal and interest on the Notes (or any of them) to be due and payable, or to obtain or enforce payment of the same, shall have the power to waive any Event of Default if, in the Trustee’s opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to rescind and annul such declaration and its consequences,

provided that no such rescission shall affect any subsequent Default or impair any right consequent thereon.

(d)

Notwithstanding Section 7.2(a) of the A&R Indenture, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 7.1(f) of the A&R Indenture shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period.

(e)

The Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all Notes waive any existing Default or Event of Default and its consequences under the A&R Indenture, except a Default or Event of Default in the payment of interest on, or principal (or premium, if any) of, Notes; provided that if the Default or Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the

principal amount of the outstanding Notes of such series shall be entitled to waive such Default or Event of Default and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes.

Notice of Event of Default

If an Event of Default shall occur and be continuing the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Holders in the manner provided in Section 14.2 of the A&R Indenture, provided that, notwithstanding the foregoing, unless the Trustee shall have been requested to do so by the Holders of at least 51% of the principal amount of the Notes then outstanding, the Trustee shall not be required to give such notice if and the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Holders and shall have so advised the Issuer in writing. Notwithstanding the foregoing, notice relating to a Default or Event of Default relating to the payment of principal or interest shall not in any circumstances be withheld.

Statement by Officers

(a)

The Issuer shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of compliance by the Issuer and the Restricted Subsidiaries with all conditions and covenants in the A&R Indenture. For purposes of Section 7.20(a) of the A&R Indenture, such compliance shall be determined without regard to any period of grace or requirement of notice under the A&R Indenture.

(b)

Upon becoming aware of any Default or Event of Default, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by facsimile transmission an Officers’ Certificate, specifying such event, notice or other action giving rise to such Default or Event of Default and the action that the Issuer or Restricted Subsidiary, as applicable, is taking or proposes to take with respect thereto.

Execution, Authentication and Delivery of Notes

(a)

All Notes shall be signed (either manually or by electronic or facsimile signature) by any two authorized directors or officers of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of the A&R Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of the A&R Indenture.

(b)

No Notes will be entitled to any right or benefit under the A&R Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof.

(c)

Subject to the terms of the A&R Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 2.10 of the A&R Indenture. Except as provided in Section 6.10 of the A&R Indenture, there is no limit on the amount of Notes that may be issued thereunder.

(d)

The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a

representation or warranty of the Trustee as to the validity of the A&R Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under of the A&R Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under the A&R Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of the A&R Indenture.

Release of Guarantees

(a)

The Guarantee of a Guarantor will be automatically released:

(i)

in connection with any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of AYR Wellness, if the sale or other disposition does not violate Section 6.15 of the A&R Indenture;

(ii)

in connection with any sale or other disposition of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of AYR Wellness after which such Guarantor is no longer a Subsidiary of the Issuer, if the sale of such Capital Stock of that Guarantor complies with Section 6.15 of the A&R Indenture;

(iii)

[reserved];

(iv)

upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or

(v)

upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the A&R Indenture as provided above under Article 8 of the A&R Indenture.

(b)

The Trustee shall promptly execute and deliver a release together with all instruments and other documents reasonably requested by the Issuer or the applicable Restricted Subsidiary to evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with Section 13.2 of the A&R Indenture.

Release of Security

(a)

The Liens on the Collateral will be released in whole with respect to the Notes and the Security Documents, as applicable, upon the occurrence of any of the following:

(i)

payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes;

(ii)

satisfaction and discharge of the A&R Indenture; or

(iii)

legal defeasance or covenant defeasance as set forth under Sections 8.3 of the A&R Indenture or 8.4 of the A&R Indenture,

provided that in each case, all amounts owing to the Trustee under the A&R Indenture and the Notes and to the Collateral Trustee under the Security Documents have been paid or otherwise provided for to the reasonable satisfaction of the Trustee and the Collateral Trustee, as applicable.

(b)

The Liens on the Collateral will automatically be released with respect to any asset constituting Collateral upon the occurrence of any of the following:

(i)

in connection with any disposition of such Collateral to any Person other than the Issuer (but excluding any transaction subject to the covenant described under Section 10.1 of the A&R Indenture if such other Person is required to become the obligor on the Notes) that is permitted by the A&R Indenture; or

(ii)

upon the sale or disposition of such Collateral pursuant to the exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral, subject to the Security Documents.

To the extent required by the A&R Indenture (other than in relation to (ii) above), the Issuer will furnish to the Trustee, prior to each proposed release of Collateral under the A&R Indenture, an Officer’s Certificate and/or an opinion of counsel, each stating that all conditions to the release of the Liens on the Collateral have been satisfied.

Satisfaction and Discharge

The A&R Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder (except as to any surviving rights of registration of transfer or exchange of Notes expressly provided for therein), when

(a)

either:

(i)

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(ii)

all Notes that have not been delivered to the Trustee for cancellation have become due and payable, including by redemption, by reason of the mailing of a Redemption Notice or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b)

no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(c)

such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the A&R Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(d)

the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer under the A&R Indenture; and

(e)

the Issuer has delivered irrevocable written instructions to the Trustee under the A&R Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

Notwithstanding the satisfaction and discharge of the A&R Indenture, if money has been deposited with the Trustee pursuant to Section 8.1(a)(ii) of the A&R Indenture, the provisions of Sections 8.7 and 8.8 A&R Indenture will survive.

Evidence and Authority to Trustee, Opinions, etc.

(a)

The Issuer shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in the A&R Indenture relating to any action or step required or permitted to be taken by the Issuer or the Trustee under the A&R Indenture or as a result of any obligation imposed under the A&R Indenture, including without limitation, the authentication and delivery of Notes thereunder, the satisfaction and discharge of the A&R and the taking of any other action to be taken by the Trustee at the request of or on the application of the Issuer, forthwith if and when (a) such evidence is required by any other Section of the A&R Indenture to be furnished to the Trustee in accordance

with the terms of Section 11.6 of the A&R Indenture, or (b) the Trustee, in the exercise of its rights and duties under the A&R Indenture, gives the Issuer written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of:

(i)

an Officers’ Certificate, stating that any such condition precedent has been complied with in accordance with the terms of the A&R Indenture;

(ii)

in the case of a condition precedent the satisfaction of which is, by the terms of the A&R Indenture, made subject to review or examination by a solicitor, an Opinion of Counsel that such condition precedent has been complied with in accordance with the terms of the A&R Indenture; and

(iii)

in the case of any such condition precedent the satisfaction of which is subject to review or examination by auditors or accountants, an opinion or report of the Issuer’s Auditors whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of the A&R Indenture.

(b)

Whenever such evidence relates to a matter other than the authentication and delivery of Notes and the satisfaction and discharge of the A&R Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other appraiser or any other individual whose qualifications give authority to a statement made by such individual, provided that if such report or opinion is furnished by a director, officer or employee of the Issuer it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with Section 11.6(a) of the A&R Indenture.

(c)

Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in the A&R Indenture shall include (i) a statement by the individual giving the evidence that he or she has read and is familiar with those provisions of the A&R Indenture relating to the condition precedent in question, (ii) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (iii) a statement that, in the belief of the individual giving such evidence, he or she has made such examination or investigation as is necessary to enable him or her to make the statements or give the opinions contained or expressed therein, and (iv) a statement whether in the opinion of such individual the conditions precedent in question have been complied with or satisfied.

(d)

In addition to its obligations under Section 7.20 of the A&R Indenture, the Issuer shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, an Officers’ Certificate certifying that the Issuer has complied with all covenants, conditions or other requirements contained in the A&R Indenture, the non-compliance with which would constitute a Default or an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Issuer shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Issuer or as a result of any obligation imposed by the A&R Indenture.

9. Other Obligors.

No person, other than the Applicants, will be an obligor of the New Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION

The application for qualification comprises:

(a)

Pages numbered 1 to 24, consecutively.

(b)

The statement of eligibility and qualification of the trustee under the indenture to be qualified.

(c)

The following Exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:

Exhibit No.			Description
Exhibit T3A-1			Certificate of Incorporation and Notice of Articles of AYR Wellness Inc.
Exhibit T3A-2			Articles of Incorporation of Ayr Wellness Canada Holdings Inc.
Exhibit T3A-3			Articles of Organization of 242 Cannabis, LLC
Exhibit T3A-4			Articles of Organization of AYR NJ, LLC
Exhibit T3A-5			Articles of Organization of AYR Ohio LLC
Exhibit T3A-6			Articles of Organization of AYR Wellness Holdings LLC
Exhibit T3A-7			Certificate of Formation of AYR Wellness NJ, LLC
Exhibit T3A-8			Articles of Organization of BP Solutions LLC
Exhibit T3A-9			Articles of Organization of Cannapunch of Nevada LLC
Exhibit T3A-10			Certificate of Formation of CannTech PA, LLC
Exhibit T3A-11			Amended and Restated Articles of Incorporation of CSAC Acquisition AZ Corp.
Exhibit T3A-12			Articles of Organization of CSAC Acquisition Connecticut LLC
Exhibit T3A-13			Articles of Incorporation of CSAC Acquisition FL Corp.
Exhibit T3A-14			Amended and Restated Articles of Incorporation of CSAC Acquisition IL Corp.
Exhibit T3A-15			Articles of Incorporation of CSAC Acquisition IL II Corp.
Exhibit T3A-16			Articles of Incorporation of CSAC Acquisition Inc.
Exhibit T3A-17			First Certificate of Amendment to the Articles of Incorporation of CSAC Acquisition Inc.
Exhibit T3A-18			Second Certificate of Amendment to the Articles of Incorporation of CSAC Acquisition Inc.
Exhibit T3A-19			Articles of Incorporation of CSAC Acquisition MA Corp.
Exhibit T3A-20			Amended and Restated Articles of Incorporation of CSAC Acquisition MA II Corp.
Exhibit T3A-21			Amended and Restated Articles of Incorporation of CSAC Acquisition NJ Corp.
Exhibit T3A-22			Articles of Incorporation of CSAC Acquisition NV Corp.
Exhibit T3A-23			Certificate of Incorporation of CSAC Acquisition NY Corp.
Exhibit T3A-24			Amended and Restated Articles of Incorporation of CSAC Acquisition PA Corp.
Exhibit T3A-25			Articles of Incorporation of CSAC Acquisition PA II Corp.
Exhibit T3A-26			Certificate of Formation of CSAC Acquisition TX Corp.
Exhibit T3A-27			Articles of Incorporation of CSAC Holdings Inc.
Exhibit T3A-28			Articles of Organization of CSAC LLC
Exhibit T3A-29			Articles of Organization of CSAC Ohio, LLC
Exhibit T3A-30			Certificate of Organization of Cultivauna, LLC
Exhibit T3A-31			Articles of Merger of DFMMJ Investments, LLC
Exhibit T3A-32			Certificate of Organization of DocHouse, LLC
Exhibit T3A-33			Articles of Organization of DWC Investments, LLC
Exhibit T3A-34			Certificate of Organization of Eskar LLC

Exhibit No.			Description
Exhibit T3A-35			Articles of Organization of Green Light Holdings LLC
Exhibit T3A-36			Articles of Organization of Green Light Management, LLC
Exhibit T3A-37			Articles of Organization of Herbal Remedies Dispensaries, LLC
Exhibit T3A-38			Articles of Incorporation of Klymb Project Management, Inc.
Exhibit T3A-39			Articles of Organization of Kynd-Strainz LLC
Exhibit T3A-40			Articles of Organization of Land of Lincoln Dispensary LLC
Exhibit T3A-41			Articles of Organization of Lemon Aide LLC
Exhibit T3A-42			Articles of Organization and Articles of Merger of Livfree Wellness LLC
Exhibit T3A-43			Articles of Organization of Mercer Strategies FL, LLC
Exhibit T3A-44			Articles of Organization of Mercer Strategies MA, LLC
Exhibit T3A-45			Articles of Organization of Mercer Strategies PA, LLC
Exhibit T3A-46			Certificate of Organization of PA Natural Medicine LLC
Exhibit T3A-47			Certificate of Name Change of PA Natural Medicine LLC
Exhibit T3A-48			Articles of Organization of Parker RE MA, LLC
Exhibit T3A-49			Articles of Organization of Parker RE PA, LLC
Exhibit T3A-50			Articles of Organization of Parker Solutions FL, LLC
Exhibit T3A-51			Articles of Organization of Parker Solutions IL, LLC
Exhibit T3A-52			Articles of Organization of Parker Solutions MA, LLC
Exhibit T3A-53			Certificate of Formation of Parker Solutions NJ LLC
Exhibit T3A-54			Articles of Organization of Parker Solutions OH, LLC
Exhibit T3A-55			Articles of Organization of Parker Solutions PA, LLC
Exhibit T3A-56			Articles of Organization of Sira Naturals, Inc.
Exhibit T3A-57			Amendment to Articles of Organization of Sira Naturals, Inc.
Exhibit T3A-58			Articles of Entity Conversion of Sira Naturals, Inc.
Exhibit T3A-59			Articles of Incorporation of Tahoe Capital Company
Exhibit T3A-60			Articles of Organization of Tahoe Hydroponics Company, LLC
Exhibit T3A-61			Amendment to Articles of Organization of Tahoe Hydroponics Company, LLC
Exhibit T3A-62			Articles of Organization of Tahoe-Reno Botanicals, LLC
Exhibit T3A-63			Articles of Organization of Tahoe-Reno Extractions, LLC
Exhibit T3B-1*			Bylaws of AYR Wellness Inc.
Exhibit T3B-2*			Bylaws of Ayr Wellness Canada Holdings Inc.
Exhibit T3B-3*			Amended and Restated Operating Agreement of 242 Cannabis, LLC
Exhibit T3B-4*			Operating Agreement of AYR NJ, LLC
Exhibit T3B-5*			Operating Agreement of AYR Ohio LLC
Exhibit T3B-6*			Operating Agreement of AYR Wellness Holdings LLC
Exhibit T3B-7*			Amended and Restated Operating Agreement of AYR Wellness NJ, LLC
Exhibit T3B-8*			Amended and Restated Operating Agreement of BP Solutions LLC
Exhibit T3B-9*			Amended and Restated Operating Agreement of Cannapunch of Nevada LLC
Exhibit T3B-10*			Amended and Restated Operating Agreement of CannTech PA, LLC
Exhibit T3B-11*			Bylaws of CSAC Acquisition AZ Corp.
Exhibit T3B-12*			Operating Agreement of CSAC Acquisition Connecticut LLC
Exhibit T3B-13*			Bylaws of CSAC Acquisition FL Corp.
Exhibit T3B-14*			Bylaws of CSAC Acquisition IL Corp.

Exhibit No.			Description
Exhibit T3B-15*			Bylaws of CSAC Acquisition IL II Corp.
Exhibit T3B-16*			Bylaws of CSAC Acquisition Inc.
Exhibit T3B-17*			Bylaws of CSAC Acquisition MA Corp.
Exhibit T3B-18*			Bylaws of CSAC Acquisition MA II Corp.
Exhibit T3B-19*			Bylaws of CSAC Acquisition NJ Corp.
Exhibit T3B-20*			Bylaws of CSAC Acquisition NV Corp.
Exhibit T3B-21*			Bylaws of CSAC Acquisition NY Corp.
Exhibit T3B-22*			Bylaws of CSAC Acquisition PA Corp.
Exhibit T3B-23*			Bylaws of CSAC Acquisition PA II Corp.
Exhibit T3B-24*			Bylaws of CSAC Acquisition TX Corp.
Exhibit T3B-25*			Bylaws of CSAC Holdings Inc.
Exhibit T3B-26*			Operating Agreement of CSAC LLC
Exhibit T3B-27*			Operating Agreement CSAC Ohio, LLC
Exhibit T3B-28*			Amended and Restated Operating Agreement of Cultivauna, LLC
Exhibit T3B-29*			Amended and Restated Operating Agreement of DFMMJ Investments, LLC
Exhibit T3B-30*			Amended and Restated Operating Agreement of DocHouse, LLC
Exhibit T3B-31*			Second Amended and Restated Operating Agreement of DWC Investments, LLC
Exhibit T3B-32*			Amended and Restated Operating Agreement of Eskar LLC
Exhibit T3B-33*			Amended and Restated Operating Agreement of Green Light Holdings LLC
Exhibit T3B-34*			Amended and Restated Operating Agreement of Green Light Management, LLC
Exhibit T3B-35*			Amended and Restated Operating Agreement of Herbal Remedies Dispensaries, LLC
Exhibit T3B-36*			Bylaws of Klymb Project Management, Inc.
Exhibit T3B-37*			Second Amended and Restated Operating Agreement of Kynd-Strainz LLC
Exhibit T3B-38*			Operating Agreement of Land of Lincoln Dispensary LLC
Exhibit T3B-39*			Second Amended and Restated Operating Agreement of Lemon Aide LLC
Exhibit T3B-40*			Amended and Restated Operating Agreement of Livfree Wellness LLC
Exhibit T3B-41*			Operating Agreement of Mercer Strategies FL, LLC
Exhibit T3B-42*			Operating Agreement of Mercer Strategies MA, LLC
Exhibit T3B-43*			Operating Agreement of Mercer Strategies PA, LLC
Exhibit T3B-44*			Amended and Restated Operating Agreement of PA Natural Medicine LLC
Exhibit T3B-45*			Operating Agreement of Parker RE MA, LLC
Exhibit T3B-46*			Operating Agreement of Parker RE PA, LLC
Exhibit T3B-47*			Operating Agreement of Parker Solutions FL, LLC
Exhibit T3B-48*			Operating Agreement of Parker Solutions IL, LLC
Exhibit T3B-49*			Operating Agreement of Parker Solutions MA, LLC
Exhibit T3B-50*			Operating Agreement of Parker Solutions NJ LLC
Exhibit T3B-51*			Operating Agreement of Parker Solutions OH, LLC
Exhibit T3B-52*			Operating Agreement of Parker Solutions PA, LLC
Exhibit T3B-53*			Amended and Restated Bylaws of Sira Naturals, Inc.
Exhibit T3B-54*			Amendment No. 1 to the Amended and Restated Bylaws of Sira Naturals, Inc.
Exhibit T3B-55*			Bylaws of Tahoe Capital Company
Exhibit T3B-56*			Amended and Restated Operating Agreement of Tahoe Hydroponics Company, LLC
Exhibit T3B-57*			Second Amended and Restated Operating Agreement of Tahoe-Reno Botanicals, LLC

Exhibit No.			Description
Exhibit T3B-58*			Second Amended and Restated Operating Agreement of Tahoe-Reno Extractions, LLC
Exhibit T3C*			Form of Amended and Restated Trust Indenture among AYR Wellness Inc., as parent guarantor, AYR Wellness Canada Holdings Inc., as issuer and Odyssey Trust Company, as Trustee
Exhibit T3D-1*			Interim Order of the Court
Exhibit T3D-2*			Final Order of the Court
Exhibit T3E-1*			Letter of Transmittal for Registered Holders of 12.50% Senior Secured Notes Due December 10, 2024 of AYR Wellness Inc.
Exhibit T3E-2*			Letter to the Shareholders of AYR Wellness Inc.
Exhibit T3E-3*			Management Information Circular of AYR Wellness Inc. and Ayr Wellness Canada Holdings Inc. for Holders of 12.50% Senior Secured Notes due December 10, 2024 to Consider a Proposed Plan of Arrangement
Exhibit T3F*			Cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C hereto)
Exhibit 25.1*			Statement of eligibility and qualification of the Trustee on Form T-6

To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant below, a corporation organized and existing under the laws of Canada, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on November 22, 2023.

AYR Wellness Inc.

Attest:

/s/ Brad Asher

Name:

Brad Asher

Title:

Chief Financial Officer

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Executive Chair

Ayr Wellness Canada Holdings Inc.

Attest:

/s/ Brad Asher

Name:

Brad Asher

Title:

Chief Financial Officer and Secretary

By:

/s/ Charles Miles

Name:

Charles Miles

Title:

Director

Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantors have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized:

242 Cannabis LLC
AYR NJ LLC
AYR Wellness Holdings LLC
DFMMJ Investments LLC d/b/a AYR
Eskar LLC
Tahoe Hydroponics Company, LLC
AYR Ohio LLC
AYR Wellness NJ LLC
BP Solutions LLC
Cannapunch of Nevada LLC
Cultivauna, LLC d/b/a Levia
DWC Investments, LLC
Green Light Holdings, LLC
Green Light Management, LLC
Herbal Remedies Dispensaries, LLC
Kynd-Strainz LLC
Lemon Aide LLC
LivFree Wellness LLC
PA Natural Medicine LLC
Tahoe-Reno Botanicals, LLC
Tahoe-Reno Extractions, LLC

Attest:

/s/ Charles Miles

Name:

Charles Miles

Title:

Manager

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Manager

CannTech PA, LLC

Attest:

/s/ Joyce Johnson

Name:

Joyce Johnson

Title:

Manager and Vice President

By:

/s/ Marla Bowie

Name:

Marla Bowie

Title:

Manager and President

CSAC Acquisition AZ Corp.
CSAC Acquisition IL II Corp.
CSAC Acquisition MA Corp.
CSAC Acquisition NY Corp.
CSAC Acquisition TX Corp.
Klymb Project Management, Inc.
CSAC Acquisition FL Corp.
CSAC Acquisition IL Corp.
CSAC Acquisition MA II Corp.
CSAC Acquisition NV Corp.
Tahoe Capital Company
CSAC Acquisition NJ Corp.
CSAC Acquisition Inc.
CSAC Holdings Inc.
CSAC Ohio, LLC
Mercer Strategies FL, LLC
Mercer Strategies PA, LLC
Parker RE MA, LLC
Parker RE PA, LLC
Parker Solutions IL, LLC
Parker Solutions NJ, LLC
Parker Solutions OH, LLC
Parker Solutions PA, LLC

Attest:

/s/ Charles Miles

Name:

Charles Miles

Title:

Director

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Director

CSAC Acquisition Connecticut LLC

Attest:

/s/ Paul Fisher

Name:

Paul Fisher

Title:

Vice President of Sole Member

By:

/s/ Brad Asher

Name:

Brad Asher

Title:

Manager

CSAC Acquisition PA Corp.
CSAC Acquisition PA II Corp.
CSAC LLC

Attest:

/s/ Paul Fisher

Name:

Paul Fisher

Title:

Vice President of Sole Member

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

President

DocHouse LLC

Attest:

/s/ Paul Fisher

Name:

Paul Fisher

Title:

Vice President of Sole Member

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Manager

Land of Lincoln Dispensary LLC

Attest:

/s/ Brad Asher

Name:

Brad Asher

Title:

Chief Financial Officer of Sole Member

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Executive Chair of Sole Member

Mercer Strategies MA, LLC
Parker Solutions FL, LLC

Attest:

/s/ Charles Miles

Name:

Charles Miles

Title:

Director of Sole Member

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Director of Sole Member

Parker Solutions MA, LLC

Attest:

/s/ Louis F. Karger

Name:

Louis F. Karger

Title:

Director of Sole Member

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Director of Sole Member

Sira Naturals, Inc.

Attest:

/s/ Louis F. Karger

Name:

Louis F. Karger

Title:

Director

By:

/s/ Jonathan Sandelman

Name:

Jonathan Sandelman

Title:

Director

Exhibit T3A-1

Request ID:	020549871	Province of Ontario	Date Report Produced: 2017/07/31
Demande n°:		Province de l'Ontario	Document produit le:
Transaction ID:	065217628	Ministry of Government Services	Time Report Produced: 15:12:39
Transaction n°:		Ministère des Services gouvernementaux	Imprimé à:
Category ID:	CT
Catégorie:

Certificate of Incorporation

Certificat de constitution

This is to certify that

Ceci certifie que

C A N N A B I S S T R A T E G I E S A C Q U I S I T I O N C O R P .

Ontario Corporation No.

Numéro matricule de la personne morale en Ontario

0 0 2 5 9 0 0 8 8

is a corporation incorporated, under the laws of the Province of Ontario.	est une société constituée aux termes des lois de la province de l'Ontario.

These articles of incorporation are effective on	Les présents statuts constitutifs entrent en vigueur le

J U L Y 3 1 J U I L L E T , 2 0 1 7

Director/Directeur

Business Corporations Act/Loi sur les sociétés par actions

		Page: 1

		Ontario Corporation Number
Request ID / Demande n°		*Numéro de la compagnie en Ontario*

20549871		2590088

FORM 1		*FORMULE NUMÉRO 1*

BUSINESS CORPORATIONS ACT	/	*LOI SUR LES SOCIÉTÉS PAR ACTIONS*

ARTICLES OF INCORPORATION

STATUTS CONSTITUTIFS

1. The name of the corporation is:

Dénomination sociale de la compagnie:

CANNABIS STRATEGIES ACQUISITION CORP.

2. The address of the registered office is:

Adresse du siège social:

199 BAY STREET		Suite 5300
COMMERCE COURT WEST
(Street & Number, or R.R. Number & if Multi-Office Building give Room No.)
*(Rue et numéro, ou numéro de la R.R. et, s'il s'agit édifice à bureau, numéro du bureau)*

TORONTO		ONTARIO
CANADA		M5L 1B9
(Name of Municipality or Post Office)		(Postal Code/ Code postal)
*(Nom de la municipalité ou du bureau de poste)*

3. Number (or minimum and maximum number) of directors is:		*Nombre (ou nombres minimal et maximal) d'administrateurs:*
Minimum	1	Maximum 15

4. The first director(s) is/are:		*Premier(s) administrateur(s):*

First name, initials and surname		Resident Canadian	State Yes or No
*Prénom, initiales et nom de famille*		*Résident Canadien*	*Oui/Non*

Address for service, giving Street & No. or R.R. No., Municipality and Postal Code		*Domicile élu, y compris la rue et le numéro, le numéro de la R.R., ou le nom de la municipalité et le code postal*

*      KAMALDEEP		YES
THINDAL

1066 WEST HASTINGS STREET Suite 1895

VANCOUVER BRITISH COLUMBIA
CANADA V6E 3X1

		Page: 2

		Ontario Corporation Number
Request ID / Demande n°		*Numéro de la compagnie en Ontario*

20549871		2590088

Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.

Limites, s'il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la compagnie.

None.

The classes and any maximum number of shares that the corporation is authorized to issue:

Catégories et nombre maximal, s'il y a lieu, d'actions que la compagnie est autorisée à émettre:

An unlimited number of Class B shares.

		Page: 3

		Ontario Corporation Number
Request ID / Demande n°		*Numéro de la compagnie en Ontario*

20549871		2590088

Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

Droits, privilèges, restrictions et conditions, s'il y a lieu, rattachés à chaque catégorie d'actions et pouvoirs des administrateurs relatifs à chaque catégorie d'actions que peut être émise en série:

N/A

		Page: 4

		Ontario Corporation Number
Request ID / Demande n°		*Numéro de la compagnie en Ontario*

20549871		2590088

The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:

L'émission, le transfert ou la propriété d'actions est/n'est pas restreinte. Les restrictions, s'il y a lieu, sont les suivantes:

None.

		Page: 5

		Ontario Corporation Number
Request ID / Demande n°		*Numéro de la compagnie en Ontario*

20549871		2590088

9.    Other provisions, (if any, are):
*Autres dispositions, s'il y a lieu:*

None.

		Page: 6

		Ontario Corporation Number
Request ID / Demande n°		*Numéro de la compagnie en Ontario*

20549871		2590088

10.

The names and addresses of the incorporators are

Nom et adresse des fondateurs

First name, initials and last name or corporate name

Prénom, initiale et nom de famille ou dénomination sociale

Full address for service or address of registered office or of principal place of business giving street & No. or R.R. No., municipality and postal code

Domicile élu, adresse du siège social au adresse de l'établissement principal, y compris la rue et le numéro, le numéro de la R.R., le nom de la municipalité et le code postal

* KAMALDEEP THINDAL

1066 WEST HASTINGS STREET Suite 1895

VANCOUVER BRITISH COLUMBIA

CANADA V6E 3X1

Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Continuation Application FORM 16 BUSINESS CORPORATIONS ACT Section 302 CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies CAROL PREST FILING DETAILS: Continuation Application for: AYR STRATEGIES INC. Incorporation Number: C1210067 Filed Date and Time: May 24, 2019 01:13 PM Pacific Time Recognition Date and Time: Continued into British Columbia May 24, 2019 01:13 PM Pacific Time CONTINUATION APPLICATION Name Reservation Number: Name Reserved: NR0757545 AYR STRATEGIES INC. PREVIOUS FOREIGN JURISDICTION INFORMATION Identifying Number in Foreign Jurisdiction: Name in Foreign Jurisdiction: 2590088 Cannabis Strategies Acquisition Corp. Date of Incorporation, Continuation, or Amalgamation in Foreign Jurisdiction: Foreign Jurisdiction: July 31, 2017 ONTARIO C1210067 Page: 1 of 3

Authorization for Continuation The authorization for the continuation into BC from the foreign corporations jurisdiction was filed. NOTICE OF ARTICLES Name of Company: AYR STRATEGIES INC. REGISTERED OFFICE INFORMATION Mailing Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Delivery Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA RECORDS OFFICE INFORMATION Mailing Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Delivery Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA DIRECTOR INFORMATION Last Name, First Name, Middle Name: Smith, Mark Mailing Address: 660 BRYANT STREET DENVER CO 80204 UNITED STATES Delivery Address: 660 BRYANT STREET DENVER CO 80204 UNITED STATES Last Name, First Name, Middle Name: Miles, Charles Mailing Address: 19TH FLOOR - 6 E 45TH STREET NEW YORK NY 10017 UNITED STATES Delivery Address: 19TH FLOOR - 6 E 45TH STREET NEW YORK NY 10017 UNITED STATES Last Name, First Name, Middle Name: Burggraeve, Chris Mailing Address: 347 E. 57TH STREET, PHA NEW YORK NY 10019 UNITED STATES Delivery Address: 347 E. 57TH STREET, PHA NEW YORK NY 10019 UNITED STATES C1210067 Page: 2 of 3

Last Name, First Name, Middle Name: Karger, Louis F, Mailing Address: SUITE 7700 - 300 TRADE CENTER WOBURN MA 01801 UNITED STATES Delivery Address: SUITE 7700 - 300 TRADE CENTER WOBURN MA 01801 UNITED STATES Last Name, First Name, Middle Name: Menzies, Steve Mailing Address: SUITE 120 - 1220 S COMMERCE STREET LAS VEGAS NV 89102 UNITED STATES Delivery Address: SUITE 120 - 1220 S COMMERCE STREET LAS VEGAS NV 89102 UNITED STATES Last Name, First Name, Middle Name: Sandelman, Jonathan Mailing Address: SUITE 26 - 540 MADISON AVE. NEW YORK NY 10022 UNITED STATES Delivery Address: SUITE 26 - 540 MADISON AVE. NEW YORK NY 10022 UNITED STATES AUTHORIZED SHARE STRUCTURE 1. No Maximum Multiple Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2. No Maximum Subordinate Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ C1210067 Page: 3 of 3

Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies CAROL PREST This Notice of Articles was issued by the Registrar on: February 12, 2021 09:32 AM Pacific Time Incorporation Number: C1210067 Recognition Date and Time: Continued into British Columbia on May 24, 2019 01:13 PM Pacific Time NOTICE OF ARTICLES Name of Company: AYR WELLNESS INC. REGISTERED OFFICE INFORMATION Mailing Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Delivery Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA RECORDS OFFICE INFORMATION Mailing Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Delivery Address: SUITE 1700, PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Page: 1 of 3

DIRECTOR INFORMATION Last Name, First Name, Middle Name: Menzies, Steve Mailing Address: SUITE 120 - 1220 S COMMERCE STREET LAS VEGAS NV 89102 UNITED STATES Delivery Address: SUITE 120 - 1220 S COMMERCE STREET LAS VEGAS NV 89102 UNITED STATES Last Name, First Name, Middle Name: Sandelman, Jonathan Mailing Address: SUITE 26 - 540 MADISON AVE. NEW YORK NY 10022 UNITED STATES Delivery Address: SUITE 26 - 540 MADISON AVE. NEW YORK NY 10022 UNITED STATES Last Name, First Name, Middle Name: Burggraeve, Chris Mailing Address: 347 E. 57TH STREET, PHA NEW YORK NY 10019 UNITED STATES Delivery Address: 347 E. 57TH STREET, PHA NEW YORK NY 10019 UNITED STATES Last Name, First Name, Middle Name: Miles, Charles Mailing Address: 19TH FLOOR - 6 E 45TH STREET NEW YORK NY 10017 UNITED STATES Delivery Address: 19TH FLOOR - 6 E 45TH STREET NEW YORK NY 10017 UNITED STATES Last Name, First Name, Middle Name: Isaacson, Glenn Howard Mailing Address: 26TH FLOOR, 590 MADISON AVENUE NEW YORK NY 10022 UNITED STATES Delivery Address: 26TH FLOOR, 590 MADISON AVENUE NEW YORK NY 10022 UNITED STATES Last Name, First Name, Middle Name: Karger, Louis F, Mailing Address: SUITE 7700 - 300 TRADE CENTER WOBURN MA 01801 UNITED STATES Delivery Address: SUITE 7700 - 300 TRADE CENTER WOBURN MA 01801 UNITED STATES Page: 2 of 3

RESOLUTION DATES: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: November 4, 2020 AUTHORIZED SHARE STRUCTURE 1. No Maximum Multiple Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2. No Maximum Subordinate Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3. No Maximum Restricted Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 4. No Maximum Limited Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Page: 3 of 3

Exhibit T3A-2

Certificate of Incorporation	Certificat de constitution

*Canada Business Corporations Act*	*Loi canadienne sur les sociétés par actions***

Ayr Wellness Canada Holdings Inc.

Corporate name / Dénomination sociale

1547772-7

Corporation number / Numéro de société

I HEREBY CERTIFY that the above-named corporation, the articles of incorporation of which are attached, is incorporated under the Canada Business Corporations Act.

JE CERTIFIE que la société susmentionnée, dont les statuts constitutifs sont joints, est constituée en vertu de la Loi canadienne sur les sociétés par actions.

/s/ Hantz Prosper

Hantz Prosper

Director / Directeur

2023-10-27

Date of Incorporation (YYYY-MM-DD)

Date de constitution (AAAA-MM-JJ)

Form 1

Articles of Incorporation

Canada Business Corporations

Act (s. 6)

Formulaire 1

Statuts constitutifs

Loi canadienne sur les sociétés

par actions (art. 6)

1		Corporate name
		Dénomination sociale

		Ayr Wellness Canada Holdings Inc.
2		The province or territory in Canada where the registered office is situated
		La province ou le territoire au Canada où est situé le siège social

		ON
3		The classes and any maximum number of shares that the corporation is authorized to issue
		Catégories et le nombre maximal d’actions que la société est autorisée à émettre

		An unlimited number of common shares.
4		Restrictions on share transfers
		Restrictions sur le transfert des actions

		See attached schedule / Voir l'annexe ci-jointe
5		Minimum and maximum number of directors
		Nombre minimal et maximal d’administrateurs

		Min. 1 Max. 10
6		Restrictions on the business the corporation may carry on
		Limites imposées à l’activité commerciale de la société

		None
7		Other Provisions
		Autres dispositions

		See attached schedule / Voir l'annexe ci-jointe
8		Incorporator’s Declaration: I hereby certify that I am authorized to sign and submit this form.
		Déclaration des fondateurs : J’atteste que je suis autorisé à signer et à soumettre le présent formulaire.

Name(s) - Nom(s)	Original Signed by - Original signé par

R. Andrew Scott	R. Andrew Scott
	R. Andrew Scott


	Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

	Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

	You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

	Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3419 (2008/04)

Schedule / Annexe

Restrictions on Share Transfers / Restrictions sur le transfert des actions

Shares of the Corporation may not be transferred unless:

(a)  in any case where there is a unanimous shareholders’ agreement that is in effect and that contains restrictions on the transfer of shares of the Corporation, such restrictions on transfer are complied with; or

(b)  if Section 4(a) is not applicable, the restrictions on the transfer of securities of the Corporation contained in section 7 of these Articles (entitled “Other provisions, if any”) are complied with.

Schedule / Annexe

Other Provisions / Autres dispositions

1.             Securities of the Corporation, other than non-convertible debt securities, may not be transferred unless:

(a)           (i) the consent of the directors of the Corporation is obtained; or (ii) the consent of shareholders holding more than 50% of the shares entitled to vote at such time is obtained; or

(b)           in the case of securities, other than shares, which are subject to restrictions on transfer contained in a security holders’ agreement, such restrictions on transfer are complied with.

The consent of the directors or the shareholders for the purposes of this section is evidenced by a resolution of the directors or shareholders, as the case may be, or by an instrument or instruments in writing signed by all of the directors, or shareholders holding more than 50% of the shares entitled to vote at such time, as the case may be.

2.             The directors of the Corporation may appoint one or more directors of the Corporation but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the Corporation. Any directors of the Corporation appointed pursuant to the previous sentence shall hold office for a term expiring not later than the close of the next annual meeting of shareholders.

Form 2

Initial Registered Office Address

and First Board of Directors

Canada Business Corporations Act

(CBCA) (s. 19 and 106)

Formulaire 2

Siège social initial et premier
conseil d’administration

Loi canadienne sur les sociétés par
actions (LCSA) (art. 19 et 106)

1		Corporate name
		Dénomination sociale

		Ayr Wellness Canada Holdings Inc.
2		Address of registered office
		Adresse du siège social
		199 Bay Street Suite 5300 Commerce Court West Toronto ON M5L 1B9

3		Additional address
		Autre adresse

4	Members of the board of directors
	Membres du conseil d’administration
			Resident Canadian
			Résident Canadien
	R. Andrew Scott	199 Bay Street, Suite 5300 Commerce Court West, Toronto ON M5L 1B9, Canada	Yes / Oui

5		Declaration: I certify that I have relevant knowledge and that I am authorized to sign this form.
		Déclaration : J’atteste que je possède une connaissance suffisante et que je suis autorisé(e) à signer le présent formulaire.

Original signed by / Original signé par

R. Andrew Scott

416-788-5910


	Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

	Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

	You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

	Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 2904 (2008/04)

Exhibit T3A-3

Electronic Articles of Organization
For
Florida Limited Liability Company

L17000257665
FILED 8:00 AM
December 18, 2017
Sec. Of State
crico

Article I

The name of the Limited Liability Company is:

242 CANNABIS, LLC

Article II

The street address of the principal office of the Limited Liability Company is:

811 POINCIANA DRIVE

FORT LAUDERDALE, FL. 33301

The mailing address of the Limited Liability Company is:

2300 E LAS OLAS BL VD

5TH FLR

FORT LAUDERDALE, FL. 33301

Article III

Other provisions, if any:

THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED IN THIS ST ATE.

Article IV

The name and Florida street address of the registered agent is:

COGENCY GLOBAL INC.

115 NORTH CALHOUN STREET

SUITE 4

TALLAHASSEE, FL. 32301

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Registered Agent Signature: BIBIANN M. CONCAILDI

L17000257665
FILED 8:00 AM
December 18, 2017
Sec. Of State
crico

Article V

The name and address of person(s) authorized to manage LLC:

Title: MGR

CATHERINE DEFRANCESCO

811 POINCIANA DRIVE

FORT LAUDERDALE, FL. 33301

Article VI

The effective date for this Limited Liability Company shall be:

12/18/2017

Signature of member or an authorized representative

Electronic Signature: VICTORIA SUTKOWSKI, AUTHORIZED REP

I am the member or authorized representative submitting these Articles of Organization and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report between January 1st and May 1st in the calendar year following formation of the LLC and every year thereafter to maintain "active" status.

Exhibit T3A-4

Business Entity - Filing Acknowledgement 07/31/2019 Work Order Item Number: W2019073100407-20465 Filing Number: 20190071380 Filing Type: Articles of Organization Filing Date/Time: 7/31/2019 8:45:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: E0713812019-3 Entity Name: AYR NJ, LLC Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, LAS VEGAS, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary State Of Nevada Business Number E0713812019-3 Filing Number 20190071380 Filed On 7/31/2019 8:45:00 AM Number of Pages 1

Business Entity - Filing Acknowledgement 07/31/2019 Work Order Item Number: W2019073100407-20466 Filing Number: 20190071397 Filing Type: Initial List Filing Date/Time: 7/31/2019 8:45:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: E0713812019-3 Entity Name: AYR NJ, LLC Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, LAS VEGAS, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary State Of Nevada Business Number E0713812019-3 Filing Number 20190071397 Filed On 7/31/2019 8:45:00 AM Number of Pages 1

NEVADA STATE BUSINESS LICENSE AYR NJ, LLC Nevada Business Identification # NV20191529064 Expiration Date: 07/31/2020 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B20190731125222 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 07/31/2019. BARBARA K. CEGAVSKE Secretary of State

DOMESTIC LIMITED-LIABILITY COMPANY (86) CHARTER I, BARBARA K. CEGAVSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that AYR NJ, LLC did, on 07/31/2019, file in this office the original ARTICLES OF ORGANIZATION that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada. Certificate Number: B20190731125202 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 07/31/2019. Secretary of State BARBARA K. CEGAVSKE

Exhibit T3A-5

DOC ID ----> 202130201246

DOC ID ----> 202130201246 533A Page 1 of 3 Last Revised: 06/2019 1 2 (2) Articles of Organization for Domestic Nonprofit Limited Liability Company (115-LCA) (1) Articles of Organization for Domestic For-Profit Limited Liability Company (115-LCA) Articles of Organization for a Domestic Limited Liability Company Filing Fee: $99 Form Must Be Typed CHECK ONLY ONE (1) BOX Name of Limited Liability Company Optional: Effective Date (MM/DD/YYYY) (The legal existence of the limited liability company begins upon the filing of the articles or on a later date specified that is not more than ninety days after filing.) Optional: This limited liability company shall exist for Period of Existence Optional: Purpose ** Note for Nonprofit LLCs The Secretary of State does not grant tax exempt status. Filing with our office is not sufficient to obtain state or federal tax exemptions. Contact the Ohio Department of Taxation and the Internal Revenue Service to ensure that the nonprofit limited liability company secures the proper state and federal tax exemptions. These agencies may require that a purpose clause be provided. ** Form 533A Prescribed by: (Name must include one of the following words or abbreviations: "limited liability company", “limited”, "LLC", "L.L.C.", "ltd.", or "ltd".) Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Date Electronically Filed: 10/29/2021 AYR Ohio LLC 10/29/2021

DOC ID ----> 202130201246 533A Page 2 of 3 Last Revised: 06/2019 Original Appointment of Statutory Agent The undersigned authorized member(s), manager(s) or representative(s) of (Name of Limited Liability Company) hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is: (Name of Statutory Agent) (Mailing Address) (Mailing City) (Mailing State) (Mailing ZIP Code) Acceptance of Appointment The Undersigned, (Name of Statutory Agent) , named herein as the Statutory agent for (Name of Limited Liability Company) hereby acknowledges and accepts the appointment of statutory agent for said limited liability company. Statutory Agent Signature (Individual Agent's Signature / Signature on Behalf of Business Serving as Agent) AYR Ohio LLC CORPORATE CREATIONS NETWORK INC. 119 E. COURT STREET CINCINNATI OH 45202 CORPORATE CREATIONS NETWORK INC. AYR Ohio LLC NICHOLAS NICHOLS, SPECIAL SECRETARY

DOC ID ----> 202130201246 533A Page 3 of 3 Last Revised: 06/2019 Print Name By (if applicable) Signature Print Name By (if applicable) Signature Print Name By (if applicable) Signature By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. Required Articles and original appointment of agent must be signed by a member, manager or other representative. If the authorized representative is an individual, then they must sign in the "signature" box and print his/her name in the "Print Name" box. If the authorized representative is a business entity, not an individual, then please print the entity name in the "signature" box, an authorized representative of the business entity must sign in the "By" box and print his/her name and title/authority in the "Print Name" box. DEBORAH E. KALSTEK, PARALEGAL/AUTH. AGENT SEE ATTACHED

DOC ID ----> 202130201246

Exhibit T3A-6

Business Entity - Filing Acknowledgement 03/05/2021 Work Order Item Number: W2021030501445-1175905 Filing Number: 20211288004 Filing Type: Articles of Organization Filing Date/Time: 3/5/2021 10:35:00 AM Filing Page(s): 2 Indexed Entity Information: Entity ID: E12880052021-7 Entity Name: AYR Wellness Holdings LLC Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E12880052021-7 Filing Number 20211288004 Filed On 3/5/2021 10:35:00 AM Number of Pages 2

DOMESTIC LIMITED-LIABILITY COMPANY (86) CHARTER I, BARBARA K. CEGAVSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that AYR Wellness Holdings LLC did, on 03/05/2021, file in this office the original ARTICLES OF ORGANIZATION that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada. Certificate Number: B202103051488493 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 03/05/2021. Secretary of State BARBARA K. CEGAVSKE

Business Entity - Filing Acknowledgement 03/05/2021 Work Order Item Number: W2021030501445-1175906 Filing Number: 20211288011 Filing Type: Initial List Filing Date/Time: 3/5/2021 10:35:00 AM Filing Page(s): 2 Indexed Entity Information: Entity ID: E12880052021-7 Entity Name: AYR Wellness Holdings LLC Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E12880052021-7 Filing Number 20211288011 Filed On 3/5/2021 10:35:00 AM Number of Pages 2

NEVADA STATE BUSINESS LICENSE AYR Wellness Holdings LLC Nevada Business Identification # NV20212034468 Expiration Date: 03/31/2022 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B202103051488504 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 03/05/2021. BARBARA K. CEGAVSKE Secretary of State

Exhibit T3A-7

Exhibit T3A-8

Exhibit T3A-9

STATE OF NEVADA BARBARA K. CEGA VSKE Secretaiy of State KIMBERLEY PERONDI Deputy Secreta1y for Commercial Recordings OFFICE OF THE SECRETARY OF STATE Amanda Connor Connor & Connor PLLC 710 Coronado Center Dr. Suite 121 Henderson, NV 89052 Special Handling Instructions: Charges Description Document Number Articles ofOrganization 20170138740-33 Initial List 20170138741-44 Business License 3/2017- 20170138741-44 3/2018 Total Payments Type Description Filin2 Date/Time 3/30/2017 1 :48:49 PM 3/30/2017 1 :48:53 PM 3/30/2017 1 :48:53 PM Credit 128409~909069279866102603088 Total Amanda Connor Connor & Connor PLLC 710 Coronado Center Dr. Suite 121 Henderson, NV 89052 Commercial Recordings Division 202 N. Carson street Carson City, NV 89701-4201 Telephone (77 5) 684-5708 Fax (77 5) 684- 7138 Job:C20170330-2624 March 30, 2017 Qty Price Amount 1 $75.00 $75.00 1 $150.00 $150.00 1 $200.00 $200.00 $425.00 Amount $425.00 $425.00 Credit Balance: $0.00 Job Contents: LLC Charter(s): File Stamped Copy(s): Business License(s): 1 2 1

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (TTS) 684-5708 Website: www.nvsos.gov Articles of Organization Limited-Liability Company (PURSUANT TO NRS CHAPTER 86) US BLACK IN ONLY • DO NOT HtGHUGH 1. Name of Limited- CANNAPUNCH OF NEVADA LLC Llabll lty Company: (must contain apPfoved hm1ted-l b1h y company wording, see ,nstrucllons) 2. Registered [Xj Commercial Registered Agent. DEREK CONNOR Agent for Service Name only of Process: one box) (check D Noncommercial Regist red Agent QB (name and address below) Name of Noncommerci Registered Agent OR Name of Street Address Mailing Address ( I different from street address) 1111111 1111111111 1111111111 1111111111111 Fi ed in the office of Document !-lumber ~,:~ 201701387 40-33 Filing Date and Ti.me Barbara K. Cegavske Secretary of State 03/30/2017 1 :48 PM State of. evada Entity !-lumber E0152772017-7 (~nis doc..u,onL was ~i l c~ oloc !onicallJ. ) ABOV SPACE IS FOR O AC US ONLY Check box ii a Check box I a Serles lJm, ed- Restncted Limited· LlabI'1ty Company liabihty Company □ □ ' .. D omce or Position with Entity (name and address below) itte of Office or 0 her Pos,tion with Entity Nevada City Zip Code ' Nevada City Zip Code 3. Dissolution Latest date upon which the company is to dissolve (if existence is not perpetual): Date: (optional) I 4. Management: Company shall be managed by: IX] Manager(s) OR D Member(s) (required) (check only one box) 5. Name and 1) DANIEL GRIFFIN Address of each Name Manager or - Managing Member: Street 2917 Address E. ALEXANDER RD . City NORTH LAS VEGAS State NV 89030 Zip Code ~ (attach add• 1onal page 1I more than 3) ' 2) Name I ] Street Address City State Zip Code ------, 3) Name ' .. Street Address City State Zip Code 6. Name, Address I dee re, to the best or my knowledge under pen lly or p rJury, that th nlonruillon cont nod h n correct nd ecl<nowlcdg and Signature of that pursuant to NRS 239.330, ii is a category C lelony lo knowingly otter any false or fotged ·nstrumenl for filing in lhe OUlce of Organizer: (attach the Seer tarv ol Stat . X AKA.NOA CONffOR AMANDA CONNOR additional page ii more Name Organ zer Signature han 1 organizer) 710 CORONADO CENTER DR . , SUITE 121 HENDERSON NV 89052 I Address City State Zip Code 7. Certificate of I hereby accept appointment as Registered Agent tor the above named Entity. Acceptance of Appo X DEREK CONNOR l intment of 3/30/2017 Registered Agent: Authorized Slgna1ure or Regfslered Agenl or On Behalf or Registered Agent Entity Date Th,s form must ba accompanied by appropriare fees . evada Sectelary ol Stale NRS 86 DLLC rocles Revised: 10-1-15

LTh1ITED LIABILITY COMP ANY CHARTER I, BARBARA K. CEGA VSKE, the Nevada Secretary of State, do hereby certify that CANNAPUNCH OF NEVADA LLC did on March 30, 2017, file in this office the Articles of Organization for a Limited Liability Company, that said Articles of Organization are now on file and ofrecord in the office of the Nevada Secretary of State, and further, that said Articles contain all the provisions required by the laws governing Limited Liability Companies in the State of Nevada. Certified By: Electronic Filing Certificate Number: C20170330-2624 You may verify this certificate online at http://www.nvsos.gov/ IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on March 30, 2017. ~/(.~~ BARBARA K. CEGA VSKE Secretary of State

INITIA ANNUAL LIST OF MANAGERS OR MANAGING MEMBERS AND STATE BUSINESS LICENSE APPLICATION OF: PU. D L ENTITY U BER 0152772017-7 NAME OF LIMITEO-UABILllY COMPANY FOR THE FILING PERIOD OF , 2017 TO R.20 1 11111111111111111 11111 111111111111111111 USE BLACK INK ONLY - DO NOT HIGHLIG.HT "*YOU MAY FILE THIS FORM ONLINE AT www.nvsllvertlume.gov*" D Retum one file stamped copy. (It hhng not accompamed by order instructions, file s amped copy wm be sent to registered agent.) IMPORTANT: Read instroctions bllfofll complBting and returning this fonn. 1. Ptll'II ()( type names and addresSEis, e, M ,esid nee°' business, lot an manag r ()( mat'lagii,o members. A Manager, or ii none, a Managing Membm ot e LLC must sign the lonn. FORM WILL BE RETURNED IF UNSIGNED 2. 1 here ate addition mat'lage,s °' managing members, attach a 1,s1 of lhem to s lotm. 3. Aet1Mn completed torm with lee ot $150.00. A $75.00 pen ty must be added lor failure lo file this f()(m by Ille deadl e An annual 11st r ce,ved 11l()(8 tl\an 90 days before ts due date shall be deemed an amended hst lot the prev,ous year Fi ed in the office of Document !-lumber ~,:~ 20170138741-44 Barbara K. Cegavske Filing Date and Ti.me Secretary of State 03/30/2017 1 :48 PM State of_ evada Entity !-lumber E0152772017-7 (Th,s doo.imon was hied oloc ronically.) ABOVE SPACE IS FOR OFFICE USE ONLY 4. Stale bus1ness 111:ense tee is $200 00 Elfeclwe 2/11201 O, $100 00 must be added for lalluie to Ille form by deadline. payable lo the Seer truy ol State. 6. · u reqoosted above, one I e stamped copy w1U be retumed at no addt~onal charge To rec8lve a cerLJled copy, enclose an add111onat $30 00 per cerLJli<:aLJOn. A copy lee of $2.00 per page s required tor each additional copy generated when ordem1t 2 or 11l()(e Ii stamped or cert,fied copies Appropriate ln,trucbons mus accompany your ordet. 7. Aeli.wn th COll'JII led lorm to: Secretaiy ol State. 202 orth Carson Street, Cruson Cily, evada 89701-4201. ens) 684-5708. 8. Form must be in the possession ol lhe Secretaiy ol Stale on or belore Ille st day of the month which is due. (Postmark date cs not accepted as recl!lpl de e.) Forms reoelved after due date wi be returned tor addition lees and penalties Failure to include nual list and business hoenae lee 11 re ,t In reJe<:tion ol fi nit CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW D Pursuant to NRS Chapter 76, this entity is exempt from the business hcense tee. Exemption code. NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must bo attached. Failur to attach the Declaration of Eligibility form will result in rejection, which could result in late fees. NRS 76.020 Exemplion Codes 001 - GovemmentaJ Entity 005 - Motion Picture Company 006 - NRS 6808.020 Insurance Co. R .. MANAGER OR MANAGING MEMBER STATE ZIPCOOE ,90 0 MANAGER OR MANAGING MEMBER ADDRESS CITY STATE ZIPCODE AME MANAGER OR MANAGING MEMBER ADDRESS CITY STATE ZIP COO( 1......-- AME MANAGER OR MANAGING MEMBER ADDRESS CITY STATE ZIP CODE Non ot lh m na rs or ma.nag ng m mbcrs cntll cd lo lh I ot man rs and m nag ng m mb rs has been dcnlll cd w lh lh traudul nt nt nt ol conec I ng lhe identity ol any person or persons axercising the power or authority of e manager or managing mmnbm ·n furtherance of any unlawlul conduct. I doclaro, lo th b 91 ot my knowlodg und r p ally ot porjury, th t th nlormation con ta d IMlr n Is correct and acknowl dg th l pursu Ill to NRS 239.330, II • e category C felony lo knowingly otter eny false Of lorged instrument lor liling n the Office ol lhe Secretary of State. X AMANDA N CONNOR Signature of Manager Managing Member or Other Authorized Signature u ITOR EY DI • /30/2017 I :4 :5 I PM Nevada Secrelruy of Slate Lisi ManorMem Rev d 7- 1-IS J

st,CRETARY OF NEVADA STATE BUSINESS LICENSE CANNAPUNCH OF NEVADA LLC Nevada Business Identification# NV20171207815 Expiration Date: March 31, 2018 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on March 30, 2017 ~K<ttdL., BARBARAK. CEGAVSKE Secretary of State You may verify this license at www.nvsos.gov under the Nevada Business Search. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which by law cannot be waived.

Exhibit T3A-10

Delaware vs The First State I, JEFFREY W.BULLOCK, SECRETARY OFSTATEOFTHESTATEOF DELAWARE, DOHREBY CERTIFY THEATTACHED IS ATRUEANDCORRECT COPYOFTHECERTIFICATE OFFORMATION OF“CANNTECH PA, LLC”, FILED IN THIS OFFICE ONTHETHIRD DAYOFAPRIL, A.D. 2019, AT 5:57 O°CLOCK P.M. Q 7357990 8100 SR#20192533747 Youmayverify this certificate onlineatcorp.delaware.gov/authver shtml ‘Authentication: 202578945 Date: 04-04-19

Secretary ofStte Corporatons esimaenes CERTIFICATE OF FORMATION FILED0ss7 Pao4us2019 SR20192535747 ~FleNamber 735790 CANNTECH PA, LLC The undersigned authorized person hereby formts alimited liability company under the Delaware Limited Liability Company Act andadopts asthe Certificate of Formation of such limited liability company the following: 1.The name of the Company: CannTech PA, LLC 2. The name andaddress ofthe registered agent and office of the Company in Delaware: The Corporation Trust Company, Corporation Trust Center, 1209Orange Street, Wilmington, Delaware 19801, County of New Castle. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation on this 3rd day ofApril, 2019 ORGANIZER: Le L. gh (lst Authorized Person (nanan)

Exhibit T3A-11

1 088209.00021 Business 20815996v1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CSAC ACQUISITION AZ CORP. CSAC Acquisition AZ Corp. (the “Corporation”), a Nevada corporation, hereby amends and restates its Articles of Incorporation to embody in one document its original articles and the subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised Statutes (the “NRS”). These Amended and Restated Articles of Incorporation (these “Articles of Incorporation”) were approved and adopted by the board of directors of the Corporation (the “Board of Directors”) by written consent on March 16, 2021. Upon the recommendation of the Board, the sole shareholder of the Corporation, holding all of the voting power, approved and adopted these Articles of Incorporation by written consent on March 16, 2021. As a result, these Articles of Incorporation were authorized and adopted in accordance with the NRS. These Articles of Incorporation correctly set forth the text of the Corporation’s Articles of Incorporation as amended up to and by these Articles of Incorporation. 1.1 Name. The name of the Corporation is CSAC Acquisition AZ Corp. 1.2 Registered Office and Registered Agent. The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada. 1.3 Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada. 1.4 Authorized Capital. The total number of all classes of stock which the Corporation shall have the authority to issue is 210,000,000 common shares, $0.0001 par value, of which 140,000,000 shares are hereby designated Class A voting non-exchangeable common shares, $0.0001 par value, and 70,000,000 shares are hereby designated Class B non-voting exchangeable common shares, $0.0001 par value. Effective upon the filing of this Articles of Incorporation, as the same may be amended from time to time, each issued and outstanding share of Class A Voting Common Stock, $0.0001 par value, shall be reconstituted automatically and without any further action by the Corporation or any of the Corporation’s stockholders into one share of Class A voting non-exchangeable common shares, $0.0001 par value. 1.5 Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal bylaws of the Corporation (the “Bylaws”). 1.6 Limitation of Directors’ Liability; Indemnification. The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted by law. The Corporation is authorized to indemnify (and advance expenses to) its directors and officers to the DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

2 ME1 35352122v.4 088209.00021 Business 20815996v1 fullest extent permitted by law. Neither the amendment, modification or repeal of these Articles of Incorporation nor the adoption of any provision in this certificate of incorporation inconsistent with these Articles of Incorporation shall adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption. 1.7 Elections of Directors. The Board of Directors shall be elected or appointed in such manner as shall be provided in the Bylaws, as amended from time to time. Except as otherwise fixed or provided for pursuant to the provisions of these Articles of Incorporation, including any certificate of designation relating to any series of preferred stock, the number of directors may be changed from time to time in the manner provided in the Bylaws. 1.8 Additional Terms. Part I (Class B Share Provisions), Part II (Class A Share Provisions) and Part III (General) and Exhibit A (Retraction Request), attached hereto, form a part of these Articles of Incorporation for all purposes. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

3 ME1 35352122v.4 088209.00021 Business 20815996v1 PART I CLASS B SHARE PROVISIONS The Class B Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions: ARTICLE 1 INTERPRETATION 1.1 Definitions. In these share provisions, the following terms shall have the following meanings: “Additional Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration. “Affiliate” has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended, but the holders of Class B Shares that are parties to the Exchange Rights Agreement shall not be deemed to be Affiliates of Parent or the Corporation. “Board of Directors” means the Board of Directors of the Corporation. “Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of New York, New York. “Canadian Dollar Equivalent” means in respect of an amount expressed in US Dollars at any date, the product obtained by multiplying: (a) the US Dollar amount by, (b) the average US Dollar/Canadian Dollar daily exchange rate as published by the Bank of Canada for the period of five Business Days prior to the date of conversion. “Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration. “Class A Shares” means the Class A voting non-exchangeable common shares in the capital of the Corporation and any other securities into which such shares may be changed. “Class B Share Consideration” means, with respect to each Class B Share, for any acquisition, redemption or retraction of, or distribution of assets of the Corporation in respect of the Class B Share (any such event, “Exchange Event”) the aggregate of the following: (a) one Parent Subordinate Voting Share; plus DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

4 ME1 35352122v.4 088209.00021 Business 20815996v1 (b) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.1(a) of this Part I from the time that the Class B Share was first issued to the effective time of any such Exchange Event, the excess, if any, of (A) the aggregate amount of all Extraordinary Dividends of cash declared and paid by Parent on a Parent Subordinate Voting Share from the time that the Class B Share was first issued to the effective time of such Exchange Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class B Share under Section 3.1(a) of this Part I from the time that the Class B Share was first issued to the effective time of such Exchange Event, plus (ii) the amount of any cash dividends or other cash distributions on the Class B Share which have been declared but not yet paid as of the effective time of such Exchange Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor (such sum, the “Cash Dividend Amount”); plus (c) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.1(c) of this Part I from the time that the Class B Share was first issued to the effective time of any such Exchange Event, the excess, if any, of (A) the aggregate fair market value of Extraordinary Dividends of property other than cash declared and paid by Parent on a Parent Subordinate Voting Share from the time that the Class B Share was first issued to the effective time of such Exchange Event, over (B) the aggregate fair market value of all non-cash dividends or other non-cash distributions declared and paid by the Corporation on the Class B Share under Section 3.1(c) of this Part I from the time that the Class B Share was first issued to the effective time of such Exchange Event, plus (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions on the Class B Share which have been declared but not yet paid as of the effective time of such Exchange Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum (such sum, the “Non-Cash Dividend Amount” and together with the Cash Dividend Amount, the “Additional Amount”); provided that such consideration shall be paid less any amounts on account of tax properly withheld in accordance with Section 13.3. For greater certainty, in no event shall a holder of Class B Shares be entitled to receive or demand any consideration in connection with the acquisition, redemption, or retraction of, or distribution of the assets of the Corporation in respect of, any Class B Shares, other than the Class B Share Consideration payable in accordance with Article 5. “Class B Shareholders’ Put Right” means the right of the holders of Class B Shares to require Parent to purchase all or any part of the Class B Shares held by such holder of DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

5 ME1 35352122v.4 088209.00021 Business 20815996v1 Class B Shares, as more particularly described in, and in accordance with, the Exchange Rights Agreement. “Class B Shares” mean the Class B non-voting exchangeable common shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein. “Closing Date” has the meaning ascribed thereto in the Purchase Agreement. “Code” means the Internal Revenue Code of 1986, as amended. “Constating Documents” means the articles of incorporation and bylaws of the Corporation, as amended from time to time. “Control Transaction” means any of the following: (a) any person or group of persons acting jointly or in concert (within the meaning of National Instrument 62-104 — Take-Over Bids and Special Transactions) (“NI 62¬104”) acquires, directly or indirectly, control (as defined in NI 62-104) of Parent; (b) the shareholders of Parent shall have approved a merger, consolidation, recapitalization or reorganization of Parent, or, if shareholder approval is not sought or obtained, any such transaction shall have been consummated, in either case other than any such transaction which would result in at least 50% of the total voting power represented by the voting securities of the resulting entity outstanding immediately after such transaction being beneficially owned by holders of outstanding voting securities of Parent immediately prior to the transaction, with the voting power of each such continuing holder relative to such other continuing holders being not altered substantially in the transaction; or (c) the shareholders of Parent shall approve an agreement for the sale or disposition by Parent of all or substantially all of Parent’s consolidated assets, except for the transfer of assets to a subsidiary of Parent; “Corporation” means CSAC Acquisition AZ Corp., a corporation organized under the laws of the State of Nevada and any successor corporation. “Exchange Rights Agreement” means the exchange rights agreement among Parent, the Corporation and the holders of the Class B Shares setting out the terms and conditions relating to the exchange of the Class B Shares for Parent Subordinate Voting Shares, as it may be amended from time to time. “Extraordinary Dividend” means any dividend or other distribution by Parent of cash or property other than cash (including, without limitation, stock, securities, stock rights, options, warrants or other similar interests issued by any entity other than Parent) payable either (i) concurrently with the consummation of an Extraordinary Transaction, (ii) immediately prior to the consummation of an Extraordinary Transaction or (iii) in connection with an Extraordinary Transaction. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

6 ME1 35352122v.4 088209.00021 Business 20815996v1 “Extraordinary Transaction” means any (i) Control Transaction, (ii) debt or equity financing, (iii) share buy-back program, (iv) recapitalization, (v) reorganization, (vi) reclassification, (vii) self-tender offer, (viii) exchange offer, (ix) sale, assignment or other transfer of at least 50% of the total combined voting power of all classes of the Corporation’s voting stock in a single transaction or a series of related transactions, or (x) other similar transaction. “Foreign Currency Amount” has the meaning ascribed thereto in the definition of Canadian Dollar Equivalent. “Governmental Entity” means (i) any multinational, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing. “holder” means, when used with reference to the Class B Shares, the holders of Class B Shares shown from time to time in the register maintained by or on behalf of the Corporation in respect of the Class B Shares. “Insolvency Event” means the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be liquidated, dissolved or wound-up. or the consent of the Corporation to the institution of bankruptcy, insolvency, liquidation, dissolution or winding up proceedings against it, or the filing of a petition, answer or consent seeking liquidation, dissolution or winding up under any bankruptcy, insolvency or analogous laws in any jurisdiction, and the failure by the Corporation to contest in good faith any such proceedings instituted by any Person other than the Corporation commenced in respect of the Corporation within 30 days of becoming aware thereof, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or the making by the Corporation of a general assignment for the benefit of creditors, or the admission in writing by the Corporation of its inability to pay its debts generally as they become due, or the Corporation not being permitted, pursuant to solvency requirements of applicable law, to purchase any Retracted Shares pursuant to these share provisions. “Liquidation Amount” has the meaning ascribed thereto in Section 6.1. “Liquidation Call Right” means the overriding right of Parent, in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 6, to purchase from all, but not less than all, of the holders of Class B Shares (other than any holder of Class B Shares which is an Affiliate of Parent) on the Liquidation Date all, but not less than all, of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement. “Liquidation Date” has the meaning ascribed thereto in Section 6.1. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

7 ME1 35352122v.4 088209.00021 Business 20815996v1 “Non-Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration. “Parent” means AYR Strategies Inc., a corporation organized under the laws of the Province of British Columbia, and any successor corporation. “Parent Distribution Declaration Date” means the date on which the Board of Directors of Parent declares any dividend or other distribution on the Parent Subordinate Voting Shares. “Parent Subordinate Voting Shares” means the subordinate voting shares of Parent and shall include the Restricted Voting Shares (as defined in Parent’s management information circular prepared in connection with the shareholder meeting held on November 4, 2020 (the “MIC”) and the Limited Voting Shares (as defined in the MIC)), and any such other securities into which such shares may be converted or exchanged. “Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status. “Purchase Agreement” means the Membership Interest Purchase Agreement, dated January 27, 2021, by and among, inter alia, Parent, the Corporation, the Class B Shareholders and Blue Camo, LLC, an Arizona limited liability company, as amended or amended and restated from time to time. “Redemption Call Right” means the overriding right of Parent, notwithstanding the proposed redemption of the Class B Shares by the Corporation pursuant to Article 8, to purchase from all but not less than all of the holders of Class B Shares (other than any holder of Class B Shares which is an Affiliate of Parent) on the Redemption Date all but not less than all of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement. “Redemption Date” means the date, if any, established by the Board of Directors in connection with the occurrence of a Redemption Event, for the redemption by the Corporation of all but not less than all of the outstanding Class B Shares pursuant to Article 8 in accordance with the terms hereof; provided, however, that the Redemption Date, if established, shall not be later than thirty (30) days after the occurrence of such Redemption Event (except in the case of a Redemption Event set forth in clause (d) of the definition thereof, in which case the Redemption Date shall occur not later than thirty (30) days after the Corporation’s delivery of the Shareholder Redemption Notice, subject to Section 8.2). “Redemption Event” means (a) the occurrence of a Control Transaction, (b) the occurrence of an Insolvency Event, (c) the day upon which U.S. tax legislation is amended and becomes effective such that all U.S. resident holders of Class B Shares may receive Parent Subordinate Voting Shares in exchange for their Class B Shares on a tax deferred DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

8 ME1 35352122v.4 088209.00021 Business 20815996v1 basis for U.S. income tax purposes, or (d) it is the seventh anniversary of the Closing Date or any date thereafter. “Redemption Notice” has the meaning ascribed thereto in Section 8.2. “Redemption Price” has the meaning ascribed thereto in Section 8.1. “Resident” means a Person who is a resident of the United States for purposes of the Code or, if a partnership, all of whose partners are Residents. “Retracted Shares” has the meaning ascribed thereto in Section 7.1(a). “Retraction Call Right” has the meaning ascribed thereto in Section 7.1(c). “Retraction Date” has the meaning ascribed thereto in Section 7.1(b). “Retraction Price” has the meaning ascribed thereto in Section 7.1. “Retraction Request” has the meaning ascribed thereto in Section 7.1. “Shareholder Redemption Notice” has the meaning ascribed thereto in Section 8.2(b). 1.2 Headings; Article and Section References. The division of these share provisions into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these share provisions. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section of these share provisions. Unless otherwise specified or required by context, the terms “these share provisions”, “hereof’, “herein” and “hereunder” and similar expressions refer to these Class B Share provisions and the Class A Share provisions and not to any particular Article, Section other portion hereof and include any agreement or instrument supplementary or ancillary hereto. 1.3 Number and Gender. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders. 1.4 Business Days. If any date on which any action is required to be taken under these share provisions is not a Business Day, such action shall be required to be taken on the next succeeding Business Day. ARTICLE 2 RANKING OF CLASS B SHARES 2.1 Ranking. Except for the exchange features and related rights of the Class B Shares and the fact that the Class B Shares are non-voting, the Class B Shares shall rank pari passu with the Class A Shares. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

9 ME1 35352122v.4 088209.00021 Business 20815996v1 ARTICLE 3 DIVIDENDS 3.1 Dividends. A holder of a Class B Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of a Class B Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class B Share equivalent to each dividend or other distribution declared on each Class A Share. Without limiting the foregoing, a holder of a Class B Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class B Share: (a) in the case of an Extraordinary Dividend of cash declared on the Parent Subordinate Voting Shares from and after the Closing Date, in an aggregate amount in cash for each Class B Share as is equal in U.S. dollars, or the Canadian Dollar Equivalent thereof on the Parent Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable and without duplication; (b) in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date (for the avoidance of doubt, whether or not in connection with an Extraordinary Transaction) to be paid in Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), by the issue or transfer by the Corporation of such number of Class B Shares for each Class B Share as is economically equal to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication unless in lieu of such stock dividend the Corporation elects to effect a corresponding and contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) subdivision of the outstanding Class B Shares; or (c) in the case of an Extraordinary Dividend declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in property other than cash or Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), in such type and amount of property for each Class B Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication. Such dividends or distributions shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable. Any dividend which should have been declared or paid on the Class B Shares pursuant to this Section 3.1 but was not so declared or paid due to the DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

10 ME1 35352122v.4 088209.00021 Business 20815996v1 provisions of applicable law shall be declared and paid by the Corporation as soon as payment of such dividend is permitted by such law. For the avoidance of doubt, this Section 3.1 (i) shall be applied to ensure that holders of Class B Shares are treated in a manner economically equivalent to treatment of holders of Parent Subordinate Voting Shares with respect to those categories of dividends and other distributions described in subsections (a), (b) and (c) above, and (ii) in no such event shall be applied to confer a benefit on any other Person. 3.2 Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 3.1(a) and the sending of such a check to each holder of a Class B Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Class B Shares shall be issued or transferred in respect of any stock dividends or distributions of Class B Shares contemplated by Section 3.1(b) and the sending of such a certificate to each holder of a Class B Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class B Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 3.1(c) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Class B Share shall satisfy the dividend or distribution represented thereby. No holder of a Class B Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid. 3.3 Record and Payment Dates. The record date for the determination of the holders of Class B Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class B Shares under Section 3.1 shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable. 3.4 Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class B Shares under Section 3.1, the dividends or distributions are not paid in full on all of the Class B Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly applicable to the payment of such dividend or distribution. 3.5 Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2, and shall provide the Class B Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

11 ME1 35352122v.4 088209.00021 Business 20815996v1 assistance in support of their determination of economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2. Notwithstanding anything to the contrary in these share provisions, within (10) Business Days following the delivery of the written determination of economic equivalence to the Class B Shareholders, the holders of at least a majority of the then outstanding Class B Shares (the “Majority Holders”) may dispute such determination by written notice to the Board of Directors (the “Dispute Notice”). If the Dispute Notice is so given, the Majority Holders, on the one hand, and the Board of Directors, on the other hand, shall jointly select an appraiser which shall be an independent, nationally recognized firm of chartered professional accountants (the “Appraiser”) who shall determine the economic equivalence; provided, however, that if the Majority Holders and the Board of Directors cannot agree upon a single appraiser, KPMG shall be the Appraiser for purposes of this Section 3.5. The Appraiser shall conduct such independent procedures and investigations as the Appraiser shall deem necessary in order to form an opinion as to the economic equivalence and shall give written notice within thirty (30) days of its appointment as Appraiser of its determination to the Majority Holders and the Board of Directors. Such determination shall be final and binding upon the Class B Shareholders and the Corporation, absent manifest error. The fees of the Appraiser shall be borne by the Majority Holders, on the one hand, and the Corporation, on the other hand, in such amount(s) as will be determined by the Appraiser based on the proportion that the aggregate dollar amount of disputed items submitted to the Appraiser that is unsuccessfully disputed by the Majority Holders, on the one hand, or the Corporation, on the other hand, as determined by the appraiser, bears to the total amount of such disputed items so referred to the Appraiser for resolution. ARTICLE 4 CERTAIN RESTRICTIONS 4.1 Certain Restrictions. So long as any of the Class B Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the holders of Class B Shares given as specified in Section 11.2: (a) amend the Constating Documents; or (b) initiate the voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation. ARTICLE 5 PAYMENT OF THE CLASS B SHARE CONSIDERATION 5.1 Payment of the Class B Share Consideration. For all purposes of these rights, privileges, restrictions and conditions attaching to the Class B Shares, payment of the Class B Share Consideration (including payment of the Additional Amount, if any) in respect of each Class B Share shall be made by causing to be issued or transferred to each holder of such Class B Share a Parent Subordinate Voting Share (which share shall be fully paid and shall be free and clear of any lien, claims or encumbrance) plus delivering a check of the Corporation in respect of the Additional Amount, if any, and in all cases, less any amounts on account of tax properly withheld in accordance with Section 13.3. In connection with such issuance or transfer of such Parent Subordinate Voting Share, such holder will, in Parent’s discretion as to physical or electronic form, DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

12 ME1 35352122v.4 088209.00021 Business 20815996v1 (i) receive, at the address of such holder recorded in register of shareholders of the Corporation for the Class B Shares or, if requested by the holder, by holding for pick-up by such holder at the principal executive office of the Corporation physical share certificate representing such Parent Subordinate Voting Share, or (ii) have such Parent Subordinate Voting Share registered on an uncertificated basis in the direct registration stem maintained by Parent’s transfer agent in the name of such holder of the Class B Share. ARTICLE 6 DISTRIBUTION ON LIQUIDATION 6.1 Liquidation Rights. Subject to applicable law and the due exercise by Parent of its Liquidation Call Right, in the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Class B Shares shall be entitled to receive in respect of each Class B Share held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before any other distribution of any part of the assets of the Corporation, an amount per Class B Share equal to the Class B Share Consideration applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), except that the Class A Shares will have equivalent rights with respect to any unpaid dividends and distributions as set forth in Article 4 of Part II of these share provisions. 6.2 Payment and Delivery of Liquidation Amount. On or promptly after the Liquidation Date, and subject to the exercise by Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Class B Shares the Liquidation Amount for each such Class B Share upon presentation and surrender of the certificates representing such Class B Shares, a document (in the case of a holder who is a Resident) containing a representation and warranty that the holder is a Resident, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents, at the principal executive office of the Corporation. Payment of the total Liquidation Amount for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Liquidation Date, the holders of the Class B Shares shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Class B Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders all remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. Upon delivery of Parent Subordinate Voting Shares, the holders of the Class B Shares shall thereafter be considered and deemed for all purposes to be holders of Parent Subordinate Voting Shares delivered to them or the custodian on their behalf. 6.3 Rights after Liquidation. After the Corporation has satisfied its obligations to pay the holders of the Class B Shares the total Liquidation Amount, such holders shall not be entitled, in respect of the Class B Shares, to share in any further distribution of the assets of the Corporation. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

13 ME1 35352122v.4 088209.00021 Business 20815996v1 ARTICLE 7 RETRACTION OF CLASS B SHARES BY HOLDER 7.1 Retraction Rights. A holder of Class B Shares shall be entitled, subject to applicable law and the exercise by Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 7, to require the Corporation to redeem all or any portion of the Class B Shares registered in the name of such holder for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Retraction Date (the “Retraction Price”). To effect such redemption, the holder shall present and surrender at the principal executive office of the Corporation the certificate or certificates representing the Class B Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents and such additional documents and instruments as the Corporation may reasonably require, together with a duly executed statement (the “Retraction Request”) in the form of Exhibit A or in such other form as may be acceptable to the Corporation: (a) specifying that the holder desires to have all or a specified portion of the Class B Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation; (b) stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than 10 Business Days nor more than 20 Business Days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 20th Business Day after the date on which the Retraction Request is received by the Corporation; (c) acknowledging the overriding right (the “Retraction Call Right”) of Parent, pursuant to the Exchange Rights Agreement, to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the terms and conditions set out in Article 5 of the Exchange Rights Agreement; and (d) in the case of a holder who is a Resident, representing and warranting that the holder is a Resident. 7.2 Purchase by the Corporation. Subject to the exercise by Parent of the Retraction Call Right, upon receipt by the Corporation in the manner specified in Section 7.1 of a certificate or certificates representing the number of Retracted Shares, together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Retraction Price. If only part of the Class B Shares represented by any certificate is redeemed (or purchased by Parent or any of its Affiliates pursuant to the Retraction Call Right), a new certificate for the balance of such Class B DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

14 ME1 35352122v.4 088209.00021 Business 20815996v1 Shares to be retained by the holder of Class B Shares shall be issued to the holder by the Corporation. 7.3 Payment of Retraction Price. The Corporation shall deliver the Retraction Price in accordance with the provisions of Article 5 and such delivery by the Corporation shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price. 7.4 Rights after Retraction. On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Retraction Price per Class B Share, less any amounts on account of tax properly withheld accordance with applicable law and Section 13.3, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the total Retraction Price payable to such holder shall not be made as provided in Section 7.3, in which case the rights of such holder shall remain unaffected until the total Retraction Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of the total Retraction Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation shall thereafter be considered and deemed for all purposes to be a holder of the Parent Subordinate Voting Shares delivered to such holder. 7.5 Limitation on Retraction Rights. Notwithstanding any other provision of this Article 7, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to the next whole number of shares) as would not be contrary to such provisions and shall notify the holder at least two Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, and more than one holder has duly delivered a Retraction Request, the Corporation shall redeem Retracted Shares in accordance with Section 7.2 on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 7.2. Provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 7.2 as a result of solvency requirements or other provisions of applicable law shall be redeemed by giving the Retraction Request to require Parent to purchase such Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by Parent to such holder of the Retraction Price for each such Retracted Share pursuant to the Exchange Rights Agreement. 7.6 Withdrawal of Retraction Request. A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request, in which event such DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

15 ME1 35352122v.4 088209.00021 Business 20815996v1 Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to Parent shall be deemed to have been revoked. ARTICLE 8 REDEMPTION OF CLASS B SHARES BY THE CORPORATION 8.1 Redemption Rights. Subject to applicable law, and provided Parent has not exercised the Redemption Call Right or a Class B Shareholder has not exercised the Class B Shareholder’s Put Right, upon the occurrence of a Redemption Event the Corporation shall have right to redeem all but not less than all of the then outstanding Class B Shares for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date (the “Redemption Price”). 8.2 Exercise of Redemption Rights. In the case of a proposed redemption by the Corporation of Class B Shares under this Article 8, the Corporation shall, (a) at least 15 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), notify Parent in writing (the “Redemption Notice”) of the intention of the Corporation to redeem the Class B Shares; and (b) at least 10 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), send or cause to be sent to Parent and each holder of Class B Shares a notice in writing (the “Shareholder Redemption Notice”) of the redemption by the Corporation of the Class B Shares held by such holder. In the case of a Redemption Date established in connection with a Control Transaction, the Redemption Notice and the Shareholder Redemption Notice will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances (provided that at least ten Business Days’ notice is given). In any such case, such notice shall set out the Redemption Date. 8.3 Payment and Delivery of Redemption Price. On the Redemption Date and subject to the exercise by Parent of the Redemption Call Right or the exercise of the Class B Shareholders’ Put Right, the Corporation shall cause to be delivered to the holders of the Class B Shares to be redeemed the Class B Share Consideration representing the full Redemption Price for each such Class B Share, upon presentation and surrender at the principal executive office of the Corporation of the certificates representing such Class B Shares, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under the applicable law and the Constating Documents and (in the case of a holder who is a Resident) a representation and warranty by such holder of Class B Shares to be redeemed that such holder is a Resident. Payment of the total Redemption Price for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Redemption Date, the holders of the Class B Shares called for redemption shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

16 ME1 35352122v.4 088209.00021 Business 20815996v1 receive their proportionate part of the total Redemption Price, less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3, unless payment of the total Redemption Price delivered to a holder for such Class B Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore provided. Upon such payment of the total Redemption Price, the holders of the Class B Shares shall thereafter be considered and deemed for all purposes be holders of the Parent Subordinate Voting Shares delivered to them. ARTICLE 9 PURCHASE FOR CANCELLATION 9.1 Purchase for Cancellation. Subject to applicable law and at the option of the holder of Class B Shares, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Class B Shares by private contract with any holder of Class B Shares at any price agreed to between the Corporation and such holder of Class B Shares. ARTICLE 10 VOTING RIGHTS 10.1 Voting Rights. Except as required by applicable law and by Article 11 and 12, the holders of the Class B Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting. ARTICLE 11 AMENDMENT AND APPROVAL 11.1 Holder Approval. The rights, privileges, restrictions and conditions attaching to the Class B Shares and the Class A Shares may be added to, changed or removed but only with approval of the holders of the Class B Shares given as hereinafter specified. 11.2 Approval Process. Any approval given by the holders of the Class B Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares or the Class A Shares or any other matter requiring the approval or consent of the holders of the Class B Shares (except as set forth in Section 3.5) shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Class B Shares duly called and held at which the holders of at least 50% of the outstanding Class B Shares at that time are present or represented by proxy. If at any such meeting the holders of at least 50% of the outstanding Class B Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Class B Shares present or represented by proxy thereat shall form a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Class B Shares. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

17 ME1 35352122v.4 088209.00021 Business 20815996v1 ARTICLE 12 RECIPROCAL CHANGES, ETC. IN RESPECT OF PARENT SUBORDINATE VOTING SHARES 12.1 Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2, (a) issues or distributes Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to the holders of the then outstanding Parent Subordinate Voting Shares, as applicable and without duplication, by way of stock dividend or other distribution, other than: (i) an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 3.1(b) applies, or (ii) an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Class B Shares receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class B Shares adjusted pursuant to Section 3.1(b); (b) issues or distributes rights, options or warrants to the holders of the then outstanding Parent Subordinate Voting Shares entitling them to subscribe for or to purchase Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares, all as applicable and without duplication); or (c) issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares (other than an issuance or distribution pursuant to which Section 3.1(c) applies): (i) shares or securities of Parent of any class other than Parent Subordinate Voting Shares; (ii) rights, options or warrants other than those referred to in Section 12.1(b); or (iii) evidences of indebtedness of Parent, the Corporation will provide at least five Business Days prior notice to the holders of Class B Shares and will ensure that the economic equivalent on a per share basis of such Parent Subordinate DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

18 ME1 35352122v.4 088209.00021 Business 20815996v1 Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class B Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the holders of Class B Shares under this Section 12.1 unless an equivalent amount on a per share basis is issued or distributed to the holders of Class A Shares under Section 5.1 of Part II. 12.2 In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2, (a) subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares; (b) reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or (c) reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares, the Corporation will ensure that the same or an economically equivalent change as effected in respect of the Parent Subordinate Voting Shares shall simultaneously be made to, or in, the rights of the holders of the Class B Shares. Notwithstanding any other provision in these share provisions, this Article 12 shall not be changed without the approval of the holders of the Class B Shares given in accordance with Section 11.2. ARTICLE 13 LEGEND, WITHHOLDING RIGHTS; SPECIFIED AMOUNT 13.1 Legend. The certificates evidencing the Class B Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors with respect to the provisions of the Exchange Rights Agreement. 13.2 Acknowledgement. Each holder of a Class B Share, whether of record or beneficial, by virtue of becoming and being such a holder, shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favor of Parent, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation, or the retraction or redemption of Class B Shares, as the case may be, and to be bound thereby in favor of Parent as therein provided. 13.3 Withholding Rights. Each of the Corporation, Parent and their Affiliates shall be entitled to deduct and withhold from any dividend or other amount otherwise payable to any holder of Class B Shares such amounts as the Corporation, Parent or such Affiliate is required or permitted (to the extent that absent such permitted withholding, the payor would be liable for, or for amounts on account of, taxes, interest and/or penalties in connection with the payment) to deduct or DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

19 ME1 35352122v.4 088209.00021 Business 20815996v1 withhold with respect to such payment under the Income Tax Act (Canada) (including without limitation Section 116 and Part XIII thereof), the Code or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Class B Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted when done to the appropriate taxing authority and reasonable documentation respecting such payment is provided to the holder of the Class B Shares. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, subject to right of the holder of Class B Shares as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, the Corporation, Parent and their Affiliates are hereby authorized to sell or otherwise dispose of such portion of the non-cash consideration as is necessary to provide sufficient funds to the Corporation, Parent or such of their Affiliates, as the case may be, to enable it to comply with such deduction withholding requirement and the Corporation, Parent or such of their Affiliates shall notify the holder thereof and remit to the holder any portion of the net proceeds of such sale not required or permitted to be deducted or withheld. All payments to be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling any non-cash consideration to satisfy tax obligations as provided for above, the Corporation, Parent or its Affiliates, as applicable, shall notify the Class B Shareholder that it shall be making the deductions or withholdings noted above and the Class B Shareholder shall have the option to provide cash to the Corporation, Parent or its Affiliates, as applicable, in amount equal to the amounts to be withheld or deducted within three Business Days of delivery of the notice, in which case the Corporation, Parent or its Affiliates, as applicable, shall not sell any non-cash consideration until such three (3) Business Day period had passed. ARTICLE 14 NOTICES 14.1 Any notice, request or other communication to be given to the Corporation by a holder of Class B Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by facsimile or by delivery to the principal executive office of the Corporation and addressed to the attention of the President of the Corporation. Any such notice, request or other communication, if given by mail, facsimile or delivery, shall only be deemed to have been given and received (i) on the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3rd) Business Day after deposit in the national certified or prepaid mail. 14.2 Any presentation and surrender by a holder of Class B Shares to the Corporation of certificates representing Class B Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Class B Shares shall be made by registered mail (postage prepaid) or by delivery to the principal executive office of the Corporation addressed to the attention of the President of the Corporation. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

20 ME1 35352122v.4 088209.00021 Business 20815996v1 14.3 Any notice, request or other communication to be given to a holder of Class B Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by delivery to the address of the holder recorded in the register of shareholders of the Corporation or in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, shall be deemed to have been given and received on (i) the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3rd) Business Day after deposit in the national certified or prepaid mail. Accidental failure or omission to give any notice, request or other communication to one or more holders of Class B Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto except where such failure or omission has a material prejudicial effect in respect of the rights of that holder of the Class B Shares. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

21 ME1 35352122v.4 088209.00021 Business 20815996v1 PART II CLASS A SHARE PROVISIONS The Class A Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions: ARTICLE 1 INTERPRETATION 1.1 The defined terms and other provisions in Article 1 of Part I of these share provisions shall also apply to this Part II. References to Sections made in this Part II are to Sections in this Part II, unless otherwise indicated. Unless otherwise specified or required by context, the terms “these share provisions”, “hereof’, “herein” and “hereunder” and similar expressions refer to these Class A Share provisions and the Class B share provisions and not to any particular Article, Section other portion hereof and include any agreement or instrument supplementary or ancillary hereto. ARTICLE 2 DIVIDENDS 2.1 A holder of a Class A Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of a Class A Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class A Share equivalent to each dividend or other distribution declared on each Class B Share. Without limiting the foregoing, a holder of a Class A Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class A Share: (a) in the case of an Extraordinary Dividend of cash declared on the Parent Subordinate Voting Shares from and after the Closing Date, in an aggregate amount in cash for each Class A Share as is equal in U.S. dollars, or the Canadian Dollar Equivalent thereof on the Parent Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable and without duplication; (b) in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date (for the avoidance of doubt, whether or not in connection with an Extraordinary Transaction) to be paid in Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), by the payment by the Corporation of cash in an amount that is economically equivalent (as determined by the Board of Directors) to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication; or DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

22 ME1 35352122v.4 088209.00021 Business 20815996v1 (c) in the case of an Extraordinary Dividend declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in property other than cash or Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), in such type and amount of property for each Class A Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 2.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication. Such dividends or distributions shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable. Any dividend which should have been declared or paid on the Class A Shares pursuant to this Section 2.1 but was not so declared or paid due to the provisions of applicable law shall be declared and paid by the Corporation as soon as payment of such dividend is permitted by such law. For the avoidance of doubt, this Section 2.1 (i) shall be applied to ensure that holders of Class A Shares are treated in a manner economically equivalent to treatment of holders of Parent Subordinate Voting Shares with respect to those categories of dividends and other distributions described in subsections (a), (b) and (c) above, and (ii) in no such event shall be applied to confer a benefit on any other Person. 2.2 Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 2.1(a) and the sending of such a check to each holder of a Class A Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Class A Shares shall be issued or transferred in respect of any stock dividends or distributions of Class A Shares contemplated by Section 2.1(b) and the sending of such a certificate to each holder of a Class A Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class A Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 2.1(a) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Class A Share shall satisfy the dividend or distribution represented thereby. No holder of a Class A Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid. 2.3 Record and Payment Dates. The record date for the determination of the holders of Class A Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class A Shares under Section 2.1 shall be the same dates as the record and payment date, respectively, for the corresponding dividend or distribution declared on the Class B Shares, as applicable. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

23 ME1 35352122v.4 088209.00021 Business 20815996v1 2.4 Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class A Shares under Section 2.1, the dividends or distributions are not paid in full on all of the Class A Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly applicable to the payment of such dividend or distribution. 2.5 Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2, and shall provide the Class A Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2. ARTICLE 3 VOTING RIGHTS 3.1 The holders of the Class A Shares shall be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and shall be entitled to one vote in respect of each Class A Share held at such meetings, except a meeting of holders of a particular class or series of shares other than the Class A Shares who are entitled to vote separately as a class or series at such meeting. ARTICLE 4 LIQUIDATION, DISSOLUTION OR WINDING-UP 4.1 In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the property or assets of the Corporation among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary, the holders of the Class A Shares shall, subject to the rights of the holders of the Class B Shares under Section 6.1 of Part 1 of these share provisions in respect of any such distribution on liquidation, dissolution or winding-up of the Corporation or other distribution of its property or assets among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary (any such event, “Liquidation Event”), be entitled to receive the remaining property and assets of the Corporation, except that the holders of Class A Shares shall first be entitled to receive, on a pari passu basis with respect to that portion of the Liquidation Amount payable to the holders of Class B Shares under subsections (b) and (c) of the definition of Class B Share Consideration, the following amounts: (a) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class A Share under Section 2.1(a) of this Part II from the time that the Class A Share was first issued to the effective time of any such Liquidation Event, the excess, if any, of (A) the aggregate amount of all Extraordinary Dividends of cash declared and paid by DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

24 ME1 35352122v.4 088209.00021 Business 20815996v1 Parent on a Parent Subordinate Voting Share from the time that the Class A Share was first issued to the effective time of such Liquidation Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class A Share under Section 2.1(a) of this Part II from the time that the Class A Share was first issued to the effective time of such Liquidation Event; plus (ii) the amount of any cash dividends or other cash distributions on the Class A Share which have been declared but not yet paid as of the effective time of such Liquidation Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor; plus (b) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class A Share under Section 2.1(c) of this Part II, the excess, if any, of (A) the aggregate fair market value of all Extraordinary Dividends declared and paid in property other than cash on a Parent Subordinate Voting Share from the time that the Class A Share was first issued to the effective time of such Liquidation Event, over (B) the aggregate fair market value of all non-cash dividends or other non-cash distributions declared and paid by the Corporation on the Class A Share under Section 2.1(c) of this Part II from the time that the Class A Share was first issued to the effective time of such Liquidation Event, plus (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions on the Class A Share which have been declared but not yet paid as of the effective time of such Liquidation Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum. The rights of holders of Class A Shares under this Section 4.1 to receive unpaid dividends and distributions shall rank pari passu with the rights of the holders of Class B Shares to receive certain categories of unpaid dividends and distributions (as provided for in subsections (b) and (c) of the definition of Class B Share Consideration) under Section 6.1 of Part I of these share provisions. ARTICLE 5 RECIPROCAL CHANGES, ETC. IN RESPECT OF PARENT SUBORDINATE VOTING SHARES 5.1 Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares, (a) issues or distributes Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to the holders of the then outstanding Parent Subordinate Voting Shares, as DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

25 ME1 35352122v.4 088209.00021 Business 20815996v1 applicable and without duplication, by way of stock dividend or other distribution, other than: (i) an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 2.1(b) applies, or (ii) an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving Extraordinary Dividends of cash, provided that the holders of Class A Shares shall receive the same option to either receive cash dividends or distributions pursuant to Section 2.1(a) or receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class A Shares adjusted pursuant to Section 2.1(b); (b) issues or distributes rights, options or warrants to the holders of the then outstanding Parent Subordinate Voting Shares entitling them to subscribe for or to purchase Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares, all as applicable and without duplication); or (c) issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares (other than an issuance or distribution pursuant to which Section 2.1(c) applies): (i) shares or securities of Parent of any class other than Parent Subordinate Voting Shares; (ii) rights, options or warrants other than those referred to in Section 5.1(b); or (iii) evidences of indebtedness of Parent, the Corporation will provide at least five Business Days prior notice to the holders of Class A Shares and will ensure that the economic equivalent on a per share basis of such Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class A Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the holders of Class A Shares under this Section 5.1 unless an equivalent amount on a per share basis is issued or distributed to the holders of Class B Shares under Section 12.1 of Part I. 5.2 In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares, DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

26 ME1 35352122v.4 088209.00021 Business 20815996v1 (a) subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares; (b) reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or (c) reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares, the Corporation will ensure that the same or an economically equivalent change as effected in respect of the Parent Subordinate Voting Shares shall simultaneously be made to, or in, the rights the holders of the Class A Shares. For the avoidance of doubt, no such change shall be made under this Section 5.2 unless an equivalent change is made under Section 12.2 of Part I. Notwithstanding any other provision in these share provisions, this Article 5 shall not be changed without the approval of the holders of the Class B Shares given in accordance with Section 11.2 of Part I. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

27 ME1 35352122v.4 088209.00021 Business 20815996v1 PART III GENERAL Notwithstanding any provisions in these Articles of Incorporation or the Exchange Rights Agreement to the contrary, no shareholder shall receive duplicate rights and privileges upon the occurrence of the same event. For example, if an Extraordinary Dividend of cash is declared on the Parent Subordinate Voting Shares after the Closing Date, then the holders of Class B Shares shall receive a comparable cash dividend under Section 3.1 of Part I. They shall not receive a second cash dividend under Section 3.1 of Part I because a cash dividend was also triggered on the Class A Shares under Section 2.1 of Part II arising from the same cash dividend declared on the Parent Subordinate Voting Shares. This prohibition on duplication applies to both the Class B Shares and Class A Shares and with respect to all dividends, distributions, rights offerings, stock splits, consolidations, recapitalization, reorganizations and any other right or privilege applicable to them. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

ME1 35352122v.4 088209.00021 Business 20815996v1 EXHIBIT A RETRACTION REQUEST To: CSAC Acquisition AZ Corp. (“Exchangeco”) THIS NOTICE is given pursuant to Article 7 of the provisions (the “Class B Share Provisions”) attaching to the Class B Shares of Exchangeco represented by the certificate attached hereto (the “Certificate”) and all capitalized words and expressions used in this notice that are defined in the Class B Share Provisions have the meanings ascribed to such words and expressions in such Class B Share Provisions. THE UNDERSIGNED hereby notifies Exchangeco that, subject to the Retraction Call Right referred to below, the undersigned desires to have Exchangeco redeem in accordance with Article 7 of the Class B Share Provisions: ☐ all share(s) represented by the Certificate; or ☐ _________ share(s) only represented by the Certificate. THE UNDERSIGNED hereby notifies Exchangeco that the Retraction Date shall be ____________. NOTE: The Retraction Date must be a Business Day and must not be less than 5 Business Days nor more than 20 Business Days after the date upon which this notice is received by Exchangeco. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 20th Business Day after the date on which this notice is received by Exchangeco. THE UNDERSIGNED acknowledges the overriding Retraction Call Right of Parent to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Purchase Price (as defined in the Exchange Rights Agreement) and on the other terms and conditions set out Article 5 of the Exchange Rights Agreement. This Retraction Request, and this offer to sell the Retracted Shares to Parent, may be revoked and withdrawn by the undersigned only by notice in writing given to Exchangeco at any time before the close of business on the Business Day immediately preceding the Retraction Date. THE UNDERSIGNED acknowledges that if, as a result of solvency requirements or other provisions of applicable law, Exchangeco is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Class B Shareholders’ Put Right (as defined in the Exchange Rights Agreement) so as to require Parent to purchase the unredeemed Retracted Shares. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

ME1 35352122v.4 088209.00021 Business 20815996v1 THE UNDERSIGNED hereby represents and warrants to Exchangeco and its Affiliates that the undersigned: ☐ is; or ☐ is not a Resident. The undersigned acknowledges that in the absence of an indication that the undersigned is a Resident, withholding may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares in accordance with applicable law and Section 13.3 of the Class B Share Provisions. THE UNDERSIGNED hereby represents and warrants to Exchangeco, Parent and their Affiliates that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by Exchangeco, Parent or any of their Affiliates, as the case may be, free and clear of all liens, hypothecs, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ☐ Please check box if the securities and any check(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder at the principal executive office of Exchangeco, failing which the securities and any check(s) will be delivered by courier to the last address of the shareholder as it appears on the register. NOTE: This panel must be completed and the Certificate, together with such additional documents as Exchangeco may require, must be deposited with Exchangeco. The securities and any check(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Exchangeco and the securities and any check(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed. Date: _____________________ Name of Person in Whose Name Securities or Check(s) to be Registered, Issued or Delivered (please print): ____________________________________ Street Address or P.O. Box: _______________________________________________________ Signature of Shareholder: _________________________________________________________ City, Province/State and Postal/Zip Code: ____________________________________________ Signature Guaranteed by: _________________________________________________________ NOTE: If this Retraction Request is for less than all of the shares represented by the Certificate, a certificate representing the remaining share(s) of Exchangeco DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

ME1 35352122v.4 088209.00021 Business 20815996v1 represented by this Certificate will be issued and registered in the name of the shareholder as it appears on the register of Exchangeco. DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78

[Amended and Restated Articles of Incorporation of CSAC Acquisition AZ Corp.] __________________ 088209.00021 Business 20815996v1 IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed these Amended and Restated Articles of Incorporation, certifying that the facts herein stated are true, this March 16, 2021. CSAC ACQUISITION AZ CORP. By: ________________________ Name: Jonathan Sandelman Its: President DocuSign Envelope ID: F5A07CB5-F074-40AA-9805-DD40E7C45B78 DocuSigned by:

Exhibit T3A-12

Business Entity - Filing Acknowledgement 04/28/2022 Work Order Item Number: W2022042702079-2086628 Filing Number: 20222283899 Filing Type: Articles of Organization Filing Date/Time: 4/27/2022 2:35:00 PM Filing Page(s): 2 Indexed Entity Information: Entity ID: E22839002022-6 Entity Name: CSAC Acquisition Connecticut LLC Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E22839002022-6 Filing Number 20222283899 Filed On 4/27/2022 2:35:00 PM Number of Pages 2

Business Entity - Filing Acknowledgement 04/28/2022 Work Order Item Number: W2022042702079-2086629 Filing Number: 20222283917 Filing Type: Initial List Filing Date/Time: 4/27/2022 2:35:00 PM Filing Page(s): 2 Indexed Entity Information: Entity ID: E22839002022-6 Entity Name: CSAC Acquisition Connecticut LLC Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E22839002022-6 Filing Number 20222283917 Filed On 4/27/2022 2:35:00 PM Number of Pages 2

DOMESTIC LIMITED-LIABILITY COMPANY (86) CHARTER I, BARBARA K. CEGAVSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that CSAC Acquisition Connecticut LLC did, on 04/27/2022, file in this office the original ARTICLES OF ORGANIZATION that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada. Certificate Number: B202204282621376 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 04/28/2022. Secretary of State BARBARA K. CEGAVSKE

NEVADA STATE BUSINESS LICENSE CSAC Acquisition Connecticut LLC Nevada Business Identification # NV20222438300 Expiration Date: 04/30/2023 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B202204282621394 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 04/28/2022. BARBARA K. CEGAVSKE Secretary of State

Exhibit T3A-13

Business Entity - Filing Acknowledgement 02/11/2021 Work Order Item Number: W2021021001919-1122627 Filing Number: 20211230870 Filing Type: Articles of Incorporation-For-Profit Filing Date/Time: 2/10/2021 1:55:00 PM Filing Page(s): 2 Indexed Entity Information: Entity ID: E12308712021-3 Entity Name: CSAC Acquisition FL Corp. Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E12308712021-3 Filing Number 20211230870 Filed On 2/10/2021 1:55:00 PM Number of Pages 2

DOMESTIC CORPORATION (78) CHARTER I, BARBARA K. CEGAVSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that CSAC Acquisition FL Corp. did, on 02/10/2021, file in this office the original ARTICLES OF INCORPORATION-FOR-PROFIT that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada. Certificate Number: B202102111424111 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 02/11/2021. Secretary of State BARBARA K. CEGAVSKE

Business Entity - Filing Acknowledgement 02/11/2021 Work Order Item Number: W2021021001919-1122628 Filing Number: 20211230892 Filing Type: Initial List Filing Date/Time: 2/10/2021 1:55:00 PM Filing Page(s): 2 Indexed Entity Information: Entity ID: E12308712021-3 Entity Name: CSAC Acquisition FL Corp. Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E12308712021-3 Filing Number 20211230892 Filed On 2/10/2021 1:55:00 PM Number of Pages 2

NEVADA STATE BUSINESS LICENSE CSAC Acquisition FL Corp. Nevada Business Identification # NV20212015103 Expiration Date: 02/28/2022 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B202102111424138 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 02/11/2021. BARBARA K. CEGAVSKE Secretary of State

Exhibit T3A-14

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

CSAC ACQUISITION IL CORP.

CSAC Acquisition IL Corp. (the “Corporation”), a Nevada corporation, hereby amends and restates its Articles of Incorporation to embody in one document its original articles and the subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised Statutes (the “NRS”).

These Amended and Restated Articles of Incorporation (these “Articles of Incorporation”) were approved and adopted by the board of directors of the Corporation (the “Board of Directors”) by written consent on May 16, 2022. Upon the recommendation of the Board, the sole shareholder of the Corporation, holding all of the voting power, approved and adopted these Articles of Incorporation by written consent on May 16, 2022. As a result, these Articles of Incorporation were authorized and adopted in accordance with the NRS.

These Articles of Incorporation correctly set forth the text of the Corporation’s Articles of Incorporation as amended up to and by these Articles of Incorporation.

1.1          Name. The name of the Corporation is CSAC Acquisition IL Corp.

1.2          Registered Office and Registered Agent. The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

1.3          Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.

1.4          Authorized Capital. The total number of all classes of stock which the Corporation shall have the authority to issue is 210,000,000 common shares, $0.000001 par value, of which 110,000,000 shares are hereby designated Class A voting non-exchangeable common shares, $0.000001 par value, and 100,000,000 shares are hereby designated Class B non-voting exchangeable common shares, $0.000001 par value. Effective upon the filing of this Articles of Incorporation, as the same may be amended from time to time, each issued and outstanding share of Common Stock, $0.000001 par value, shall be reconstituted automatically and without any further action by the Corporation or any of the Corporation’s stockholders into one share of Class A voting non-exchangeable common shares, $0.000001 par value. Such reconstitutes shall not affect any Class B Shares issued after the Articles of Incorporation are filed.

1.5          Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal bylaws of the Corporation (the “Bylaws”).

1.6          Limitation of Directors’ Liability; Indemnification. The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted by law. The Corporation is authorized to indemnify (and advance expenses to) its directors and officers to the fullest extent permitted by law. Neither the amendment, modification or repeal of these Articles of Incorporation nor the adoption of any provision in these Articles of Incorporation inconsistent with these Articles of Incorporation shall adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption.

1.7          Elections of Directors. The Board of Directors shall be elected or appointed in such manner as shall be provided in the Bylaws, as amended from time to time. Except as otherwise fixed or provided for pursuant to the provisions of these Articles of Incorporation, including any certificate of designation relating to any series of preferred stock, the number of directors may be changed from time to time in the manner provided in the Bylaws.

1.8          Additional Terms. Part I (Class B Share Provisions), Part II (Class A Share Provisions) and Part III (General) and Exhibit A (Retraction Request), attached hereto, form a part of these Articles of Incorporation for all purposes.

PART I

CLASS B SHARE PROVISIONS

The Class B Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1          Definitions. In these share provisions, the following terms shall have the following meanings:

“Additional Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Affiliate” has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended, but the holders of Class B Shares that are parties to the Exchange Rights Agreement shall not be deemed to be Affiliates of Parent or the Corporation.

“Appraiser” has the meaning ascribed thereto in Section 3.5.

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of New York, New York.

“Canadian Dollar Equivalent” means in respect of an amount expressed in US Dollars at any date, the product obtained by multiplying:

(a)

the US Dollar amount by,

(b)

the average US Dollar/Canadian Dollar daily exchange rate as published by the Bank of Canada for the period of five Business Days prior to the date of conversion.

“Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Class A Shares” means the Class A voting non-exchangeable common shares in the capital of the Corporation and any other securities into which such shares may be changed.

“Class B Share Consideration” means, with respect to each Class B Share, for any acquisition, redemption or retraction of, or distribution of assets of the Corporation in respect of the Class B Share (any such event, “Exchange Event”) the aggregate of the following:

(a)

one Parent Subordinate Voting Share; plus

(b)

the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.1(a) of this Part I prior to or at the effective time of any Exchange Event, the excess, if any, of (A) the aggregate amount of all cash dividends or other cash distributions declared and paid by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Exchange Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class B Share under Section 3.1(a) of this Part I prior to or at the effective time of such Exchange Event, plus (ii) the amount of any cash dividends or other cash distributions (other than Corresponding Dividends) on the Class B Share which have been declared (or required to have been declared) but not yet paid as of the effective time of such Exchange Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or (only if payable to a holder of Class B Shares who is a Canadian resident) the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor (such sum, the “Cash Dividend Amount”); plus

(c)

the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.1(c) of this Part I prior to or at the effective time of any such Exchange Event, the excess, if any, of (A) the aggregate fair market value when declared or issued of all declared and paid non-cash dividends or other non-cash distributions by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Exchange Event, over (B) the aggregate fair market value of all non-cash dividends or other non-cash distributions declared and paid by the Corporation on the Class B Share under Section 3.1(c) of this Part I prior to or at the effective time of such Exchange Event, plus (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions (other than Corresponding Dividends) on the Class B Share which have been declared (or required to have been declared) but not yet paid as of the effective time of such Exchange Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or (only if payable to a holder of Class B Shares who is a Canadian resident) the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum (such sum, the “Non-Cash Dividend Amount” and together with the Cash Dividend Amount, the “Additional Amount”);

provided that such consideration shall be paid less any amounts on account of tax properly withheld in accordance with Section 13.3. For greater certainty, in no event shall a holder of Class B Shares be entitled to receive or demand any consideration in connection with the acquisition, redemption, or retraction of, or distribution of the assets of the Corporation in respect of, any Class B Shares, other than the Class B Share Consideration payable in accordance with Article 5.

“Class B Shareholders’ Put Right” means the right of the holders of Class B Shares to require Parent to purchase all or any part of the Class B Shares held by such holder of Class B Shares, as more particularly described in, and in accordance with, the Exchange Rights Agreement.

“Class B Shares” mean the Class B non-voting exchangeable common shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein.

“Closing Date” has the meaning ascribed thereto in the Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Constating Documents” means the articles of incorporation, including for the avoidance of doubt Part I, Part II, Part III and Exhibit A thereto, and bylaws of the Corporation, as amended from time to time.

“Control Transaction” means any of the following:

(a)

any person or group of persons acting jointly or in concert (within the meaning of National Instrument 62-104 — Take-Over Bids and Special Transactions) (“NI 62¬104”) acquires, directly or indirectly, control (as defined in NI 62-104) of Parent;

(b)

the shareholders of Parent shall have approved a merger, consolidation, recapitalization or reorganization of Parent, or, if shareholder approval is not sought or obtained, any such transaction shall have been consummated, in either case other than any such transaction which would result in at least 50% of the total voting power represented by the voting securities of the resulting entity outstanding immediately after such transaction being beneficially owned by holders of outstanding voting securities of Parent immediately prior to the transaction, with the voting power of each such continuing holder relative to such other continuing holders being not altered substantially in the transaction; or

(c)

the shareholders of Parent shall approve an agreement for the sale or disposition by Parent of all or substantially all of Parent’s consolidated assets, except for the transfer of assets to a subsidiary of Parent;

“Corporation” means CSAC Acquisition IL Corp., a corporation organized under the laws of the State of Nevada and any successor corporation.

“Corresponding Dividend” has the meaning ascribed thereto in Section 3.1.

“Dispute Notice” has the meaning ascribed thereto in Section 3.5.

“Exchange Rights Agreement” means the exchange rights agreement among Parent, the Corporation and each holder of Class B Shares setting out the terms and conditions relating to the exchange of the Class B Shares for Parent Subordinate Voting Shares, as it may be amended from time to time.

“Governmental Entity” means (i) any multinational, federal, provincial, state, territorial,regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory,expropriation or taxing authority under or for the account of any of the foregoing.

“holder” means, when used with reference to the Class B Shares, the holders of Class B Shares shown from time to time in the register maintained by or on behalf of the Corporation in respect of the Class B Shares.

“Insolvency Event” means the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be liquidated, dissolved or wound-up. or the consent of the Corporation to the institution of bankruptcy, insolvency, liquidation, dissolution or winding up proceedings against it, or the filing of a petition, answer or consent seeking liquidation, dissolution or winding up under any bankruptcy, insolvency or analogous laws in any jurisdiction, and the failure by the Corporation to contest in good faith any such proceedings instituted by any Person other than the Corporation commenced in respect of the Corporation within 30 days of becoming aware thereof, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or the making by the Corporation of a general assignment for the benefit of creditors, or the admission in writing by the Corporation of its inability to pay its debts generally as they become due, or the Corporation not being permitted, pursuant to solvency requirements of applicable law, to purchase any Retracted Shares pursuant to these share provisions.

“Liquidation Amount” has the meaning ascribed thereto in Section 6.1.

“Liquidation Call Right” means the overriding right of Parent, in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 6, to purchase from all, but not less than all, of the holders of Class B Shares (other than any holder of Class B Shares which is an Affiliate of Parent) on the Liquidation Date all, but not less than all, of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement.

“Liquidation Date” has the meaning ascribed thereto in Section 6.1.

“Majority Holders” ” has the meaning ascribed thereto in Section 3.5.

“Non-Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Parent” means Ayr Wellness Inc., a corporation organized under the laws of the Province of British Columbia, and any successor corporation.

“Parent Distribution Declaration Date” means the date on which the Board of Directors of Parent declares any dividend or other distribution on the Parent Subordinate Voting Shares.

“Parent Subordinate Voting Shares” means the subordinate voting shares of Parent and shall include the Restricted Voting Shares (as defined in the Parent’s articles, as amended) and the Limited Voting Shares (as defined in the Parent’s articles, as amended), and any such other securities into which such shares may be converted or for which such shares may be exchanged.

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

“Purchase Agreement” means the Equity Purchase Agreement, dated July 19, 2021, by and among, inter alia, Parent, the Corporation, Herbal Remedies Dispensaries, LLC and Robert J. Lansing, as amended or amended and restated from time to time.

“Redemption Call Right” means the overriding right of Parent, notwithstanding the proposed redemption of the Class B Shares by the Corporation pursuant to Article 8, to purchase from all but not less than all of the holders of Class B Shares (other than any holder of Class B Shares which is an Affiliate of Parent) on the Redemption Date all but not less than all of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement.

“Redemption Date” means the date, if any, established by the Board of Directors in connection with the occurrence of a Redemption Event, for the redemption by the Corporation of all but not less than all of the outstanding Class B Shares pursuant to Article 8 in accordance with the terms hereof; provided, however, that the Redemption Date, if established, shall not be later than thirty (30) days after the occurrence of such Redemption Event (except in the case of a Redemption Event set forth in clause (d) of the definition thereof, in which case the Redemption Date shall occur not later than thirty (30) days after the Corporation’s delivery of the Shareholder Redemption Notice, subject to Section 8.2).

“Redemption Event” means (a) the occurrence of a Control Transaction, (b) the occurrence of an Insolvency Event, (c) the day upon which U.S. tax legislation is amended and becomes effective such that all Resident holders of Class B Shares may receive Parent Subordinate Voting Shares in exchange for their Class B Shares on a tax deferred basis for U.S. income tax purposes, or (d) it is the seventh anniversary of the Closing Date or any date thereafter.

“Redemption Notice” has the meaning ascribed thereto in Section 8.2.

“Redemption Price” has the meaning ascribed thereto in Section 8.1.

“Resident” means a Person who is a resident of the United States for purposes of the Code or, if a partnership, all of whose partners are Residents.

“Retracted Shares” has the meaning ascribed thereto in Section 7.1(a).

“Retraction Call Right” has the meaning ascribed thereto in Section 7.1(c).

“Retraction Date” has the meaning ascribed thereto in Section 7.1(b).

“Retraction Price” has the meaning ascribed thereto in Section 7.1.

“Retraction Request” has the meaning ascribed thereto in Section 7.1.

“Shareholder Redemption Notice” has the meaning ascribed thereto in Section 8.2(b).

1.2          Headings; Article and Section References. The division of these share provisions into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these share provisions. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section of these share provisions. Unless otherwise specified or required by context, the terms “these share provisions”, “hereof’, “herein” and “hereunder” and similar expressions refer to these Class B Share provisions and the Class A Share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3          Number and Gender. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4          Business Days. If any date on which any action is required to be taken under these share provisions is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

ARTICLE 2

RANKING OF CLASS B SHARES

2.1          Ranking. Except for the exchange features and related rights of the Class B Shares and the fact that the Class B Shares are non-voting, the Class B Shares shall rank pari passu with the Class A Shares.

ARTICLE 3

DIVIDENDS

3.1          Dividends. A holder of a Class B Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of a Class B Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class B Share equivalent to each dividend or other distribution declared on each Class A Share. Without limiting the foregoing, a holder of a Class B Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class B Share e (each, a “Corresponding Dividend”):

(a)

in the case of a cash dividend or distribution declared on the Parent Subordinate Voting Shares, in an aggregate amount in cash for each Class B Share as is equal in U.S. dollars, or (only if payable to a holder of Class B Shares who is a Canadian resident) the Canadian Dollar Equivalent thereof on the Parent Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable and without duplication;

(b)

in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), by the issue or transfer by the Corporation of such number of Class B Shares for each Class B Share as is economically equal to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication unless in lieu of such stock dividend or distribution the Corporation elects to effect a corresponding and contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) subdivision of the outstanding Class B Shares; or

(c)

in the case of a dividend or distribution declared on the Parent Subordinate Voting Shares to be paid in property other than (i) cash, (ii) Parent Subordinate Voting Shares, (iii) other equity securities of Parent or (iv) securities convertible for or exchangeable into equity securities of Parent, in such type and amount of property for each Class B Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication.

Notwithstanding any other provision of these share provisions, no dividend shall be paid by the Corporation on the Class B Shares unless an equal per share dividend is paid by Parent on the Parent Subordinate Voting Shares and vice versa, and if a dividend is paid by the Corporation on the Class A Shares an equal per share dividend, must also be paid by the Corporation on the Class B Shares and by the Parent on the Parent Subordinate Voting Shares with no entitlement of the Class B Shares to a Corresponding Dividend in respect of the latter.

3.2          Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 3.1(a) and the sending of such a check to each holder of a Class B Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Class B Shares shall be issued or transferred in respect of any stock dividends or distributions of Class B Shares contemplated by Section 3.1(b) and the sending of such a certificate to each holder of a Class B Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class B Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 3.1(c) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Class B Share shall satisfy the dividend or distribution represented thereby. No holder of a Class B Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid.

3.3          Record and Payment Dates. The record date for the determination of the holders of Class B Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class B Shares under Section 3.1 shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable.

3.4          Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class B Shares under Section 3.1 due to solvency requirement of the provisions of applicable law, the dividends or distributions are not paid in full on all of the Class B Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly to make payment of such dividend or distribution in satisfaction of such solvency requirements and in compliance with such applicable law.

3.5          Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2, and shall provide the holders of Class B Shares with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2. Notwithstanding anything to the contrary in these share provisions, within (10) Business Days following the delivery of the written determination of economic equivalence to the holders of Class B Shares, the holders of at least a majority of the then outstanding Class B Shares (the “Majority Holders”) may dispute such determination by written notice to the Board of Directors (the “Dispute Notice”). If the Dispute Notice is so given, the Majority Holders, on the one hand, and the Board of Directors, on the other hand, shall jointly select an appraiser which shall be an independent, nationally recognized firm of chartered professional accountants (the “Appraiser”) who shall determine the economic equivalence; provided, however, that if the Majority Holders and the Board of Directors cannot agree upon a single appraiser, KPMG shall be the Appraiser for purposes of this Section 3.5. The Appraiser shall conduct such independent procedures and investigations as the Appraiser shall deem necessary in order to form an opinion as to the economic equivalence and shall give written notice within thirty (30) days of its appointment as Appraiser of its determination to the holders of Class B Shares and the Board of Directors. Such determination shall be final and binding upon the Class B Shareholders and the Corporation, absent manifest error. The fees of the Appraiser shall be borne by the holders of Class B Shares, on the one hand, and the Corporation, on the other hand, in such amount(s) as will be determined by the Appraiser based on the proportion that the aggregate dollar amount of disputed items submitted to the Appraiser that is unsuccessfully disputed by the Majority Holders, on the one hand, or the Corporation, on the other hand, as determined by the Appraiser, bears to the total amount of such disputed items so referred to the Appraiser for resolution.

ARTICLE 4

CERTAIN RESTRICTIONS

4.1          Certain Restrictions. So long as any of the Class B Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the holders of Class B Shares given as specified in Section 11.2:

(a)

amend the Constating Documents; or

(b)

initiate the voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation.

ARTICLE 5

PAYMENT OF THE CLASS B SHARE CONSIDERATION

5.1          Payment of the Class B Share Consideration. For all purposes of these rights, privileges, restrictions and conditions attaching to the Class B Shares, payment of the Class B Share Consideration (including payment of the Additional Amount, if any) in respect of each Class B Share shall be made by causing to be issued or transferred to each holder of such Class B Share a Parent Subordinate Voting Share (which share shall be fully paid and shall be free and clear of any lien, claims or encumbrance) plus delivering payment, via a check of the Corporation of the Additional Amount, if any, and in all cases, less any amounts on account of tax properly withheld in accordance with Section 13.3. In connection with such issuance or transfer of such Parent Subordinate Voting Share, such holder will, in Parent’s discretion as to physical or electronic form, (i) receive, at the address of such holder recorded in the register of shareholders of the Corporation for the Class B Shares or, if requested by the holder, by holding for pick-up by such holder at the principal executive office of the Corporation a physical share certificate representing such Parent Subordinate Voting Share, or (ii) have such Parent Subordinate Voting Share registered on an uncertificated basis in the direct registration system maintained by Parent’s transfer agent in the name of such holder of the Class B Share.

ARTICLE 6

DISTRIBUTION ON LIQUIDATION

6.1          Liquidation Rights. Subject to applicable law and the due exercise by Parent of its Liquidation Call Right, in the event of a Liquidation Event (as defined in Part II, Section 4.1), a holder of Class B Shares shall be entitled to receive in respect of each Class B Share held by such holder on the effective date (the “Liquidation Date”) of such Liquidation Event, before any other distribution of any part of the assets of the Corporation, an amount per Class B Share equal to the Class B Share Consideration applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), except that the Class A Shares will have equivalent rights with respect to any unpaid dividends and distributions as set forth in Article 4 of Part II of these share provisions.

6.2          Payment and Delivery of Liquidation Amount. On or promptly after the Liquidation Date, and subject to the exercise by Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Class B Shares the Liquidation Amount for each such Class B Share upon presentation and surrender of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), a document (in the case of a holder who is a Resident) containing a representation and warranty that the holder is a Resident, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents, at the principal executive office of the Corporation. Payment of the total Liquidation Amount for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Liquidation Date, the holders of the Class B Shares shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Class B Shares shall not be made upon presentation and surrender of share certificates (or a lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, in which case the rights of the holders all remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. Upon delivery of Parent Subordinate Voting Shares, the holders of the Class B Shares shall thereafter be considered and deemed for all purposes to be holders of Parent Subordinate Voting Shares delivered to them or the custodian on their behalf.

6.3          Rights after Liquidation. After the Corporation has satisfied its obligations to pay the holders of the Class B Shares the total Liquidation Amount, such holders shall not be entitled, in respect of the Class B Shares, to share in any further distributions of the assets of the Corporation.

ARTICLE 7

RETRACTION OF CLASS B SHARES BY HOLDER

7.1          Retraction Rights. A holder of Class B Shares shall be entitled, at any time and from time to time, subject to applicable law and the exercise by Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 7, to require the Corporation to redeem all or any portion of the Class B Shares registered in the name of such holder for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Retraction Date (the “Retraction Price”). To effect such redemption, the holder shall present and surrender at the principal executive office of the Corporation the certificate or certificates representing the Class B Shares which the holder desires to have the Corporation redeem (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents and such additional documents and instruments as the Corporation may reasonably require, together with a duly executed statement (the “Retraction Request”) in the form of Exhibit A or in such other form as may be acceptable to the Corporation:

(a)

specifying that the holder desires to have all or a specified portion of the Class B Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation;

(b)

stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than 10 Business Days nor more than 20 Business Days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 20th Business Day after the date on which the Retraction Request is received by the Corporation;

(c)

acknowledging the overriding right (the “Retraction Call Right”) of Parent, pursuant to the Exchange Rights Agreement, to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the terms and conditions set out in Article 5 of the Exchange Rights Agreement; and

(d)

in the case of a holder who is a Resident, representing and warranting that the holder is a Resident.

7.2          Purchase by the Corporation. Subject to the exercise by Parent of the Retraction Call Right, upon receipt by the Corporation in the manner specified in Section 7.1 of a certificate or certificates representing the number of Retracted Shares (or a lost stock certificate affidavit in lieu thereof), together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Retraction Price. If only part of the Class B Shares represented by any certificate is redeemed (or purchased by Parent or any of its Affiliates pursuant to the Retraction Call Right), a new certificate for the balance of such Class B Shares to be retained by the holder of Class B Shares shall be issued to the holder by the Corporation.

7.3          Payment of Retraction Price. The Corporation shall deliver the Retraction Price in accordance with the provisions of Article 5 and such delivery by the Corporation shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price.

7.4          Rights after Retraction. On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Retraction Price per Class B Share, less any amounts on account of tax properly withheld accordance with applicable law and Section 13.3, unless upon presentation and surrender of certificates (or a lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, payment of the total Retraction Price payable to such holder shall not be made as provided in Section 7.3, in which case the rights of such holder shall remain unaffected until the total Retraction Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates (or a lost stock certificate affidavit in lieu thereof) and payment of the total Retraction Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation shall thereafter be considered and deemed for all purposes to be a holder of the Parent Subordinate Voting Shares delivered to such holder.

7.5 Limitation on Retraction Rights. Notwithstanding any other provision of this Article 7, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Board of Directors determines that on any Retraction Date the Corporation would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to the next whole number of shares) as would not be contrary to such provisions and shall notify the holder at least two Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, and more than one holder has duly delivered a Retraction Request, the Corporation shall redeem Retracted Shares in accordance with Section 7.2 on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 7.2. Provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 7.2 as a result of solvency requirements or other provisions of applicable law shall be redeemed by giving the Retraction Request to require Parent to purchase such Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by Parent to such holder of the Retraction Price for each such Retracted Share pursuant to the Exchange Rights Agreement.

7.6          Withdrawal of Retraction Request. A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw such holder’s Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to Parent shall be deemed to have been revoked.

ARTICLE 8

REDEMPTION OF CLASS B SHARES BY THE CORPORATION

8.1          Redemption Rights. Subject to applicable law, and provided Parent has not exercised the Redemption Call Right and the applicable holders of Class B Shares have not exercised the Class B Shareholders’ Put Right, upon the occurrence of a Redemption Event the Corporation shall have the right to redeem all but not less than all of the then outstanding Class B Shares for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date (the “Redemption Price”).

8.2          Exercise of Redemption Rights. In the case of a proposed redemption by the Corporation of Class B Shares under this Article 8, the Corporation shall,

(a)

at least 15 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), notify Parent in writing (the “Redemption Notice”) of the intention of the Corporation to redeem the Class B Shares; and

(b)

at least 10 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), send or cause to be sent to Parent and each holder of Class B Shares a notice in writing (the “Shareholder Redemption Notice”) of the redemption by the Corporation of the Class B Shares held by such holder.

In the case of a Redemption Date established in connection with a Control Transaction, the Redemption Notice and the Shareholder Redemption Notice will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances (provided that at least ten Business Days’ notice is given). In any such case, such notice shall set out the Redemption Date.

8.3          Payment and Delivery of Redemption Price. On the Redemption Date and subject to the exercise by Parent of the Redemption Call Right or the exercise of the Class B Shareholders’ Put Right, the Corporation shall cause to be delivered to the holders of the Class B Shares to be redeemed the Class B Share Consideration representing the full Redemption Price for each such Class B Share, upon presentation and surrender at the principal executive office of the Corporation of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under the applicable law and the Constating Documents and (in the case of a holder who is a Resident) a representation and warranty by such holder of Class B Shares to be redeemed that such holder is a Resident. Payment of the total Redemption Price for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Redemption Date, the holders of the Class B Shares called for redemption shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3, unless payment of the total Redemption Price delivered to a holder for such Class B Shares shall not be made upon presentation and surrender of share certificates (or lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore provided. Upon such payment of the total Redemption Price, the holders of the Class B Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Subordinate Voting Shares delivered to them.

ARTICLE 9

PURCHASE FOR CANCELLATION

9.1          Purchase for Cancellation. Subject to applicable law and at the option of the holder of Class B Shares, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Class B Shares by private contract with any holder of Class B Shares at any price agreed to between the Corporation and such holder of Class B Shares.

ARTICLE 10

VOTING RIGHTS

10.1        Voting Rights. Except as required by applicable law and by Article 11 and 12, the holders of the Class B Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 11

AMENDMENT AND APPROVAL

11.1        Holder Approval. The rights, privileges, restrictions and conditions attaching to the Class B Shares and the Class A Shares may be added to, changed or removed but only with approval of the holders of the Class B Shares given as hereinafter specified.

11.2        Approval Process. Any approval given by the holders of the Class B Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares or the Class A Shares or otherwise satisfy the requirements of Section 4.1 shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Class B Shares duly called and held at which the holders of at least 50% of the outstanding Class B Shares at that time are present or represented by proxy. If at any such meeting the holders of at least 50% of the outstanding Class B Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Class B Shares present or represented by proxy thereat shall form a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Class B Shares. Notwithstanding anything to the contrary herein, any such approval or consent may be given without a meeting if, before the action, a written consent thereto is signed by holders of Class B Shares holding not less than two-thirds of the voting power of the Class B Shares then outstanding.

ARTICLE 12

RECIPROCAL CHANGES, ETC. IN RESPECT OF

PARENT SUBORDINATE VOTING SHARES

12.1        Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan of the Corporation or Parent then in effect, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2,

(a)

(i)            an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 3.1(b) applies, or

(ii)           an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Class B Shares shall receive the same option to either receive such cash dividends or distributions pursuant to Section 3.1(a) or receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class B Shares adjusted pursuant to Section 3.1(b);

(b)

issues or distributes rights, options or warrants to the holders of the then outstanding Parent Subordinate Voting Shares entitling them to subscribe for or to purchase Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares, all as applicable and without duplication); or

(c)

issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares (other than an issuance or distribution pursuant to which Section 3.1(c) applies):

(i)            shares or securities of Parent of any class other than Parent Subordinate Voting Shares;

(ii)

rights, options or warrants other than those referred to in Section 12.1(b);or

(iii)

evidences of indebtedness of Parent,

12.2        In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2,

(a)

subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares;

(b)

reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or

(c)

reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares,

the Corporation will ensure that the same or an economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) change as effected in respect of the Parent Subordinate Voting Shares shall simultaneously be made to, or in, the rights of the holders of the Class B Shares. Notwithstanding any other provision in these share provisions, this Article 12 shall not be changed without the approval of the holders of the Class B Shares given in accordance with Section 11.2.

ARTICLE 13

LEGEND, WITHHOLDING RIGHTS; SPECIFIED AMOUNT

13.1        Legend. The certificates evidencing the Class B Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors with respect to the provisions of the Exchange Rights Agreement.

13.2        Acknowledgement. Each holder of a Class B Share, whether of record or beneficial, by virtue of becoming and being such a holder, shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favor of Parent, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation, or the retraction or redemption of Class B Shares, as the case may be, and to be bound thereby in favor of Parent as therein provided.

13.3        Withholding Rights. Each of the Corporation, Parent and their Affiliates shall be entitled to deduct and withhold from any dividend or other amount otherwise payable to any holder of Class B Shares such amounts as the Corporation, Parent or such Affiliate is required or permitted (to the extent that absent such permitted withholding, the payor would be liable for, or for amounts on account of, taxes, interest and/or penalties in connection with the payment) to deduct or withhold with respect to such payment under the Income Tax Act (Canada) (including without limitation Section 116 and Part XIII thereof), the Code or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Class B Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted when due to the appropriate taxing authority and reasonable documentation respecting such payment is provided to the holder of the Class B Shares. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, subject to right of the holder of Class B Shares as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, the Corporation, Parent and their Affiliates are hereby authorized to sell or otherwise dispose of such portion of the non-cash consideration as is necessary to provide sufficient funds to the Corporation, Parent or such of their Affiliates, as the case may be, to enable it to comply with such deduction withholding requirement and the Corporation, Parent or such of their Affiliates shall notify the holder thereof and remit to the holder any portion of the net proceeds of such sale not required or permitted to be deducted or withheld. All payments to be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling any non-cash consideration to satisfy tax obligations as provided for above, the Corporation, Parent or its Affiliates, as applicable, shall notify the holder of Class B Shares that it shall be making the deductions or withholdings noted above and the holder of Class B Shares shall have the option to provide cash to the Corporation, Parent or its Affiliates, as applicable, in amount equal to the amounts to be withheld or deducted within three Business Days of delivery of the notice, in which case the Corporation, Parent or its Affiliates, as applicable, shall not sell any non-cash consideration until such three (3) Business Day period had passed.

ARTICLE 14

NOTICES

14.1          Any notice, request or other communication to be given to the Corporation by a holder of Class B Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by facsimile or by delivery to the principal executive office of the Corporation and addressed to the attention of the President of the Corporation. Any such notice, request or other communication, if given by mail, facsimile or delivery, shall only be deemed to have been given and received (i) on the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3^rd)Business Day after deposit in the national certified or prepaid mail.

14.2          Any presentation and surrender by a holder of Class B Shares to the Corporation of certificates representing Class B Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Class B Shares shall be made by registered mail (postage prepaid) or by delivery to the principal executive office of the Corporation addressed to the attention of the President of the Corporation. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.

14.3          Any notice, request or other communication to be given to a holder of Class B Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by delivery to the address of the holder recorded in the register of shareholders of the Corporation or in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, shall be deemed to have been given and received on (i) the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3^rd) Business Day after deposit in the national certified or prepaid mail. Accidental failure or omission to give any notice, request or other communication to one or more holders of Class B Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto except where such failure or omission has a material prejudicial effect in respect of the rights of that holder of the Class B Shares.

PART II

CLASS A SHARE PROVISIONS

The Class A Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1          The defined terms and other provisions in Article 1 of Part I of these share provisions shall also apply to this Part II. References to Sections made in this Part II are to Sections in this Part II, unless otherwise indicated. Unless otherwise specified or required by context, the terms “these share provisions”, “hereof”, “herein” and “hereunder” and similar expressions refer to these Class A Share provisions and the Class B Share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

ARTICLE 2

DIVIDENDS

2.1          A holder of a Class A Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of a Class A Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class A Share equivalent to each dividend or other distribution declared on each Class B Share. Without limiting the foregoing, a holder of a Class A Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class A Share:

(a)

in the case of a cash dividend or distribution declared on the Parent Subordinate Voting Shares, in an aggregate amount in cash for each Class A Share as is equal in U.S. dollars, or the Canadian Dollar Equivalent thereof on the Parent Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable and without duplication;

(b)

in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), by the payment by the Corporation of cash in an amount that is economically equivalent (as determined by the Board of Directors) to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication; or

(c)

in the case of a dividend or distribution declared on the Parent Subordinate Voting Shares to be paid in property other than (i) cash, (ii) Parent Subordinate Voting Shares, (iii) other equity securities of Parent or (iv) securities convertible for or exchangeable into equity securities of Parent, in such type and amount of property for each Class A Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 2.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication.

2.2          Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 2.1(a) and the sending of such a check to each holder of a Class A Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Class A Shares shall be issued or transferred in respect of any stock dividends or distributions of Class A Shares contemplated by Section 2.1(b) and the sending of such a certificate to each holder of a Class A Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class A Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 2.1(a) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Class A Share shall satisfy the dividend or distribution represented thereby. No holder of a Class A Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid.

2.3          Record and Payment Dates. The record date for the determination of the holders of Class A Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class A Shares under Section 2.1 shall be the same dates as the record and payment date, respectively, for the corresponding dividend or distribution declared on the Class B Shares, as applicable.

2.4          Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class A Shares under Section 2.1, the dividends or distributions are not paid in full on all of the Class A Shares then outstanding due to solvency requirements or the provisions of applicable law, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property to make payment of such dividend or distribution n in satisfaction of such solvency requirements and in compliance with such applicable law.

2.5          Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2, and shall provide the Class A Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2.

ARTICLE 3

VOTING RIGHTS

3.1          The holders of the Class A Shares shall be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and shall be entitled to one vote in respect of each Class A Share held at such meetings, except a meeting of holders of a particular class or series of shares other than the Class A Shares who are entitled to vote separately as a class or series at such meeting.

ARTICLE 4

LIQUIDATION, DISSOLUTION OR WINDING-UP

4.1          In the event of Liquidation Event, the holders of the Class A Shares shall, subject to the rights of the holders of the Class B Shares under Section 6.1 of Part I of these share provisions in respect of any such distribution on liquidation, dissolution or winding up of the Corporation or other distribution of its property or assets among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary (any such event, “Liquidation Event”), be entitled to receive the remaining property and assets of the Corporation, except that the holders of Class A Shares shall first be entitled to receive, on a pari passu basis with respect to that portion of the Liquidation Amount payable to the holders of Class B Shares under subsections (b) and (c) of the definition of Class B Share Consideration, the following amounts:

(a)

the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class A Share under Section 2.1(a) of this Part II prior to or at the effective time of any such Liquidation Event, the excess, if any, of (A) the aggregate amount of all cash dividends or other cash distributions declared and paid by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Liquidation Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class A Share under Section 2.1(a) of this Part II prior to or at the effective time of such Liquidation Event; plus (ii) the amount of any cash dividends or other cash distributions on the Class A Share which have been declared but not yet paid as of the effective time of such Liquidation Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor; plus

(b)

the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class A Share under Section 2.1(c) of this Part II prior to or at the effective time of any such Liquidation Event, the excess, if any, of (A) the aggregate fair market value of all declared and paid non-cash dividends or other non-cash distributions by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Liquidation Event, over (B) the aggregate fair market value of all non-cash dividends or other non-cash distributions declared and paid by the Corporation on the Class A Share under Section 2.1(c) of this Part II prior to or at the effective time of such Liquidation Event, plus (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions on the Class A Share which have been declared but not yet paid as of the effective time of such Liquidation Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum.

The rights of holders of Class A Shares under this Section 4.1 to receive unpaid dividends and distributions shall rank pari passu with the rights of the holders of Class B Shares to receive unpaid dividends and distributions (as provided for in subsections (b) and (c) of the definition of Class B Share Consideration) under Section 6.1 of Part I of these share provisions.

ARTICLE 5

RECIPROCAL CHANGES, ETC. IN RESPECT OF

PARENT SUBORDINATE VOTING SHARES

5.1          Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan of the Corporation or Parent then in effect, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares,

(a)

(i)             an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 2.1(b) applies, or

(ii)             an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Class A Shares shall receive the same option to either receive cash dividends or distributions pursuant to Section 2.1(a) or receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class A Shares adjusted pursuant to Section 2.1(b);

(b)

(c)

issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares (other than an issuance or distribution pursuant to which Section 2.1(c) applies):

(i)             shares or securities of Parent of any class other than Parent Subordinate Voting Shares;

(ii)            rights, options or warrants other than those referred to in Section 5.1(b); or

(iii)           evidences of indebtedness of Parent,

the Corporation will provide at least five Business Days prior notice to the holders of Class A Shares and will ensure that the economic equivalent on a per share basis of such Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class A Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the holders of Class A Shares under this Section 5.1 unless an equivalent amount on a per share basis is issued or distributed to the holders of Class B Shares under Section 12.1 of Part I.

5.2          In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares,

(a)

subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares;

(b)

reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or

(c)

reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares,

the Corporation will ensure that the same or an economically equivalent change as effected in respect of the Parent Subordinate Voting Shares shall simultaneously be made to, or in, the rights the holders of the Class A Shares. For the avoidance of doubt, no such change shall be made under this Section 5.2 unless an equivalent change is made under Section 12.2 of Part I. Notwithstanding any other provision in these share provisions, this Article 5 shall not be changed without the approval of the holders of the Class B Shares given in accordance with Section 11.2 of Part I.

PART III

GENERAL

Notwithstanding any provisions in these Articles of Incorporation or the Exchange Rights Agreement to the contrary, no shareholder shall receive duplicate rights and privileges upon the occurrence of the same event. For example, if a cash dividend is declared on the Parent Subordinate Voting Shares, then the holders of Class B Shares shall receive a comparable cash dividend under Section 3.1 of Part I. They shall not receive a second cash dividend under Section 3.1 of Part I because a cash dividend was also triggered on the Class A Shares under Section 2.1 of Part II arising from the same cash dividend declared on the Parent Subordinate Voting Shares. This prohibition on duplication applies to both the Class B Shares and Class A Shares and with respect to all dividends, distributions, rights offerings, stock splits, consolidations, recapitalization, reorganizations and any other right or privilege applicable to them.

EXHIBIT A

RETRACTION REQUEST

To:          CSAC ACQUISITION IL CORP. (“Exchangeco”)

THIS NOTICE is given pursuant to Article 7 of Part I of the provisions of Exchangeco’s articles of incorporation (the “Class B Share Provisions”) attaching to the Class B Shares of Exchangeco represented by the certificate attached hereto (the “Certificate”) or the lost stock certificate affidavit attached hereto, and all capitalized words and expressions used in this notice that are defined in the Class B Share Provisions have the meanings ascribed to such words and expressions in such Class B Share Provisions.

THE UNDERSIGNED hereby notifies Exchangeco that, subject to the Retraction Call Right referred to below, the undersigned desires to have Exchangeco redeem in accordance with Article 7 of the Class B Share Provisions:

all share(s) represented by the Certificate; or

_________ share(s) only represented by the Certificate.

THE UNDERSIGNED hereby notifies Exchangeco that the Retraction Date shall be ____________.

NOTE:

The Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 20 Business Days after the date upon which this notice is received by Exchangeco. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 20^th Business Day after the date on which this notice is received by Exchangeco.

THE UNDERSIGNED acknowledges the overriding Retraction Call Right of Parent to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Purchase Price (as defined in the Exchange Rights Agreement) and on the other terms and conditions set out Article 5 of the Exchange Rights Agreement. This Retraction Request, and this offer to sell the Retracted Shares to Parent, may be revoked and withdrawn by the undersigned only by notice in writing given to Exchangeco at any time before the close of business on the Business Day immediately preceding the Retraction Date.

THE UNDERSIGNED acknowledges that if, as a result of solvency requirements or other provisions of applicable law, Exchangeco is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Class B Shareholders’ Put Right (as defined in the Exchange Rights Agreement) so as to require Parent to purchase the unredeemed Retracted Shares.

THE UNDERSIGNED hereby represents and warrants to Exchangeco and its Affiliates that the undersigned:

¨ is; or         ¨ is not

a Resident. The undersigned acknowledges that in the absence of an indication that the undersigned is a Resident, withholding may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares in accordance with applicable law and Section 13.3 of the Class B Share Provisions.

THE UNDERSIGNED hereby represents and warrants to Exchangeco, Parent and their Affiliates that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by Exchangeco, Parent or any of their Affiliates, as the case may be, free and clear of all liens, hypothecs, claims and encumbrances.


(Date)		(Signature of Shareholder)		(Guarantee of Signature)

Please check box if the securities and any check(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder at the principal executive office of Exchangeco, failing which the securities and any check(s) will be delivered by courier to the last address of the shareholder as it appears on the register.

NOTE:

This panel must be completed and the Certificatee (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), together with such additional documents as Exchangeco may require, must be deposited with Exchangeco. The securities and any check(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Exchangeco and the securities and any check(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed.

Date: _____________________

Name of Person in Whose Name Securities or Check(s)

to be Registered, Issued or Delivered (please print):__________________________________

Street Address or P.O. Box: ___________________________________________________

Signature of Shareholder: _____________________________________________________

City, Province/State and Postal/Zip Code: _________________________________________

Signature Guaranteed by: _____________________________________________________

NOTE:

If this Retraction Request is for less than all of the shares represented by the Certificate, a certificate representing the remaining share(s) of Exchangeco represented by this Certificate will be issued and registered in the name of the shareholder as it appears on the register of Exchangeco.

IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed these Amended and Restated Articles of Incorporation, certifying that the facts herein stated are true, this May 17, 2022.

	CSAC ACQUISITION IL CORP.

	By:	/s/ Jonathan Sandelman
	Name: Jonathan Sandelman
	Its: President

[Amended and Restated Articles of Incorporation of CSAC Acquisition IL Corp.]

Exhibit T3A-15

BARBARA K. CEGA VSKE Secretary of Stale KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings OFFICE OF THE SECRET ARY OF ST ATE Commercial Recordings Division 202 N. Carson Street Carson City. NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 las Vegas Blvd North. Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 Business Entity - Filing Acknowledgement 11/18/2021 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): Indexed Entity Information: Entity ID: E 19013142021-7 Entity Status: Active Commercial Registered Agent W2021111800272-1723747 20211901313 Articles of Incorporation-For-Profit 11/18/2021 8:27:00 AM 31 Entity Name: CSAC Acquisition IL II Corp. Expiration Date: None CORPORA TE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Page 1 of l ~K.~ BARBARA K. CEGA VSKE Secretary of State Commercial Recording Division 202 N. Carson Street

BARBARA K. CEGA VSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings ~ J. 1-1. J. i!i V.I' l "li!i l' i-1.1.J'f-l. OFFICE OF THE SECRET ARY OF ST A TE Commercial Recordings Division 202 N. Carson Street Carso11 City, NV 8970/ Telephone (775) 684-5708 Fax (775) 684-7138 North las Vegas City Hall 2150 las Vegas Blvd North, Suite 400 North las Vegas, NV 89030 Telepho11e (702) 486-2880 Fax (702) 486-2888 Business Entity - Filing Acknowledgement 11/18/2021 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): Indexed Entity Information: Entity ID: E19013142021-7 Entity Status: Active Commercial Registered Agent W2021111800272-1723748 20211901381 Initial List 11/18/2021 8:27:00 AM 3 Entity Name: CSAC Acquisition IL II Corp. Expiration Date: None CORPORA TE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Page 1 of 1 ~K.~ BARBARA K. CEGA VSKE Secretary of State Commercial Recording Division 202 N. Carson Street

Filed in the Office of Busmcss Number ~K/- ,. El9013142021-7 Filing Number 0 20211901313 BARBARA K. CEOAVSKE Filed On Secrvbuy of Stat& Secretary of State State Of Nevada 1111812021 8:27:00 AM 202 North Carson Street Carson City, Nevada 89701 201 (776) 884-4708 Webelte: www.nvso..gov Number of Pages 31 -- www.nvellverf1ume.1"'V ABOVE SPACE II FOR OFFICE UII! ONLY Formation • Profit Coreoration 18] NRS 78 • Artldes of lnc:orporatlon Domeatlc Corpoiatlon D NRS 80 - Foreign Corporation 0 NRS 89 - Altldn of Incorporation Profeaalonal Corporation □ 78A Formation - Close Coreoratlon (Name of Close Corporation MUST appear In the below heading) ArtlclH of Fonnatlon of a close corporation (NRS 78A) TYPI! OR PRINT• USE DARK INK ONLY• DO NOT HIGHUCIHT 1. Name of Entity: CSAC Acquisition IL II Corp. (If foreign, name In home jurildlcllon) 2. Registered Agent 181 commordal Registered □ Noncommercial ~ lstered D Offl01 or P01lllon wllh Entity for Service Agent:(nama only below) AQent (name and addrele below) (1IUe and addl'NI below) of Process: (Check only I Corporate Creations Network Inc. I onebGIC) Name of Regletanid Agent OR Title of Olllca or POlltlon with Entity I I I I Nevada[ I Street Addrvss City Zip Coda I 11 I Nevada! I Malling Addreu (If different from street addnm) City Zip Code 2a. Certlflcate of I hereby accept appointment aa Regl&tered Agent for th• above named Entity. If the registered agent la Acce~nceof unable to alr,n the ArlJckn of tncorporallon, aubmlt e ,eperatt atgned Regfatured Agent Acoeptanoe fonn. Appo ntment of ~::>~· Nicholas Nichols, Special Secretary I 11 /18/20211 Registered Agent: X Authorized 8lgnatur11 of btllnlrld Aalllt ,won 811111 of RtglNl'ICI Aa•nt 1!11111, Dall 3, Governing Board: (NRS 711A, c:loA co,poratlon Thia corporation Is a close corporation operating with a board of directors D Yes Q! D No Oft,, c:tieclt 0111 bole; IYIII, campln lltlde 4 bllow) 4.Namnand 1) I Jonathan Sandelmsn 11 United States I Addresses of the Board of Directors/ Name Country Trustees or 12601 S. Ba~shore Dr. Ste~ 900 I !Miami I FL 133133 I Stockholders streetAddntst City state Zlp/Poetal Code (NRS 78: Board ot Olredoral 2) I Jennifer Drake 11 United States I TrusleN 11 rwqund. NRS 711a: Required Ir the C1o1e Name Country Corpo,.llon II goyernad by a 12601 s. Ba:t!hOre Or. Ste. 900 I !Miami I FL 133133 I boud ot dll9Cb'I. NRS 88: Reqwecl 1111 h-11111 street Addrese City state Zlp/Poetal Code Ollglllll atodd!oldsrw and dlreetals. A cartJllcate rrorn Ille ragi.dl1Dly board muat be 3) I Charles MIies 11 United States I submllled lhowlng hit HCh Name Coul\1,y lndMdlllll II lleenHd at the time otfillng. s. lnaWl.llalw) 12601 S. Bavshore Dr. Ste. 900 I !Miami I f:..L 133133 I street Addreas City State Zip/Postal Code 6. Jurisdiction of 6L Jurlldlcllon of lncorp0'8tlon: Sb, I dadare thla anUty la In good atandlng In □ Incorporation: (NRS I I the JUfladlct1on of tta 1ncorporat1on. BOanly) This form must be sccompsn/ed by epproprlete fees. Page 1 af2 Re'IIMd: 10/9/20111

BARBARA K. CEGAVSKE Secretary of State 202 North CINOn Street Carson City, Nevada 89701-4201 (775) 884.fi708 Website: www.nwo•.gov www.nvallverflume. ov Formation - Profit Corporation Continued, Page 2 8. Benefit By selectlng "Yes" you era Indicating that the corporation is organized as a Corporation: benefit corporation pursuant to NRS Chapter 78B with a purpose of creating a (For NRS 78, NRs 7BA. •nd NRS general or specific public benefit. The purpose for which the benefit corporation Is at, optlon.i. S• lnmldlons.) created must be disclosed in the below purpose field. 7. Purpose/Profession to be practiced: (ftaquhd for NRS ao, NRS 89 and any anllty Hlacllng Banaffl Co,pcnllan .... ffl1nlctlons.) Y• □ 8. Authorized Shares: Number of Aulhorfzed 1hares with Par value: 21 Q.000.Q00 Number of Convnon hares with Par value: (Number of ah.,..• corporation 11 alllhorlliad 111 !Hue) Number of Prefefflld 1hare1 with Par value: '--------...J Par value: $ 0.000001 oooLJ Par value:$ :====== Par value:$ L------ 9. Name and Signature of: Officer making the atatement or Authorized Signer for NRS80. Name, Addreu and Signature of the lncorporator for NRS 78, 78A, and 89. NRS 89- Each Organizer/ lncorporator must be a ,licensed rofealonal. Number of shares wllh no par value: It 111019 then one dua or •• of ltoc:k 11 IIUthorfzed, pln e 11111ch the Information on an ICfdltlonal etieet of paper, I deelare, to the beat of my knowledge under penalty of perjury, that the Information contained herein la correct and acknowledge that pursuant to NRS 239.330, It la a category C felony to knowingly offer any false or forged Instrument for filing In the Office of the Secretary of State. I Deborah E. Kalstek I ! United States l Name countiy X (attaeh lddltlon11 page If nece11a,y) AN INITIAL LIST OF OFFICERS MUST ACCOMPANY THIS FILING Please Include any required or optlonal lnfonnatlon In space below: (attach additional page(s) If necessary) 1. 1 Name. The name of the Corporation Is CSAC Acquisition IL II Corp. 1.2 Registered Office and Registered Agent. The Corporation may, from time to time, In the manner provided by law, change the registered agent and registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada. 1.3 Purposes. The purpose of the Corporation Is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada. 1.4 Authorized Capital. The total number of all classes of stock which the Corporation shall have the authority to Issue Is 210,000,000 common shares, $0.000001 par value, of which 110,000,000 shares are hereby designated Class A voting non-exchangeable common shares, $0.000001 par value, and 100,000.000 shares are hereby designated Class 8 non-voting exchangeable common shares, $0.000001 par value. (SEE CONTINUATION) This form must be accompanied by appropriate fees. Page2of:I. RevlHd: ICl/8/20111

ARTICLES OF INCORPORATION OF CSAC ACQUISITION IL II CORP. --continued-1.5 Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal bylaws of the Corporation (the "Bylaws''). 1.6 Limitation of Directors' Liability; Indemnification. The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent pennitted by Jaw. The Corporation is authorized to indemnify (and advance expenses to) its directors and officers to the fullest extent pennitted by law. Neither the amendment, modification or repeal of these Articles of Incorporation nor the adoption of any provision in these Articles of Incorporation inconsistent with these Articles of Incorporation shall adversely affect any right or protection of a director or officer of the Corporation-with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption. 1. 7 Elections of Directors. The Board of Directors shall be elected or appointed in such manner as shall be provided in the Bylaws, as amended from time to time, Except as otherwise fixed or provided for pursuant to the provisions of these Articles of lnco1p0ration. including any certificate of designation relating to any series of preferred stock, the number of directors· may be changed from time to time in the manner provided in the Bylaws. 1.8 Additional Terms. Part I (Class B Share Provisions), Part II (Class A Share Provisions) and Part III (General) and Exhibit A (Retraction Request), attached hereto, fonn a part of these Articles of Incorporation for all purposes.

----···--------- PARTI CLASS B SHARE PROVISIONS The Class B Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions: ARTICLE I INTERPRETATION 1.1 Definitions. In these share provisions, the following tenns shall have the following meanings: "Additional Amount'' has the meaning ascribed thereto in the definition of Class B Share Consideration. "Affiliate" has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended, but the holders of Class B Shares that are parties to the Exchange Rights Agreement shall not be deemed to be Affiliates of Parent or the Corporation. "Appraiser'' has the meaning ascribed thereto in Section 3.5. "Board of Directors" means the Board of Directors of the Corporation. "Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of New York. New York. "Canadian Dollar Equivalent" means in respect of an amount expressed in US Dollars at any date, the product obtained by multiplying: (a) the US Dollar amount by, (b) the average US Dollar/Canadian Dollar daily exchange rate as published by the Banlc of Canada for the period of five Business Days prior to the date of conversion. "Cash Dividend Amount" has the meaning ascribed thereto in the definition of Class B Share Consideration. "Class A Shares" means the Class A voting non-exchangeable common shares in the capital of the Corporation and any other securities into which such shares may be changed. "Class B Share Consideration" means, with respect to each Class B Share, for any acquisition, redemption or retraction of, or distribution of assets of the Corporation in respect of the Class B Share (any such event, "Exchange Event") the aggregate of the following: (a) one Parent Subordinate Voting Share; plus 2

(b) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.l(a) of this Part I prior to or at the effective time of any Exchange Event, the excess, if any, of (A) the aggregate amount of all cash dividends or other cash distribu~ions declared and paid by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Exchange Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class B Share under Section 3.l(a) of this Part I prior to or at the effective time of such Exchange Event, plus (ii) the amount of any cash dividends or other cash distributions (other than Corresponding Dividends) on the Class B Share which have been declared (or required to have been declared) but not yet paid as of the effective time of such Exchange Event ( determined without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or (only if payable to a holder of Class B Shares who is a Canadian resident) the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor (such sum, the "Cash Dividend Amount''); plus (c) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.l(c) of this Part I prior to or at the effective time of any such Exchange Event, the excess, if any, of (A) the aggregate fair market value of all declared and paid non-cash dividends or other non-cash distributions by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Exchange Event, over (B) the aggregate fair market value of all nonweash dividends or other non-cash distributions declared and paid by the Corporation on the Class B Share under Section 3 .1 ( c) of this Part I prior to or at the effective time of such Exchange Event, ~ (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions (other than Corresponding Dividends) on the Class B Share which have been declared (or required to have been declared) but not yet paid as of the effective time of such Exchange Event (detennined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or (only if payable to a holder of Class B Shares who is a Canadian resident) the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum (such sum, the "Non-Cash Dividend Amount'' and together with the Cash Dividend Amount, the "Additional Amount''); provided that such consideration shall be paid less any amounts on account of tax properly withheld in accordance with Section 13.3. For greater certainty, in no event shall a holder of Class B Shares be entitled to receive or demand any consideration in connection with the acquisition, redemption, or retraction of, or distribution of the assets of the Corporation in respect of, any Class B Shares, other than the Class B Share Consideration payable in accordance with Article 5. 3

"Class B Shareholders' Put Right'' means the right of the holders of Class B Shares to require Parent to purchase all or any part of the Class B Shares held by such holder of Class B Shares, as more particularly described in, and in accordance with, the Exchange Rights Agreement. "Class B Sharea" mean the Class B non-voting exchangeable common shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein. "CI05ing Date" has the meaning ascribed thereto in the Purchase Agreement. "Code,. means the Internal Revenue Code of 1986, as amended • ... Constating Documents" means the articles of incorporation and bylaws of the Corporation, as amended from time to time. "Control Transaction" means any of the following: (a) any person or group of persons acting jointly or in concert (within the meaning of National Instrument 62-104 - Take-Over Blda and Special Tran.sactions) ("NI 62--104'') acquires, directly or indirectly, control (as defined in NI 62-104) of Parent; (b) the shareholders of Parent shall have approved a merger, consolidation, recapitalization or reorganization of Parent, or, if shareholder approval is not sought or obtained, any such transaction shall have been consummated, in either case other than any such transaction which would result in at least 500/4 of the total voting power represented by the voting securities of the resulting entity outstanding immediately after such transaction being beneficially owned by ho]ders of outstanding voting securities of Parent immediately prior to the transaction, with the voting power of each such continuing holder relative to such· other continuing holders being not altered substantially in the transaction; or (c) the shareholders of Parent shall approve an agreement for the sale or disposition by Parent of all or substantially all of Parent's consolidated assets, except for the transfer of assets to a subsidiary of Parent; "Corporation" means CSAC Acquisition IL II Corp., a corporation organized under the laws of the State of Nevada and any successor corporation. "Corresponding Dividend" has the meaning ascribed thereto in Section 3.1. "Dispute Notice" has the meaning ascribed thereto in Section 3.5. ''Exchange Rights Agreemenf' means the exchange rights agreement among Parent, the Corporation and the holders of the Class B Shares setting out the terms and conditions relating to the exchange of the Class B Shares for Parent Subordinate Voting Shares, as it may be amended from time to time. 4

"Governmental Entity" means (i) any multinational, federal, provincial, state, tenitorial, regional, municipal, local or other government. governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing. "holder'' means, when used with reference to the Class B Shares, the holders of Class B Shares shown from time to time in the register maintained by or on behalf of the Corporation in respect of the Class B Shares. "Insolvency Evenf' means the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be liquidated, dissolved or wound-up. or the consent of the Corporation to the institution of bankruptcy, insolvency, liquidation, dissolution or winding up proceedings against it. or the filing of a petition, answer or consent seeking liquidation, dissolution or winding up under any bankruptcy, insolvency or analogous laws in any jurisdiction, and the failure by the Corporation to contest in good faith any such proceedings instituted by any Person other than the Corporation commenced in respect of the Corporation within 30 days of becoming aware thereof, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or the making by the Corporation of a general assignment for the benefit of creditors, or the admission in writing by the Corporation of its inability to pay its debts generally as they become due, or the Corporation not being pennitted, pursuant to solvency requirements of applicable law, to purchase any Retracted Shares pursuant to these share provisions. "Liquidation Amount'' has the meaning ascribed thereto in Section 6.1. "Liquidation Call Right'' means the overriding right of Parent, in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 6, to purchase from all, but not less than all, of the holders of Class B Shares (other than any holder of Class B Shares which is an Affiliate of Parent) on the Liquidation Date all, but not less than all, of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement. ''Liquidation Date,, has the meaning ascribed thereto in Section 6.1. ''Non-Cash Dividend Amount'' has the meaning ascribed thereto in the definition of Class B Share Consideration. "Parenf' means Ayr Wellness Inc., a corporation organized under the laws of the Province of British Columbia, and any successor corporation. ''Parent Distribution Declaration Date" means the date on which the Board of Directors of Parent declares any dividend or other distribution on the Parent Subordinate Voting Shares. "Parent Subordinate Voting Shares" means the subordinate voting shares of Parent and shall include the Restricted Voting Shares (as defined in the Parent's articles, as amended) s

--------------- ---p------ " -- - .. , -··-----.. . _ ..-... and the Limited Voting Shares (as defined in the Parent's articles, as amended), and any such other securities into which such shares may be converted or for which such shares may be exchanged. 1 'Penon'' includes any individual, finn, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status. ''Purchase Agreement,, means the Equity and Exchange Agreement by and among, Inter a/la, Parent, the Corporation, Gentle Ventures, LLC, 5001 Partners, LLC, and the members of Gentle Ventures, LLC and 5001 Partners, LLC, as amended or amended and restated from time to time. "Redemption Call Right" means the overriding right of Parent, notwithstanding the proposed redemption of the Class B Shares by the Corporation pursuant to Article 8, to purchase from all but not less than all of the holders of Class B Shares (other than any holder of Class B Shares which is an Affiliate of Parent) on the Redemption Date all but not less than all of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement. "Redemption Date" means the date, if any, established by the Board of Directors in connection with the occurrence of a Redemption Event, for the redemption by the Corporation of all but not less than all of the outstanding Class B Shares pursuant to Article 8 in accordance with the tenns hereof; provided, however, that the Redemption Date, if established, shall not be later than thirty (30) days after the occurrence of such Redemption Event ( except in the case of a Redemption Event set forth in clause ( d) of the definition thereof; in which case the Redemption Date shall occur not later than thirty (30) days after the Corporation's delivery of the Shareholder Redemption Notice, subject to Section 8.2). "Redemption Event'' means (a) the occurrence of a Control Transaction, (b) the occurrence of an Insolvency Event, ( c) the day upon which U.S. tax legislation is amended and becomes effective such that aU U.S. resident holders of Class B Shares may receive Parent Subordinate Voting Shares in exchange for their Class B Shares on a tax deferred basis for U.S. income tax purposes, or (d) it is the seventh anniversary of the Closing Date or any date thereafter. "Redemption Notice" has the meaning ascribed thereto in Section 8.2. "Redemption Price" has the meaning ascribed thereto in Section 8.1. ''Resident" means a Person who is a resident of the United States for purposes of the Code or, if a partnership, all of whose partners are Residents. "Retracted Shares" has the meaning ascribed thereto in Section 7. l(a). ''Retraction Call Right'' has the meaning ascribed thereto in Section 7.1 ( c ). 6

"Retraction Date" has the meaning ascribed thereto in Section 7 .1 (b ). "Retraction Price" has the meaning ascribed thereto in Section 7.1. ''Retraction Request" has the meaning ascribed thereto in Section 7.1. "Sellers' Representative,, has the meaning ascribed thereto in the definition of Purchase Agreement "Shareholder Redemption Notice" has the meaning ascribed thereto in Section 8.2(b). 1.2 Headings; Article and Section References. The division of these share provisions into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these share provisions. Unless otherwise indicated, all references to an "Article" or "Section" followed by a number and/or a letter refer to the specified Article or Section of these share provisions. Unless otherwise specified or required by conte~ the tenns ''these share provisions", "hereor, "herein" and "hereundert' and similar expressions refer to these Class B Share provisions and the Class A Share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. 1.3 Number and Gender. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders. 1.4 Business Days. If any date on which any action is required to be taken under these share provisions is not a Business Day, such action shall be required to be taken on the next succeeding Business Day. ARTICLE2 RANKING OF CLASS B SHARES 2.1 Ranking. Except for the exchange features and related rights of the Class B Shares and the fact that the Class B Shares are non-voting, the Class B Shares shall rank pari passu with the Class A Shares. ARTICLE3 DIVIDENDS 3.1 Dividends. A holder of a Class B Share shall be entitled to receive dividends it as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of a Class B Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class B Share equivalent to each dividend or other distribution declared on each Class A Share. Without limiting the foregoing, a holder of a Class B Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class B Shere e (each, a "Corresponding Dividend''): 7

(a) in the case of a cash dividend or distribution declared on the Parent Subordinate Voting Shares, in an aggregate amount in cash for each Class B Share as is equal in U.S. dollars, or (only if payable to a holder of Class B Shares who is a Canadian resident) the Canadian Dollar Equivalent thereof on the Parent Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable and without duplication; (b) in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), by the issue or transfer by the Corporation of such number of Class B Shares for each Class B Share as is economically equal to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication unless in lieu of such stock dividend or distribution the Corporation elects to effect a corresponding and contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) subdivision of the outstanding Class B Shares; or (c) in the case of a dividend or distribution declared on the Parent Subordinate Voting Shares to be paid in property other than (i) cash, (ii) Parent Subordinate Voting Shares, (iii) other equity securities of Parent or (iv) securities convertible for or exchangeable into equity securities of Parent. in such type and amount of property for each Class B Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication. Such dividends or distributions shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable. Any dividend which should have been declared or paid on the Class B Shares pursuant to this Section 3.1 but was not so declared or paid due to the provisions of applicable law shall be declared and paid by the Corporation as soon as payment of such dividend is permitted by such law. Notwithstanding any other provision of these share provisions, no dividend shall be paid by the Corporation on the Class B Shares unless an equal per share dividend is paid by Parent on the Parent Subordinate Voting Shares and vice versa, and if a dividend is paid by the Corporation on the Class A Shares an equal per share dividend must also be paid by the Corporation on the Class B Shares and by the Parent on the Parent Subordinate Voting Shares with no entitlement of the Class B Shares to a Corresponding Dividend in respect of the latter. 3.2 Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 3.l(a) and the sending of such a check to each holder of a Class B Share, 8

and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Class B Shares shall be issued or transferred in respect of any stock dividends or distributions of Class B Shares contemplated by Section 3.l(b) and the sending of such a certificate to each holder of a Class B Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class B Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 3.l(c) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably detennine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Class B Share shall satisfy the dividend or distribution represented thereby. No holder of a Class B Share shall be entitled to recover by action or other legal process against the-Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation•s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid. 3.3 Record and Payment Dates. The record date for the detennination of the holders of Class B Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class B Shares under Section 3.1 shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable. 3.4 Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class B Shares under Section 3.1 due to solvency requirement of the provisions of applicable law, the dividends or distributions are not paid in full on all of the Class B Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the · first subsequent date or dates dctennined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly to make payment of such dividend or distribution n in satisfaction of such solvency requirements and in compliance with such applicable law. 3.5 Determination of Economic Equivalence. The Board of Directors shall detennine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2, and shall provide the holders of Class B Shares with a copy of a written detennination of economic equivalence and the underlying calculations supporting such detennination and the final version of any written report provided by such fmancial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their detennination of economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2. Notwithstanding anything to the contrary in these share provisions, within (I 0) Business Days following the delivery of the written detennination of economic equivalence to the holders of Class B Shares, Sellers' Representative may dispute such · detennination by written notice to the Board of Directors (the "Dispute Notice"). lfthc Dispute Notice is so given, the Sellers• Representative, on the one hand, and the Board of Directors, on the other hand, shall jointly select an appraiser which shall be an independent, nationally recognized finn of chartered professional accountants (the "Appraiser") who shall dctennine the economic 9

---------------------· ---. equivalence; provided, however, that if the Sellers' Representative and the Board of Directors cannot agree upon a single appraiser, Ovist & Howard, CP As shall be the Appraiser for purposes of this Section 3.5. The Appraiser shall conduct such independent procedures and investigations as the Appraiser shall deem necessary in order to form an opinion as to the economic equivalence and shall give written notice within thirty (30) days of its appointment as Appraiser of its detennination to Sellers' Representative and the Board of Directors. Such detennination shall be final and binding upon the Class B Shareholders and the Corporation, absent manifest error. The fees of the Appraiser shall be borne by the holders of Class B Shares, on the one hand, and the Corporation, on the other hand, in such amount(s) as will be determined by the Appraiser based on the proportion that the aggregate dollar amount of disputed items submitted to the Appraiser that is unsuccessfully disputed by the Sellers' Representative, on the one hand, or the Corporation, on the other hand, as determined by the Appraiser, bears to the total amount of such disputed items so referred to the Appraiser for resolution. ARTICLE4 CERTAIN RESTRICTIONS 4.1 Certain Restrictions. So long as any of the Class B Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the holders of Class B Shares given as specified in Section 11.2: (a) amend the Constating Documents; or (b) initiate the voluntary liquidatjon, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation. ARTICLES PAYMENT OF THE CLASS B SHARE CONSIDERATION 5.1 Payment of the Class B Share Consideration. For all purposes of these rights, privileges, restrictions and conditions attaching to the Class B Shares, payment of the Class B Share Consideration (including payment of the Additional Amount, if any) in respect of each Class B Share shall be made by causing to be issued or transferred to each holder of such Class B Share a Parent Subordinate Voting Share (which share shall be fully paid and shall be free and clear of any lien, claims or encumbrance) plus delivering a check of the Corporation in respect of the Additional Amount, if any, and in all cases, less any amounts on account of tax properly withheld in accordance with Section 13.3. In connection with such issuance or transfer of such Parent Subordinate Voting Share, such holder will, in Parent's discretion as to physical or electronic fonn, (i) receive, at the address of such holder recorded in the register of shareholders of the Corporation for the Class B Shares or, if requested by the holder, by holding for pick-up by such holder at the principal executive office of the Corporation a physical share certificate representing such Parent Subordinate Voting Share, or (ii) have such Parent Subordinate Voting Share registered on an uncertificated basis in the direct registration system maintained by Parent's transfer agent in the name of such holder of the Class B Share. 10

ARTICLE6 DISTRIBUTION ON LIQUIDATION 6.1 Liquidation Rights. Subject to applicable law and the due exercise by Parent of its Liquidation Call Right, in the event of a Liquidation Event (as defined in Part II, Section 4.1), a holder of Class B Shares shall be entitled to receive in respect of each Class B Share held by such holder on the effective date (the "Liquidation Date'') of such Liquidation Event, before any other distribution of any part of the assets of the Corporation, an amount per Class B Share equal to the Class B Share Consideration applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Amount''), except that the Class A Shares will have equivalent rights with respect to any unpaid dividends and distributions as set forth in Article 4 of Part II of these share provisions. 6.2 Payment and Delivery of Liquidation Amount. On or promptly after the Liquidation Date, and subject to the exercise by Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Class B Shares the Liquidation Amount for each such Class B Share upon presentation and su1TCnder of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a fonn reasonably satisfactory to the Corporation), a document (in the case of a holder who is a Resident) containing a representation and warranty that the holder is a Resident, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents, at the principal executive office of the Corporation. Payment of the total Liquidation Amount for such Class B Shares shall be made in accordance with the provisions of Article S. On and after the Liquidation Date, the holders of the Class B Shares shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Class B Shares shall not be made upon presentation and surrender of share certificates (or a lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, in which case the rights of the holders all remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. Upon delivery of Parent Subordinate Voting Shares, the holders of the Class B Shares shall thereafter be considered and deemed for all purposes to be holders of Parent Subordinate Voting Shares delivered to them or the custodian on their behalf. 6,3 Rights after Liquidation. After the Corporation has satisfied its obligations to pay the holders of the Class B Shares the total Liquidation Amount, such holders shall not be entitled, in respect of the Class B Shares, to share in any further distributions of the assets of the Corporation. ARTICLE7 RETRACTION OF CLASS B SHARES BY HOLDER 7.1 Retraction Rights. A holder of Class B Shares shall be entitled, at any time and from time to time, subject to applicable law and the exercise by Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 7, to require the Corporation to redeem all or any portion of the Class B Shares registered in the name of such holder for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Retraction Date (the "Retraction Price''). To effect such redemption, the holder shall present and 11 -----------------.J

------ ------- ··-· -- surrender at the principal executive office of the Corporation the certificate or certificates representing the Class B Shares which the holder desires to have the Corporation redeem (or a lost stock certificate affidavit in a fonn reasonably satisfactory to the Corporation), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable Jaw and the Constating Documents and such additional documents and instruments as the Corporation may reasonably require, together with a duly executed statement (the "Retraction Request") in the fonn of Exhibit A or in such other fonn as may be acceptable to the Corporation: (a) specifying that the holder desires to have all or a specified portion of the Class B Shares represented by such certificate or certificates (the "Retracted Shares") redeemed by the Corporation; (b) stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the "Retraction Date''), provided that the Retraction Date shall be not less than 1 O Business Days nor more than 20 Business Days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 20th Business Day after the date on which the Retraction Request is received by the Corporation; (c) acknowledging the overriding right (the ''Retraction Call Right'') of Parent, pursuant to the Exchange Rights Agreement, to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the tenns and conditions set out in Article S of the Exchange Rights Agreement; and ( d) in the case of a holder who is a Resident, representing and warranting that the holder is a Resident. 7.2 Purchase by the Corporation. Subject to the exercise by Parent of the Retraction Call Right, upon receipt by the Corporation in the manner specified in Section 7 .1 of a certificate or certificates representing the number of Retracted Shares (or a lost stock certificate affidavit in lieu thereof), together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the Corporation shall redeem tho Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Retraction Price. If only part of the Class B Shares represented by any certificate is redeemed (or purchased by Parent or any of its Affiliates pursuant to the Retraction Call Right), a new certificate for the balance of such Class B Shares to be retained by the holder of Class B Shares shall be issued to the holder by the Corporation. 7.3 Payment of Retraction Price. The Corporation shall deliver the Retraction Price in accordance with the provisions of Article S and such delivery by the Corporation shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price. -- ·--· -------------------------

--· ··---.. ········-·- "- . ·--· - 7.4 Rights after Retraction. On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Retraction Price per Class B Share, less any amounts on account of tax properly withheld accordance with applicable law and Section 13.3, unless upon presentation and surrender of certificates ( or a lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, payment of the total Retraction Price payable to such holder shall not be made as provided in Section 7 .3, in which case the rights of such holder shall remain unaffected until the total Retraction Price has been paid in the manner· hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates ( or a lost stock certificate affidavit in lieu thereof) and payment of the total Retraction Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation shall thereafter be considered and deemed for all purposes to be a holder of the Parent Subordinate Voting Shares delivered to such holder. 7.5 Limitation on Retraction Rights. Notwithstanding any other provision of this Article 7, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Board of Directors determines that on any Retraction Date the Corporation would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to the next whole number of shares) as would not be contrary to such provisions and shall notify the holder at least two Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, and more than one holder has duly delivered a Retraction Request, the Corporation shall redeem Retracted Shares in accordance with Section 7.2 on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 7 .2. Provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7 .6, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 7.2 as a result of solvency requirements or other provisions of applicable law shall be redeemed by giving the Retraction Request to require Parent to purchase such Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by Parent to such holder of the Retraction Price for each such Retracted Share pursuant to the Exchange Rights Agreement. 7.6 Withdrawal of Retraction Request. A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw such holder's Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to Parent shall be deemed to have been revoked. 13

- ------------------· .. --· ARTICLES REDEMPTION OF CLASS B SHARES BY THE CORPORATION 8.1 Redemption Rights. Subject to applicable law, and provided Parent has not exercised the Redemption Call Right and the applicable holders of Class B Shares have not exercised the Class B Shareholders' Put Right, upon the occurrence of a Redemption Event the Corporation shall have the right to redeem all but not Jess than ail of the then outstanding Class B Shares for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date (the "Redemption Price"). 8.2 Exercise of Redemption Rights. In the case of a proposed redemption by the Corporation of Class B Shares under this Article 8, the Corporation shall, (a) at least 15 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), notify Parent in writing (the "Redemption Notice") of the intention of the Corporation to redeem the Class B Shares; and (b) at least 10 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), send or cause to be sent to Parent and each holder of Class B Shares a notice in writing (the "Shareholder Redemption Notice") of the redemption by the Corporation of the Class B Shares held by such holder. In the case of a Redemption Date established in coMection with a Control Transaction, the Redemption Notice and the Shareholder Redemption Notice will be sent on or before the Redemption Date, on as many days prior written notice as may be detennined by the Board of Directors to be reasonably practicable in the circumstances (provided that at least ten Business Days' notice is given). In any such case, such notice shall set out the Redemption Date. 8.3 Payment and Delivery of Redemption Price. On the Redemption Date and subject to the exercise by Parent of the Redemption Call Right or the exercise of the Class B Shareholders' Put Right, the Corporation shall cause to be delivered to the holders of the Class B Shares to be redeemed the Class B Share Consideration representing the full Redemption Price for each such Class B Share, upon presentation and surrender at the principal executive office of the Corporation of the certificates representing such Class B Shares ( or a lost stock certificate affidavit in a fonn reasonably satisfactory to the Corporation), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under the applicable law and the Constating Documents and (in the case of a holder who is a Resident) a representation and warranty by such holder of Class B Shares to be redeemed that such holder is a Resident Payment of the total Redemption Price for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Redemption Date, the holders of the Class B Shares called for redemption shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3, unless payment of the total Redemption Price delivered to a holder for such Class B Shares shall not be made upon presentation and surrender 14

of share certificates ( or lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hercinbefore provided. Upon such payment of the total Redemption Price, the holders of the Class B Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Subordinate Voting Shares delivered to them. ARTICLE!> PURCHASE FOR CANCELLATION 9.1 Purchase for Cancellation. Subject to applicable law and at the option of the holder of Class B Shares, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Class B Shares by private contract with any holder of Class B Shares at any price agreed to between the Corporation and such holder of Class B Shares. ARTICLElO VOTING RIGHTS 10.1 Voting Rights. Except as required by applicable law and by Article 11 and 12, the holders of the Class B Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting. ARTICLEll AMENDMENT AND APPROVAL 11.1 Holder Approval. The rights, privileges, restrictions and conditions attaching to the Class B Shares and the Class A Shares may be added to, changed or removed but only with approval of the holders of the Class B Shares given as hereinafter specified. 11.2 Approval Process. Any approval given by the holders of the Class B Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares or the Class A Shares or otherwise satisfy the requirements of Section 4.1 shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-- thirds of the votes cast on such resolution at a meeting of holders of Class B Shares duly called and held at which the holders of at least 50% of the outstanding Class B Shares at that time are present or represented by proxy. If at any such meeting the holders of at least 50% of the outstanding Class B Shares at that time arc not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Class B Shares present or represented by proxy thereat shall form a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Class B Shares. Notwithstanding anything to the contrary herein, any such approval or consent may be given without a meeting if, before the action, a written consent thereto is signed by holders of Class B Shares holding not less than two•thirds of the voting power of the Class B Shares then outstanding. 15

ARTICLE 12 RECIPROCAL CHANGES, ETC. IN RESPECT OF PARENT SUBORDINATE VOTING SHARES 12.1 Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan of the Corporation or Parent then in effect, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2, (a) issues or distributes Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to the holders of the then outstanding Parent Subordinate Voting Shares, as applicable and without duplication, by way of stock dividend or other distribution, other than: (i) an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 3.l(b) applies, or (ii) an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares ( or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Class B Shares shall receive the same option to either receive such cash dividends or distributions pursuant to Section 3. l(a) or receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class B Shares adjusted pursuant to Section 3.l(b); (b) issues or distributes rights, options or wmants to the holders of the then outstanding Parent Subordinate Voting Shares entitling them to subscribe for or to purchase Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares, all as applicable and without duplication); or (c) issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares ( other than an issuance or distribution pursuant to which Section 3.l(c) applies): (i) shares or securities of Parent of any class other than Parent Subordinate Voting Shares; (ii) rights, options or warrants other than those referred to in Section 12.l(b); or (iii) evidences of indebtedness of Parent, 16

the Corporation will provide at least five Business Days prior notice to the holders of Class B Shares and will ensure that the economic equivalent (as determined by the Board of Directors in accordance with Section 3.5) on a per share basis of such Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class B Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the holders of Class B Shares under this Section 12.1 unless an equivalent amount on a per share basis is issued or distributed to the holders of Class A Shares under Section 5.1 of Part Il. 12,2 In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2, (a) subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares; (b) reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares;or · (c) reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares, the Corporation will ensure that the same or an economically equivalent (as detennined by the Board of Directors in accordance with Section 3.5) change as effected in respect of the Parent Subordinate Voting Shares shall simultaneously be made to, or in, the rights of the holders of the Class B Shares. Notwithstanding any other provision in these share provisions, this Article 12 shall not be changed without the approval of the holders of the Class B Shares given in accordance with Section 11.2. ARTICLE13 LEGEND, WITHHOLDING RIGHTS; SPECIFIED AMOUNT 13.1 Legend. The certificates evidencing the Class B Shares shall contain or have affixed thereto a legend in fonn and on tenns approved by the Board of Directors with respect to the provisions of the Exchange Rights Agreement. 13.2 Acknowledgement. Each holder of a Class B Share, whether of record or beneficial, by virtue of becoming and being such a holder, shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favor of Parent, and the overriding nature thereof in coMection with the liquidation, dissolution or winding-up of the Corporation, or the retraction or redemption of Class B Shares, as the case may be, and to be bound thereby in favor of Parent as therein provided. 13.3 Withholding Rights. Each of the Corporation, Parent and their Affiliates shall be entitled to deduct and withhold from any dividend or other amount otherwise payable to any holder of 17

Class B Shares such amounts as the Corporation, Parent or such Affiliate is required or permitted (to the extent that absent such permitted withholding, the payor would be liable for, or for amounts on account of, taxes, interest and/or penalties in connection with the payment) to deduct or withhold with respect to such payment under the Income Tax Act (Canada) (including without limitation Section 116 and Part XIII thereof), the Code or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts arc so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Class B Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted when due to the appropriate taxing authority and reasonable documentation respecting such payment is provided to the holder of the Class B Shares. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, subject to right of the holder of Class B Shares as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, the Corporation, Parent and their Affiliates are hereby authorized to sell or otherwise dispose of such portion of the non-cash consideration as is necessary to provide sufficient funds to the Corporation, Parent or such of their Affiliates, as the case may be, to enable it to comply with such deduction withholding requirement and the Corporation, Parent or such of their Affiliates shall notify the holder thereof and remit to the holder any portion of the net proceeds of such sale not required or permitted to be deducted or withheld. All payments to be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling any non-cash consideration to satisfy tax obligations as provided for above, the Corporation, Parent or its Affiliates, as applicable, shall notify the holder of Class B Shares that it shall be making the deductions or withholdings noted above and the holder of Class B Shares shall have the option to provide cash to the Corporation, Parent or its Affiliates, as applicable, in amount equal to the amounts to be withheld or deducted within three Business Days of delivery of the notice, in which case the Corporation, Parent or its Affiliates, as applicable, shall not sell any non-cash consideration until such three (3) Business Day period had passed. ARTICLE 14 NOTICES 14.1 Any notice, request or other communication to be given to the Corporation by a holder of . Class B Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by facsimile or by delivery to the principal executive office of the Corporation and addressed to the attention of the President of the Corporation. Any such notice, request or other communication, if given by mail, facsimile or delivery, shall only be deemed to have been given and received (i) on the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3rd) Business Day after deposit in the national certified or prepaid mail. 14.2 Any presentation and surrender by a holder of Class B Shares to the Corporation of certificates representing Class B Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Class B Shares shall be made by registered mail (postage prepaid) or by delivery to the principal executive office of the Corporation addressed to the attention of the President of the Corporation. Any such presentation and surrender of 18

-·------·------- certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same. 14.3 Any notice, request or other communication to be given to a holder of Class B Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by delivery to the address of the holder recorded in the register of shareholders of the Corporation or in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, shall be deemed to have been given and received on (i) the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3nl) Business Day after deposit in the national certified or prepaid mail. Accidental failure or omission to give any notice, request or other communication to one or more holders of Class B Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto except where such failure or omission has a material prejudicial effect in respect of the rights of that holder of the Class B Shares. 19

PART II CLASS A SHARE PROVISIONS The Class A Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions: ARTICLE 1 INTERPRETATION 1.1 The defmed tenns and other provisions in Article 1 of Part I of these share provisions shall also apply to this Part II. References to Sections made in this Part II are to Sections in this Part II, unless otherwise indicated. Unless otherwise specified or required by context, the terms ''these share provisions", "hereof', "herein" and "hereunder" and similar expressions refer to these Class A Share provisions and the Class B Share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. ARTICLE2 DIVIDENDS 2.1 A holder of a Class A Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time detennine. A holder of a Class A Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class A Share equivalent to each dividend or other distribution declared on each Class B Share. Without limiting the foregoing, a holder of a Class A Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class A Share: (a} in the case of a cash dividend or distribution declared on the Parent Subordinate Voting Shares, in an aggregate amount in cash for each Class A Share as is equal in U.S. dollars, or the Canadian Dollar Equivalent thereof on the Parent Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the Parent Subordinate Voting Shares, as applicable and without duplication; (b) in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in Parent Subordinate Voting Shares ( or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent}, by the payment by the Corporation of cash in an amount that is economically equivalent (as determined by the Board of Directors) to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication; or 20

(c) in the case of a dividend or distribution declared on the Parent Subordinate Voting Shares to be paid in property other than (i) cash, (ii) Parent Subordinate Voting Shares, (iii) other equity securities of Parent or (iv) securities convertible for or exchangeable into equity securities of Parent, in such type and amount of property for each Class A Share as is the same as or economically equivalent (as detennined by the Board of Directors in accordance with Section 2.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication. Such dividends or distributions shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable. Any dividend which should have been declared or paid on the Class A Shares pursuant to this Section 2.1 but was not so declared or paid due to the provisions of applicable law shall be declared and paid by the Corporation as soon as payment of such dividend is pennitted by such law. 2.2 Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 2.1 (a) and the sending of such a check to each holder of a Class A Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby . unless the check is not paid on presentation. Certificates registered in the name of the holder of Class A Shares shall be issued or transferred in respect of any stock dividends or distributions of Class A Shares contemplated by Section 2. l(b) and the sending of such a certificate to each holder of a Class A Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class A Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 2.1 (a) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Class A Share · shall satisfy the dividend or distribution represented thereby. No holder of a Class A Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation's bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid. 2.3 Record and Payment Dates. The record date for the detennination of the holders of Class A Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class A Shares under Section 2.1 shall be the same dates as the record and payment date, respectively, for the corresponding dividend or distribution declared on the Class B Shares, as applicable. l.4 Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class A Shares under Section 2.1, the dividends or distributions are not paid in full on all of the Class A Shares then outstanding due to solvency requirements or the provisions of applicable law, any such dividends ~r distributions that remain unpaid shall be paid on the first subsequent date or dates detennined by the Board of Directors on which the Corporation shall have 21

sufficient moneys, assets or other property to make payment of such dividend or distribution n in satisfaction of such solvency requirements and in compliance with such applicable law. 2.5 Determination of Economic Equivalence. The Board of Directors shall detennine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 2.1, S.l and 5.21 and shall provide the Class A Shareholders with a copy of a written detennination of economic equivalence and the underlying calculations supporting such detennination and the final version of any written report provided by such financial advisors and/or other experts supporting such detennination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their detennination of economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2. ARTICLE3 VOTING RIGHTS 3,1 The holders of the Class A Shares shall be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and shall be entitled to one vote in respect of each Class A Share held at such meetings, except a meeting of holders of a particular class or series of shares other than the Class A Shares who are entitled to vote separately as a class or series at such meeting. ARTICLE4 LIQUIDATION, DISSOLUTION OR WINDING-UP 4.1 In the event of Liquidation Event, the holders of the Class A Shares shal1, subject to the rights of the holders of the Class B Shares under Section 6.1 of Part 1 of these share provisions in respect of any such distribution on liquidation, dissolution or winding up of the Corporation or other distribution of its property or assets among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary (any such event, "Liquidation Event"), be entitled to receive ~e remaining property and assets of the Corporation, except that the holders of Class A Shares shall first be entitled to receive, on a pari passu basis with respect to that portion of the Liquidation Amount payable to the holders of Class B Shares under subsections (b) and (c) of the definition of Class B Share Consideration, the following amounts: (a) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class A Share under Section 2. l(a) of this Part 11 prior to orat the effective time of any such Liquidation Event, the excess, if any, of (A) the aggregate amount of all cash dividends or other cash distributions declared and paid by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Liquidation Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class A Share under Section 2.1 (a) of this Part II prior to or at the effective time of such Liquidation Event; nl.Y! (ii) the amount of any cash dividends or other cash distributions on the Class A Share which have been declared but not yet paid as of the effective time of such Liquidation Event ( detennincd 22

without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor; plus (b) the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class A Share under Section 2.l(c) of this Patt Il prior to or at the effective time of any such Liquidation Event, the excess, if any, of (A) the aggregate fair market value of all declared and paid non-cash dividends or other non-cash distributions by Parent on a Parent Subordinate Voting Share prior to or at the effective time of such Liquidation Event, over (B) the aggregate fair market value of all non-cash dividends or other non-cash distributions declared and paid by the Corporation on the Class A Share under Section 2.l(c) of this Part II prior to or at the effective time of such Liquidation Event, RIJa (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions on the Class A Share which have been declared but not yet paid as of the effective time of such Liquidation Event (detennined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum. The rights of holders of Class A Shares under this Section 4.1 to receive unpaid dividends and distributions shall rank pari passu with the rights of the holders of Class B Shares to receive unpaid dividends and distributions (as provided for in subsections (b) and (c) of the definition of Class B Share Consideration) under Section 6.1 of Part I of these share provisions. ARTICLES RECIPROCAL CHANGES, ETC. IN RESPECT OF PARENT SUBORDINATE VOTING SHARES 5.1 Except for the issuance of employee incentive stock-based compensation in accordance with the tenns of any employee stock option plan of the Corporation or Parent then in effect, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares, · (a) issues or distributes Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to the holders of the then outstanding Parent Subordinate Voting Shares, as applicable and without duplication, by way of stock dividend or other distri~ution, other than: (i) an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 2.l(b) applies, or (ii) an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into _or carrying rights to acquire Parent Subordinate Voting 23

Shares) to holders of Parent Subordinate Voting Shares who exeroise an option to receive dividends of Parent Subordinate Voting Shares ( or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Class A Shares shall receive the same option to either receive cash dividends or distributions pursuant to Section 2.l(a) or receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class A Shares adjusted pursuant to Section 2.l(b); (b) issues or distributes rights, options or warrants to the holders of the then outstanding Parent Subordinate Voting Shares entitling them to subscribe for or to purchase Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares, all as applicable and without duplication); or (c) issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares ( other than an issuance or distribution pursuant to which Section 2.l(c) applies): (i) shares or securities of Parent of any class other than Parent Subordinate Voting Shares; (ii) rights, options or warrants other than those referred to in Section 5.I(b); or (iii) evidences of indebtedness of Parent, the Corporation will provide at least five Business Days prior notice to the holders of Class A Shares and will ensure that the economic equivalent on a per share basis of such Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class A Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the holders of Class A Shares under this Section 5 .1 unless an equivalent amount on a per share basis is issued or distributed to the holders of Class B Shares under Section 12.1 of Part I. 5.2 In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares, (a) subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares; (b) reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or 24

-----------------·-····-- .. - (c) reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares, the Corporation will ensure that the same or an economically equivalent change as effected in respect of the Parent Subordinate Voting Shares shall simultaneously be made to, or in, the rights the holders of the Class A Shares. For the avoidance of doubt, no such change shall be made under this Section 5.2 unless an equivalent change is made under Section 12.2 of Part I. Notwithstanding any other provision in these share provisions, this Article 5 shall not be changed without the approval of the holders of the Class B Shares given in accordance with Section 11.2 of Part I.

PART ill GENERAL Notwithstanding any provisions in these Articles of Incorporation or the Exchange Rights Agreement to the contrary, no shareholder shall receive duplicate rights and privileges upon the occurrence of the same event. For example, if a cash dividend is declared on the Parent Subordinate Voting Shares, then the holders of Class B Shares shall receive a comparable cash dividend under Section 3.1 of Part I. They shall not receive a second cash dividend under Section 3.1 of Part I because a cash dividend was also triggered on the Class A Shares under Section 2.1 of Part II arising from the same cash dividend declared on the Parent Subordinate Voting Shares. This prohibition on duplication applies to both the Class B Shares and Class A Shares and with respect to all dividends, distributions, rights offerings, stock splits, consolidations, recapitalization, reorganizations and any other right or privilege applicable to them. 26

EXHIBIT A RETRACTION REQUEST To: CSAC Acquisition IL n Corp. ("Excbangeco") TffiS NOTICE is given pursuant to Article 7 of Part I of the provisions ofExchangeco•s articles of incorporation (the "Class B Share Provisions") attaching to the Class B Shares of Exchangeco represented by the certificate attached hereto (the "Certificate") or the lost stock certificate affidavit attached hereto, and all capitalized words and expressions used in this notice that are defined in the Class B Share Provisions have the meanings ascribed to such words and expressions in such Class B Share Provisions. THE UNDERSIGNED hereby notifies Exchangeco that, subject to the Retraction Call Right referred to below, the undersigned desires to have Exchangeco redeem in accordance with Article 7 of the Class B Share Provisions: D all share(s) represented by the Certificate; or □ ____ share(s) only represented by the Certificate. THE UNDERSIGNED hereby notifies Exchangeco that the Retraction Date shall be NOTE: The Retraction Date must be a Business Day and must not be less than S Business Days nor more than 20 Business Days after the date upon which this notice is received by Exchangeeo. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 20th Business Day after the date on which this notice is received by Exchangeco. THE UNDERSIGNED acknowledges the oveniding Retraction Call Right of Parent to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Purchase Price (as defined in the Exchange Rights Agreement) and on the other terms and conditions set out Article S of the Exchange Rights Agreement. This Retraction Request, and this offer to sell the Retracted Shares to Parent, may be revoked and withdrawn by the undersigned only by notice in writing given to Exchangeco at any time before the close of business on the Business Day immediately preceding the Retraction Date. THE UNDERSIGNED acknowledges that if, as a result of solvency requirements or other provisions of applicable law, Exchangeco is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Class B Shareholders' Put Right (as defined in the Exchange Rights Agreement) so as to require Parent to purchase the unredeemed Retracted Shares.

--------------. --·· THE UNDERSIGNED hereby represents and warrants to Exchangeco and its Affiliates that the undersigned: □ is; or □ isnot a Resident. The undersigned acknowledges that in the absence of an indication that the undersigned is a Resident, withholding may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares In accordance with applicable law and Section 13.3 of the Class B Share Provisions. THE UNDERSIGNED hereby represents and warrants to Exchangeco, Parent and their Affiliates that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by Exchangeco, Parent or any of their Affiliates, as the case may be, free and clear of all liens, hypothecs, claims and encumbrances. (Date) □ NOTE: Date: (Signature of Shareholder) (Guarantee of Signature) Please check box if the securities and any check(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder at the principal executive office of Exchangeco, failing which the securities and any check(s) will be delivered by courier to the last address of the shareholder as it appears on the register. This panel .must be completed and the Certificatee ( or a lost stock certificate affidavit in a fonn reasonably satisfactory to the Corporation), together with such additional documents as Exchangeco may require, must be deposited with Exchangeco. The securities and any check(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Exchangeco and the securities and any check(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the fonn appearing immediately below is duly completed. --------- Name of Person in Whose Name Securities or Check(s) to be Registered, Issued or Delivered (please print): _____________ _ Street Address or P.O. Box: _____________________ _ Signature of Shareholder: ______________________ _ City, Province/State and Postal/Zip Code: ________________ _ Signature Guaranteed by: ______________________ _

NOTE: If this Retraction Request is for less than all of the shares represented by the Certificate, a certificate representing the remaining share(s) of Exchangeco represented by this Certificate will be issued and registered in the name of the shareholder as it appears on the register of Exchangeco . .. .. -·----------------------------..i

·--- . -···--·--------------------- BARBARA K. CEGAVSKE Secretary of Stale 202 North ea,.on Strut Carson City, N9Yada 11701-'201 (775) 884-1'708 Wabalta: WW DDPI 119X m,w,mlJnrflum, PPY Initial List and State Business License Application lnltlal List of Officers, Managers, Members, General Partners, Managing Partners, or Trustees: I CSAC Acquisition IL II Corp. NAME OF ENTITV TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT JMPQRTANT: Read ln"1Ucaonl t,em completing and mumlng wa imm. Please Indicate the entity type (check only one): I&! Corporation D This corporation Is publicly traded, the Central Index Key number Is: D Nonprofit Corporation (see nonprofit sections below) D Llm11ed-Llabllity Company D limited Partnerahfp 0 Llmfted-Uablllty Partnership D Umlted•Llablllty Limited Partnership (It fanned t the .. ,.. time u th■ Umllild rtM!lhlp) D -Business Trust Filed in the Office of Business Number ~K./,,. •. ~>· El9013142021-7 Filing Number 0 20Zll901381 Secretary of State Filed On State Of Nevada 11/18/2021 8:27:00 AM Number of Pages 3 Addlllon11 Officers, Managers, Membe,., General Par1nen, Mll\llglng Partners, Trustees or Subscriberl, may be lated on I I\JPplemlntal page. §HECK QNLY IE 6PPYQABLE Pumlant to NRS Chapt« 76, tnle entity II exempt frOm the bualne11 Rc:enH fee. D 001 - Govemrnental Enllty D 008 - NRS 8808,020 Insurance Co, provide ll0MH or certfflcate of authority number For nonprvflt •ntitfN formed unci.r NRS Chapter 80: entltiQ 'Mlhoot 601(c) nonprofit deetgnallon are requlrad to maintain a 1tale bualnen nc:ense, the fea Is S200.0D. Thole claiming an exemption under 601(c) daalgnaUon mu t Indicate by checking box below. O Pursuant ta NRS Chaple( 76, thla entity 11 a 601(c) nonprafft entity and ta exempt from lhe bualne11 Dc:enae fee. Exemption code 002 For nonprofit antltJN formed under NR8 Chapter 11: en1ltlea whlc:h ate Un~rs• Uloclatlon or Rellalou1, charltable, fnltemal or otnar organization that quallflea u a tu-exempt a,ganlzallon pursuant to 28 U.S.C. § 501(c) .,. exduded from tfie requlremeli to obtain a atata bualnea Pcenae. Pleue Indicate below Ir tnll enUty fllll under one of theH categorla by mmlng the appropriate box. If Iha entity does not f1III under either of lhue tegolles PlellH IUbmit $200.00 for the 1tate bualnesl llcense. 0 Unit-owners' Auocl 1lon O RellgloUll dwttabll!,_ 1'rltemll or other organlZatlon lh t qualllla .. a tax-exempt organlzatlon pwuant 10 28 U.S.li, § 601(c) For nonprvfltantftlN formed under NRS Chapter 82 and 80: Charltabl• SoHcHatJon lnformatlon • check fRRHCfblf bg Doe■ the Organization Intend to aoHclt charltable or tax dedudlble contrlbutlona? D No - no addhlonal form la A!lqUlred 0 Yea - the -Charitable Sollcltallon Regl8trallon Statement" II required. 0 The Organization claim■ exemption pu,.uant to NRS 82A.21 o -the ·exemption From Charitable Solldtatlon Reglalt8tlon Statement" 11 required • Faff uni to Include the ra ulred statement fonn wit! rMUlt In Page1 on RIVIHdt 1/112018

-·-· ···----·· --- .. ------------ BARBARA K. CEGAVSKE Secretary of State 202 North Carson Stntet Carson City, Nevada 89701-4201 (775) 884-1708 Website: WW DYIQI ADV ,enen,v nxallverflume oav Initial List and State Business License Application - Continued Officers, Managers, Members, General Partners, Managing Partners or Trustees: CORPORATION, INDICATE THE PRESIDENT, OR EQUIVALENT OF: Tltle: I !Jonathan Sandelman I I Onltecl §tates Name Country j2601 South Bayshore Dr., Ste. 900 I !Miami I ~133133 1 I I Address City State Zip/Postal Code I CORPORATION, INDICATE THE SECRETARY, OR EQUIVALENT OF: TiUe: I ·• J !Jonathan Sandelman I I United States I Name Country I 2601 Scutt, Bayshore Dr., Ste. 900 IIMiaml 1 fD l33133 I Address City State Zip/Postal Code CORPORATION, INDICATE THE TREASURER, OR EQUIVALENT OF: Title: I I !Jonathan Sandelman I I United States I Name Country I 2601 South Bayshore Dr., Ste. 900 I I Miami I~ 133133 I Address City State Zip/Postal Code CORPORATION, INDICATE THE DIRECTOR: I Jonathan Sandelman I I United States I Name Country [2601 South Bayshore-Dr., Ste. 900 I IMlamf I ~ (!3133 I Address City State Zip/Postal Code None of the officers or directors Identified In the list of officers ha• been Identified with the fraudulent Intent of concealing the Identity of any pe,.on or person• exan:lslng the power or authority of an officer or director In furtherance of any unlawful conduct. l declare, to the bnt of my knowledge under penalty of perjury, that the Information contained herein Is col'l"kt and acknowledge that pursuant to NRS 239.330, It I• a category C fvlony to knowt ngly offer any false or forged lnetrument for filing In the Office of the Secretary of State. X ~/!~ Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Member, Owner of Business, Partner or Authorized Signer FORMWFLLBERETURNEDIF VNSIGNEO. .._IA_uth_o_riz_ed_P_ers_o_n __ l I 11 /;l/41 ·Tltle ■ Pllgt 2 of Z Revtaed: 1/1/2011 ··- - ··---

·--··-------------- INITIAL LIST AND STATE BUSINESS LICENSE APPLICATION - CONTINUED-ADDITIONAL OFFICERS AND DIRECTORS CORPORATION, INDICATE THE VICE-PRESIDENT. OR EQUIVALENT OF: TITLE: VICE-PRESIDENT Jennifer Drake Name us Country 2601 South Bayshore Dr., Ste, 900 Address Miami, FL 33133 City State Zip/Postal Code CORPORATION, INDICATE THE VICE-PRESIDENT. OR EQUIVALENT OF: TITLE: VICE-PRESIDENT Chartes M)les Name us Country 2601 South Bayshore Dr., Ste. 900 Address CORPORATION. INDICATE THE DIRECTOR: Jennifer Drake Name us Country 2601 South Bayshore Dr .. Ste, 900 Address CORPORATION, INDICATE THE DIRECTOR: Charles Miles Name us Country 2601 South Bayshore Dr., Ste. 900 Address 018209.00000 Slllfneu 2l714321vl Miami, City Miami, City Miami, City FL 33133 State Zip/Postal Code FL 33133 State Zip/Postal Code FL 33133 State Zip/Postal Code _j

sBCRETARY OF STATE DOMESTIC CORPORATION (78) CHARTER I, BARBARA K. CEGA VSKE, the duly qualified and elected Nevada Secretary of State, do hereby certify that CSAC Acquisition IL II Corp. did, on 11/18/2021, file in this office the original ARTICLES OF INCORPORATION-FOR-PROFIT that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada. Certificate Number: B202111182161743 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on l l / 1812021. BARBARA K. CEGA VSKE Secretary of State

SECRETARY OF ST A. TE NEV ADA STATE BUSINESS LICENSE CSAC Acquisition IL II Corp. Nevada Business Identification# NV20212282935 Expiration Date: 11/30/2022 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: 8202111182161820 You may verify this certificate online at http:l/www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on I 1/18/2021. BARBARA K. CEGAVSKE Secretary of State

Exhibit T3A-16

Exhibit T3A-17

23-24183-2 C1.3 P177 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT 1111111 1111111111 1111111111 1111111111111 *090204* Filed in the office of Document Number ~K.-0,.J.r.., 20190182114-29 Barbara K. Cegavske Filing Date and Time Secretary of State 04/26/2019 12:51 PM State of Nevada Entity Number E0436382018-4 ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. -~ame of corporati~_n: CSAC Acquisition Inc. 2. The articles have been amended as follows: (provide article numbers, if available) A1ticle 3. Authorized Stock has been amended to increase and change the authorized shares of the corporation from 75 ,000 common shares, $.00010 par value to 150,000,000 common shares, $.00010 par value of which I 00,000,000 shares shall be Class A Voting Common Stock. $.000 IO par value and 50,000,000 shares shall be Exchangeable Non-Voting Common Stock, $.000 l O par value: To effect such amendment, Article 3. of the Articles of Incorporation is hereby amended to read in its entirety as follows: 3. Authorized Stock: 150,000,000 common shares, $.000 IO par value of which l 100,000,000 shares are hereby designated Class A Voting Common Stock.$.00010 par va lue and 50,000,000 shares Exchangeable Non-Voting Common Stock. $.000 IO par value. [continued on attachment] 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 100% 4. Effective date and time of filing : (optional) Date: Time: (must not be later than 90 days after the certificate is filed) 5. Signature: (required) X (•)f’) ~-il--.J’""-- - Signature of Officer •1f any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit-After Revised: 1-5-15

PART I

EXCHANGEABLE SHARE TERMS

 The Exchangeable Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1            Definitions. In these share provisions, the following terms shall have the following meanings:

“Additional Amount” has the meaning ascribed thereto in the definition of Exchangeable Share Consideration.

“Affiliate” has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended, but the holders of Exchangeable Shares that are parties to a Support Agreement or an Exchange Rights Agreement shall not be deemed to be Affiliates of CSAC or the Corporation.

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of New York, New York.

“Canadian Dollar Equivalent” means in respect of an amount expressed in US Dollars at any date, the product obtained by multiplying:

(a)

the US Dollar amount by,

(b)

the average US Dollar/Canadian Dollar daily exchange rate as published by the Bank of Canada for the period of five Business Days prior to the date of conversion.

“Cash Dividend Amount” has the meaning ascribed thereto in the definition of Exchangeable Share Consideration.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means the voting non-exchangeable common shares in the capital of the Corporation and any other securities into which such shares may be changed.

“Constating Documents” means the articles of incorporation and bylaws of the Corporation, as amended from time to time.

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“Control Transaction” means any of the following:

(a)

any person or group of persons acting jointly or in concert (within the meaning of National Instrument 62-104 — Take-Over Bids and Special Transactions) (“NI 62-104”) acquires, directly or indirectly, control (as defined in NI 62-104) of CSAC;

(b)

the shareholders of CSAC shall have approved a merger, consolidation, recapitalization or reorganization of CSAC, or, if shareholder approval is not sought or obtained, any such transaction shall have been consummated, in either case other than any such transaction which would result in at least 50% of the total voting power represented by the voting securities of the resulting entity outstanding immediately after such transaction being beneficially owned by holders of outstanding voting securities of CSAC immediately prior to the transaction, with the voting power of each such continuing holder relative to such other continuing holders being not altered substantially in the transaction;

(c)

the shareholders of CSAC shall approve an agreement for the sale or disposition by CSAC of all or substantially all of CSAC’s consolidated assets.

“Corporation” means CSAC Acquisition Inc., a corporation organized under the laws of the State of Nevada and any successor corporation.

“CSAC” means CA Strategies Corp., a corporation organized under the laws of the Province of British Columbia, and any successor corporation.

“CSAC Distribution Declaration Date” means the date on which the board of directors of CSAC declares any dividend or other distribution on the CSAC Subordinate Voting Shares.

“CSAC Subordinate Voting Shares” means the subordinate voting shares of CSAC and any other securities into which such shares may be changed.

“Exchange Rights Agreement” means the exchange rights agreement among CSAC, the Corporation and the holders of the Exchangeable Shares setting out the terms and conditions relating to the exchange of the Exchangeable Shares for CSAC Subordinate Voting Shares, as it may be amended from time to time.

“Exchangeable Shares” mean the exchangeable non-voting common shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein.

“Exchangeable Share Consideration” means, with respect to each Exchangeable Share, for any acquisition, redemption or retraction of, or distribution of assets of the Corporation in respect of, the Exchangeable Share the aggregate of the following:

(a)

one CSAC Subordinate Voting Share; plus

(b)

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(c)

unless corresponding equivalent dividends have already been declared and have been or will be paid on the Exchangeable Share prior to or on redemption, the aggregate amount of all declared and paid non-cash dividends or other non-cash distributions by CSAC on a CSAC Subordinate Voting Share from the time that the Exchangeable Share was first issued to the effective time of any such action, payable by means of a cheque payable at any branch of the bankers of the payor in an amount equal to the fair market value of the property distributed in payment of such non-cash dividends by CSAC on the effective date of the relevant action in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of such non-cash items (the “Non-Cash Dividend Amount” and together with the Cash Dividend Amount, the “Additional Amount”);

provided that such consideration shall be paid less any amounts on account of tax properly withheld in accordance with Section 13.3. For greater certainty, in no event shall a holder of Exchangeable Shares be entitled to receive or demand any consideration in connection with the acquisition, redemption, or retraction of, or distribution of the assets of the Corporation in respect of, any Exchangeable Shares, other than the Exchangeable Share Consideration payable in accordance with Article 5.

“Exchangeable Shareholders’ Put Right” means the right of the holders of Exchangeable Shares to require CSAC to purchase all or any part of the Exchangeable Shares held by such holder of Exchangeable Shares, as more particularly described in, and in accordance with, the Exchange Rights Agreement.

“Foreign Currency Amount” has the meaning ascribed thereto in the definition of Canadian Dollar Equivalent.

“Governmental Entity” means (i) any multinational, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“holder” means, when used with reference to the Exchangeable Shares, the holders of Exchangeable Shares shown from time to time in the register maintained by or on behalf of the Corporation in respect of the Exchangeable Shares.

“Insolvency Event” means the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be liquidated, dissolved or wound-up, or the consent of the Corporation to the institution of bankruptcy, insolvency, liquidation, dissolution or winding up proceedings against it, or the filing of a petition, answer or consent seeking liquidation, dissolution or winding up under any bankruptcy, insolvency or analogous laws in any jurisdiction, and the failure by the Corporation to contest in good faith any such proceedings instituted by any Person other than the Corporation commenced in respect of the Corporation within 30 days of becoming aware thereof, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or the making by the Corporation of a general assignment for the benefit of creditors, or the admission in writing by the Corporation of its inability to pay its debts generally as they become due, or the Corporation not being permitted, pursuant to solvency requirements of applicable law, to purchase any Retracted Shares pursuant to these share provisions.

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“Liquidation Amount” has the meaning ascribed thereto in Section 6.1.

“Liquidation Call Purchase Price” has the meaning ascribed thereto in the Exchange Rights Agreement.

“Liquidation Call Right” means the overriding right of CSAC, in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 6, to purchase from all, but not less than all, of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of CSAC) on the Liquidation Date all, but not less than all, of the Exchangeable Shares held by each such holder, as more particularly described in the Exchange Rights Agreement.

“Liquidation Date” has the meaning ascribed thereto in Section 6.1.

“Non-Cash Dividend Amount” has the meaning ascribed thereto in the definition of Exchangeable Share Consideration.

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

“Purchase Agreements” means the equity purchase agreements, dated October 17, 2019, with each of LivFree Wellness, LLC, a Nevada Limited Liability Company, Washoe Wellness, LLC, The Canopy NV, LLC, and Cannapunch of Nevada LLC, and Sira Naturals Inc., each as amended or amended and restated, and any other purchase agreement approved by the Board of Directors of CSAC.

“Redemption Call Right” means the overriding right of CSAC, notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Article 8, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of CSAC) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder, as more particularly described in the Exchange Rights Agreement.

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“Redemption Date” means the date, if any, established by the Board of Directors in connection with the occurrence of a Redemption Event, for the redemption by the Corporation of all but not less than all of the outstanding Exchangeable Shares pursuant to Article 8 in accordance with the terms hereof; provided, however, that the Redemption Date, if established, shall not be later than thirty (30) days after the occurrence of such Redemption Event (except in the case of a Redemption Event set forth in clause (d) of the definition thereof, in which case the Redemption Date shall occur not later than thirty (30) days after the Corporation’s delivery of the Shareholder Redemption Notice, subject to Section 8.2).

“Redemption Event” means (a) the occurrence of a Control Transaction, (b) the occurrence of an Insolvency Event, (c) the day upon which U.S. tax legislation is amended and becomes effective such that all U.S. resident holders of Exchangeable Shares may receive CSAC Subordinate Voting Shares in exchange for their Exchangeable Shares on a tax deferred basis for U.S. income tax purposes, or (d) it is the seventh anniversary of the Closing Date (as defined in the Purchase Agreement) or any date thereafter.

“Redemption Notice” has the meaning ascribed thereto in Section 8.2.

“Redemption Price” has the meaning ascribed thereto in Section 8.1.

“Resident” means a Person who is a resident of the United States for purposes of the Code or, if a partnership, all of whose partners are Residents.

“Retracted Shares” has the meaning ascribed thereto in Subsection 7.1(a).

“Retraction Call Right” has the meaning ascribed thereto in Subsection 7.1(c).

“Retraction Date” has the meaning ascribed thereto in Subsection 7.1(b).

“Retraction Price” has the meaning ascribed thereto in Section 7.1.

“Retraction Request” has the meaning ascribed thereto in Section 7.1.

“Shareholder Redemption Notice” has the meaning ascribed thereto in Section 8.2(b).

“Support Agreement” means the support agreement in respect of the Exchangeable Shares between CSAC, the Corporation, and the holders of the Exchangeable Shares as it may be amended from time to time.

1.2            Headings; Article and Section References. The division of these share provisions into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these share provisions. Unless otherwise indicated, all references to an “Article”, “Section” or “Subsection” followed by a number and/or a letter refer to the specified Article, Section or Subsection of these share provisions. The terms “these share provisions”, “hereof”, “herein” and “hereunder” and similar expressions refer to these exchangeable share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

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1.3            Number and Gender. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4            Business Days. If any date on which any action is required to be taken under these share provisions is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

ARTICLE 2

RANKING OF EXCHANGEABLE SHARES

2.1            Ranking. Except for the exchange features and related rights of the Exchangeable Shares and the fact that the Exchangeable Shares are non-voting, the Exchangeable Shares shall rank pari passu with the Common Shares.

ARTICLE 3

DIVIDENDS

3.1            Dividends. A holder of an Exchangeable Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of an Exchangeable Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Exchangeable Share equivalent to each dividend or other distribution declared on each Common Share. A holder of an Exchangeable Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each CSAC Distribution Declaration Date declare, a dividend or other distribution on each Exchangeable Share:

(a)

in the case of a cash dividend or distribution declared on the CSAC Subordinate Voting Shares, in an aggregate amount in cash for each Exchangeable Share as is equal in U.S. dollars, or the Canadian Dollar Equivalent thereof on the CSAC Distribution Declaration Date, in each case, to the per share cash dividend or distribution declared on the CSAC Subordinate Voting Shares, as applicable and without duplication;

(b)

in the case of a stock dividend or distribution declared on the CSAC Subordinate Voting Shares to be paid in CSAC Subordinate Voting Shares, by the issue or transfer by the Corporation of such number of Exchangeable Shares for each Exchangeable Share as is economically equal to the number of CSAC Subordinate Voting Shares to be paid on each CSAC Subordinate Voting Share, as applicable and without duplication unless in lieu of such stock dividend the Corporation elects to effect a corresponding and contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) subdivision of the outstanding Exchangeable Shares; or

(c)

in the case of a dividend or distribution declared on the CSAC Subordinate Voting Shares to be paid in property other than cash or CSAC Subordinate Voting Shares, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 3.5) to the type and aggregate amount of property declared as a dividend or distribution on the CSAC Subordinate Voting Shares, as applicable and without duplication.

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3.2            Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Subsection 3.1(a) and the sending of such a check to each holder of an Exchangeable Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Exchangeable Shares shall be issued or transferred in respect of any stock dividends or distributions of Exchangeable Shares contemplated by Subsection 3.1(b) and the sending of such a certificate to each holder of an Exchangeable Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Exchangeable Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Subsection 3.1(c) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of an Exchangeable Share shall satisfy the dividend or distribution represented thereby. No holder of an Exchangeable Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid.

3.3            Record and Payment Dates. The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Exchangeable Shares under Section 3.1 shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the CSAC Subordinate Voting Shares, as applicable.

3.4            Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Exchangeable Shares under Section 3.1, the dividends or distributions are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly applicable to the payment of such dividend or distribution.

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3.5            Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2, and shall provide the Exchangeable Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2. Notwithstanding anything to the contrary in these share terms, within ten (10) Business Days following the delivery of the written determination of economic equivalence to the Exchangeable Shareholders, the holders of at least a majority of the then-outstanding Exchangeable Shares (the “Majority Holders”) may dispute such determination by written notice to the Board of Directors (the “Dispute Notice”). If the Dispute Notice is so given, the Majority Holders, on the one hand, and the Board of Directors, on the other hand, shall jointly select an appraiser which shall be an independent, nationally recognized firm of chartered professional accountants (the “Appraiser”) who shall determine the economic equivalence; provided, however, that if the Majority Holders and the Board of Directors cannot agree upon a single appraiser, KPMG shall be the Appraiser for purposes of this Section 3.5. The Appraiser shall conduct such independent procedures and investigations as the Appraiser shall deem necessary in order to form an opinion as to the economic equivalence and shall give written notice within thirty (30) days of its appointment as Appraiser of its determination to the Majority Holders and the Board of Directors. Such determination shall be final and binding upon the Exchangeable Shareholders and the Corporation, absent manifest error. The fees of the Appraiser shall be borne by the Majority Holders, on the one hand, and the Corporation, on the other hand, in such amount(s) as will be determined by the Appraiser based on the proportion that the aggregate dollar amount of disputed items submitted to the Appraiser that is unsuccessfully disputed by the Majority Holders, on the one hand, or the Corporation, on the other hand, as determined by the Appraiser, bears to the total amount of such disputed items so referred to the Appraiser for resolution.

ARTICLE 4

CERTAIN RESTRICTIONS

4.1            Certain Restrictions. So long as any of the Exchangeable Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Section 11.2:

(a)

amend the Constating Documents; or

(b)

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ARTICLE 5

PAYMENT OF THE EXCHANGEABLE SHARE CONSIDERATION

5.1            Payment of the Exchangeable Share Consideration. For all purposes of these rights, privileges, restrictions and conditions attaching to the Exchangeable Shares, payment of the Exchangeable Share Consideration (including payment of the Additional Amount, if any) in respect of each Exchangeable Share shall be made by causing to be issued or transferred to each holder of such Exchangeable Share a CSAC Subordinate Voting Share (which share shall be fully paid and shall be free and clear of any lien, claims or encumbrance) plus delivering a check of the Corporation in respect of the Additional Amount, if any, and in all cases, less any amounts on account of tax properly withheld in accordance with Section 13.3. In connection with such issuance or transfer of such CSAC Subordinate Voting Share, such holder will, in CSAC’s discretion as to physical or electronic form, (i) receive, at the address of such holder recorded in the register of shareholders of the Corporation for the Exchangeable Shares or, if requested by the holder, by holding for pick-up by such holder at the principal executive office of the Corporation a physical share certificate representing such CSAC Subordinate Voting Share, or (ii) have such CSAC Subordinate Voting Share registered on an uncertificated basis in the direct registration system maintained by CSAC’s transfer agent in the name of such holder of the Exchangeable Share (or, if requested by such holder of the Exchangeable Share, the CSAC Subordinate Voting Share will be deposited with CDS Clearing and Depository Services Inc. and held in street name by the broker of such holder of the Exchangeable Share).

ARTICLE 6

DISTRIBUTION ON LIQUIDATION

6.1            Liquidation Rights. Subject to applicable law and the due exercise by CSAC of its Liquidation Call Right, in the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled to receive in respect of each Exchangeable Share held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before any other distribution of any part of the assets of the Corporation, an amount per Exchangeable Share equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), except that the Common Shares will have equivalent rights with respect to any unpaid dividends and distributions as set forth in Article 4 of Part II of these share terms.

6.2            Payment and Delivery of Liquidation Amount. On or promptly after the Liquidation Date, and subject to the exercise by CSAC of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, a document (in the case of a holder who is a Resident) containing a representation and warranty that the holder is a Resident, together with such other documents and instruments as may be reasonably required to effect a transfer of Exchangeable Shares under applicable law and the Constating Documents, at the principal executive office of the Corporation. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made in accordance with the provisions of Article 5. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner here in before provided. Upon delivery of CSAC Subordinate Voting Shares, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the CSAC Subordinate Voting Shares delivered to them or the custodian on their behalf.

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6.3            Rights after Liquidation. After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the total Liquidation Amount, such holders shall not be entitled, in respect of the Exchangeable Shares, to share in any further distribution of the assets of the Corporation.

ARTICLE 7

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

7.1            Retraction Rights. A holder of Exchangeable Shares shall be entitled, subject to applicable law and the exercise by CSAC of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 7, to require the Corporation to redeem all or any portion of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Exchangeable Share Consideration on the last Business Day prior to the Retraction Date (the “Retraction Price”). To effect such redemption, the holder shall present and surrender at the principal executive office of the Corporation the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be reasonably required to effect a transfer of Exchangeable Shares under applicable law and the Constating Documents and such additional documents and instruments as the Corporation may reasonably require, together with a duly executed statement (the “Retraction Request”) in the form of Exhibit A or in such other form as may be acceptable to the Corporation:

(a)

specifying that the holder desires to have all or a specified portion of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation;

(b)

stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than 10 Business Days nor more than 20 Business Days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 20th Business Day after the date on which the Retraction Request is received by the Corporation;

(c)

acknowledging the overriding right (the “Retraction Call Right”) of CSAC, pursuant to the Exchange Rights Agreement, to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to CSAC in accordance with the Retraction Call Right on the terms and conditions set out in Article 5 of the Exchange Rights Agreement; and

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(d)

in the case of a holder who is a Resident, representing and warranting that the holder is a Resident.

7.2            Purchase by the Corporation. Subject to the exercise by CSAC of the Retraction Call Right, upon receipt by the Corporation in the manner specified in Section 7.1 of a certificate or certificates representing the number of Retracted Shares, together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Retraction Price. if only a part of the Exchangeable Shares represented by any certificate is redeemed (or purchased by CSAC or any of its Affiliates pursuant to the Retraction Call Right), a new certificate for the balance of such Exchangeable Shares to be retained by the holder of Exchangeable Shares shall be issued to the holder by the Corporation.

7.3            Payment of Retraction Price. The Corporation shall deliver the Retraction Price in accordance with the provisions of Article 5 and such delivery by the Corporation shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price.

7.4            Rights after Retraction. On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Retraction Price per Exchangeable Share, less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the total Retraction Price payable to such holder shall not be made as provided in Section 7.3, in which case the rights of such holder shall remain unaffected until the total Retraction Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of the total Retraction Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Corporation shall thereafter be considered and deemed for all purposes to be a holder of the CSAC Subordinate Voting Shares delivered to such holder.

7.5            Limitation on Retraction Rights. Notwithstanding any other provision of this Article 7, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to the next whole number of shares) as would not be contrary to such provisions and shall notify the holder at least two Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, and more than one holder has duly delivered a Retraction Request, the Corporation shall redeem Retracted Shares in accordance with Section 7.2 on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 7.2. Provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 7.2 as a result of solvency requirements or other provisions of applicable law shall be deemed by giving the Retraction Request to require CSAC to purchase such Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by CSAC to such holder of the Retraction Price for each such Retracted Share pursuant to the Exchange Rights Agreement.

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7.6            Withdrawal of Retraction Request. A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to CSAC shall be deemed to have been revoked.

ARTICLE 8

REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

8.1            Redemption Rights. Subject to applicable law, and provided CSAC has not exercised the Redemption Call Right or an Exchangeable Shareholder has not exercised the Exchangeable Shareholders’ Put Right, upon the occurrence of a Redemption Event the Corporation shall have the right to redeem all but not less than all of the then outstanding Exchangeable Shares for an amount per Exchangeable Share equal to the Exchangeable Share Consideration on the last Business Day prior to the Redemption Date (the “Redemption Price”).

8.2            Exercise of Redemption Rights. In the case of a proposed redemption by the Corporation of Exchangeable Shares under this Article 8, the Corporation shall,

(a)

at least 15 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), notify CSAC in writing (the “Redemption Notice”) of the intention of the Corporation to redeem the Exchangeable Shares; and

(b)

at least 10 days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction). send or cause to be sent to CSAC and each holder of Exchangeable Shares a notice in writing (the “Shareholder Redemption Notice”) of the redemption by the Corporation of the Exchangeable Shares held by such holder.

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8.3            Payment and Delivery of Redemption Price. On the Redemption Date and subject to the exercise by CSAC of the Redemption Call Right or the exercise of the Exchangeable Shareholders’ Put Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Exchangeable Share Consideration representing the full Redemption Price for each such Exchangeable Share, upon presentation and surrender at the principal executive office of the Corporation of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be reasonably required to effect a transfer of Exchangeable Shares under the applicable law and the Constating Documents and (in the case of a holder who is a Resident) a representation and warranty by such holder of Exchangeable Shares to be redeemed that such holder is a Resident. Payment of the total Redemption Price for such Exchangeable Shares shall be made in accordance with the provisions of Article 5. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3, unless payment of the total Redemption Price delivered to a holder for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore provided. Upon such payment of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the CSAC Subordinate Voting Shares delivered to them.

ARTICLE 9

PURCHASE FOR CANCELLATION

9.1            Purchase for Cancellation. Subject to applicable law and at the option of the holder of Exchangeable Shares, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private contract with any holder of Exchangeable Shares at any price agreed to between the Corporation and such holder of Exchangeable Shares.

ARTICLE 10

VOTING RIGHTS

10.1         Voting Rights. Except as required by applicable law and by Article 11 and 12, the holders of the Exchangeable Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 11

AMENDMENT AND APPROVAL

11.1         Holder Approval. The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares and the Common Shares may be added to, changed or removed but only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

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11.2         Approval Process. Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or the Common Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares (except as set forth in Section 3.5) shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 50% of the outstanding Exchangeable Shares at that time are present or represented by proxy. If at any such meeting the holders of at least 50% of the outstanding Exchangeable Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares present or represented by proxy thereat shall form a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Exchangeable Shares.

ARTICLE 12

RECIPROCAL CHANGES, ETC. IN RESPECT OF

CSAC SUBORDINATE VOTING SHARES

12.1         Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan, in the event that CSAC, without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11.2,

(a)

issues or distributes CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) to the holders of the then outstanding CSAC Subordinate Voting Shares, as applicable and without duplication, by way of stock dividend or other distribution, other than:

(i)            an issue of CSAC Subordinate Voting Shares pursuant to a distribution to which Section 3.1(b) applies, or

(ii)           an issue of CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) to holders of CSAC Subordinate Voting Shares who exercise an option to receive dividends of CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Exchangeable Shares shall receive the same option to either receive such cash dividends pursuant to Section 3.1(a) or receive dividends of CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) or have their Exchangeable Shares adjusted pursuant to Section 3.1(b);

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(b)

issues or distributes rights, options or warrants to the holders of the then outstanding CSAC Subordinate Voting Shares entitling them to subscribe for or to purchase CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares, all as applicable and without duplication); or

(c)

issues or distributes to the holders of the then outstanding CSAC Subordinate Voting Shares:

(i)

shares or securities of CSAC of any class other than CSAC Subordinate Voting Shares;

(ii)

rights, options or warrants other than those referred to in Subsection 12.1(b);

(iii)

evidences of indebtedness of CSAC; or

(iv)

assets of CSAC,

the Corporation will provide at least five Business Days prior notice to the holders of Exchangeable Shares and will ensure that the economic equivalent on a per share basis of such CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares, all as applicable and without duplication.

12.2         In the event that CSAC, without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11.2,

(a)

subdivides, redivides or changes the then outstanding CSAC Subordinate Voting Shares into a greater number of CSAC Subordinate Voting Shares;

(b)

reduces, combines, consolidates or changes the then outstanding CSAC Subordinate Voting Shares into a lesser number of CSAC Subordinate Voting Shares; or

(c)

reclassifies or otherwise changes the CSAC Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the CSAC Subordinate Voting Shares,

the Corporation will ensure that the same or an economically equivalent change as effected in respect of the CSAC Subordinate Voting Shares shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares such that the economic equivalency of the CSAC Subordinate Voting Shares and the Exchangeable Shares is maintained. Notwithstanding any other provision in these share provisions, this Article 12 shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Section 11.2.

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ARTICLE 13

LEGEND, WITHHOLDING RIGHTS; SPECIFIED AMOUNT

13.1         Legend. The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors with respect to the provisions of the Support Agreement and the Exchange Rights Agreement.

13.2         Acknowledgement. Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favor of CSAC, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares, as the case may be, and to be bound thereby in favor of CSAC as therein provided.

13.3         Withholding Rights. Each of the Corporation, CSAC and their Affiliates shall be entitled to deduct and withhold from any dividend or other amount otherwise payable to any holder of Exchangeable Shares such amounts as the Corporation, CSAC or such Affiliate is required or permitted (to the extent that absent such permitted withholding, the payor would be liable for, or for amounts on account of, taxes, interest and/or penalties in connection with the payment) to deduct or withhold with respect to such payment under the Income Tax Act (Canada) (including without limitation section 116 and Part XIII thereof), the Code or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted when done to the appropriate taxing authority and reasonable documentation respecting such payment is provided to the holder of the Exchangeable Shares. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, subject to right of the holder of Exchangeable Shares as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, the Corporation, CSAC and their Affiliates are hereby authorized to sell or otherwise dispose of such portion of the non-cash consideration as is necessary to provide sufficient funds to the Corporation, CSAC or such of their Affiliates, as the case may be, to enable it to comply with such deduction or withholding requirement and the Corporation, CSAC or such of their Affiliates shall notify the holder thereof and remit to the holder any portion of the net proceeds of such sale not required or permitted to be deducted or withheld. All payments to be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling any non-cash consideration to satisfy tax obligations as provided for above, the Corporation, CSAC or its Affiliates, as applicable, shall notify the Exchangeable Shareholder that it shall be making the deductions or withholdings noted above and the Exchangeable Shareholder shall have the option to provide cash to the Corporation, CSAC or its Affiliates, as applicable, in an amount equal to the amounts to be withheld or deducted within three Business Days of delivery of the notice, in which case the Corporation, CSAC or its Affiliates, as applicable, shall not sell any non-cash consideration until such three (3) Business Day period had passed.

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ARTICLE 14
NOTICES

14.1         Any notice, request or other communication to be given to the Corporation by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by facsimile or by delivery to the principal executive office of the Corporation and addressed to the attention of the President of the Corporation. Any such notice, request or other communication, if given by mail, facsimile or delivery, shall only be deemed to have been given and received (i) on the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3^rd) Business Day after deposit in the national certified or prepaid mail.

14.2         Any presentation and surrender by a holder of Exchangeable Shares to the Corporation of certificates representing Exchangeable Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares shall be made by registered mail (postage prepaid) or by delivery to the principal executive office of the Corporation addressed to the attention of the President of the Corporation. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.

14.3          Any notice, request or other communication to be given to a holder of Exchangeable Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by delivery to the address of the holder recorded in the register of shareholders of the Corporation or, in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, shall be deemed to have been given and received on (i) the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3^rd) Business Day after deposit in the national certified or prepaid mail. Accidental failure or omission to give any notice, request or other communication to one or more holders of Exchangeable Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto except where such failure or omission has a material prejudicial effect in respect of the rights of that holder of the Exchangeable Shares.

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PART II

COMMON SHARE TERMS

The Common Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1            The defined terms and other provisions in Article 1 of Part I of these share terms shall also apply to this Part II. References to Sections made in this Part II are to Sections in this Part II, unless otherwise indicated.

ARTICLE 2
DIVIDENDS

2.1            A holder of a Common Share shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A holder of a Common Share shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Common Share equivalent to each dividend or other distribution declared on each Exchangeable Share. A holder of a Common Share shall be entitled to receive, and the Board of Directors shall declare a dividend or other distribution on each Common Share:

(a)

in the case of a cash dividend or distribution declared on the CSAC Subordinate Voting Shares, in an aggregate amount in cash for each Common Share as is equal in U.S. dollars, or the Canadian Dollar Equivalent thereof on the CSAC Distribution Declaration Date, in each case, to the cash dividend or distribution declared on the CSAC Subordinate Voting Shares, as applicable and without duplication;

(b)

in the case of a stock dividend or distribution declared on the CSAC Subordinate Voting Shares to be paid in CSAC Subordinate Voting Shares, by the payment by the Corporation of cash in an amount that is economically equivalent (as determined by the Board of Directors) to the number of CSAC Subordinate Voting Shares to be paid on each CSAC Subordinate Voting Share, as applicable and without duplication;

(c)

In the case of a dividend or distribution declared on the CSAC Subordinate Voting Shares to be paid in property other than cash or CSAC Subordinate Voting Shares, in such type and amount of property for each Common Share as is the same as or economically equivalent (as determined by the Board of Directors) to the type and aggregate amount of property declared as a dividend or distribution on the CSAC Subordinate Voting Shares, as applicable and without duplication.

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2.2            Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Subsection 2.1(a) and the sending of such a check to each holder of a Common Share, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the holder of Common Shares shall be issued or transferred in respect of any stock dividends or distributions of Exchangeable Shares contemplated by Subsection 2.1(b) and the sending of such a certificate to each holder of a Common Share, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Exchangeable Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Subsection 2.1(a) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each holder of a Common Share shall satisfy the dividend or distribution represented thereby. No holder of a Common Share shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid.

2.3            Record and Payment Dates. The record date for the determination of the holders of Common Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Common Shares under Section 2.1 shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the Exchangeable Shares, as applicable.

2.4            Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Common Shares under Section 2.1, the dividends or distributions are not paid in full on all of the Common Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly applicable to the payment of such dividend or distribution.

2.5            Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2, and shall provide the Common Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 3.1, 5.1 and 5.2.

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ARTICLE 3

VOTING RIGHTS

3.1            The holders of the Common Shares shall be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and shall be entitled to one vote in respect of each Common Share held at such meetings, except a meeting of holders of a particular class or series of shares other than the Common Shares who are entitled to vote separately as a class or series at such meeting.

ARTICLE 4

LIQUIDATION, DISSOLUTION OR WINDING-UP

  In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the property or assets of the Corporation among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary, the holders of the Common Shares shall, subject to the rights of the holders of the Exchangeable Shares under Section 6.1 of Part I of these share terms in respect of any such distribution on liquidation, dissolution or winding-up of the Corporation or other distribution of its property or assets among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary, be entitled to receive the remaining property and assets of the Corporation, except that the holders of Common Shares shall first be entitled to receive:

(a)

unless corresponding equivalent dividends have already been declared and have been or will be paid on the Common Shares, the aggregate amount of all cash dividends or other cash distributions declared and paid by CSAC on a CSAC Subordinate Voting Share from the time that the Common Shares were first issued to the effective time of any such action, payable in U.S. dollars or the Canadian Dollar Equivalent by means of a cheque payable at any branch of the bankers of the payor; plus

(b)

unless corresponding equivalent dividends have already been declared and have been or will be paid on the Common Shares, the aggregate amount of all declared and paid non-cash dividends or other non-cash distributions by CSAC on a CSAC Subordinate Voting Share from the time that the Common Shares were first issued to the effective time of any such action, payable by means of a cheque payable at any branch of the bankers of the payor in an amount equal to the fair market value of the property distributed in payment of such non-cash dividends by CSAC on the effective date of the relevant action in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of such non-cash items.

The rights of holders of Common Shares under this Section 4.1 to receive unpaid dividends and distributions shall rank pari passu with the rights of the holders of Exchangeable Shares to receive unpaid dividends and distributions (as defined in subsections (a) and (b) of the definition of Exchangeable Share Consideration) under Section 6.1 of Part I of these share terms.

- 21 -

ARTICLE 5

RECIPROCAL CHANGES, ETC. IN RESPECT OF

CSAC SUBORDINATE VOTING SHARES

5.1            Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan, in the event that CSAC, without the prior approval of the Corporation and the prior approval of the holders of the Common Shares,

(a)

(i)            an issue of CSAC Subordinate Voting Shares pursuant to a distribution to which Section 2.1(b) applies, or

(ii)           an issue of CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) to holders of CSAC Subordinate Voting Shares who exercise an option to receive dividends of CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the holders of Common Shares shall receive the same option to either receive such cash dividends pursuant to Section 2.1(a) or receive dividends of CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares) or have their Common Shares adjusted pursuant to Section 2.1(b);

(b)

(c)

issues or distributes to the holders of the then outstanding CSAC Subordinate Voting Shares:

(i)

shares or securities of CSAC of any class other than CSAC Subordinate Voting Shares;

(ii)

rights, options or warrants other than those referred to in Subsection 5.1(b);

(iii)

evidences of indebtedness of CSAC; or

(iv)

assets of CSAC,

- 22 -

the Corporation will provide at least five Business Days prior notice to the holders of Common Shares and will ensure that the economic equivalent on a per share basis of such CSAC Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire CSAC Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Common Shares, all as applicable and without duplication.

5.2            In the event that CSAC, without the prior approval of the Corporation and the prior approval of the holders of the Common Shares,

(a)

subdivides, redivides or changes the then outstanding CSAC Subordinate Voting Shares into a greater number of CSAC Subordinate Voting Shares;

(b)

reduces, combines, consolidates or changes the then outstanding CSAC Subordinate Voting Shares into a lesser number of CSAC Subordinate Voting Shares; or

(c)

reclassifies or otherwise changes the CSAC Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the CSAC Subordinate Voting Shares,

the Corporation will ensure that the same or an economically equivalent change as effected in respect of the CSAC Subordinate Voting Shares shall simultaneously be made to, or in, the rights of the holders of the Common Shares. Notwithstanding any other provision in these share provisions, this Article 4 shall not be changed without the approval of the holders of the Exchangeable Shares.

PART III

GENERAL

Notwithstanding any provisions in these Articles of Incorporation, the Exchange Rights Agreement and the Support Agreement to the contrary, no shareholder shall receive duplicate rights and privileges upon the occurrence of the same event. For example, if a cash dividend is declared on the CSAC Subordinated Voting Shares, then the holders of Exchangeable Shares shall receive a comparable cash dividend under Section 3.1 of Part I. They shall not receive a second cash dividend under Section 3.1 of Part I because a cash dividend was also triggered on the Common Shares under Section 2.1 of Part II arising from the same cash dividend declared on the CSAC Subordinated Voting Shares. This prohibition on duplication applies to both the Exchangeable Shares and Common Shares and with respect to all dividends, distributions, rights offerings, stock splits, consolidations, recapitalization, reorganizations and any other right or privilege applicable to them.

EXHIBIT A

RETRACTION REQUEST

TO:          CSAC Acquisition Inc. (“Exchangeco”)

THIS NOTICE is given pursuant to Article 7 of the provisions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of Exchangeco represented by the certificate attached hereto (the “Certificate”) and all capitalized words and expressions used in this notice that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions.

¨           all share(s) represented by the Certificate; or

¨             share(s) only represented by the Certificate.

THE UNDERSIGNED hereby notifies Exchangeco that the Retraction Date shall be   .

NOTE:

The Retraction Date must be a Business Day and must not be less than 5 Business Days nor more than 20 Business Days after the date upon which this notice is received by Exchangeco. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 20^thBusiness Day after the date on which this notice is received by Exchangeco.

THE UNDERSIGNED acknowledges the overriding Retraction Call Right of CSAC to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to CSAC in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Purchase Price (as defined in the Exchange Rights Agreement) and on the other terms and conditions set out in Article 5 of the Exchange Rights Agreement. This Retraction Request, and this offer to sell the Retracted Shares to CSAC, may be revoked and withdrawn by the undersigned only by notice in writing given to Exchangeco at any time before the close of business on the Business Day immediately preceding the Retraction Date.

THE UNDERSIGNED acknowledges that if, as a result of solvency provisions of applicable law, Exchangeco is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchangeable Shareholders’ Put Right (as defined in the Exchange Rights Agreement) so as to require CSAC to purchase the unredeemed Retracted Shares.

THE UNDERSIGNED hereby represents and warrants to Exchangeco and its Affiliates that the undersigned:

¨ is; or               ¨ is not

A- 24

THE UNDERSIGNED hereby represents and warrants to Exchangeco, CSAC and their Affiliates that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by Exchangeco, CSAC or any of their Affiliates, as the case may be, free and clear of all liens, hypothecs, claims and encumbrances.


(Date)		(Signature of Shareholder)		(Guarantee of Signature)

Please check box if the securities and any check(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder at the principal executive office of Exchangeco, failing which the securities and any check(s) will be delivered by courier to the last address of the shareholder as it appears on the register.

NOTE:

This panel must be completed and the Certificate, together with such additional documents as Exchangeco may require, must be deposited with Exchangeco. The securities and any check(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Exchangeco and the securities and any check(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed.

Date:

Name of Person in Whose Name Securities or Check(s) 
are to be Registered, Issued or Delivered (please print):

Street Address or P.O. Box:

Signature of Shareholder:

City, Province/State and Postal/Zip Code:

Signature Guaranteed by:

A- 25

NOTE:

If this Retraction Request is for less than all of the shares represented by the Certificate, a certificate representing the remaining share(s) of Exchangeco represented by this Certificate will be issued and registered in the name of the shareholder as it appears on the register of Exchangeco.

Exhibit T3A-18

Savanah Kelley 801 US HIGHWAY 1 North Palm Beach, FL 33408, USA Work Order #: W2020071403621 July 14, 2020 Receipt Version: 1 Special Handling Instructions: Submitter ID: 226417 Charges Description Filing Number Filing Date/Time Filing Status Qty Price Amount Annual List 20200782073 7/14/2020 6:13:51 AM Approved 1 $700.00 $700.00 Total $700.00 Payments Type Description Payment Status Amount Credit Card 5947324183166697104076 Success $700.00 Total $700.00 Credit Balance: $0.00 BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings & Notary Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 Savanah Kelley 801 US HIGHWAY 1 North Palm Beach, FL 33408, USA

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Annual or Amended List and State Business License Application ANNUAL AMENDED (check one) List of Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: CSAC ACQUISITION INC. NV20181667578 NAME OF ENTITY Entity or Nevada Business Identification Number (NVID) TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT IMPORTANT: Read instructions before completing and returning this form. Please indicate the entity type (check only one): Corporation This corporation is publicly traded, the Central Index Key number is: Nonprofit Corporation (see nonprofit sections below) Limited-Liability Company Limited Partnership Limited-Liability Partnership Limited-Liability Limited Partnership Business Trust Corporation Sole Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page. CHECK ONLY IF APPLICABLE Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity 006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming an exemption under 501(c) designation must indicate by checking box below. Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee. Exemption Code 002 For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license. Unit-owners' Association Religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. $501(c) For nonprofit entities formed under NRS Chapter 82 and 80:Charitable Solicitation Information - check applicable box Does the Organization intend to solicit charitable or tax deductible contributions? No - no additional form is required Yes - the "Charitable Solicitation Registration Statement" is required. The Organization claims exemption pursuant to NRS 82A 210 - the "Exemption From Charitable Solicitation Registration Statement" is required **Failure to include the required statement form will result in rejection of the filing and could result in late fees.** page 1 of 3 Filed in the Office of Secretary of State State Of Nevada Business Number E0436382018-4 Filing Number 20211296042 Filed On 03/10/2021 05:57:22 AM Number of Pages 3

Name CHRIS BURGGRAEVE Country USA Address 590 MADISON AVE., 26TH FL. City NEW YORK State NY Zip/Postal Code 10022 CORPORATION, INDICATE THE CEO - CHIEF EXECUTIVE OFFICER: Name JONATHAN SANDELMAN Country USA Address 520 MADISON AVE., 26TH FL. City NEW YORK State NY Zip/Postal Code 10022 None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. X JONATHAN SANDELMAN Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Subscriber, Member, Owner of Business, Partner or Authorized Signer FORM WILL BE RETURNED IF UNSIGNED Title President Date 03/10/2021 page 3 of 3

Business Entity - Filing Acknowledgement 07/14/2020 Work Order Item Number: W2020071403621 - 695302 Filing Number: 20200782073 Filing Type: Annual List Filing Date/Time: 07/14/2020 06:13:51 AM Filing Page(s): 3 Indexed Entity Information: Entity ID: E0436382018-4 Entity Name: CSAC ACQUISITION INC. Entity Status: Active Expiration Date: None Commercial Registered Agent CORPORATE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

NEVADA STATE BUSINESS LICENSE CSAC ACQUISITION INC. Nevada Business Identification # NV20181667578 Expiration Date: 09/30/2021 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B20200714923143 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 07/14/2020. BARBARA K. CEGAVSKE Secretary of State

Exhibit T3A-19

....... ,,I1 \;cR\87"ARy OF S'v TA TE n U ..~"w»»» r~ 1I'l1ll al I !1' . i i 1 71 ?"*'-- - .. 6 QP NY. CORPORATE CHARTER , Barbara K. Cegavske, the duly elected and qualified Nevada Secretary of State, do hereby certify that CSAC ACQUISITION MA CORP., did on January 15, 2019, file in this office the original Articles of Incorporation; that said Articles of Incorporation is now on File and of record in the 0 ce of the Secretary of State of the State of Nevada_, and further, that said Articles contain all the provisions required by the law of said State of Nevada IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on January I5, 2019. 1 Certified By: Electronic Filing Certificate Number: C20190115-1005 Barbara K. Cegavske Secretary of State r. h

Filed in the office of w6m».K.65mz. Barbara K. Cegavske Secretary of State State oflNevada Document Number 20190018897-15 Filing Date and :Pima 01/15/2019 11:09 AM Entity Number E0020562019-5 Articles of Incorporation (PURSUANT TD NRS CHAPTER 78) 1. Name of Corporation : ICSAC ACQUISITION MA CORP. i I -¢q-¢.-r¢ -- . ,». , ua ._--.¢ a u u _*_--..*- - -4 _ . » . -_ - - --. -.¢ .n .. , _u-l. - _ _ s u n -ln-q.| n . ....*- . -- _ l-n- -h _9 .- -- *-- --r nn.. _-_.____.| 2. Registered Agent for Service of Process' (check only one box) Commercial Registered Agent: Name GH Noncommercial Registered Agent (name and address below) Office or Position with Entity (name and. address below) Name of Noncommercial Registered Agent OR J Name of Title of Office or Other Position with Entity N e v a d a Street Address City Zip Code I 3 i 3; L City N e v a d a Mailing Address (if different from street address) Zip Code 3. Authorized Stock: (number or shares corporation is authorized to issue) 7 5 0 8 8 e . a a @ 1 o L e Num ber of s hares »~ without ,.i par value: .5 Par val ue per share: $ Num ber of shares with par value: 1) CHARLIE MILES i - ».. ~uu.»wwn»ww ,......w....¢..».+..u. ».~»»m»» » . »ww"»»w~»_~»mm».n* .».H.......». »».»» [NEW YORK City ~»,¢».~mw..wn.*.~».» »».»uw m..-..».»..m. ..-am. . .. ..»..-._»-4» wwwmmmmww--»mu.www»w»»»uw num. - .-.....-,,.....~...¢... ....~»»w .. " . . . . . _ . - - ~ . - » . . . - NY E 8 --1M State 1 @ @ ; ; Zip Code NY [1-9322 J State Zip Code ?_" ._.,._--- N al " f | € - »» -V u. ..» 598 WIDISGN AVE. ZQT H FL . Street Address 2) KAMALDEEP {3;NDAL _ Name . _ _._.. _ 5gq_3AQ;§on AVE. , 26T§FL. Street Address M NEW -!Q3K-- City 5. Purpose: (optional; required only if Benefit Corporation status selected) V The Qgjpose of the corporation shall be: ANY LEGAL PURPOSE 8. Benefit Corporation: (see instructions). Yes 7. Name, Address and Signature of lneorporator~ (attach additional page if more than one incorporator) X DEBORAH KALSTEK DEBORA_4* KALSTEK-SEE ATTACHEQ_ Name Incorporator Signature STE. BUFFALQ___ ¥ ....J NY I declare, to the best of my knowledge under penalty of periufy, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category c felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. Honcson Rush LLP ]40 PEARL ST. Address City Stale 1 4 2 8 ; Zip Code 8. Certificate of Acceptance of Appointment of Registered Agent' I hereby accept appointment as Registered Agent for the above named Entity. X 1/15/2819 Date CORPORATE CREATIONS NETWORK INC . Authorized signature of Registered Agent or On Behalf of Registered Agent Entity IIIIIIIIIIIIII II BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 -4201 (775)684-5708 Website: www.nvsos.gov *040105* (This document was filed el&ctronica1iy. J USE BLACK !NK ONLY u DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY 4. names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age; almach additional page if more than two directors/truslees) This form must be accompanied by appropriate fees. Nevada Secretary of State NRS va Arlicies Revised: 1-5-15

»,,* ENTITY NAME: 3, CSACACQUISITIUN MA CORP. FOREIGNAME TRANSLATION: NOTAPPLICABLE PURPOSt=3 ANYLEGAL PURPOSE RZG1STB141ED MBNT NAME: CORPORATE CREATIONS NETWORK INC. STREET ADDRESS: NOTAPPLICABLE MAILINGADDRESS: NOTAPPLICABLE ADDITIONAL DIRECTORS TRUSTEES JOHNATHAN SANDELMPJJ 590 MADISON AVE., 26TH FL. NEW YORK, NY 10022 MARK SMITH 590 MADISON AVE., 26TH FL. NEW' YORK, NY 10022 a , . _¢DDITi@N33_LIN.CORPORgTgR3 4,,, . Ii DEBORJAH KALSTEK HODGSON RUSS LLP, 140 PEARL ST., STE. 100 BUFFALO, NY 14202 Articles of Incorporation CONTIIVUED Irzeludes data fluff is We long raft in rke_/ielkis an faze NRS 78 Farm and all additional direc£ofv?Jus.¢£ees and incorpormtars r l PAGE 2

Exhibit T3A-20

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FINAL FORM

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CSAC ACQUISITION MA II CORP.

CSAC Acquisition MA II Corp. (the “Corporation”), a Nevada corporation, hereby amends and restates its Articles of Incorporation to embody in one document its original articles and the subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised Statutes (the “NRS”).

These Amended and Restated Articles of Incorporation (these “Articles of Incorporation”) were approved and adopted by the board of directors of the Corporation (the “Board of Directors”) by written consent on February 4, 2022. Upon the recommendation of the Board, the sole shareholder of the Corporation, holding all of the voting power, approved and adopted these Articles of Incorporation by written consent on February 4, 2022. As a result, these Articles of Incorporation were authorized and adopted in accordance with the NRS.

These Articles of Incorporation correctly set forth the text of the Corporation’s Articles of Incorporation as amended up to and by these Articles of Incorporation.

1.1           Name. The name of the Corporation is CSAC Acquisition MA II Corp.

1.2           Registered Office and Registered Agent. The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

1.3           Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.

1.4           Authorized Capital. The total number of all classes of stock which the Corporation shall have the authority to issue is 210,000,000 common shares, $0.000001 par value, of which 110,000,000 shares are hereby designated Class A voting non-exchangeable common shares, $0.000001 par value, and 100,000,000 shares are hereby designated Class B non-voting exchangeable common shares, $0.000001 par value. Effective upon the filing of this Articles of Incorporation, as the same may be amended from time to time, each issued and outstanding share of Common Stock, $0.000001 par value, shall be reconstituted automatically and without any further action by the Corporation or any of the Corporation’s stockholders into one share of Class A voting non-exchangeable common shares, $0.000001 par value.

1.5           Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal bylaws of the Corporation (the “Bylaws”).

1.6           Limitation of Directors’ Liability; Indemnification. The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted by law. The Corporation is authorized to indemnify (and advance expenses to) its directors and officers to the fullest extent permitted by law. Neither the amendment, modification or repeal of these Articles of Incorporation nor the adoption of any provision in these Articles of Incorporation inconsistent with these Articles of Incorporation shall adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption.

1.7           Elections of Directors. The Board of Directors shall be elected or appointed in such manner as shall be provided in the Bylaws, as amended from time to time. Except as otherwise fixed or provided for pursuant to the provisions of these Articles of Incorporation, the number of directors may be changed from time to time in the manner provided in the Bylaws.

1.8           Additional Terms. Part I (Class B Share Provisions), Part II (Class A Share Provisions) and Part III (General) and Exhibit A (Form of Retraction Request), attached hereto, form a part of these Articles of Incorporation for all purposes.

PART I

CLASS B SHARE PROVISIONS

The Class B Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1           Definitions. In these share provisions, the following terms shall have the following meanings:

“Additional Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Affiliate” has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended, but the Class B Shareholders that are parties to the Exchange Rights Agreement shall not be deemed to be Affiliates of Parent or the Corporation solely as a result of being a party to such Exchange Rights Agreement.

“Appraiser” has the meaning ascribed thereto in Section 3.5.

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of New York, New York.

“Canadian Dollar Equivalent” means in respect of an amount expressed in U.S. Dollars at any date, the product obtained by multiplying:

(a)

the US Dollar amount by,

(b)

the average US Dollar/Canadian Dollar daily exchange rate as published by the Bank of Canada for the period of five Business Days prior to the date of conversion.

For the avoidance of doubt, and for purposes of illustration only, the daily exchange rate as published by the Bank of Canada as on September 1, 2021 with respect to the US Dollar was 1.2607 such that, if the US Dollar amount is $10,000,000, the Canadian Dollar Equivalent as of September 1, 2021 would equal $10,000,000 x 1.2607, thus: C$12,607,000.

“Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Class A Shareholder(s)” means the holders of Class A Shares shown from time to time in the register maintained by or on behalf of the Corporation.

“Class A Shares” means the Class A voting non-exchangeable common shares in the capital of the Corporation and any other securities into which such shares may be changed.

“Class B Shareholder(s)” means the holders of Class B Shares shown from time to time in the register maintained by or on behalf of the Corporation.

“Class B Share Consideration” means, with respect to each Class B Share, for any acquisition, redemption or retraction of, or distribution of assets of the Corporation in respect of the Class B Share (any such event, “Exchange Event”) the aggregate of the following:

(a)

one Parent Subordinate Voting Share; plus

(b)

the amount of any cash dividends or other cash distributions on the Class B Share which have been declared (or required to have been declared) but not yet paid as of the effective time of such Exchange Event, such sum payable in U.S. dollars or (only if payable to a Class B Shareholder who is a Canadian resident) the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor (such sum, the “Cash Dividend Amount”); plus

(c)

the aggregate fair market value of any non-cash dividends or other non-cash distributions on the Class B Shares which have been declared but not yet paid as of the effective time of such Exchange Event, such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or (only if payable to a Class B Shareholder who is a Canadian resident) the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum (such sum, the “Non-Cash Dividend Amount” and together with the Cash Dividend Amount, the “Additional Amount”);

provided that such consideration shall be paid less any amounts on account of tax properly withheld in accordance with Section 13.3. For greater certainty, in no event shall a Class B Shareholder be entitled to receive or demand any consideration in connection with the acquisition, redemption, or retraction of, or distribution of the assets of the Corporation in respect of, any Class B Shares, other than the Class B Share Consideration payable in accordance with Article 5.

“Class B Shareholders’ Put Right” means the right of the Class B Shareholders to require Parent to purchase all or any part of the Class B Shares held by such Class B Shareholder, as more particularly described in, and in accordance with, the Exchange Rights Agreement.

“Class B Shares” mean the Class B non-voting exchangeable common shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein.

“Closing Date” has the meaning ascribed thereto in the Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Constating Documents” means the Articles of Incorporation and Bylaws, as amended from time to time.

“Control Transaction” means any of the following:

(d)

any person or group of persons acting jointly or in concert (within the meaning of National Instrument 62-104 — Take-Over Bids and Special Transactions) (“NI 62-104”) acquires, directly or indirectly, control (as defined in NI 62-104) of Parent;

(e)

(f)

“Corporation” has the meaning ascribed thereto in the preamble.

“Dispute Notice” has the meaning ascribed thereto in Section 3.5.

“Exchange Rights Agreement” means the exchange rights agreement among Parent, the Corporation and the holders of the Class B Shares setting out the terms and conditions relating to the exchange of the Class B Shares for Parent Subordinate Voting Shares, as it may be amended from time to time.

“Governmental Entity” means (i) any multinational, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Insolvency Event” means (i) the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be liquidated, dissolved or wound-up, (ii) the consent of the Corporation to the institution of bankruptcy, insolvency, liquidation, dissolution or winding up proceedings against it, or the filing of a petition, answer or consent seeking liquidation, dissolution or winding up under any bankruptcy, insolvency or analogous laws in any jurisdiction, and the failure by the Corporation to contest in good faith any such proceedings instituted by any Person other than the Corporation commenced in respect of the Corporation within thirty (30) days after becoming aware thereof, (iii) the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or the making by the Corporation of a general assignment for the benefit of creditors, (iv) the admission in writing by the Corporation of its inability to pay its debts generally as they become due, or (v) the Corporation not being permitted, pursuant to solvency requirements of applicable law, to purchase any Retracted Shares pursuant to these share provisions.

“Liquidation Amount” has the meaning ascribed thereto in Section 6.1.

“Liquidation Call Right” means the overriding right of Parent, in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 6, to purchase from all, but not less than all, of the Class B Shareholders (other than any Class B Shareholders which is an Affiliate of Parent) on the Liquidation Date all, but not less than all, of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement.

“Liquidation Date” has the meaning ascribed thereto in Section 6.1.

“Non-Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Parent” means Ayr Wellness Inc., a corporation organized under the laws of the Province of British Columbia, and any successor corporation.

“Parent Distribution Declaration Date” means the date on which the Board of Directors of Parent declares any dividend or other distribution on the Parent Subordinate Voting Shares.

“Parent Subordinate Voting Shares” means the subordinate voting shares of Parent and shall include the Restricted Voting Shares (as defined in the Parent’s articles, as amended) and the Limited Voting Shares (as defined in the Parent’s articles, as amended), and any such other securities into which such shares may be converted or for which such shares may be exchanged.

“Purchase Agreement” means the Equity Purchase Agreement, dated August _, 2021, by and among, inter alia, Parent, the Corporation, Cultivauna, LLC, d/b/a Levia, a Massachusetts limited liability company, the sellers signatory thereto, and Matthew Melander as shareholders’ representative, as amended or amended and restated from time to time.

“Redemption Call Right” means the overriding right of Parent, notwithstanding the proposed redemption of the Class B Shares by the Corporation pursuant to Article 8, to purchase from all but not less than all of the Class B Shareholders (other than any Class B Shareholders which is an Affiliate of Parent) on the Redemption Date all but not less than all of the Class B Shares held by each such holder, as more particularly described in the Exchange Rights Agreement.

“Redemption Date” means the date, if any, established by the Board of Directors in connection with the occurrence of a Redemption Event, for the redemption by the Corporation of all but not less than all of the outstanding Class B Shares pursuant to Article 8 in accordance with the terms hereof; provided, however, that the Redemption Date, if established, shall not be later than thirty (30) days after the occurrence of such Redemption Event (except in the case of a Redemption Event set forth in clause (d) of the definition thereof, in which case the Redemption Date shall occur not later than thirty (30) days after the Corporation’s delivery of the Shareholder Redemption Notice, subject to Section 8.2).

“Redemption Event” means (a) the occurrence of a Control Transaction where the Board of Directors determines, in good faith, that it is not reasonably practicable to substantially replicate or modify the terms and conditions of the Class B Shares in connection with such Control Transaction or that the redemption of all but not less than all of the outstanding Class B Shares is necessary to enable the completion of such Control Transaction in accordance with its terms, (b) the occurrence of an Insolvency Event, (c) the day upon which U.S. tax legislation is amended and becomes effective such that all U.S. resident Class B Shareholders may receive Parent Subordinate Voting Shares in exchange for their Class B Shares on a tax deferred basis for U.S. income tax purposes, or (d) it is the seventh anniversary of the Closing Date or any date thereafter.

“Redemption Notice” has the meaning ascribed thereto in Section 8.2.

“Redemption Price” has the meaning ascribed thereto in Section 8.1.

“Resident” means a Person who is a resident of the United States for purposes of the Code or, if a partnership, all of whose partners are Residents.

“Retracted Shares” has the meaning ascribed thereto in Section 7.1(a).

“Retraction Call Right” has the meaning ascribed thereto in Section 7.1(c).

“Retraction Date” has the meaning ascribed thereto in Section 7.1(b).

“Retraction Price” has the meaning ascribed thereto in Section 7.1.

“Retraction Request” has the meaning ascribed thereto in Section 7.1.

“Sellers’ Representative” has the meaning ascribed thereto in the definition of Purchase Agreement.

“Shareholder Redemption Notice” has the meaning ascribed thereto in Section 8.2(b).

1.2           Headings; Article and Section References. The division of these share provisions into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these share provisions. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section of these share provisions. Unless otherwise specified or required by context, the terms “these share provisions”, “hereof, “herein” and “hereunder” and similar expressions refer to these Class B Share provisions and the Class A Share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3           Number and Gender. Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4           Business Days. If any date on which any action is required to be taken under these share provisions is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

ARTICLE 2

RANKING OF CLASS B SHARES

2.1           Ranking. Except for the exchange features and related rights of the Class B Shares and the fact that the Class B Shares are non-voting, the Class B Shares shall rank pari passu with the Class A Shares.

ARTICLE 3
DIVIDENDS

3.1           Dividends. A Class B Shareholder shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A Class B Shareholder shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class B Share equivalent to each dividend or other distribution declared on each Class A Share other than dividends or distributions declared on Class A Shares as a corresponding dividend from dividends or distributions declared on Parent Subordinate Voting Shares. No dividend shall be paid by the Corporation on the Class B Shares unless an equal per share dividend is paid by Parent on the Parent Subordinate Voting Shares.

3.3           Record and Payment Dates. The record date for the determination of the Class B Shareholders entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class B Shares under Section 3.1 shall be determined by the Board of Directors in accordance with Section 7.2 of the Bylaws.

3.4           Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class B Shares under Section 3.1 due to solvency requirement of the provisions of applicable law, the dividends or distributions are not paid in full on all of the Class B Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property properly to make payment of such dividend or distribution n in satisfaction of such solvency requirements and in compliance with such applicable law.

3.5           Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2, and shall provide the Class B Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 3.1, 12.1 and 12.2. Notwithstanding anything to the contrary in these share provisions, within (10) Business Days following the delivery of the written determination of economic equivalence to the Class B Shareholders, the Sellers’ Representative may dispute such determination by written notice to the Board of Directors (the “Dispute Notice”). If the Dispute Notice is so given, the Sellers’ Representative, on the one hand, and the Board of Directors, on the other hand, shall jointly select an appraiser which shall be an independent, nationally recognized firm of chartered professional accountants (the “Appraiser”) who shall determine the economic equivalence; provided, however, that if the Sellers’ Representative and the Board of Directors cannot agree upon a single appraiser, MGO LLP shall be the Appraiser for purposes of this Section 3.5. The Appraiser shall conduct such independent procedures and investigations as the Appraiser shall deem necessary in order to form an opinion as to the economic equivalence and shall give written notice within thirty (30) days of its appointment as Appraiser of its determination to the Sellers’ Representative and the Board of Directors. Such determination shall be final and binding upon the Class B Shareholders and the Corporation, absent manifest error. The fees of the Appraiser shall be borne by the Class B Shareholders, on the one hand, and the Corporation, on the other hand, in such amount(s) as will be determined by the Appraiser based on the proportion that the aggregate dollar amount of disputed items submitted to the Appraiser that is unsuccessfully disputed by the Sellers’ Representative, on the one hand, or the Corporation, on the other hand, as determined by the Appraiser, bears to the total amount of such disputed items so referred to the Appraiser for resolution.

ARTICLE 4

CERTAIN RESTRICTIONS

4.1           Certain Restrictions. So long as any of the Class B Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the Class B Shareholders (excluding Class B Shares held by Parent or any Affiliate of Parent) given as specified in Section 11.2:

(a)

amend the Constating Documents; or

(b)

ARTICLE 5

PAYMENT OF THE CLASS B SHARE CONSIDERATION

5.1           Payment of the Class B Share Consideration. For all purposes of these rights, privileges, restrictions and conditions attaching to the Class B Shares, payment of the Class B Share Consideration (including payment of the Additional Amount, if any) in respect of each Class B Share shall be made by causing to be issued or transferred to each Class B Shareholder a Parent Subordinate Voting Share (which share shall be fully paid and shall be free and clear of any lien, claims or encumbrance) plus delivering a check of the Corporation in respect of the Additional Amount, if any, and in all cases, less any amounts on account of tax properly withheld in accordance with Section 13.3. In connection with such issuance or transfer of such Parent Subordinate Voting Share, such holder will, in Parent’s discretion as to physical or electronic form, (i) receive, at the address of such holder recorded in the register of shareholders of the Corporation for the Class B Shares or, if requested by the holder, by holding for pick-up by such holder at the principal executive office of the Corporation a physical share certificate representing such Parent Subordinate Voting Share, or (ii) have such Parent Subordinate Voting Share registered on an uncertificated basis in the direct registration system (“DRS”) maintained by Parent’s transfer agent in the name of such Class B Shareholder.

ARTICLE 6

DISTRIBUTION ON LIQUIDATION

6.1           Liquidation Rights. Subject to applicable law and the due exercise by Parent of its Liquidation Call Right, in the event of a Liquidation Event (as defined in Part II, Section 4.1), a Class B Shareholders shall be entitled to receive in respect of each Class B Share held by such holder on the effective date (the “Liquidation Date”) of such Liquidation Event, before any other distribution of any part of the assets of the Corporation, an amount per Class B Share equal to the Class B Share Consideration applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), except that the Class A Shares will have equivalent rights with respect to any unpaid dividends and distributions as set forth in Article 4 of Part II of these share provisions.

6.2           Payment and Delivery of Liquidation Amount. On or promptly after the Liquidation Date, and subject to the exercise by Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Class B Shares the Liquidation Amount for each such Class B Share upon presentation and surrender of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), a document (in the case of a holder who is a Resident) containing a representation and warranty that the holder is a Resident, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents, at the principal executive office of the Corporation. Payment of the total Liquidation Amount for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Liquidation Date, the holders of the Class B Shares shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Class B Shares shall not be made upon presentation and surrender of share certificates (or a lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, in which case the rights of the holders all remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. Concurrently with such Class B Shareholder ceasing to be a holder of such Class B Shares, such Class B Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Subordinate Voting Shares comprising part of the Class B Share Consideration, regardless of the date of delivery of the certificates or DRS confirmation to them or a custodian on their behalf.

6.3           Rights after Liquidation. After the Corporation has satisfied its obligations to pay the holders of the Class B Shares the total Liquidation Amount, such holders shall not be entitled, in respect of the Class B Shares, to share in any further distributions of the assets of the Corporation.

ARTICLE 7

RETRACTION OF CLASS B SHARES BY HOLDER

7.1           Retraction Rights. A Class B Shareholder shall be entitled, at any time and from time to time, subject to applicable law and the exercise by Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 7, to require the Corporation to redeem all or any portion of the Class B Shares registered in the name of such holder for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Retraction Date (the “Retraction Price”). To effect such redemption, the holder shall present and surrender at the principal executive office of the Corporation the certificate or certificates representing the Class B Shares which the holder desires to have the Corporation redeem (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents and such additional documents and instruments as the Corporation may reasonably require, together with a duly executed statement (the “Retraction Request”) in substantially the form of Exhibit A:

(a)

specifying that the holder desires to have all or a specified portion of the Class B Shares represented by such certificate or certificates (or a lost stock certificate affidavit in lieu thereof) (the “retracted Shares”) redeemed by the Corporation;

(b)

stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than five (5) Business Days nor more than twenty (20) Business Days after the date on which the Retraction Request is received by the Corporation, and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 20th Business Day after the date on which the Retraction Request is received by the Corporation;

(c)

acknowledging the overriding right (the “Retraction Call Right”) of Parent, pursuant to the Exchange Rights Agreement, to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right on the terms and conditions set out in Article 5 of the Exchange Rights Agreement; and

(d)

in the case of a holder who is a Resident, representing and warranting that the holder is a Resident.

7.2           Purchase by the Corporation. Subject to the exercise by Parent of the Retraction Call Right, upon receipt by the Corporation in the manner specified in Section 7.1 of a certificate or certificates representing the number of Retracted Shares (or a lost stock certificate affidavit in lieu thereof), together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Retraction Price. If only part of the Class B Shares represented by any certificate is redeemed (or purchased by Parent or any of its Affiliates pursuant to the Retraction Call Right), a new certificate for the balance of such Class B Shares to be retained by the Class B Shareholders shall be issued to the holder by the Corporation at the expense of the Corporation.

7.3           Payment of Retraction Price. The Corporation shall deliver the Retraction Price in accordance with the provisions of Article 5 and such delivery by the Corporation shall be deemed to be payment of and shall satisfy and discharge all liability for the total Retraction Price.

7.4            Rights after Retraction. On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Retraction Price per Class B Share, less any amounts on account of tax properly withheld accordance with applicable law and Section 13.3, unless upon presentation and surrender of certificates (or a lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, payment of the total Retraction Price payable to such holder shall not be made as provided in Section 7.3, in which case the rights of such holder shall remain unaffected until the total Retraction Price has been paid in the manner hereinbefore provided. Concurrently with such Class B Shareholder ceasing to be a holder of such Class B Shares, such Class B Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Subordinate Voting Shares comprising part of the Class B Share Consideration regardless of the date of delivery of the certificates or DRS confirmation to them or a custodian on their behalf.

7.5           Limitation on Retraction Rights. Notwithstanding any other provision of this Article 7, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Board of Directors determines that on any Retraction Date the Corporation would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to the next whole number of shares) as would not be contrary to such provisions and shall notify the holder at least two (2) Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, and more than one holder has duly delivered a Retraction Request, the Corporation shall redeem Retracted Shares in accordance with Section 7.2 on a pro rata basis and shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 7.2. Provided that the Retraction Request is not revoked by the holder in the manner specified in Section 7.6, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 7.2 as a result of solvency requirements or other provisions of applicable law shall be redeemed by giving the Retraction Request to require Parent to purchase such Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by Parent to such holder of the Retraction Price for each such Retracted Share pursuant to the Exchange Rights Agreement.

7.6           Withdrawal of Retraction Request. A Class B Shareholder who has submitted a Retraction Request may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw such holder’s Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to Parent shall be deemed to have been revoked.

ARTICLE 8

REDEMPTION OF CLASS B SHARES BY THE CORPORATION

8.1           Redemption Rights. Subject to applicable law, and provided Parent has not exercised the Redemption Call Right and the applicable Class B Shareholders have not exercised the Class B Shareholders’ Put Right, upon the occurrence of a Redemption Event the Corporation shall have the right to redeem all but not less than all of the then outstanding Class B Shares for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date (the “Redemption Price”).

8.2           Exercise of Redemption Rights. In the case of a proposed redemption by the Corporation of Class B Shares under this Article 8, the Corporation shall,

(a)

at least fifteen (15) days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), notify Parent in writing (the “Redemption Notice”) of the intention of the Corporation to redeem the Class B Shares; and

(b)

at least ten (10) days before the Redemption Date (other than a Redemption Date established in connection with a Control Transaction), send or cause to be sent to Parent and each Class B Shareholder a notice in writing (the “Shareholder Redemption Notice”) of the redemption by the Corporation of the Class B Shares held by such holder.

In the case of a Redemption Date established in connection with a Control Transaction, the Redemption Notice and the Shareholder Redemption Notice will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances (provided that at least ten (10) Business Days’ notice is given). In any such case, such notice shall set out the Redemption Date.

8.3           Payment and Delivery of Redemption Price. On the Redemption Date and subject to the exercise by Parent of the Redemption Call Right or the exercise of the Class B Shareholders’ Put Right, the Corporation shall cause to be delivered to the holders of the Class B Shares to be redeemed the Class B Share Consideration representing the full Redemption Price for each such Class B Share, upon presentation and surrender at the principal executive office of the Corporation of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under the applicable law and the Constating Documents and (in the case of a holder who is a Resident) a representation and warranty by such Class B Shareholder to be redeemed that such holder is a Resident. Payment of the total Redemption Price for such Class B Shares shall be made in accordance with the provisions of Article 5. On and after the Redemption Date, the holders of the Class B Shares called for redemption shall cease to be holders of such Class B Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3, unless payment of the total Redemption Price delivered to a holder for such Class B Shares shall not be made upon presentation and surrender of share certificates (or lost stock certificate affidavit in lieu thereof) in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore provided. Concurrently with such Class B Shareholder ceasing to be a holder of such Class B Shares, such Class B Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Subordinate Voting Shares comprising part of the Class B Share Consideration regardless of the date of delivery of the certificates or DRS confirmation to them or a custodian on their behalf.

ARTICLE 9

PURCHASE FOR CANCELLATION

9.1           Purchase for Cancellation. Subject to applicable law and at the option of the Class B Shareholders, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Class B Shares by private contract with any Class B Shareholder at any price agreed to between the Corporation and such Class B Shareholder.

ARTICLE 10

VOTING RIGHTS

10.1         Voting Rights. Except as required by applicable law and by Article 11 and 12, the holders of the Class B Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 11

AMENDMENT AND APPROVAL

11.1        Holder Approval. The rights, privileges, restrictions and conditions attaching to the Class B Shares and the Class A Shares, the Exchange Rights Agreement, and the covenants set forth in Article 14 hereof may be added to, changed or removed but only with the approval of the holders of the Class B Shares given as hereinafter specified.

11.2         Approval Process. Any approval given by the holders of the Class B Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares or the Class A Shares or otherwise satisfy the requirements of Section 4.1 shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast (excluding votes held by Parent or any Affiliate of Parent) on such resolution at a meeting of Class B Shareholders duly called and held at which the holders of at least 50% of the outstanding Class B Shares at that time are present or represented by proxy. If at any such meeting the holders of at least 50% of the outstanding Class B Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the Class B Shareholders present or represented by proxy thereat shall form a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Class B Shares. Notwithstanding anything to the contrary herein, any such approval or consent may be given without a meeting if, before the action, a written consent thereto is signed by Class B Shareholders holding not less than two-thirds of the voting power of the Class B Shares then outstanding.

ARTICLE 12

RECIPROCAL CHANGES, ETC. IN RESPECT OF

PARENT SUBORDINATE VOTING SHARES

12.1        Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan of the Corporation or Parent then in effect, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2,

(a)

issues or distributes Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to the holders of the then outstanding Parent Subordinate Voting Shares, as applicable and without duplication, by way of stock dividend or other distribution, other than an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends;

(b)

(c)

issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares:

(i)             shares or securities of Parent of any class other than Parent Subordinate Voting Shares;

(ii)            rights, options or warrants other than those referred to in Section 12.1(b); or

(iii)           evidences of indebtedness of Parent,

the Corporation will provide at least five (5) Business Days prior notice to the Class B Shareholders and will ensure that the economic equivalent (as determined by the Board of Directors in accordance with Section 3.5) on a per share basis of such Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class B Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the Class B Shareholders under this Section 12.1 unless an equivalent amount on a per share basis is issued or distributed to the Class A Shareholders under Section 5.1 of Part II.

12.2         In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class B Shares given in accordance with Section 11.2,

(a)

subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares;

(b)

reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or

(c)

reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, consolidation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares,

ARTICLE 13

LEGEND, WITHHOLDING RIGHTS; SPECIFIED AMOUNT

13.1         Legend. The certificates evidencing the Class B Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors with respect to the provisions of the Exchange Rights Agreement.

13.2         Acknowledgement. Each Class B Shareholder, whether of record or beneficial, by virtue of becoming and being such a holder, shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favor of Parent, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation, or the retraction or redemption of Class B Shares, as the case may be, and to be bound thereby in favor of Parent as therein provided.

13.3        Withholding Rights. Each of the Corporation and Parent shall be entitled to deduct and withhold from any dividend or other amount otherwise payable to any Class B Shareholder such amounts as the Corporation or Parent is required or permitted (to the extent that absent such permitted withholding, the payor would be liable for, or for amounts on account of, taxes, interest and/or penalties in connection with the payment) to deduct or withhold with respect to such payment under the Income Tax Act (Canada) (including without limitation Section 116 and Part XIII thereof), the Code or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Class B Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted when due to the appropriate taxing authority and reasonable documentation respecting such payment is provided to the Class B Shareholder. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, subject to right of the Class B Shareholder as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, the Corporation and Parent are hereby authorized to sell or otherwise dispose of such portion of the non-cash consideration as is necessary to provide sufficient funds to the Corporation, or Parent, as the case may be, to enable it to comply with such deduction withholding requirement and the Corporation or Parent shall notify the holder thereof and remit to the holder any portion of the net proceeds of such sale not required or permitted to be deducted or withheld. All payments to be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling any non-cash consideration to satisfy tax obligations as provided for above, the Corporation or Parent, as applicable, shall notify the Class B Shareholders that it shall be making the deductions or withholdings noted above and the Class B Shareholders shall have the option to provide cash to the Corporation or Parent, as applicable, in amount equal to the amounts to be withheld or deducted within three (3) Business Days of delivery of the notice, in which case the Corporation or Parent, as applicable, shall not sell any non-cash consideration until such three (3) Business Day period had passed.

ARTICLE 14
COVENANTS

14.1        The Corporation will take all such actions and do all such things as shall be necessary or advisable to perform and comply with and to ensure performance and compliance by Parent and the Corporation with all provisions of the Exchange Rights Agreement applicable to Parent and the Corporation, respectively, in accordance with the terms thereof including, without limitation, taking all such actions and doing all such things as shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of the Corporation all rights and benefits in favor of the Corporation under or pursuant to such agreement.

14.2         The Corporation shall not propose, agree to or otherwise give effect to any amendment to, or waiver or forgiveness of its rights or obligations under, the Exchange Rights Agreement without the approval of the Class B Shareholders given in accordance with Article 11 other than such amendments, waivers and/or forgiveness as may be necessary or advisable for the purposes of:

(a)

adding to the covenants of the other parties to such agreement for the protection of the Corporation or the Class B Shareholders thereunder;

(b)

making such provisions or modifications not inconsistent with such agreement as may be necessary or desirable with respect to matters or questions arising thereunder which, in the good faith opinion of the Board of Directors, it may be expedient to make, provided that the Board of Directors shall be of the good faith opinion, after consultation with counsel, that such provisions and modifications will not be prejudicial to the interests of the Class B Shareholders; or making such changes in or corrections to such agreement which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained therein, provided that the Board of Directors shall be of the good faith opinion, after consultation with counsel, that such changes or corrections will not be prejudicial to the interests of the Class B Shareholders.

ARTICLE 15
NOTICES

15.1        Any notice, request or other communication to be given to the Corporation by a Class B Shareholder shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by facsimile or by delivery to the principal executive office of the Corporation and addressed to the attention of the President of the Corporation. Any such notice, request or other communication, if given by mail, facsimile or delivery, shall only be deemed to have been given and received (i) on the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3^rd) Business Day after deposit in the national certified or prepaid mail.

15.2        Any presentation and surrender by a Class B Shareholders to the Corporation of certificates (or a lost stock certificate affidavit in lieu thereof) representing Class B Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Class B Shares shall be made by registered mail (postage prepaid) or by delivery to the principal executive office of the Corporation addressed to the attention of the President of the Corporation. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.

15.3        Any notice, request or other communication to be given to a Class B Shareholder by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by delivery to the address of the holder recorded in the register of shareholders of the Corporation or in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, shall be deemed to have been given and received on (i) the date of personal delivery, (ii) on the date of confirmed facsimile transmission, (iii) on the Business Day after it is deposited for delivery with a nationally recognized commercial overnight delivery service, or (iv) on the third (3^rd) Business Day after deposit in the national certified or prepaid mail. Accidental failure or omission to give any notice, request or other communication to one or more Class B Shareholders shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto except where such failure or omission has a material prejudicial effect in respect of the rights of that Class B Shareholder.

PART II

CLASS A SHARE PROVISIONS

The Class A Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1           The defined terms and other provisions in Article 1 of Part I of these share provisions shall also apply to this Part II. References to Sections made in this Part II are to Sections in this Part II, unless otherwise indicated. Unless otherwise specified or required by context, the terms “these share provisions”, “hereof’, “herein” and “hereunder” and similar expressions refer to these Class A Share provisions and the Class B Share provisions and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

ARTICLE 2
DIVIDENDS

2.1           A Class A Shareholder shall be entitled to receive dividends if, as and when declared by the Board of Directors out of the assets of the Corporation properly available for the payment of dividends of such amounts and payable in such manner as the Board of Directors may from time to time determine. A Class A Shareholder shall be entitled to receive, and the Board of Directors shall, subject to applicable law, declare a dividend or other distribution on each Class A Share equivalent to each dividend or other distribution declared on each Class B Share. Without limiting the foregoing, a Class A Shareholder shall be entitled to receive, and the Board of Directors shall, subject to applicable law, on each Parent Distribution Declaration Date declare, a dividend or other distribution on each Class A Share:

(a)

(b)

in the case of a stock dividend or distribution declared on the Parent Subordinate Voting Shares from and after the Closing Date to be paid in Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent), by the payment by the Corporation of cash in an amount that is economically equivalent (as determined by the Board of Directors) to the number of Parent Subordinate Voting Shares (or other equity securities of Parent, or securities convertible for or exchangeable into equity securities of Parent) to be paid on each Parent Subordinate Voting Share, as applicable and without duplication; or

(c)

in the case of a dividend or distribution declared on the Parent Subordinate Voting Shares to be paid in property other than (i) cash, (ii) Parent Subordinate Voting Shares, (iii) other equity securities of Parent or (iv) securities convertible for or exchangeable into equity securities of Parent, in such type and amount of property for each Class A Share as is the same as or economically equivalent (as determined by the Board of Directors in accordance with Section 2.5) to the type and aggregate amount of property declared as a dividend or distribution on the Parent Subordinate Voting Shares, as applicable and without duplication.

2.2           Payment of Dividends. Checks of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends or distributions contemplated by Section 2.1(a) and the sending of such a check to each Class A Shareholder, and receipt by that holder of such check, shall satisfy the payment of the cash dividend or distribution represented thereby unless the check is not paid on presentation. Certificates registered in the name of the Class A Shareholder shall be issued or transferred in respect of any stock dividends or distributions of Class A Shares contemplated by Section 2.1(b) and the sending of such a certificate to each Class A Shareholder, and the receipt by that holder of such certificate, shall satisfy the stock dividend or distribution of Class A Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Section 2.1(a) shall be paid, issued, distributed or transferred by the Corporation in such manner as it shall reasonably determine and the payment, issuance, distribution or transfer thereof by the Corporation to each Class A Shareholder shall satisfy the dividend or distribution represented thereby. No Class A Shareholder shall be entitled to recover by action or other legal process against the Corporation any dividend or distribution that is represented by a check that, if received by such holder, has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend or distribution was paid.

2.3           Record and Payment Dates. The record date for the determination of the Class A Shareholders entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Class A Shares under Section 2.1 shall be the same dates as the record and payment date, respectively, for the corresponding dividend or distribution declared on the Class B Shares, as applicable.

2.4           Inability to Pay Dividends. If on any payment date for any dividends or distributions declared on the Class A Shares under Section 2.1, the dividends or distributions are not paid in full on all of the Class A Shares then outstanding due to solvency requirements or the provisions of applicable law, any such dividends or distributions that remain unpaid shall be paid on the first subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or other property to make payment of such dividend or distribution n in satisfaction of such solvency requirements and in compliance with such applicable law.

2.5           Determination of Economic Equivalence. The Board of Directors shall determine, in good faith and acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2, and shall provide the Class A Shareholders with a copy of a written determination of economic equivalence and the underlying calculations supporting such determination and the final version of any written report provided by such financial advisors and/or other experts supporting such determination, if requested. For greater certainty, the Board of Directors shall not be under any obligation to procure any such assistance in support of their determination of economic equivalence for the purposes of Sections 2.1, 5.1 and 5.2.

ARTICLE 3

VOTING RIGHTS

3.1           The holders of the Class A Shares shall be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and shall be entitled to one vote in respect of each Class A Share held at such meetings, except a meeting of holders of a particular class or series of shares other than the Class A Shares who are entitled to vote separately as a class or series at such meeting.

ARTICLE 4

LIQUIDATION, DISSOLUTION OR WINDING-UP

4.1           In the event of Liquidation Event, the holders of the Class A Shares shall, subject to the rights of the holders of the Class B Shares under Section 6.1 of Part 1 of these share provisions in respect of any such distribution on liquidation, dissolution or winding up of the Corporation or other distribution of its property or assets among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary (any such event, “Liquidation Event”), be entitled to receive the remaining property and assets of the Corporation, except that the Class A Shareholders shall first be entitled to receive, on a pari passu basis with respect to that portion of the Liquidation Amount payable to the Class B Shareholders under subsections (b) and (c) of the definition of Class B Share Consideration, the following amounts:

(a)

(b)

The rights of Class A Shareholders under this Section 4.1 to receive unpaid dividends and distributions shall rank pari passu with the rights of the Class B Shareholders to receive unpaid dividends and distributions (as provided for in subsections (b) and (c) of the definition of Class B Share Consideration) under Section 6.1 of Part I of these share provisions.

ARTICLE 5

RECIPROCAL CHANGES, ETC. IN RESPECT OF

PARENT SUBORDINATE VOTING SHARES

5.1           Except for the issuance of employee incentive stock-based compensation in accordance with the terms of any employee stock option plan of the Corporation or Parent then in effect, in the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares,

(a)

(i)             an issue of Parent Subordinate Voting Shares pursuant to a distribution to which Section 2.1(b) applies, or

(ii)            an issue of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) to holders of Parent Subordinate Voting Shares who exercise an option to receive dividends of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) in lieu of receiving cash dividends, provided that the Class A Shareholders shall receive the same option to either receive cash dividends or distributions pursuant to Section 2.1(a) or receive dividends or distributions of Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares) or have their Class A Shares adjusted pursuant to Section 2.1(b);

(b)

(c)

issues or distributes to the holders of the then outstanding Parent Subordinate Voting Shares (other than an issuance or distribution pursuant to which Section 2.1(c) applies):

(i)             shares or securities of Parent of any class other than Parent Subordinate Voting Shares;

(ii)            rights, options or warrants other than those referred to in Section 5.1(b); or

(iii)           evidences of indebtedness of Parent,

the Corporation will provide at least five Business Days prior notice to the Class A Shareholders and will ensure that the economic equivalent on a per share basis of such Parent Subordinate Voting Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Subordinate Voting Shares), rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Class A Shares, all as applicable and without duplication. For the avoidance of doubt, no stock, securities or other assets shall be issued or distributed to the Class A Shareholders under this Section 5.1 unless an equivalent amount on a per share basis is issued or distributed to the Class B Shareholders under Section 12.1 of Part I.

5.2           In the event that Parent, without the prior approval of the Corporation and the prior approval of the holders of the Class A Shares,

(a)

subdivides, redivides or changes the then outstanding Parent Subordinate Voting Shares into a greater number of Parent Subordinate Voting Shares;

(b)

reduces, combines, consolidates or changes the then outstanding Parent Subordinate Voting Shares into a lesser number of Parent Subordinate Voting Shares; or

(c)

reclassifies or otherwise changes the Parent Subordinate Voting Shares or effects an amalgamation, merger, reorganization or other similar transaction affecting the Parent Subordinate Voting Shares,

PART III

GENERAL

Notwithstanding any provisions in these Articles of Incorporation or the Exchange Rights Agreement to the contrary, no shareholder shall receive duplicate rights and privileges upon the occurrence of the same event. This prohibition on duplication applies to both the Class B Shares and Class A Shares and with respect to all dividends, distributions, rights offerings, stock splits, consolidations, recapitalization, reorganizations and any other right or privilege applicable to them.

EXHIBIT A

RETRACTION REQUEST

To:      CSAC Acquisition MA II Corp. (“Exchangeco”)

THIS NOTICE is given pursuant to Article 7 of Part I of the provisions of Exchangeco’s Articles of Incorporation (the “Class B Share Provisions”) attaching to the Class B Shares of Exchangeco represented by the certificate attached hereto (the “Certificate”) or the lost stock certificate affidavit attached hereto, and all capitalized words and expressions used in this notice that are defined in the Class B Share Provisions have the meanings ascribed to such words and expressions in such Class B Share Provisions.

¨        all share(s) represented by the Certificate; or

¨        _______share(s) only represented by the Certificate.

THE UNDERSIGNED hereby notifies Exchangeco that the Retraction Date shall be____________.

NOTE:	The Retraction Date must be a Business Day and must not be less than 5 Business Days nor more than 20 Business Days after the date upon which this notice is received by Exchangeco. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 20th Business Day after the date on which this notice is received by Exchangeco.

THE UNDERSIGNED hereby represents and warrants to Exchangeco and Parent that the undersigned:

¨ is; or      ¨ is not

THE UNDERSIGNED hereby represents and warrants to Exchangeco and Parent that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by Exchangeco or Parent, as the case may be, free and clear of all liens, hypothecs, claims and encumbrances.


(Date)		(Signature of Shareholder)		(Guarantee of Signature)

NOTE:

This panel must be completed and the Certificate (or a lost stock certificate affidavit in a form reasonably satisfactory to the Corporation), together with such additional documents as Exchangeco may require, must be deposited with Exchangeco. The securities and any check(s) resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of Exchangeco and the securities and any check(s) resulting from such retraction or purchase will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed.

Date:

Name of Person in Whose Name Securities or Check(s)
to be Registered, Issued or Delivered (please print):

Street Address or P.O. Box:

Signature of Shareholder:

City, Province/State and Postal/Zip Code:

Signature Guaranteed by:

NOTE:

	CSAC ACQUISITION MA II CORP.

	By:	/s/ Jonathan Sandelman
	Name: Jonathan Sandelman
	Its: President

[Amended and Restated Articles of Incorporation of CSAC Acquisition MA II Corp.]

Exhibit T3A-21

BARBARA K. CEGA VSKE Secreta,y of Stale KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Te/epho11e (775) 684-5708 FllY (775) 684-7138 North las Veg”-’ City Hall 11:50 la< Vegas Bfrd North. Suite 400 North LCI.< Veg”-’· NV 89030 Telep/1011,· (702) 486-2880 Fm (702) 486-2888 Business Entity - Filing Acknowledgement 09/14/2021 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): Indexed Entity Information: Entity ID: E 11987602021-5 Entity Status: Active Commercial Registered Agent W202l09l40ll79-l584552 20211750416 Amended and Restated Articles 9/ 14/2021 12:57:00 PM 32 Entity Name: CSAC Acquisition NJ Corp. Expiration Date: None CORPORA TE CREATIONS NETWORK INC. 8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State~K.~ Page 1 of 1 Commercial Recording Division 202 N. Carson Street

accompanied by appropriate fees. Page4 of2 Revised: 1/1/2019 23-24183-2 C1.3 P244 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: E 11987602021-5 Filing Number .....,.__,-‘I 20111750416 Secretary of State Stale OfNe\‘ada Filed On 9/14/1021 12:57:00 PM Number of Pages 32 Certificate of Amendment <PuRsuANTTo NRs 1s.3ao& 1s.3ssne.3so> Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANrro NRs 1e.4o3> Officer’s Statement (PuRsuANT rn NRs ao.030> TYPE OR PRINT - USE DARK INK ONLY - 00 NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: j CSAC Acquisition NJ Corp. I Entity or Nevada Business Identification Number (NVI0)’. :NV20212002011 I 2. Restated or [gJ Certificate to Accompany Restated Articles or Amended and Restated Articles Amended and 0 Restated Articles - No amendments; articles are restated only and are signed by an Restated Articles: officer of the corporation who has been authorized to execute the certificate by (Select one) resolution of the board of directors adopted on: [ =1 (If amending and The certificate correctly sets forth the text of the articles or certificate as amended restating onl~, complete to the date of the certificate. section 1,2 3, 5 and 6) ~ Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. 3. Type of □ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Amendment Filing Issuance of Stock) Being Completed: The undersigned declare that they constitute at least two-thirds of the (Select only one box) following: (If amending, complete (Check only one box) 0 i nco rpo raters 0 board of directors section 1, 3, 5 and 6.) The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued ~ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: f0-0¾ □ Officer’s Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: I I Jurisdiction of formation: I I Changes to takes the following effect: □ The entity name has been amended. D Dissolution D The purpose of the entity has been amended. □ Merger D The authorized shares have been amended. □Conversion 0 Other: (specify changes) * Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 1/1/2019

accompanied by appropriate fees. Page 2of2 Revised: 1/1/2019 23-24183-2 C1.3 P245 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment <PuRsuANTro NRs 1a.38o& 18.385178.390> Certificate to Accompany Restated Articles or Amended and Restated Articles <PuRsuANT To NRs 1s.4o3> 4. Effective Date and Time: (Optional) 5. Information Being Changed: (Domestic corporations only) 6. Signature: (Required) Officer’s Statement PuRsuANTTo NRs ao.030 Date: Time: (must not be later than 90 days after the certificate is filed) Changes to takes the following effect: D The entity name has been amended. D The registered agent has been changed. (attach Certificate of Acceptance from new registered agent} □ The purpose of the entity has been amended. [Bl The authorized shares have been amended. D The directors, managers or general partners have been amended. D IRS tax language has been added. D Articles have been added. D Articles have been deleted. 0 Other. The articles have been amended as follows: (provide article numbers, if available) (attach additional page(s) if necessary) x ____j ~μL.-~---- signature’b, Officer or Authorized Signer IJonat~an Sandelman, President Title x ____________ _ Signature of Officer or Authorized Signer Title •1t any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional Information In space below: (attach additional page(s) if necessary) See attached Amended and Restated Articles of Incorporation. This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 1/1/2019

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CSAC ACQUISITION NJ CORP.

CSAC Acquisition NJ Corp. (the “Corporation”), a Nevada corporation, hereby amends and restates its Articles of Incorporation to embody in one document its original articles and the subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised Statutes (the “NRS”).

These Amended and Restated Articles of Incorporation (these “Articles of Incorporation”) were approved and adopted by the board of directors of the Corporation (the “Board of Directors”) by written consent on September 13, 2021. Upon the recommendation of the Board, the sole shareholder of the Corporation, holding all of the voting power, approved and adopted these Articles of Incorporation by written consent on September 13, 2021. As a result, these Articles of Incorporation were authorized and adopted in accordance with the NRS.

These Articles of Incorporation correctly set forth the text of the Corporation’s Articles of Incorporation as amended up to and by these Articles of Incorporation.

1.1           Name. The name of the Corporation is CSAC Acquisition NJ Corp.

1.4           Authorized Capital. The total number of all classes of stock which the Corporation shall have the authority to issue is 200,000,000 common shares, $0.0001 par value, of which 140,000,000 shares are hereby designated Class A voting non-exchangeable common shares, $0.0001 par value, and 60,000,000 shares are hereby designated Class B non-voting exchangeable common shares, $0.0001 par value. Effective upon the filing of this Articles of Incorporation, as the same may be amended from time to time, each issued and outstanding share of Common Stock, $0.0001 par value, shall be reconstituted automatically and without any further action by the Corporation or any of the Corporation’s stockholders into one share of Class A voting non-exchangeable common shares, $0.0001 par value.

1.5           Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal bylaws of the Corporation (the “Bylaws”).

1.6           Limitation of Directors’ Liability; Indemnification. The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted by law. The Corporation is authorized to indemnify (and advance expenses to) its directors and officers to the fullest extent permitted by law. Neither the amendment, modification or repeal of these Articles of Incorporation nor the adoption of any provision in this certificate of incorporation inconsistent with these Articles of Incorporation shall adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption.

1.7           Elections of Directors. The Board of Directors shall be elected or appointed in such manner as shall be provided in the Bylaws, as amended from time to time. Except as otherwise fixed or provided for pursuant to the provisions of these Articles of Incorporation, including any certificate of designation relating to any series of preferred stock, the number of directors may be changed from time to time in the manner provided in the Bylaws.

1.8           Additional Terms. Part I (Class B Share Provisions), Part II (Class A Share Provisions) and Part III (General) and Exhibit A (Retraction Request), attached hereto, form a part of these Articles of Incorporation for all purposes.

PART I

CLASS B SHARE PROVISIONS

The Class B Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

1.1           Definitions. In these share provisions, the following terms shall have the following meanings:

“Additional Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario or the City of New York, New York.

“Canadian Dollar Equivalent” means in respect of an amount expressed in US Dollars at any date, the product obtained by multiplying:

(a)

the US Dollar amount by,

(b)

the average US Dollar/Canadian Dollar daily exchange rate as published by the Bank of Canada for the period of five Business Days prior to the date of conversion.

“Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Class A Shares” means the Class A voting non-exchangeable common shares in the capital of the Corporation and any other securities into which such shares may be changed.

(a)

one Parent Subordinate Voting Share; plus

(b)

the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.1(a) of this Part I from the Dividend Effective Date to the effective time of any such Exchange Event, the excess, if any, of (A) the aggregate amount of all cash dividends or other cash distributions declared and paid by Parent on a Parent Subordinate Voting Share from the Dividend Effective Date to the effective time of such Exchange Event, over (B) the aggregate amount of all cash dividends or other cash distributions declared and paid by the Corporation on the Class B Share under Section 3.1(a) of this Part I from the Dividend Effective Date to the effective time of such Exchange Event, plus (ii) the amount of any cash dividends or other cash distributions on the Class B Share which have been declared but not yet paid as of the effective time of such Exchange Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable in U.S. dollars or the Canadian Dollar Equivalent by means of a check payable at any branch of the bankers of the payor (such sum, the “Cash Dividend Amount”); plus

(c)

the sum of (i) unless corresponding equivalent dividends or distributions have already been declared and have been or will be paid on the Class B Share under Section 3.1(c) of this Part I from the Dividend Effective Date to the effective time of any such Exchange Event, the excess, if any, of (A) the aggregate fair market value of all declared and paid non-cash dividends or other non-cash distributions by Parent on a Parent Subordinate Voting Share from the Dividend Effective Date to the effective time of such Exchange Event, over (B) the aggregate fair market value of all non-cash dividends or other non-cash distributions declared and paid by the Corporation on the Class B Share under Section 3.1(c) of this Part I from the Dividend Effective Date to the effective time of such Exchange Event, plus (ii) the aggregate fair market value of any non-cash dividends or other non-cash distributions on the Class B Share which have been declared but not yet paid as of the effective time of such Exchange Event (determined without duplication of amounts taken into account under clause (i), above), such sum payable by means of a check payable at any branch of the bankers of the payor in U.S. dollars or the Canadian Dollar Equivalent or, at the option of the Board of Directors, payable by the delivery of non-cash items having a fair market value equal to the amount of such sum (such sum, the “Non-Cash Dividend Amount” and together with the Cash Dividend Amount, the “Additional Amount”);

“Class B Shares” mean the Class B non-voting exchangeable common shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein.

“Closing Date” has the meaning ascribed thereto in the Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Constating Documents” means the articles of incorporation and bylaws of the Corporation, as amended from time to time.

“Control Transaction” means any of the following:

(a)

(b)

(c)

“Corporation” means CSAC Acquisition NJ Corp., a corporation organized under the laws of the State of Nevada and any successor corporation.

“Dividend Effective Date” means September 15, 2023.

“Exchange Rights Agreement” means the exchange rights agreement among Parent, the Corporation and the holders of the Class B Shares setting out the terms and conditions relating to the exchange of the Class B Shares for Parent Subordinate Voting Shares, as it may be amended from time to time.

“Foreign Currency Amount” has the meaning ascribed thereto in the definition of Canadian Dollar Equivalent.

“Governmental Entity” means (i) any multinational, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Liquidation Amount” has the meaning ascribed thereto in Section 6.1.

“Liquidation Date” has the meaning ascribed thereto in Section 6.1.

“Non-Cash Dividend Amount” has the meaning ascribed thereto in the definition of Class B Share Consideration.

“Parent” means Ayr Wellness Inc., a corporation organized under the laws of the Province of British Columbia, and any successor corporation.

“Parent Distribution Declaration Date” means the date on which the Board of Directors of Parent declares any dividend or other distribution on the Parent Subordinate Voting Shares.

“Parent Subordinate Voting Shares” means the subordinate voting shares of Parent and shall include, upon implementation of the Amendment Resolution (as defined in Parent’s management information circular prepared in connection with the shareholder meeting held on November 4, 2020 (the “MIC”)), the Restricted Voting Shares (as defined in the MIC) and the Limited Voting Shares (as defined in the MIC), and any such other securities into which such shares may be converted or exchanged.

“Purchase Agreement” means the Membership Interest Purchase Agreement, dated March 26, 2021, by and among, inter alia, Parent, the Corporation, the Class B Shareholders and GSD NJ LLC, a New Jersey limited liability company, as amended or amended and restated from time to time.

“Redemption Event” means (a) the occurrence of a Control Transaction, (b) the occurrence of an Insolvency Event, (c) the day upon which U.S. tax legislation is amended and becomes effective such that all U.S. resident holders of Class B Shares may receive Parent Subordinate Voting Shares in exchange for their Class B Shares on a tax deferred basis for U.S. income tax purposes, or (d) it is the seventh anniversary of the Closing Date or any date thereafter.