DATA Communications Management Corp. — M&A Activity 2025

Jan 10, 2025

Ontario

Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises

Certificate of Amalgamation

Certificat de fusion

Business Corporations Act

Loi sur les sociétés par actions

DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.

Corporation Name / Dénomination sociale

1001090130

Ontario Corporation Number / Numéro de société de l'Ontario

This is to certify that these articles are effective on

La présente vise à attester que ces statuts entreront en vigueur le

January 01, 2025 / 01 janvier 2025

V. Quintanilla W.

Director / Directeur

Business Corporations Act / Loi sur les sociétés par actions

The Certificate of Amalgamation is not complete without the Articles of Amalgamation

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar

Le certificat de fusion n'est pas complet s'il ne contient pas les statuts de fusion

Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.

V. Quintanilla W.

Directeur ou registrateur

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BCA - Articles of Amalgamation - DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.
- OCN:1001090130 - January 01, 2025

Ontario

Ministry of Public and Business Service Delivery

Articles of Amalgamation

Business Corporations Act

1. Amalgamated Corporation Name

DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.

2. Registered Office Address

9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada

3. Number of Directors

Minimum/Maximum

Min 1 / Max 10

4. The director(s) is/are:

Full Name
Resident Canadian
Address for Service

GREGORY COCHRANE
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada

Full Name
Resident Canadian
Address for Service

MERRI JONES
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada

Full Name
Resident Canadian
Address for Service

RICHARD KELLAM
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada

Full Name
Resident Canadian
Address for Service

JAMES MURRAY
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada

The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Amalgamation - DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.
- OCN:1001090130 - January 01, 2025

| Full Name
Resident Canadian
Address for Service | MICHAEL G. SIFTON
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada |
| --- | --- |
| Full Name
Resident Canadian
Address for Service | ALISON SIMPSON
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada |
| Full Name
Resident Canadian
Address for Service | J.R. KINGSLEY WARD
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada |
| Full Name
Resident Canadian
Address for Service | DEREK WATCHHORN
Yes
9195 Torbram Road, Brampton, Ontario, L6S 6H2, Canada |

5. Method of Amalgamation

B. Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries.

The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below.

The Name, OCN, and Date of Adoption/Approval for each amalgamating corporation are as follows:

Corporation Name	OCN	Date of Adoption/Approval
MOORE CANADA CORPORATION	1000517744	December 12, 2024
DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.	1000066554	December 12, 2024

6. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None":

None.

The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 2 of 5

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BCA - Articles of Amalgamation - DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP. - OCN:1001090130 - January 01, 2025

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

The Corporation is authorized to issue an unlimited number of common shares.

1. 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. If there is only one class of shares, enter "Not Applicable":

The rights, privileges, restrictions and conditions attaching to the common shares are as follows:

(a) Payment of Dividends: The holders of the common shares will be entitled to receive dividends if, as and when declared by the board of directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine. Subject to the rights of the holders of any other class of shares of the Corporation entitled to receive dividends in priority to or concurrently with the holders of the common shares, the board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Corporation.

(b) Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the common shares will, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive assets of the Corporation upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution. Such distribution will be made in equal amounts per share on all the common shares at the time outstanding without preference or distinction.

(c) Voting Rights: The holders of the common shares will be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and to one vote in respect of each common share held at all such meetings.

1. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None":

None.

1. Other provisions:

None.

The articles have been properly executed by the required person(s).

The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintarilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 3 of 5

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BCA - Articles of Amalgamation - DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.
- OCN:1001090130 - January 01, 2025

Supporting Document - Schedule "A"

Statement of a director or officer of each of the amalgamating corporations completed as required under subsection 178(2) of the Business Corporations Act.

The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 4 of 5

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BCA - Articles of Amalgamation - DATA COMMUNICATIONS MANAGEMENT CORP./ GESTION DES COMMUNICATIONS DATA CORP.
- OCN:1001090130 - January 01, 2025

Supporting Document - Schedule "B"

The directors' resolutions of each amalgamating corporation as required under section 177 of the Business Corporations Act

The endorsed Articles of Amalgamation are not complete without the Certificate of Amalgamation.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 5 of 5

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MTDOCS 49170778

SCHEDULE A

DATA COMMUNICATIONS MANAGEMENT CORP.

STATEMENT

I, James Lorimer, Chief Financial Officer of DATA Communications Management Corp. (the "Corporation"), refer to the proposed amalgamation of the Corporation with Moore Canada Corporation and hereby state that:

1. There are reasonable grounds for believing that:

(a) each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due;

(b) the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes; and

(c) no creditor will be prejudiced by the said amalgamation.

1. No creditor has notified the Corporation that such creditor objects to the proposed amalgamation.

DATED December 12, 2024.

/s/ James Lorimer
James Lorimer
Chief Financial Officer

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MTDOCS 49170789

SCHEDULE A

MOORE CANADA CORPORATION

STATEMENT

I, James Lorimer, Corporate Secretary and Treasurer of Moore Canada Corporation (the "Corporation"), refer to the proposed amalgamation of the Corporation with DATA Communications Management Corp. and hereby state that:

1. There are reasonable grounds for believing that:

(a) each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due;

(b) the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes; and

(c) no creditor will be prejudiced by the said amalgamation.

1. No creditor has notified the Corporation that such creditor objects to the proposed amalgamation.

DATED December 12, 2024.

/s/ James Lorimer
James Lorimer
Treasurer and Corporate Secretary

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MTDOCS 49170767

SCHEDULE B

DATA COMMUNICATIONS MANAGEMENT CORP.

The undersigned, being all the directors of DATA Communications Management Corp. (the "Corporation"), sign the following resolutions as of December 12, 2024:

AMALGAMATION

RECITALS:

A. Moore Canada Corporation (the "Subsidiary") is a wholly-owned subsidiary of the Corporation.

B. The Corporation and the Subsidiary wish to amalgamate and continue as one corporation (the "Amalgamated Corporation") pursuant to the provisions of subsection 177(1) of the Business Corporations Act (Ontario) (the "Amalgamation").

RESOLVED that:

1. The Amalgamation is approved and authorized.

2. Upon the Amalgamation becoming effective, all the shares of the Subsidiary shall be cancelled without any repayment of capital in respect thereof.

3. The articles of amalgamation of the Amalgamated Corporation shall be the same as the articles of the Corporation.

4. No securities shall be issued and no assets shall be distributed by the Amalgamated Corporation in connection with the Amalgamation.

5. The by-laws of the Amalgamated Corporation shall be the same as the by-laws of the Corporation, as such by-laws may be supplemented, amended or repealed from time to time after the Amalgamation becoming effective in accordance with the provisions of the Business Corporations Act (Ontario) relating to the making, amending and repealing of by-laws.

6. Each director and officer of the Corporation, acting alone, is authorized to do all such acts and things and to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents as in such director's or officer's opinion may be necessary or desirable to complete the Amalgamation.

ELECTRONIC TRANSMISSION

RESOLVED that receipt by the Corporation by electronic transmission of a signed signature page to these resolutions from any director will be as effective as receipt of an original signed copy of these resolutions by the Corporation.

[signature page follows]

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MTDOCS 49170767

Effective as of the date first written above.

/s/ Gregory Cochrane
Gregory Cochrane

/s/ Merri Jones
Merri Jones

/s/ Richard Kellam
Richard Kellam

/s/ James Murray
James Murray

/s/ Michael G. Sifton
Michael G. Sifton

/s/ Alison Simpson
Alison Simpson

/s/ J.R. Kingsley Ward
J.R. Kingsley Ward

/s/ Derek Watchhorn
Derek Watchhorn

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MTDOCS 49200916

SCHEDULE B

MOORE CANADA CORPORATION

The undersigned, being all the directors of Moore Canada Corporation (the “Corporation”), sign the following resolutions as of December 12, 2024:

AMALGAMATION

RECITALS:

A. The Corporation is a wholly-owned subsidiary of DATA Communications Management Corp. (the “Holding Corporation”).

B. The Corporation and the Holding Corporation wish to amalgamate and continue as one corporation (the “Amalgamated Corporation”) pursuant to the provisions of subsection 177(1) of the Business Corporations Act (Ontario) (the “Amalgamation”).

RESOLVED that:

1. The Amalgamation is approved and authorized.

2. Upon the Amalgamation becoming effective, all the shares of the Corporation shall be cancelled without any repayment of capital in respect thereof.

3. The articles of amalgamation of the Amalgamated Corporation shall be the same as the articles of the Holding Corporation.

4. No securities shall be issued and no assets shall be distributed by the Amalgamated Corporation in connection with the Amalgamation.

5. The by-laws of the Amalgamated Corporation shall be the same as the by-laws of the Holding Corporation, as such by-laws may be supplemented, amended or repealed from time to time after the Amalgamation becoming effective in accordance with the provisions of the Business Corporations Act (Ontario) relating to the making, amending and repealing of by-laws.

6. Each director and officer of the Corporation, acting alone, is authorized to do all such acts and things and to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents as in such director’s or officer’s opinion may be necessary or desirable to complete the Amalgamation.

ELECTRONIC TRANSMISSION

RESOLVED that receipt by the Corporation by electronic transmission of a signed signature page to these resolutions from any director will be as effective as receipt of an original signed copy of these resolutions by the Corporation.

[signature page follows]

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• 2 -

Effective as of the date first above written.

/s/ Richard Kellam
Richard Kellam

/s/ James Lorimer
James Lorimer

MTDOCS 49200916