Strawberry Inc.

Registration Form • Apr 15, 2024

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STRAWBERRY FIELDS REIT, INC.

ARTICLES OF INCORPORATION

FIRST: The undesigned, Paid W. Jeziemy, whose address is 200 South Biscayne Boulevard, Suite 4100, Miami, Florida 33131, being at least 18 years of age, does hereby form a corporation unde Ae general laws ofthe State ofMaryland.

SECOND: "Corporation") is: The name of the corporation (which is heeinafte called the

Strawberry Fields REIT, Inc.

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws ofthe State ofMaryland as now or hereafter in force.

FOURTH: The address ofthe principal office ofthe Corporation in this State is 245 West Chase Street, Baltimore, Maryland 21201.

FIFTH: The name and address ofthe resident agent ofthe Coiporation are Paracorp Incorporated, 245 West Chase Street, Baltimore, Maryland 21201. The resident agent is a Maryland corporation.

SIXTH: The Corporation has authority to issue 50,000,000 shares ofstock, consisting of 50,000,000 shares of common stock, \$0.0001 par value per share (''Common Stock"). The aggregate par value of all authorized shares of stock having par value is \$5,000. The Board of Directors of the Corporation (the "Board of Directors") may reclassify any unissued shares ofstock ofthe Corporation from time to time in one or more classes or series of stock. Ifshares of one class ofstock are classified or reclassified into shares of another class of stock pursuant to this Article SIXTH, the number of authorized shares ofthe former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number ofshares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number ofshares ofstock set forth in the first sentence ofthis paragraph. The Board of Directors, with the approval of a majority ofthe entire Board ofDirectors and without any action by the stockholders ofthe Corporation, may amend the Charter from time to time to increase or decrease the aggregate number ofshares ofstock or the number ofshares ofstock of any class or series that the Corporation has authority to issue. The rights of all stocldiolders and the terms of all stock are subject to the provisions of the Charter and the Bylaws of the Corporation (the "Bylaws").

SEVENTH: The business and affairs of the Corporation shall be managed under the direction ofthe Board ofDirectors. The number ofdirectors ofthe Corporation is one, which number may be increased or decreased by the Board ofDirectors pursuant to the Bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law (the "MGCL''). The name ofthe director who shall serve until the first annual meeting of stockholders and until his successor is duly elected and qualifies is:

Moishe Gubin '

EIGHTH: (a) The Corporation reserves the ri^t to make any amendment of the Charter, now or hereafter authorized by law, including any amendment that alters the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock by classification, reclassification, or otherwise.

(b) The Board of Directors may authorize the issuance from time to time ofshares ofstock ofthe Corporation of any class or series, whether now or hereafter authorized, or securities or ri^ts convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the MGCL, the Charter or the Bylaws.

(c) Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid ifdeclared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

(d) The determination as to any ofthe following matters, made in good faith and in accordance with the Charter, by or pursuant to the direction ofthe Board of Directors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: (i) the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; (ii) the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; (iii) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof(whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (iv) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; (v) the fair value, or any sale, bid or asked price to be £q>plied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation, (vi) the number ofshares ofstock of any class of the Corporation, (vii) any matter relating to the acquisition, holding and disposition of any assets by the Corporation, or (viii) any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board ofDirectors.

(e) Any action required or permitted to be taken at any meeting of the holders of Common Stock entitl^ to vote generally in the election of directors may be

taken without a meeting by consent, in writing or by electronic transmission, in any manner and by any vote permitted by the MGCL and set forth in the Bylaws.

(Q The Corporation shall, to the maximum extent permitted by Maryland law in effect from time to time, indemnify, and pay or reimburse reasonable expenses in advance offinal disposition of a proceeding to, (i) any individual who is a present or former director or officer ofthe Corporation or (ii) any individual who, while a director or officer ofthe Corporation and at the request of the Corporation, serves or has served as a director, officer, member, manager, partner or trustee of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise, in each case, who is made or threatened to be made a party to, or witness in, the proceeding fiom and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor ofthe Corporation in any ofthe capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor ofthe Corporation.

NINTH: Except as may be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall have any preemptive ri^t to purchase or subscribe for any additional shares ofstock ofthe Corporation or any other security ofthe Corporation which it may issue or sell. Holders ofshares ofstock shall not be entitled to exercise any ri^ts of an objecting stockholder provided for under Title 3, subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority ofthe Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

TENTH: To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer ofthe Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal ofthis Article TENTH, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article TENTH, shall apply to or affect in any respect the applicability ofthe preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.