Zoomd Technologies Ltd. — Regulatory Filings 2023

Jan 19, 2023

BCA - Articles of Continuance - ZOOMD TECHNOLOGIES LTD. - OCN:1000416143 - January 17, 2023

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Ministry of Public and Business Service Delivery

Articles of Continuance

Business Corporations Act

1. Corporation Name

ZOOMD TECHNOLOGIES LTD.

2. Date of Incorporation/Amalgamation

October 01, 2013

3. Name of jurisdiction the corporation is leaving

Canada - British Columbia

4. The continuance was authorized by home jurisdiction on

December 03, 2022

5. The corporation is continued in Ontario under the name

ZOOMD TECHNOLOGIES LTD.

6. Registered Office Address

333 Bay Street, 3400, Toronto, Ontario, Canada, M5H 2S7

7. Number of Directors

Minimum/Maximum

Min 3 / Max 20

The endorsed Articles of Continuance are not complete without the Certificate of Continuance. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

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, Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - ZOOMD TECHNOLOGIES LTD. - OCN:1000416143 - January 17, 2023

8. The director(s) is/are: Full Name Address for Service

AMNON ARGAMAN 10 Abba Eban St., Herzliya, Israel, Israel, 4672528

Full Name AMIT BOHENSKY Address for Service 29 Margalit St., Shoham, Israel, Israel, 6080169 Full Name DARRYL CARDEY

Address for Service

2733 West 35th Avenue, Vancouver, British Columbia, Canada, V6N 2M1

Full Name OFER EITAN Address for Service 10 Abba Eban St., Herzliya, Israel, Israel, 4672527

Full Name AVIGUR ZMORA Address for Service

10 Abba Eban St., Herzliya, Israel, Israel, 4672528

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

There are no restrictions on business the Corporation may exercise.

10. 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 without par value and an unlimited number of Preferred Shares without par value.

11. 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": 27.1 The Common shares without par value shall confer on the holders thereof and shall be subject to the following rights or restrictions: a) Except for meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series, each holder of a Common share is entitled to receive notice of, to attend and to vote at all meetings of the shareholders of the Company and to be entitled to one vote in respect of each Common share held. b) Subject to the rights of the holders of the Preferred shares, the holders of the common shares are entitled to receive dividends if, as and when declared by the directors of the Company. c) Subject to the rights or restrictions attached to any other class of shares of the Company, the holders of the Common shares are entitled to share equally in the remaining property of the Company upon liquidation, dissolution or winding -up of the Company. 28.1 The Preferred shares without par value shall confer on the holders thereof and shall be subject to the following special rights or restrictions: a) The Preferred shares may from time to time be issued in one or more series and, subject to the following provisions, and subject to the sending of notice of alteration in the prescribed form and the issuance of a certified copy of the notice of alteration and a notice of articles in respect thereof, the directors may fix from time to time and before issue of a series of Preferred shares, the number of shares which are to comprise that

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The endorsed Articles of Continuance are not complete without the Certificate of Continuance. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

, Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - ZOOMD TECHNOLOGIES LTD. - OCN:1000416143 - January 17, 2023

series and the designation, rights or restrictions to be attached to that series of Preferred shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment of dividends, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions. b) The Preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, rank on a parity with the Preferred shares of every other series and be entitled to preference over the Common shares and over any other shares of the Company ranking junior to the Preferred shares. The Preferred shares of any series may also be given other preferences, not inconsistent with these Articles, over the Common shares and any other shares of the Company ranking junior to the Preferred shares of a series as may be fixed in accordance with Article 28.1(a) c) If any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred shares are not paid in full, all series of Preferred shares shall participate rateably in respect of accumulated dividends and return of capital. d) Unless the directors otherwise determine in the Articles of Amendment designating a series of Preferred shares, the holder of each share of a series of Preferred shares shall not, as such, be entitled to receive notice of or vote at any meeting of shareholders, except as otherwise specifically provided in the Business Corporations Act.

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

None

13. Other provisions

None

14. The corporation is to be continued under the Business Corporations Act to the same extent as if it had been incorporated under this Act.

15. The corporation has complied with subsection 180(3) of the Business Corporations Act.

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

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The endorsed Articles of Continuance are not complete without the Certificate of Continuance. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

, Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - ZOOMD TECHNOLOGIES LTD. - OCN:1000416143 - January 17, 2023

Supporting Document -Constating Document from Governing Jurisdiction

The endorsed Articles of Continuance are not complete without the Certificate of Continuance. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. , Director/Registrar, Ministry of Public and Business Service Delivery

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BCA - Articles of Continuance - ZOOMD TECHNOLOGIES LTD. - OCN:1000416143 - January 17, 2023

Supporting Information - Nuans Report Information Nuans Report Reference # 121763036 Nuans Report Date December 06, 2022

The endorsed Articles of Continuance are not complete without the Certificate of Continuance. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. , Director/Registrar, Ministry of Public and Business Service Delivery

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