ICEsoft Technologies Canada Corp. — Regulatory Filings 2022

Sep 22, 2022

BCA - Articles of Incorporation - SP STRATEGIC ACQUISITION CORP. - OCN:1000018254 - November 05, 2021

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Ministry of Government and Consumer Services

Articles of Incorporation

Business Corporations Act

1. Corporation Name

SP STRATEGIC ACQUISITION CORP.

2. Registered Office Address

40 King Street West, Suite 2100, Toronto, Ontario, Canada, M5H 3C2

3. Number of Directors

Minimum/Maximum Min 1 / Max 10

4. The first director(s) is/are: Full Name Jeff ELBURN Resident Canadian No Address for Service 401 N. Michigan Ave.,, 33rd Floor, Chicago, Illinois, United States, 60611

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

None.

6. 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.

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The endorsed Articles of Incorporation are not complete without the Certificate of Incorporation. Certified a true copy of the record of the Ministry of Government and Consumer Services.

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Director/Registrar, Ministry of Government and Consumer Services

BCA - Articles of Incorporation - SP STRATEGIC ACQUISITION CORP. - OCN:1000018254 - November 05, 2021

7. 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": Not Applicable.

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

None.

9. Other provisions, if any. Enter other provisions, or if no other provisions enter “None”:

Without in any way restricting the powers conferred upon the Corporation or its board of directors by the Business Corporations Act, as now enacted or as the same may from time to time be amended, re-enacted or replaced, the board of directors may from time to time, without authorization of the shareholders, in such amounts and on such terms as it deems expedient: (a) borrow money upon the credit of the Corporation; (b) issue, re-issue, sell or pledge debt obligations of the Corporation; (c) subject to the provisions of the Business Corporations Act, as now enacted or as the same may from time to time be amended, re-enacted or replaced, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation. The board of directors may from time to time delegate to a director, a committee of directors or an officer of the Corporation any or all of the powers conferred on the board as set out above, to such extent and in such manner as the board shall determine at the time of such delegation.

10. The name(s) and address(es) of incorporator(s) are: Full Name Address for Service

Jeff ELBURN

401 N. Michigan Ave.,, 33rd Floor, Chicago, Illinois, United States, 60611

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

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The endorsed Articles of Incorporation are not complete without the Certificate of Incorporation. Certified a true copy of the record of the Ministry of Government and Consumer Services.

Page 2 of 3

Director/Registrar, Ministry of Government and Consumer Services

BCA - Articles of Incorporation - SP STRATEGIC ACQUISITION CORP. - OCN:1000018254 - November 05, 2021

Supporting Information - Nuans Report Information Nuans Report Reference # 121402130 Nuans Report Date October 14, 2021

The endorsed Articles of Incorporation are not complete without the Certificate of Incorporation. Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar, Ministry of Government and Consumer Services

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