Eddy Smart Home Solutions Ltd. — Governance Information 2021

Jan 19, 2021

BY-LAW NUMBER 1

being a by-law relating generally to the conduct of the business and affairs of:

AUMENTO CAPITAL VIII CORP.

(the "Corporation")

TABLE OF CONTENTS

• 1. Interpretation 8. Dividends
• 1. Meetings of Directors 10. Notices
• 1. Remuneration and Indemnification 11. Execution of Documents
• 1. Officers
• 1. Meetings of Shareholders
• 1. Shares
• 1. Directors 9. Financial Year
  • 1. Shareholder Agreements
  • 1. Effective Date

IT IS ENACTED as a by-law of the Corporation under the Business Corporations Act (Ontario) as follows:

1. INTERPRETATION

• 1.01 In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
  • (a) "Act" means the Business Corporations Act, R.S.O. 1990, c. B.16, together with the regulations made thereto and any statute or regulations that may be substituted in their place, as amended from time to time;
  • (b) "articles" means the original or restated articles of incorporation of the Corporation, articles of amendment, amalgamation, arrangement, continuance, reorganization, revival, letters patent, a special Act and any other instrument by which a corporation is incorporated;
  • (c) "board" means the board of directors of the Corporation;
  • (d) "by-laws" mean this by-law and all other by-laws of the Corporation, as amended from time to time;
  • (e) "Corporation" means this corporation;
  • (f) "meeting of shareholders" means any meeting of shareholders, whether annual or special; and "special meeting of shareholders" means a special meeting of the shareholders entitled to vote thereat, duly called for the purpose of considering a special resolution and passed, with or without amendment, at the meeting by at least two-thirds of the votes cast;
  • (g) "person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;
  • (h) "recorded address" means, in the case of a shareholder, his or her address as recorded in the shareholders' register; and in the case of joint shareholders, the address appearing in the shareholders' register in respect of such joint holding or the first address so appearing if there are more than one; and, in the case of a director, officer, auditor or member of a committee of the board, his or her latest address recorded in the records of the Corporation; and
  • (i) "unanimous shareholder agreement" shall have the meaning ascribed to such term under the Act.
• 1.02 In this by-law, where the context requires, words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.
• 1.03 Save as aforesaid, all the words and terms appearing in this by-law shall have the same definitions and application as in the Act.

2. DIRECTORS

2.01 Powers - Subject to any unanimous shareholder agreement, the business and affairs of the Corporation shall be managed or supervised by a board of directors.

Until changed in accordance with the Act, the number of directors of the Corporation shall consist of:

• (a) such fixed number set out in the articles; or
• (b) such number within the minimum and maximum number of directors provided for in the articles and fixed by special resolution of the shareholders or by resolution of directors, as the case may be, pursuant to the Act.
• 2.02 Resident Canadians Subject to the Act, at least 25 percent of the directors of the Corporation shall be resident Canadians, but if the Corporation has less than four (4) directors, at least one (1) director shall be a resident Canadian.
• 2.03 Qualifications The following persons are disqualified from being a director of the Corporation:
  • (a) a person who is less than 18 years of age;
  • (b) a person who has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere;
  • (c) a person who is not an individual; or
  • (d) a person who has the status of bankrupt.
• 2.04 Election and Term The election of directors shall take place at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required. The directors shall hold office for an expressly stated term, which shall expire not later than the close of the third annual meeting of shareholders following the election. A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his or her election. Incumbent directors, if qualified, shall be eligible for re-election. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their respective successors are elected.
• 2.05 Consent to Act The election or appointment of a director under the Act is not effective unless the person elected or appointed consents in writing before or within 10 days after the date of such election or appointment; provided, however, that if the person elected or appointed consents in writing after the time period referred to above, the election or appointment shall be valid.
• 2.06 Resignation A director who is not named in the articles may resign from office upon giving a written resignation to the Corporation and such resignation becomes effective when received by the Corporation or at the time specified in the resignation, whichever is later. Until the first meeting of the shareholders, a director named in the articles shall not be permitted to resign his or her office unless at the time the resignation is to become effective a successor is elected or appointed.
• 2.07 Removal Subject to the provisions of the Act, the shareholders may, by ordinary resolution passed at a meeting of shareholders, remove any director or directors from office before the expiration of his or her or their respective terms and may, by a majority of the votes cast at the meeting, elect any person in his or her place for the remainder of his or her term.
• 2.08 Vacation of Office A director ceases to hold office when he or she dies or resigns, is removed from office by the shareholders by resolution or becomes disqualified to serve as a director.

2.09 Vacancies - Subject to the provisions of the Act, where a vacancy occurs on the board, a quorum of the directors then in office may appoint a person to fill the vacancy for the remainder of the term. If there is not a quorum of directors or if there has been a failure to elect the number of directors required by the articles or, in the case of a variable board, as required by special resolution, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

3. MEETINGS OF DIRECTORS

• 3.01 Place of Meetings Meetings of the board may be held at any place within or outside Ontario and it shall not be necessary that, in any financial year of the Corporation, a majority of the meetings of the board be held at a place within Canada.
• 3.02 Meetings by Telephone or Electronic Means If all the directors of the Corporation present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed for the purposes of the Act and these by-laws to be present at the meeting. If a majority of the directors participating in such a meeting are then in Canada, the meeting shall be deemed to have been held in Canada.
• 3.03 Calling of Meetings Meetings of the board shall be held from time to time at such place, at such time and on such day as the Chair of the Board (if any), the Vice-Chair of the Board (if any), the Managing Director (if any), the President or a Vice-President who is a director or any two directors may determine, and the Secretary shall call meetings when so directed or authorized.

Notice of every meeting so called shall be given to each director not less than 48 hours (excluding any part of a Saturday, Sunday or any other day treated as a holiday under the Retail Business Holidays Act (Ontario)) before the time when the meeting is to be held, except that no notice of meeting shall be necessary if all the directors are present or if those absent have waived notice of or otherwise signified their consent to the holding of such meeting. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.

• 3.04 Regular Meetings The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meetings except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

• 3.05 First Meeting of New Board Each newly-elected board may, without notice, hold its first meeting immediately following a meeting of shareholders at which such board is elected, provided that a quorum of directors is present.

• 3.06 Quorum Where the Corporation has fewer than three (3) directors, all directors must be present at any meeting of directors to constitute a quorum. Subject to the articles, the by-laws or a unanimous shareholder agreement, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors but in no case shall a quorum be less than two-fifths (2/5) of the number of directors or less than the minimum number of directors, as the case may be.

• 3.07 Chair of Meeting The chair of any meeting of the board shall be the first mentioned of the following officers as have been appointed and who is a director and is present at the meeting:

  • (a) Chair of the Board (if any);
  • (b) Vice-Chair of the Board (if any);
  • (c) Managing Director (if any);
  • (d) President; or
  • (e) a Vice-President.

If no such officer is present, the directors present shall choose one of their number to be chair of the meeting.

• 3.08 Votes to Govern At all meetings of the board, every question shall be decided by a majority of the votes cast on the question.
• 3.09 Casting Vote In the case of an equality of votes on any question at a meeting of the board, the chair of the meeting shall not (delete "not", if appropriate) be entitled to a second or casting vote.
• 3.10 Disclosure of Interest in Contracts A director or officer of the Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors or committees of directors, as the case may be, the nature and extent of any interest that the director or officer has in any material contact or material transaction, whether made or proposed, with the Corporation (each, a Material Contract") if the director or officer:
  • (a) is a party to the Material Contract;
  • (b) is a director or officer, or an individual acting in a similar capacity, of a party to the Material Contract; or
  • (c) has a material interest in a party to the Material Contract.

Disclosure shall be made at the time and in the manner required by the Act, and a director or officer so having an interest in the Material Contract shall, unless expressly permitted by the Act, not vote on any resolution to approve the Material Contract or attend any part of a meeting of the directors at which the Material Contract is discussed.

If no quorum exists for the purpose of voting on a resolution to approve the Material Contract only because a director is not permitted to be at the meeting by reason of the foregoing, the remaining directors shall be deemed to constitute a quorum for the purpose of voting on the resolution. If all of the directors are required to make disclosure as aforesaid, the Material Contract in question may only be approved by the shareholders.

• 3.11 Written Resolution in Lieu of Meeting A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors.
• 3.12 Delegation Subject to the provisions of the Act, directors may appoint from their number a managing director or a committee of directors and delegate to such managing director or committee of directors any of the powers of the directors. Unless otherwise determined by the board and subject to the Act, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

4. REMUNERATION AND INDEMNIFICATION

• 4.01 Remuneration Subject to the provisions of the Act, the articles, the by-laws or any unanimous shareholder agreement, the board may fix the remuneration of the directors. Nothing contained herein shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor. In addition, directors shall be paid such sums in respect of their out-ofpocket expenses incurred in attending board, committee or shareholders' meetings or otherwise in respect of the performance by them of their duties as the board may from time to time determine.
• 4.02 Limitation of Liability Every director and officer of the Corporation, in exercising his or her powers and discharging his or her duties to the Corporation, shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatsoever, which shall happen in the execution of the duties of his or her office or in relation thereto, unless the same are occasioned by his or her own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.
• 4.03 Indemnity of Directors and Officers Subject to the provisions of the Act, the Corporation may indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity if:
  • (a) he or she acted honestly and in good faith with a view to the best interests of the Corporation, or as the case may be, to the best interests of another entity for which the individual acted as a director or officer in a similar capacity at the Corporation's request; and
  • (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

The Corporation may, with the approval of a court, indemnify a director, officer or other individual referred to above or advance moneys to such director, officer or other individual referred to above for all costs, charges and expenses of a proceeding referred to above, but such individual shall repay the money if the individual does not fulfil the conditions set out in items (a) and (b) above.

4.04 Insurance - Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers, as the board may from time to time determine.

5. OFFICERS

5.01 Appointment - Subject to the provisions of the Act, the articles or any unanimous shareholder agreement, the board may from time to time appoint a Chair of the Board (who shall be a director), a Vice-Chair of the Board (who shall be a director), a Managing Director (who shall be a director), a President (or Co-Presidents), one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed.

The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers the power to manage the business and affairs of the Corporation. Except for the Chair of the Board, the Vice-Chair of the Board and the Managing Director, an officer may, but need not be, a director, and one person may hold more than one office.

• 5.02 Term, Remuneration and Removal The terms and remuneration of all officers appointed by the board (including the President) shall be determined from time to time by resolution of the board. The fact that any officer or employee is a director or shareholder of the Corporation shall not disqualify him from receiving such remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the board at any time with or without cause.

• 5.03 Chair of the Board The board may from time to time appoint a Chair of the Board who shall be a director. If appointed, the board may assign to the Chair of the Board any of the powers and duties that are by any provisions of this by-law capable of being assigned to the Chair of the Board; and he or she shall, subject to the provisions of the Act and any unanimous shareholder agreement, have such other powers and duties as the board may specify. During the absence or disability of the Chair of the Board, his or her duties shall be performed and his or her powers exercised by the Vice-Chair of the Board.

• 5.04 Vice-Chair of the Board The board may from time to time appoint a Vice-Chair of the Board who shall be a director. If appointed, the board may assign to the Vice-Chair of the Board such powers and such duties as the board or the Chair of the Board may prescribe.

• 5.05 Managing Director The board may from time to time appoint a Managing Director who shall be a resident Canadian and a director. If appointed, he or she shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he or she shall, subject to the provisions of the Act or any unanimous shareholder agreement, have such other powers and duties as the board may specify. During the absence or disability of the President, or if no President has been appointed, the Managing Director shall also have the powers and duties of that office.

• 5.06 President The board may from time to time appoint a President. The President shall be the chief operating officer of the Corporation and, if no Managing Director has been appointed, and subject to the authority of the board, shall have the general supervision of the business and affairs of the Corporation and he or she shall have such other powers and duties as the board may specify. During the absence or disability of the Managing Director, or if no Managing Director has been appointed, the President shall also have the powers and the duties of that office.

• 5.07 Vice-President The board may from time to time appoint one or more Vice-Presidents. A Vice-President so appointed shall have such powers and such duties as the board or the President or chief executive officer may prescribe.

• 5.08 Secretary The board may from time to time appoint a Secretary. The Secretary shall attend all meetings of the directors, shareholders and committees of the board and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings; he or she shall give, or cause to be given, when instructed, notices required to be given to shareholders, directors, auditors and members of committees; he or she shall be the custodian of the stamp or mechanical device generally used for fixing the corporate seal of the Corporation, if any, and of all books, papers, records, documents and other instruments belonging to the Corporation; and he or she shall perform such other duties as may from time to time be prescribed by the board.

• 5.09 Treasurer The board may from time to time appoint a Treasurer. The Treasurer shall keep, or cause to be kept, proper accounting records as required by the Act; he or she shall deposit, or cause to be deposited, all monies received by the Corporation in the Corporation's bank account; he or she shall, under the direction of the board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation; he or she shall render to the board, whenever required, an account of all his or her transactions as Treasurer and of the financial position of the Corporation; and he or she shall perform such other duties as may from time to time be prescribed by the board.

• 5.10 Other Officers The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.

• 5.11 Variation of Duties From time to time and subject to the provisions of the Act, the board may vary, add to or limit the powers and duties of any officer.

• 5.12 Agents and Attorneys The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Ontario with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

• 5.13 Fidelity Bonds The board may require such officers, employees and agents of the Corporation, as it deems advisable, to furnish bonds for the faithful performance of their duties, in such form and with such surety as the board may from time to time prescribe.

6. MEETINGS OF SHAREHOLDERS

• 6.01 Annual Proceedings Subject to paragraph 6.16 below, the directors shall call the first annual meeting of shareholders not later than 18 months after the Corporation comes into existence and, subsequently, not later than 15 months after holding the last preceding annual meeting. The annual meeting of shareholders of the Corporation shall be held at such time and on such day in each year as the board may from time to time determine, for the purposes of receiving the reports and statements required by the Act to be laid before the annual meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

• 6.02 Special Shareholders' Meetings The board may at any time call a special meeting of shareholders for the transaction of any business which may properly be brought before such meeting of shareholders. All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting, the financial statements and auditor's report, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

• 6.03 Place of Meetings Meetings of shareholders shall be held at the registered office of the Corporation, or at such other place within or outside Ontario as the board from time to time determines.

• 6.04 Participation in Meeting by Electronic Means. Unless the articles, by-laws or any unanimous shareholder agreement otherwise provide, a meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present at the meeting. A meeting held as aforesaid shall be deemed to be held at the place where the registered office of the Corporation is located.

• 6.05 Notice of Shareholder Meeting Notice of the time and place of each meeting of shareholders shall be sent, in the case of an offering corporation, not less than 21 days and, in the case of any other corporation, not less than 10 days, but, in either case, not more than 50 days, before the date of the meeting:

  • (i) to each shareholder entitled to vote at the meeting,
  • (ii) to each director, and
  • (iii) to the auditor of the Corporation.

Notice of a special meeting of shareholders shall state:

• (a) the nature of the business to be transacted at the meeting in sufficient detail to permit the shareholders to form a reasoned judgment thereon; and
• (b) the text of any special resolution or by-law to be submitted to the meeting.

A shareholder and any other person entitled to attend a meeting of shareholders may, in any manner, and at any time waive notice of or otherwise consent to a meeting of shareholders.

For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders but the record date shall not precede by more than 60 days or by less than 30 days the date on which the meeting is to be held. Where no record date is fixed, (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be (i) at the close of business on the date immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; and (b) the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

• 6.06 Persons Entitled to be Present The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or by-laws of the Corporation to be present at the meeting. Any other persons may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

• 6.07 Quorum Subject to the provisions of the Act or any unanimous shareholder agreement, the holders of a majority of the shares entitled to vote at a meeting of shareholders present in person or by proxy constitute a quorum for the transaction of business at any meeting of shareholders.

• 6.08 One Shareholder Meeting If the Corporation only has one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

• 6.09 Right to Vote At any meeting of shareholders, unless the articles otherwise provide, each share of the Corporation entitles the holder thereof to one vote at a meeting of shareholders, subject to the provisions of the Act.

• 6.10 Joint Shareholders Where two or more persons hold the same share or shares jointly, any one of such persons present at a meeting of shareholders may, in the absence of the other, vote the shares but, if two or more of such persons who are present in person or by proxy, vote, they shall vote as one on the shares jointly held by them.

• 6.11 Proxies Every shareholder entitled to vote at a meeting of shareholders may, by means of a proxy, appoint a proxy holder or one or more alternate proxy holders who are not required to be shareholders to attend, act and vote at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by such proxy.

A proxy shall be originally-signed or by electronic signature by the shareholder or his or her attorney authorized in writing or, if the shareholder is a body corporate, by an authorized signing officer of such body corporate, and shall conform with the requirements of the Act. The board may by resolution fix a time not exceeding 48 hours, excluding a Saturday, Sunday or any other day treated as a holiday under the Retail Business Holidays Act (Ontario), preceding any meeting or adjournment thereof, before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, where no time is specified in such notice, the proxy has been received by the Secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.

• 6.12 Scrutineers At each meeting of shareholders, one or more scrutineers may be appointed by a resolution of the meeting or by the chair of the meeting with the consent of the meeting to serve at the meeting. Such scrutineers need not be shareholders of the Corporation.

• 6.13 Votes to Govern Subject to the provisions of the Act, the articles, the by-laws or any unanimous shareholder agreement, all questions proposed for the consideration of the shareholders at a meeting shall be decided by a majority of the votes cast thereon. In case of an equality of votes either on a show of hands or on a poll, the chair of the meeting shall not (delete "not", as applicable) be entitled to a second or casting vote.

• 6.14 Show of Hands Subject to the provisions of the Act, at all meetings of shareholders, every question shall be decided by a show of hands unless a ballot thereon shall be required by the chair of the meeting or be demanded by a shareholder or proxyholder present and entitled to vote. Upon a show of hands, every person present and entitled to vote has one vote regardless of the number of shares he or she represents. After a show of hands has been taken upon any question, the chair of the meeting may require, or any shareholder or proxyholder present and entitled to vote may demand a ballot thereon. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the question. The result of the vote so taken and declared shall be the decision of the Corporation on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.

• 6.15 Ballots If a ballot is required by the chair of the meeting or is demanded and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the chair of the meeting directs.

• 6.16 Resolution in Lieu of Meeting Except where a written statement with respect to the subject matter of the resolution is submitted by a director in accordance with the Act or where representations in writing are submitted by an auditor in accordance with the Act,

  • (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and
  • (b) a resolution in writing dealing with all matters required by the Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of the Act relating to meetings of shareholders.

7. SHARES

• 7.01 Issue of Shares Subject to the provisions of the Act, the articles or any unanimous shareholder agreement, the board may from time to time issue or grant options or rights to purchase the whole or any part of the authorized and unissued shares of the Corporation at such time and to such persons and for such consideration as the board may determine, provided that no share shall be issued until it is fully paid as provided by the Act.
• 7.02 Lien for Indebtedness Subject to the provisions of the Act, the Corporation shall have a lien on shares registered in the name of a shareholder or the shareholder's legal representative indebted to the Corporation. Such lien may be enforced, subject to any other provision of the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.
• 7.03 Share Certificates A security issued by the Corporation may be represented by a security certificate or may be an uncertificated security. Unless otherwise provided in the articles, the board may provide by resolution that any or all classes and series of its shares or other securities shall be uncertificated securities, provided that such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of an uncertificated security, the Corporation shall send to the registered owner of the uncertificated security a written notice containing the information required to be stated on a share certificate pursuant to the Act. Except as otherwise expressly provided or authorized by law, the rights and obligations of the registered owners of uncertificated securities and the rights and obligations of the holders of certificated securities of the same class and series shall be identical.
• 7.04 Joint Holders The Corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery to one of several joint holders is sufficient delivery to all. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividends, bonus, return of capital or other money payable or warrant issuable in respect of such share.
• 7.05 Replacement Share Certificates Subject to the provisions of the Act, the board may by resolution prescribe, either generally or in a particular case, the conditions upon which a new share certificate may be issued to replace a share certificate which has been defaced, lost, stolen or destroyed.

7.06 Transfer Agent and Registrar - The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch security registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The board may at any time terminate any such appointment.

8. DIVIDENDS

• 8.01 Declaration of Dividends Subject to the provisions of the Act, the articles and to any unanimous shareholder agreement, the board may declare and the Corporation may pay dividends to the shareholders, according to their respective rights and interests in and to the Corporation. Dividends may be paid by issuing fully-paid shares of the Corporation or options or rights to acquire fully-paid shares of the Corporation or, subject to the provisions of the Act, may be paid in money or property.
• 8.02 Payment of Dividends A dividend payable in cash shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class in respect of which it has been declared, and mailed by ordinary mail, postage prepaid, to such registered holder at his or her recorded address, unless such holder otherwise directs. In the case of joint holders, the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded addresses. The mailing of such cheque as aforesaid shall satisfy and discharge all liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold, unless such cheque is not paid on due presentation.
• 8.03 Non-Receipt of Cheque In the event of the non-receipt of any cheque for a dividend by the person to whom it is so sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in a particular case.

9. FINANCIAL YEAR

9.01 Financial Year - The financial year of the Corporation shall terminate on such day in each year as the directors may determine.

10. NOTICES

10.01 Method of Giving Notice. Any notice, communication or other document required or permitted by the Act, the articles or the by-laws to be given by the Corporation to a shareholder, director, officer, auditor or member of a committee of the board of the Corporation under any provision of the Act, the articles or by-laws or otherwise shall be sufficiently given if (i) sent by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario), as may be amended or re-enacted from time to time, or (ii) delivered personally to the person to whom it is to be given or if delivered to his or her recorded address or (iii) mailed to such person at his or her recorded address by prepaid ordinary mail. A notice sent by prepaid ordinary mail shall be deemed to have been received on the fifth day after mailing. The Secretary or, in the absence of the Secretary, any other officer of the Corporation, may change or cause to be changed the recorded address of any shareholder, director, officer or auditor of the Corporation in accordance with any information believed by such officer to be reliable. The declaration by the Secretary, or any other officer of the Corporation, that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.

• 10.02 Computation of Time In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, "day" means a clear day and a period of days shall be deemed to commence on the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Saturday, Sunday or any other day treated as a holiday under the Retail Business Holidays Act (Ontario), the period shall terminate at midnight of the day next following that is not a Saturday, a Sunday or a holiday under such statute.
• 10.03 Omissions and Errors The accidental omission to give any notice to any shareholder, director, officer or auditor, or the non-receipt of any notice by any shareholder, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
• 10.04 Notice to Joint Shareholders All notices with respect to any shares registered in more than one name may, if more than one address appears on the records of the Corporation in respect of such joint holding, be given to such joint shareholders at the first address so appearing, and notice so given shall be sufficient notice to all the holders of such shares.
• 10.05 Shareholders Who Cannot be Found If the Corporation sends a notice or document to a shareholder at his or her recorded address and the notice or document is returned on two (2) consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until such shareholder informs the Corporation in writing of his or her new address.
• 10.06 Persons Entitled by Death or Operation of Law Every person who by operation of law, by transfer or the death of a shareholder or otherwise becomes entitled to shares is bound by every notice in respect of such shares which has been duly given to the registered holder from whom he or she derives title prior to his or her name and address being entered on the records of the Corporation (whether such notice was given before or after the happening of the event upon which he or she becomes so entitled) and prior to his or her furnishing to the Corporation the proof of authority or evidence of his or her entitlement prescribed by the Act.
• 10.07 Waiver of Notice Any shareholder (or his or her duly appointed proxy), director, officer or auditor may waive any notice or abridge the time required for any notice required to be given under any provision of the Act, the articles or by-laws of the Corporation or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be sent (i) by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario), or (ii) in writing, except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.
• 10.08 Signatures to Notices The signatures to any notice to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

11. EXECUTION OF DOCUMENTS

11.01 Signing Officers - Contracts, documents or instruments in writing requiring execution by the Corporation may be signed by any officer or director without any further authorization or formality. In addition to the foregoing, the directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing for and on behalf of the Corporation. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

The signature or signatures of any officer or director of the Corporation may, if authorized by board resolution, be printed, engraved or otherwise mechanically reproduced upon all contracts, documents or instruments in writing of the Corporation executed or issued by or on behalf of the Corporation.

The term "contracts, documents or instruments in writing" as set out above shall include, without limitation, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all other paper writings.

11.02 Corporate Seal - The Corporation may, but need not, have a corporate seal. Notwithstanding the foregoing, the Corporation may have a corporate seal in the form approved from time to time by the board. A document executed on behalf of the Corporation is not invalid merely because the corporate seal, if any is not affixed thereto.

12. SHAREHOLDER AGREEMENTS

12.01 Shareholder Agreements - This by-law and all other by-laws of the Corporation shall be subject to the terms and conditions of any shareholder agreement (including a unanimous shareholder agreement) made between the shareholders of the Corporation from time to time and, to the extent of any inconsistency between the by-laws and any such shareholder agreement, such shareholder agreement (including a unanimous shareholder agreement) shall prevail over the by-laws of the Corporation.

13. EFFECTIVE DATE

13.01 Effective Date - This by-law shall come into force when made by the directors in accordance with the Act.

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MADE by the board: November 20, 2020.

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David Danziger, Secretary