Form 20FR12G/A BYND CANNASOFT ENTERPRIS

May 18, 2022 12:13 PM EDT

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As filed with the U.S. Securities and Exchange Commission on May 18, 2022.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

(Amendment No. 1)

 

☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended ____________________________

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________________ to ______________________

 

OR

 

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: __________

 

BYND CANNASOFT ENTERPRISES INC.

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

7000 Akko Road

Kiryat Motzkin

Israel

(Address of principal executive offices)

 

Gabi Kabazo

2264 East 11th Avenue, Vancouver, B.C.

Canada V5Z 1N6

604-833-6820

[email protected]

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

 

Copy of communications to:

 

Louis A. Brilleman, Esq.

1140 Avenue of the Americas, 9th Floor

New York, New York 10036

212-584-7805

[email protected]

 

Securities registered or to be registered pursuant to section 12(b) of the Act:

 

None

(Title of Class)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

Common Stock without par value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

The number of outstanding shares of the issuer’s common stock as of May 2, 2022, was 29,520,083 shares.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐ No ☒

 

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer, large accelerated filer” and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒
    Emerging growth company ☒

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐

International Financial Reporting Standards

by the International Accounting Standards Board ☒

Other ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No ☒

 

 

 

 
 

 

EXPLANATORY NOTE

 

On May 2, 2022, BYND Cannasoft Enterprises Inc. filed its registration statement on Form 20-F for the initial registration of its common shares (the “Form 20-F”) under the U.S. Securities Exchange Act of 1934, as amended.

 

The sole purpose of this amendment to the Form 20-F is to refile the exhibits that were initially filed as part of the Form 20-F. Those exhibits are included herewith in word format to ensure legibility and searchability. No other changes were made to the Form 20-F.

 

 
 

 

ITEM 19 EXHIBITS

 

The following exhibits are included in the Registration Statement on Form 20-F:

 

1.1 Notice of Articles of the Company.
   
1.2 Articles of the Company
   
1.3 Certificate of Amalgamation
   
4.1 Business Combination Agreement
   
4.2 First Amendment to Business Combination Agreement
   
4.3 Second Amendment to Business Combination Agreement
   
4.4 Consulting Agreement dated June 29, 2021, by and between the Company and Yiftah Ben Yaackov
   
4.5 Private Placement Subscription Agreement dated September 3, 2021, between the Company and Agroinvestment S.A.
   
4.6 Escrow Agreement dated September 3, 2021, among the Company, Latin Advisors Ltd. and Agroinvestment S.A.
   
4.7 License Assignment dated November 24, 2019, between Dalia Brzezinski and B.Y.B.Y Investments and Promotions Ltd.
   
4.8 Lease dated May 1, 2020, between Dalia Brzezinski and Cannasoft Pharma Ltd.
   
4.9 Authorization for Dealing in Controlled Substances Issued by the Ministry of Health dated October 12, 2020
   
4.10 Trust Declaration dated as of October 1, 2020
   
4.11 Escrow Agreement dated March 29, 2021 among the Company, Computershare Investor Services and certain stockholders
   
4.12 Trust Agreement dated March 29, 2021 among the Company, certain shareholders and IBI Trust Management
   
4.13 Stock Option Plan
   
4.14 Primary License Renewal
   
4.15 Agroinvestment Extension
   
8.1 List of subsidiaries of BYND Cannasoft Enterprises Inc.
   
15.1 Consent of Dale Matheson Carr-Hilton Labonte LLP.
   
15.2 Letter from Dale Matheson Carr-Hilton Labonte LLP. regarding change in Registrant’s Certifying Accountant
   
15.3 Letter from BF Borgers CPA PC. regarding change in Registrant’s Certifying Accountant
   
15.4 Consent of BF Borgers CPA PC.

 

 
 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

 

  BYND CANNASOFT ENTERPRISES INC.
       
  By: /s/ Yftah Ben Yaackov
  Name: Yftah Ben Yaackov
  Title: Chief Executive Officer

 

Date: May 18, 2022

 

 

 

 

Exhibit 1.1

 

 

 

 

 

 

 

 

 

Exhibit 1.2

 

ARTICLES

 

OF

 

BYND CANNASOFT ENTERPRISES INC.

 

Amalgamation Number: BC1296808

 

(the “Company”)

 

 
 

 

INDEX

 

PART ARTICLE SUBJECT

 

1.INTERPRETATION 6

 

  1.1 Definitions 6
  1.2 Business Corporations Act and Interpretation Act Definitions Applicable 6
       

2.SHARES AND SHARE CERTIFICATES 6
    

  2.1 Authorized Share Structure 6
  2.2 Form of Share Certificate 6
  2.3 Shareholder Entitled to Certificate or Acknowledgement 6
  2.4 Delivery by Mail 7
  2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement 7
  2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement 7
  2.7 Splitting Share Certificates or Acknowledgements 7
  2.8 Share Certificate/Acknowledgement Fee 7
  2.9 Recognition of Trusts 7
       

3.ISSUE OF SHARES 8
    

  3.1 Directors Authorized 8
  3.2 Commissions and Discounts 8
  3.3 Brokerage 8
  3.4 Conditions oflssue 8
  3.5 Share Purchase Warrants and Rights 8
       

4.SHARE REGISTERS 8
    

  4.1 Central Securities Register 8
  4.2 Closing Register 9

 

5.SHARE TRANSFERS 9

 

  5.1 Registering Transfers 9
  5.2 Form oflnstrument of Transfer 9
  5.3 Transferor Remains Shareholder 9
  5.4 Signing of Instrument of Transfer 9
  5.5 Enquiry as to Title Not Required 9
  5.6 Transfer Fee 9
       

6.TRANSMISSION OF SHARES 10
    

  6.1 Legal Personal Representative Recognized On Death 10
  6.2 Rights of Legal Personal Representative 10

 

7.PURCHASE OF SHARES 10

 

  7.1 Company Authorized to Purchase Shares 10
  7.2 Purchase When Insolvent 10
  7.3 Sale and Voting of Purchased Shares 10

 

 
- 2 -

 

PART ARTICLE SUBJECT

 

8.BORROWING POWERS 10

 

  8.1 Company Authorized to Borrow 10

 

9.ALTERATIONS 11

 

  9.1 Alteration of Authorized Share Structure 11
  9.2 Special Rights and Restrictions 11
  9.3 Change of Name 11
  9.4 Other Alterations 12
10.          MEETINGS OF SHAREHOLDERS  

 

  10.1 Annual General Meetings 12
  10.2 Consent Resolution Instead of Annual General Meeting 12
  10.3 Calling of Meetings of Shareholders 12
  10.4 Meetings by Telephone or Other Electronic Means 12
  10.5 Notice for Meetings of Shareholders 12
  10.6 Record Date for Notice 12
  10.7 Record Date for Voting 13
  10.8 Failure to Give Notice and Waiver of Notice 13
  10.9 Notice of Special Business at Meetings of Shareholders 13
  10.10 Notice of Special Business 13
       

11.PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 14
    

  11.1 Special Business 15
  11.2 Special Majority 15
  11.3 Quorum 15
  11.4 One Shareholder May Constitute Quorum 15
  11.5 Other Persons May Attend 15
  11.6 Requirement of Quorum 16
  11.7 Lack of Quorum 16
  11.8 Lack of Quorum at Succeeding Meeting 16
  11.9 Chair 16
  11.10 Selection of Alternate Chair 16
  11.11 Adjournments 16
  11.12 Notice of Adjourned Meeting 16
  11.13 Decisions by Show of Hands or Poll 16
  11.14 Declaration of Result 17
  11.15 Motion Need Not be Seconded 17
  11.16 Casting Vote 17
  11.17 Manner of Taking Poll 17
  11.18 Demand for Poll on Adjournment 17
  11.19 Chair must Resolve Dispute 17
  11.20 Casting of Votes 17
  11.21 Demand for Poll 17
  11.22 Demand for Poll not to Prevent Continuance of Meeting 18
  11.23 Retention of Ballots and Proxies 18

 

 
- 3 -

 

PART ARTICLE SUBJECT

 

12.VOTES OF SHAREHOLDERS 18

 

  12.1 Number of Votes by Shareholder or by Shares 18
  12.2 Votes of Persons in Representative Capacity 18
  12.3 Votes by Joint Holders 18
  12.4 Legal Personal Representatives as Joint Shareholders 18
  12.5 Representative of a Corporate Shareholder 18
  12.6 Proxy Provisions do not Apply to all Companies 19
  12.7 Appointment of Proxy Holders 19
  12.8 Alternate Proxy Holders 19
  12.9 Proxy Holder Need not be Shareholder 19
  12.10 Deposit of Proxy 19
  12.11 Validity of Proxy Vote 20
  12.12 Form of Proxy 20
  12.13 Revocation of Proxy 20
  12.14 Revocation of Proxy Must be Signed 21
  12.15 Production of Evidence of Authority to Vote 21

 

13.DIRECTORS 21

 

  13.1 First Directors; Number of Directors 21
  13.2 Change in Number of Directors 21
  13.3 Directors’ Acts Valid Despite Vacancy 21
  13.4 Qualifications of Directors 21
  13.5 Remuneration of Directors 21
  13.6 Reimbursement of Expenses of Directors 22
  13.7 Special Remuneration for Directors 22
  13.8 Gratuity, Pension or Allowance on Retirement of Director 22
       

14.ELECTION AND REMOVAL OF DIRECTORS 22
    

  14.1 Election at Annual General Meeting 22
  14.2 Consent to be a Director 22
  14.3 Failure to Elect or Appoint Directors 22
  14.4 Places of Retiring Directors Not Filled 23
  14.5 Directors May Fill Casual Vacancies 23
  14.6 Remaining Directors Power to Act 23
  14.7 Shareholders May Fill Vacancies 23
  14.8 Additional Directors 23
  14.9 Ceasing to be a Director 23
  14.10 Removal of Director by Shareholders 24
  14.11 Removal of Director by Directors 24
  14.12 Nomination of Directors 24

 

15.ALTERNATE DIRECTORS 26

 

  15.1 Appointment of Alternate Director 26
  15.2 Notice of Meetings 26
  15.3 Alternate for More Than One Director Attending Meetings 26
  15.4 Consent Resolutions 26
  15.5 Alternate Director Not an Agent 26
  15.6 Revocation of Appointment of Alternate Director 27
  15.7 Ceasing to be an Alternate Director 27
  15.8 Remuneration and Expenses of Alternate Director 27

 

 
- 4 -

 

PART ARTICLE SUBJECT

 

16.POWERS OF DUTIES OF DIRECTORS 27

 

  16.1 Powers of Management 27
  16.2 Appointment of Attorney of Company 27
       

17.DISCLOSURE OF INTEREST OF DIRECTORS 27
    

  17.1 Obligation to Account for Profits 27
  17.2 Restrictions on Voting by Reason of Interest 28
  17.3 Interested Director Counted in Quorum 28
  17.4 Disclosure of Conflict of Interest or Property 28
  17.5 Director Holding Other Office in the Company 28
  17.6 No Disqualification 28
  17.7 Professional Services by Director or Officer 28
  17.8 Director or Officer in Other Corporations 28

 

18.PROCEEDINGS OF DIRECTORS 28

 

  18.1 Meetings of Directors 28
  18.2 Voting at Meetings 29
  18.3 Chair of Meetings 29
  18.4 Meetings by Telephone or Other Communications Medium 29
  18.5 Calling of Meetings 29
  18.6 Notice of Meetings 29
  18.7 When Notice Not Required 29
  18.8 Meeting Valid Despite Failure to Give Notice 29
  18.9 Waiver of Notice of Meetings 30
  18.10 Quorum 30
  18.11 Validity of Acts Where Appointment Defective 30
  18.12 Consent Resolutions in Writing 30
       

19.EXECUTIVE AND OTHER COMMITTEES 30
    

  19.1 Appointment and Powers of Executive Committee 30
  19.2 Appointment and Powers of Other Committees 31
  19.3 Obligations of Committees 31
  19.4 Powers ofBoard 31
  19.5 Committee Meetings 31
       

20.OFFICERS 31
    

  20.1 Directors May Appoint Officers 31
  20.2 Functions, Duties and Powers of Officers 32
  20.3 Qualifications 32
  20.4 Remuneration and Terms of Appointment 32

 

21.INDEMNIFICATION 32

 

  21.1 Definitions 32
  21.2 Mandatory Indemnification of Directors and Former Directors 32
  21.3 Indemnification of Other Persons 33
  21.4 Non-Compliance with Business Corporations Act 33
  21.5 Company May Purchase Insurance 33

 

 
- 5 -

 

PART ARTICLE SUBJECT

 

22.DIVIDENDS 33

 

  22.1 Payment of Dividends Subject to Special Rights 33
  22.2 Declaration of Dividends 33
  22.3 No Notice Required 33
  22.4 Record Date 33
  22.5 Manner of Paying Dividend 33
  22.6 Settlement of Difficulties 34
  22.7 When Dividend Payable 34
  22.8 Dividends to be Paid in Accordance with Number of Shares 34
  22.9 Receipt by Joint Shareholders 34
  22.10 Dividend Bears No Interest 34
  22.11 Fractional Dividends 34
  22.12 Payment of Dividends 34
  22.13 Capitalization of Retained Earnings or Surplus 34

 

23.DOCUMENTS, RECORDS AND REPORTS 35

 

  23.1 Recording of Financial Affairs 35
  23.2 Inspection of Accounting Records 35

 

24.NOTICES 35

 

  24.1 Method of Giving Notice 35
  24.2 Deemed Receipt of Mailing 35
  24.3 Certificate of Sending 36
  24.4 Notice to Joint Shareholders 36
  24.5 Notice to Trustees 36

 

25.SEAL AND EXECUTION 36

 

  25.1 Seal and Execution of Documents 36
  25.2 Sealing Copies 37
  25.3 Mechanical Reproduction of Seal 37

 

26.PROHIBITIONS 37

 

  26.1 Definitions 37
  26.2 Application 37
  26.3 Consent Required for Transfer of Shares or Designated Securities 38

 

 
- 6 -

 

PART 1- INTERPRETATION

 

1.1 DEFINITIONS

 

In these Articles, unless the context otherwise requires:

 

1. “Acknowledgement” means a non-transferable written acknowledgement of a shareholder’s right to obtain a certificate for shares of any class or series, including a direct registration system statement or advice;
   
2. “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
   
3. “Business Corporations Acf’ means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
   
4. “legal personal representative” means the personal or other legal representative of the shareholder;
   
5. ‘‘Notice of Articles” means the notice of articles for the Company contained in the Company’s incorporation application, as amended from time to time;
   
6. “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; and
   
7. “seal” means the seal of the Company, if any.

 

1.2 BUSINESS CORPORATIONS ACT AND INTERPRETATION ACT DEFINITIONS APPLICABLE

 

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act (British Columbia), with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business C01porations Act and a definition or rule in the Interpretation Act (British Columbia) relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

 

PART 2- SHARES AND SHARE CERTIFICATES

 

2.1 AUTHORIZED SHARE STRUCTURE

 

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company as the same may be amended from time to time.

 

2.2 FORM OF SHARE CERTIFICATE

 

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

 

2.3 SHAREHOLDER ENTITLED TO CERTIFICATE OR ACKNOWLEDGEMENT

 

A share issued by the Company may be represented by a share certificate or may be an uncertificated (electronic or book based) share. Each shareholder is entitled, without charge, to either (a) one physical share certificate representing the shares of each class or series of shares registered in the shareholder’s name, or (b) an Acknowledgement, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or Acknowledgement and delivery of a share certificate or Acknowledgement for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all. Shares may be issued in book or electronic form. The directors of the Company may, by resolution, provide that (a) the shares of any or all of the classes and series of the Company’s shares may be uncertificated shares, or (b) any specified shares may be uncertificated shares.

 

 
- 7 -

 

2.4 DELIVERY BY MAIL

 

Any share certificate or Acknowledgement may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or Acknowledgement is lost in the mail or stolen.

 

2.5 REPLACEMENT OF WORN OUT OR DEFACED CERTIFICATE OR ACKNOWLEDGEMENT

 

If the directors are satisfied that a share certificate or Acknowledgement is worn out or defaced, they must, on production to them of the share certificate or Acknowledgement, as the case may be, and on such other terms, if any, as they think fit:

 

  1. order the share certificate or Acknowledgement, as the case may be, to be cancelled; and
     
  2. issue a replacement share certificate or Acknowledgement, as the case may be.

 

2.6 REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATE OR ACKNOWLEDGEMENT

 

If a share certificate or Acknowledgement is lost, stolen or destroyed, a replacement share certificate or Acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or Acknowledgement, as the case may be, if the directors receive:

 

  1. proof satisfactory to them that the share certificate or Acknowledgement is lost, stolen or destroyed; and
     
  2. any indemnity the directors consider adequate.

 

2.7 SPLITTING SHARE CERTIFICATES OR ACKNOWLEDGEMENTS

 

If a shareholder surrenders a share certificate or an Acknowledgement to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates or Acknowledgements, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate or Acknowledgement so surrendered, the Company must cancel the surrendered share certificate or Acknowledgement and issue replacement share certificates or Acknowledgements in accordance with that request.

 

2.8 SHARE CERTIFICATE FEE/ACKNOWLEDGEMENT FEE

 

There must be paid to the Company, in relation to the issue of any share certificate or Acknowledgement under Articles 2.5, 2.6 or 2.7, the amount determined by the directors, if any, which must not exceed the amount prescribed under the Business Corporations Act.

 

2.9 RECOGNITION OF TRUSTS

 

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

 

 
- 8 -

 

PART 3 - ISSUE OF SHARES

 

3.1 DIRECTORS AUTHORIZED

 

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share, if any.

 

3.2 COMMISSIONS AND DISCOUNTS

 

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

 

3.3 BROKERAGE

 

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

 

3.4 CONDITIONS OF ISSUE

 

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

 

  I. consideration is provided to the Company for the issue of the share by one or more of the following:

 

  a) past services performed for the Company;
     
  b) property;
     
  c) money; and

 

  2. the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

 

3.5 SHARE PURCHASE WARRANTS AND RIGHTS

 

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

 

PART 4 - SHARE REGISTERS

 

4.1 CENTRAL SECURITIES REGISTER

 

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register, which may be kept in electronic form and may be made available for inspection in accordance with the Business Corporations Act by means of computer terminal or other electronic technology. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

 

 
- 9 -

 

4.2 CLOSING REGISTER

 

The Company must not at any time close its central securities register.

 

PART 5 - SHARE TRANSFERS

 

5.1 REGISTERING TRANSFERS

 

A transfer of a share of the Company must not be registered unless:

 

  1. a duly signed instrument of transfer in respect of the share has been received by the Company;
     
  2. if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
     
  3. if an Acknowledgement has been issued by the Company in respect of the share to be transferred, that Acknowledgement has been surrendered to the Company.

 

5.2 FORM OF INSTRUMENT OF TRANSFER

 

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form as may be acceptable to the Company or its transfer agent.

 

5.3 TRANSFEROR REMAINS SHAREHOLDER

 

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

 

5.4 SIGNING OF INSTRUMENT OF TRANSFER

 

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or the Acknowledgements deposited with the instrument of transfer:

 

  1. in the name of the person named as transferee in that instrument of transfer; or
     
  2. ifno person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

 

5.5 ENQUIRY AS TO TITLE NOT REQUIRED

 

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any Acknowledgement for such shares.

 

5.6 TRANSFER FEE

 

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

 

 
- 10 -

 

PART 6 - TRANSMISSION OF SHARES

 

6.1 LEGAL PERSONAL REPRESENTATIVE RECOGNIZED ON DEATH

 

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

 

6.2 RIGHTS OF LEGAL PERSONAL REPRESENTATNE

 

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

 

PART 7 - PURCHASE OF SHARES

 

7.1 COMPANY AUTHORIZED TO PURCHASE SHARES

 

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

 

7.2 PURCHASE WHEN INSOLVENT

 

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

 

  1. the Company is insolvent; or
     
  2. making the payment or providing the consideration would render the Company insolvent.

 

7.3 SALE AND VOTING OF PURCHASED SHARES

 

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

 

  I. is not entitled to vote the share at a meeting of its shareholders;
     
  2. must not pay a dividend in respect of the share; and
     
  3. must not make any other distribution in respect of the share.

 

PART 8 - BORROWING POWERS

 

8.1 COMPANY AUTHORIZED TO BORROW

 

The Company, if authorized by the directors, may:

 

  1. borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
     
  2. issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

 

 
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  3. guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
     
  4. mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

 

PART 9-ALTERATIONS

 

9.1 ALTERATION OF AUTHORIZED SHARE STRUCTURE

 

Subject to Article 9.2, the Business Corporations Act, and any regulatory or stock exchange requirements applicable to the Company, the Company may by directors’ resolution or ordinary resolution:

 

  1. create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
     
  2. increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
     
  3. subdivide or consolidate all or any of its unissued, or fully paid and issued, shares;
     
  4. if the Company is authorized to issue shares of a class of shares with par value:

 

  a) decrease the par value of those shares; or
     
  b) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

 

  5. change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
     
  6. alter the identifying name of any of its shares; or
     
  7. otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act,

 

and, if applicable, alter its Articles and Notice of Articles accordingly.

 

9.2 SPECIAL RIGHTS AND RESTRICTIONS

 

Subject to any regulatory or stock exchange requirements applicable to the Company, the Company may by ordinary resolution or, if permitted by the Business Corporations Act, by directors’ resolution:

 

  1. create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
     
  2. vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

 

9.3 CHANGE OF NAME

 

The Company may by directors’ resolution authorize an alteration of its Notice of Articles in order to change its name subject to any other regulatory or stock exchange requirements applicable to the Company.

 

 
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9.4 OTHER ALTERATIONS

 

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by directors’ resolution alter these Articles subject to any other regulatory or stock exchange requirements applicable to the Company.

 

PART 10 - MEETINGS OF SHAREHOLDERS

 

10.1 ANNUAL GENERAL MEETINGS

 

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized under the Business Corporations Act, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

 

10.2 CONSENT RESOLUTION INSTEAD OF ANNUAL GENERAL MEETING

 

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

 

10.3 CALLING OF MEETINGS OF SHAREHOLDERS

 

The directors may, whenever they think fit, call a meeting of shareholders. Subject to Article 10.4, the location of a meeting of shareholders shall be determined by the directors and may be within or outside British Columbia.

 

10.4 MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS

 

A meeting of the Company’s shareholders may be held entirely or in part by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if approved by directors’ resolution prior to the meeting and subject to the Business Corporations Act. Any person participating in a meeting by such means is deemed to be present at the meeting.

 

10.5 NOTICE FOR MEETINGS OF SHAREHOLDERS

 

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

 

  1. if and for so long as the Company is a public company, 21 days;
     
  2. otherwise, 10 days.

 

10.6 RECORD DATE FOR NOTICE

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

 

  1. if and for so long as the Company is a public company, 21 days;
     
  2. otherwise, 10 days.

 

If no record date is set, the record date is 5 p.m. (Pacific Time) on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

 

 
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10.7 RECORD DATE FOR VOTING

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. (Pacific Time) on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

 

10.8 FAILURE TO GIVE NOTICE AND WAIVER OF NOTICE

 

The accidental omission to send notice of any shareholders’ meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. Attendance of a person (or duly appointed proxy) at a meeting of shareholders is a waiver of entitlement to notice of the meeting, unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

10.9 NOTICE OF SPECIAL BUSINESS AT MEETINGS OF SHAREHOLDERS

 

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

 

  1. state the general nature of the special business; and
     
  2. if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

 

  a) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
     
  b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

 

10.10 NOTICE OF SPECIAL BUSINESS

 

  1. In addition to any other requirements under applicable laws, for a shareholder to put forward a motion at a meeting of shareholders for any other business not being put forward for consideration by management (the “Motioning Shareholder”), the Motioning Shareholder must have given prior notice thereof that is both timely (in accordance with paragraph 2 below) and in proper written form (in accordance with paragraph 3 below) to the Secretary of the Company at the principal executive offices of the Company.
     
  2. To be timely, a Motioning Shareholder’s notice to the Secretary of the Company must be made:

 

  a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Motioning Shareholder may be made not later than the close of business on the tenth day following the Notice Date; and

 

 
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  b) in the case of a special meeting (which is not also an annual meeting) of shareholders, not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

 

The time periods for the giving of a Motioning Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof collllllence a new time period for the giving of such notice.

 

  3. To be in proper written form, a Motioning Shareholder’s notice to the Secretary of the Company must set forth particulars of:

 

  a) the specific matter and motion intended to be put forward by the Motioning Shareholder and such information relating to the motion that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for holding a shareholders’ meeting pursuant to the Act and Applicable Securities Laws (as defined below); and
     
  b) the Motioning Shareholder, including full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Motioning Shareholder has a right to vote or direct the voting of any Collllllon Shares of the Company and any other information relating to such Motioning Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

 

  4. The provisions of sections 14.12(5), (6), (7) and (8) apply equally in this Article 10.10.

 

 
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PART 11- PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

 

11.1 SPECIAL BUSINESS

 

At a meeting of shareholders, the following business is special business:

 

  1. at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
     
  2. at an annual general meeting, all business is special business except for the following:

 

  a) business relating to the conduct of or voting at the meeting;
     
  b) consideration of any financial statements of the Company presented to the meeting;
     
  c) consideration of any reports of the directors or auditor;
     
  d) the setting or changing of the number of directors;
     
  e) the election or appointment of directors;
     
  f) the appointment of an auditor;
     
  g) the setting of the remuneration of an auditor;
     
  h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
     
  i) any other business which, under these Articles or the Business Cmporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

 

11.2 SPECIAL MAJORITY

 

For the purposes of these Articles and the Business Corporations Act, the majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds (½) of the votes cast on the resolution in person or by proxy.

 

11.3 QUORUM

 

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

 

11.4 ONE SHAREHOLDER MAY CONSTITUTE QUORUM

 

If there is only one shareholder entitled to vote at a meeting of shareholders:

 

  1. the quorum is one person who is, or who represents by proxy, that shareholder; and
     
  2. that shareholder, present in person or by proxy, may constitute the meeting.

 

11.5 OTHER PERSONS MAY ATTEND

 

The directors, the chief executive officer (if any), the president (if any), the chief financial officer (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

 

 
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11.6 REQUIREMENT OF QUORUM

 

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

 

11.7 LACK OF QUORUM

 

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

 

  1. in the case of a general meeting requisitioned by shareholders, the meeting is dissolved; and
     
  2. in the case of any other meeting of shareholders, the meeting stands adjourned to the time and place determined by the chair of the meeting.

 

11.8 LACK OF QUORUM AT SUCCEEDING MEETING

 

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

 

11.9 CHAIR

 

The following individual is entitled to preside as chair at a meeting of shareholders:

 

  1. the chair of the board, if any; or
     
  2. the chief executive officer, if any; or
     
  3. the president, if any.

 

11.10 SELECTION OF ALTERNATE CHAIR

 

If, at any meeting of shareholders, there is no chair of the board, chief executive officer or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board, chief executive officer and the president are unwilling to act as chair of the meeting, or if the chair of the board, chief executive officer and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number or the Company’s solicitor to be chair of the meeting failing which the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

 

11.11 ADJOURNMENTS

 

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

11.12 NOTICE OF ADJOURNED MEETING

 

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

 

11.13 DECISIONS BY SHOW OF HANDS OR POLL

 

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

 

 
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11.14 DECLARATION OF RESULT

 

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

11.15 MOTION NEED NOT BE SECONDED

 

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

 

11.16 CASTING VOTE

 

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

 

11.17 MANNER OF TAKING POLL

 

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

 

  1. the poll must be taken:

 

  a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
     
  b) in the manner, at the time and at the place that the chair of the meeting directs;

 

  2. the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
     
  3. the demand for the poll may be withdrawn by the person who demanded it.

 

11.18 DEMAND FOR POLL ON ADJOURNMENT

 

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

 

11.19 CHAIR MUST RESOLVE DISPUTE

 

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

 

11.20 CASTING OF VOTES

 

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

 

11.21 DEMAND FOR POLL

 

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

 

 
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11.22 DEMAND FOR POLL NOT TO PREVENT CONTINUANCE OF MEETING

 

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

 

11.23 RETENTION OF BALLOTS AND PROXIES

 

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

 

PART12-VOTESOFSHAREHOLDERS

 

12.1 NUMBER OF VOTES BY SHAREHOLDER OR BY SHARES

 

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

 

  1. on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
     
  2. on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

 

12.2 VOTES OF PERSONS IN REPRESENTATIVE CAPACITY

 

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

 

12.3 VOTES BY JOINT HOLDERS

 

If there are joint shareholders registered in respect of any share:

 

  l. any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
     
  2. if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

 

12.4 LEGAL PERSONAL REPRESENTATIVES AS JOINT SHAREHOLDERS

 

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

 

12.5 REPRESENTATIVE OF A CORPORATE SHAREHOLDER

 

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

 

  1. for that purpose, the instrument appointing a representative must:

 

  a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

 

 
- 19 -

 

  b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

 

  2. if a representative is appointed under this Article 12.5:

 

  a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
     
  b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

 

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

 

12.6 PROXY PROVISIONS DO NOT APPLY TO ALL COMPANIES

 

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions (as defined in section 1(1) of the Business Corporations Act) as part of its Articles or to which the Statutory Reporting Company Provisions apply.

 

12.7 APPOINTMENT OF PROXY HOLDERS

 

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

 

12.8 ALTERNATE PROXY HOLDERS

 

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

 

12.9 PROXY HOLDER NEED NOT BE SHAREHOLDER

 

A person appointed as a proxy holder need not be a shareholder.

 

12.10 DEPOSIT OF PROXY

 

A proxy for a meeting of shareholders must be received:

 

  1. at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the period of time specified in the notice, or if no period of time is specified, at least 48 hours before the day set for the holding of the meeting; or
     
  2. at the meeting by the chair of the meeting or by the person designated by the chair of the meeting, subject to acceptance at the sole discretion of the chair of the meeting.

 

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

 

 
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12.11 VALIDITY OF PROXY VOTE

 

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

 

  1. at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
     
  2. by the chair of the meeting, before the vote is taken.

 

12.12 FORM OF PROXY

 

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

 

[name of company}

(the “Company”)

 

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

 

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

 

   
  Signed [month, day, year)
   
   
  [Signature of shareholder]
   
   
  [Name of shareholder-printed]

 

12.13 REVOCATION OF PROXY

 

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

 

  1. received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
     
  2. provided, at the meeting, to the chair of the meeting:

 

 
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12.14 REVOCATION OF PROXY MUST BE SIGNED

 

An instrument referred to in Article 12.13 must be signed as follows:

 

  1. if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in b<!Ilkruptcy;
     
  2. if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

 

12.15 PRODUCTION OF EVIDENCE OF AUTHORITY TO VOTE

 

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

 

PART 13 - DIRECTORS

 

13.1 FIRST DIRECTORS; NUMBER OF DIRECTORS

 

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. There is no requirement for the directors or shareholders to fix or set the number of directors from time to time. If the Company is a public company, the Company shall have at least three directors. If the Company is not a public company, the Company shall have at least one director.

 

13.2 CHANGE IN NUMBER OF DIRECTORS

 

If the number of directors is at any time fixed or set hereunder:

 

  1. the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; or
     
  2. if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

 

13.3 DIRECTORS’ ACTS VALID DESPITE VACANCY

 

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

 

13.4 QUALIFICATIONS OF DIRECTORS

 

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business C01porations Act to become, act or continue to act as a director.

 

13.5 REMUNERATION OF DIRECTORS

 

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors may be determined by the shareholders. Any remuneration received by a director may be in addition to any salary or other remuneration paid to such person in his capacity as an officer or employee of the Company.

 

 
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13.6 REIMBURSEMENT OF EXPENSES OF DIRECTORS

 

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

 

13.7 SPECIAL REMUNERATION FOR DIRECTORS

 

·—If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

 

13.8 GRATUITY, PENSION OR ALLOWANCE ON RETIREMENT OF DIRECTOR

 

Unless otherwise determined by ordinary resolution, the directors o:h behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

 

PART 14 - ELECTION AND REMOVAL OF DIRECTORS

 

14.1 ELECTION AT ANNUAL GENERAL MEETING

 

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

 

  1. the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
     
  2. all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

 

14.2 CONSENT TO BE A DIRECTOR

 

No election, appointment or designation of an individual as a director is valid unless:

 

  1. that individual consents to be a director in the manner provided for in the Business Corporations Act;
     
  2. that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
     
  3. with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

 

14.3 FAILURE TO ELECT OR APPOINT DIRECTORS

 

If (i) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or (ii) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors, then each director then in office continues to hold office until the earlier of:

 

  1. the date on which his or her successor is elected or appointed; and
     
  2. the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

 

 
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14.4 PLACES OF RETIRING DIRECTORS NOT FILLED

 

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not ·· result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

 

14.5 DIRECTORS MAY FILL CASUAL VACANCIES

 

Any casual vacancy occurring in the board of directors may be filled by the directors.

 

14.6 REMAINING DIRECTORS POWER TO ACT

 

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

 

14.7 SHAREHOLDERSMAYFILLVACANCIES

 

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

 

14.8 ADDITIONAL DIRECTORS

 

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

 

  1. one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
     
  2. in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

 

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

 

14.9 CEASING TO BE A DIRECTOR

 

A director ceases to be a director when:

 

  1. the term of office of the director expires;
     
  2. the director dies;
     
  3. the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
     
  4. the director is removed from office pursuant to Articles 14.10 or 14.11.

 

 
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14.10 REMOVAL OF DIRECTOR BY SHAREHOLDERS

 

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

 

14.11 REMOVAL OF DIRECTOR BY DIRECTORS

 

The directors may remove any director before the expiration of his or her term of office if:

 

  1. such director is convicted of an indictable offence;
     
  2. such director ceases to be qualified to act as a director of a company and does not promptly resign; or
     
  3. if there are at least three directors on the board, then if all other directors pass a resolution to remove such director;

 

and the remaining directors may in any such event appoint a director to fill the resulting vacancy.

 

14.12 NOMINATION OF DIRECTORS

 

  1. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

 

  a) by or at the direction of the board, including pursuant to a notice of meeting; or
     
  b) by any person (a “Nominating Shareholder”), (A) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Article 14.12 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more Common Shares carrying the right to vote at such meeting or who beneficially owns Common Shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 14.12.

 

  2. In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given prior notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the Secretary of the Company at the principal executive offices of the Company.
     
  3. To be timely, a Nominating Shareholder’s notice to the Secretary of the Company must be made:

 

  a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth day following the Notice Date; and
     
  b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

 

 
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The time periods for the giving of a Nominating Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of such notice.

 

  4. To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Company must set forth:

 

  a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the present principal occupation, business or employment of the person within the preceding five years, as well as the name and principal business of any company in which such employment is carried on; (C) the citizenship of such person; (D) the class or series and number of Common Shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have· been made publicly available and shall have occurred) and as of the date of such notice; and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and
     
  b) as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant· to which such Nominating Shareholder has a right to vote or direct the voting of any Common Shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

 

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

 

  5. No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12; provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
     
  6. For purposes of this Article 14.12 and Article 10.10:

 

  a) “Applicable Securities Laws” means the applicable securities legislation of each province and territory of Canada in which the Company is a reporting issuer, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada; and
     
  b) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

 

 
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  7. Notwithstanding any other provision of this Article 14.12, notice given to the Secretary of the Company pursuant to this Article 14.12 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery at the address of the principal executive offices of the Company, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Pacific time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

 

  8. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Article 14.12.

 

PART 15-ALTERNATEDIRECTORS

 

15.1 APPOINTMENT OF ALTERNATE DIRECTOR

 

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice ofappointment is received by the Company.

 

15.2 NOTICE OF MEETINGS

 

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

 

15.3 ALTERNATE FOR MORE THAN ONE DIRECTOR ATTENDING MEETINGS

 

A person may be appointed as an alternate director by more than one director, and an alternate director:

 

  1. will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
     
  2. has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
     
  3. will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
     
  4. has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

 

15.4 CONSENT RESOLUTIONS

 

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

 

15.5 ALTERNATE DIRECTOR NOT AN AGENT

 

Every alternate director is deemed not to be the agent of his or her appointor.

 

 
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15.6 REVOCATION OF APPOINTMENT OF ALTERNATE DIRECTOR

 

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

 

15.7 CEASING TO BE AN ALTERNATE DJRECTOR

 

The appointment of an alternate director ceases when:

 

  1. his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
     
  2. the alternate director dies;
     
  3. the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
     
  4. the alternate director ceases to be qualified to act as a director; or
     
  5. his or her appointorrevokes the appointment of the alternate director.

 

15.8 REMUNERATION AND EXPENSES OF ALTERNATE DIRECTOR

 

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed ifhe or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

 

PART 16 - POWERS AND DUTIES OF DIRECTORS

 

16.1 POWERS OF MANAGEMENT

 

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

 

16.2 APPOINTMENT OF ATTORNEY OF COMPANY

 

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

 

PART 17 - DISCLOSURE OF INTEREST OF DIRECTORS

 

17.1 OBLIGATION TO ACCOUNT FOR PROFITS

 

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

 

 
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17.2 RESTRICTIONS ON VOTING BY REASON OF INTEREST

 

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

 

17.3 INTERESTED DIRECTORCOUNTED IN QUORUM

 

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

 

17.4 DISCLOSURE OF CONFLICT OF INTEREST OR PROPERTY

 

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

 

17.5 DIRECTOR HOLDING OTHER OFFICE IN THE COMPANY

 

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

 

17.6 NO DISQUALIFICATION

 

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

 

17.7 PROFESSIONAL SERVICES BY DIRECTOR OR OFFICER

 

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

 

17.8 DIRECTOR OR OFFICER IN OTHER CORPORATIONS

 

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

 

PART 18 - PROCEEDINGS OF DIRECTORS

 

18.1 MEETINGS OF DIRECTORS

 

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

 

 
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18.2 VOTING AT MEETINGS

 

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

 

18.3 CHAIR OF MEETINGS

 

The following individual is entitled to preside as chair at a meeting of directors:

 

  1. the chair of the board, if any;
     
  2. in the absence of the chair of the board, the president, if any, if the president is a director; or
     
  3. any other director chosen by the directors or, if the directors wish, the Company’s solicitor, if:

 

  a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
     
  b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
     
  c) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

 

18.4 MEETINGS BY TELEPHONE OR OTHER COMMUNICATIONS MEDIUM

 

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone or other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

 

18.5 CALLING OF MEETINGS

 

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

 

18.6 NOTICE OF MEETINGS

 

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

 

18.7 WHEN NOTICE NOT REQUIRED

 

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

 

  l. the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
     
  2. the director or alternate director, as the case may be, has waived notice of the meeting.

 

18.8 MEETING VALID DESPITE FAILURE TO GIVE NOTICE

 

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

 

 
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18.9 WAIVER OF NOTICE OF MEETINGS

 

Any director or alternate director may send to the Company a doclllllent signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all ·· meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director at a meeting of the directors is a waiver of entitlement to notice of the meeting, unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

18.10 QUORUM

 

The quoflllll necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of the directors holding office at the time of the meeting.

 

18.11 VALIDITY OF ACTS WHERE APPOINTMENT DEFECTIVE

 

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

 

18.12 CONSENT RESOLUTIONS IN WRITING

 

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed doclllllent, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

 

PART 19 - EXECUTIVE AND OTHER COMMITTEES

 

19.1 APPOINTMENT AND POWERS OF EXECUTIVE COMMITTEE

 

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

 

  1. the power to fill vacancies in the board of directors;
     
  2. the power to remove a director;
     
  3. the power to change the membership of, or fill vacancies in, any committee of the directors; and
     
  4. such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

 

 
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19.2 APPOINTMENT AND POWERS OF OTHER COMMITTEES

 

The directors may, by resolution:

 

  1. appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
     
  2. delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:

 

  a) the power to fill vacancies in the board of directors;
     
  b) the power to remove a director;
     
  c) the power to change the membership of, or fill vacahcieifin; any committee of the directors; and
     
  d) the power to appoint or remove officers appointed by the directors; and

 

  3. make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

 

19.3 OBLIGATIONS OF COMMITTEES

 

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

 

  1. conform to any rules that may from time to time be imposed on it by the directors; and
     
  2. report every act or thing done in exercise of those powers at such times as the directors may require.

 

19.4 POWERS OF BOARD

 

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

 

  1. revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
     
  2. terminate the appointment of, or change the membership of, the committee; and
     
  3. fill vacancies in the committee.

 

19.5 COMMITTEE MEETINGS

 

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

 

  1. the committee may meet and adjourn as it thinks proper;
     
  2. the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
     
  3. a majority of the members of the committee constitutes a quorum of the committee; and
     
  4. questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

 

PART 20 - OFFICERS

 

20.1 DIRECTORS MAY APPOINT OFFICERS

 

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

 

 
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20.2 FUNCTIONS, DUTIES AND POWERS OF OFFICERS

 

The directors may, for each officer:

 

  1. determine the functions and duties of the officer;
     
  2. entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
     
  3. revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

 

20.3 QUALIFICATIONS

 

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

 

20.4 REMUNERATION AND TERMS OF APPOINTMENT

 

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company; a pension or gratuity.

 

PART 21- INDEMNIFICATION

 

21.1 DEFINITIONS

 

In this Article 21:

 

  1. “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
     
  2. “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

 

  a) is or may be joined as a party; or
     
  b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

 

  3. “expenses” has the meaning set out in the Business Corporations Act.

 

21.2 MANDATORY INDEMNIFICATION OF DIRECTORS AND FORMER DIRECTORS

 

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

 

 
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21.3 INDEMNIFICATION OF OTHER PERSONS

 

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

 

21.4 NON-COMPLIANCE WITH BUSINESS CORPORATIONS ACT

 

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

 

21.5 COMPANY MAY PURCHASE INSURANCE

 

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

 

  1. is or was a director, alternate director, officer, employee or agent of the Company;
     
  2. is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
     
  3. at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
     
  4. at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity,

 

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

 

PART 22 - DIVIDENDS

 

22.1 PAYMENT OF DIVIDENDS SUBJECT TO SPECIAL RIGHTS

 

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

 

22.2 DECLARATION OF DIVIDENDS

 

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

 

22.3 NO NOTICE REQUIRED

 

The directors need not give notice to any shareholder of any declaration under Article 22.2.

 

22.4 RECORD DATE

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. (Pacific Time) on the date on which the directors pass the resolution declaring the dividend.

 

22.5 MANNER OF PAYING DIVIDEND

 

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of cash or of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

 

 
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22.6 SETTLEMENT OF DIFFICULTIES

 

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

 

  1. set the value for distribution of specific assets;
     
  2. determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
     
  3. vest any such specific assets in trustees for the persons entitled to the dividend.

 

22.7 WHENDIVIDENDPAYABLE

 

Any dividend may be made payable on such date as is fixed by the directors.

 

22.8 DIVIDENDS TO BE PAID IN ACCORDANCE WITH NUMBER OF SHARES

 

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

 

22.9 RECEIPT BY JOINT SHAREHOLDERS

 

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

 

22.10 DIVIDEND BEARS NO INTEREST

 

No dividend bears interest against the Company.

 

22.11 FRACTIONAL DIVIDENDS

 

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

 

22.12 PAYMENT OF DIVIDENDS

 

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

 

22.13 CAPITALIZATION OF RETAINED EARNINGS OR SURPLUS

 

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

 

 
- 35 -

 

PART 23 - DOCUMENTS, RECORDS AND REPORTS

 

23.1 RECORDING OF FINANCIAL AFFAIRS

 

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

 

-23.2 INSPECTION OF ACCOUNTING RECORDS

 

Unless the directors detennine otherwise, or unless otherwise detennined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

 

PART 24 - NOTICES

 

24.1 METHOD OF GIVING NOTICE

 

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or pennitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

 

  1. mail addressed to the person at the applicable address for that person as follows:

 

  a) for a record mailed to a shareholder, the shareholder’s registered address;
     
  b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
     
  c) in any other case, the mailing address of the intended recipient;

 

  2. delivery at the applicable address for that person as follows, addressed to the person:

 

  a) for a record delivered to a shareholder, the shareholder’s registered address;

 

  b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
     
  c) in any other case, the delivery address of the intended recipient;

 

  3. sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
     
  4. sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; or
     
  5. physical delivery to the intended recipient.

 

24.2 DEEMED RECEIPT OF MAILING

 

A notice, statement, report or other record that is:

 

  1. mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;
     
  2. delivered to a person is deemed to be received by the person on the day it was delivered;

 

 
- 36 -

 

  3. faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and
     
  4. e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed.

 

24.3 CERTIFICATE OF SENDING

 

A certificate or other document signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was sent as required by Article 24.1, is conclusive evidence of that fact.

 

24.4 NOTICE TO JOINT SHAREHOLDERS

 

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

 

24.5 NOTICE TO TRUSTEES

 

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

 

  1. mailing the record, addressed to them:

 

  a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
     
  b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

 

  2. if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

 

PART 25 - SEAL AND EXECUTION

 

25.1 SEAL AND EXECUTION OF DOCUMENTS

 

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of any of the following, or in the absence of a seal and if no authorized signatories are provided for by resolution, then documents may be executed on behalf of the Company by the following persons:

 

  1. any two directors;
     
  2. any officer, together with any director;
     
  3. if the Company only has one director, that director; or
     
  4. any one or more directors or officers or other persons as may be determined from time to time by the directors in respect of the specific record to be signed.

 

 
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25.2 SEALING COPIES

 

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

 

25.3 MECHANICAL REPRODUCTION OF SEAL

 

The directors may authorize the seal to be impressed by third parties on share certificates, Acknowledgements, or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates, Acknowledgements, or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates, Acknowledgements, or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates, Acknowledgements, or bonds, debentures or other securities by the use of such dies. Share certificates, Acknowledgements, or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

 

PART 26 - PROHIBITIONS

 

26.1 DEFINITIONS

 

In this Article 26:

 

  1. “designated security” means:

 

  a) a voting security of the Company;
     
  b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
     
  c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

 

  2. “security” has the meaning assigned in the Securities Act (British Columbia);
     
  3. “voting security” means a security of the Company that:

 

  a) is not a debt security, and
     
  b) carries a voting r1ght either under all circumstances or under some circumstances that have occurred and are continuing.

 

26.2 APPLICATION

 

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

 

 
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26.3 CONSENT REQUIRED FOR TRANSFER OF SHARES OR DESIGNATED SECURITIES

 

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

 

 

 

 

 

 

Exhibit 1.3

 

 

 

 

 

Exhibit 4.1

 

BUSINESS COMBINATION AGREEMENT

 

THIS AGREEMENT is made effective as of the 16th day of December, 2019,

 

AMONG:

 

LINCOLN ACQUISITIONS CORP., a corporation incorporated under the laws of the Province of British Columbia (the “Acquiror”);

 

- and -

 

BYND – BEYOND SOLUTIONS LTD., a corporation incorporated under the laws of Israel (“BYND”);

 

- and -

 

1232986 B.C. LTD., a corporation incorporated under the laws of British Columbia (“Fundingco”);

 

- and -

 

THE HOLDERS OF ISSUED SHARES OF BYND together with those person(s) who will hold issued shares of BYND on the Closing Date (as hereinafter defined) described in Schedule “A” attached hereto (collectively referred to as the “BYND Shareholders” and individually as a “BYND Shareholders”);

 

WHEREAS:

 

A. Acquiror wishes to acquire a business and to list its common shares for trading on the Exchange;

 

B. BYND is in the business of developing, marketing and selling CRM software products and services;

 

C. On the Closing Date (as hereinafter defined), BYND will be the legal and beneficial owner of 100% of the issued shares of Cannasoft Holdco (as hereinafter defined) and Cannasoft Holdco will be the legal and beneficial owners of 74% of the issued shares of Cannasoft (as hereinafter defined);

 

D. Cannasoft is in the process of establishing a cannabis business in Israel and in connection therewith, is the owner of certain Israeli Cannabis Licencing Rights (as hereinafter defined) which when granted, will permit Cannasoft to cultivate, process and sell cannabis for medical use and testing;

 

E. Fundingco intends to conduct the Fundingco Seed Financing (as hereinafter defined) and the Fundingco Secondary Financing (as hereinafter defined) and to use the proceeds thereof to further advance both BYND’s and Cannasoft’s businesses and operations;

 

 
- 2 -

 

F. The Acquiror wishes to amalgamate with Fundingco and continue as one corporation, upon and subject to the terms and conditions set forth in this Agreement and in the Amalgamation Agreement (as hereinafter defined); and

 

G. The Acquiror wishes to purchase and acquire 100% of the issued and outstanding shares of BYND from the BYND Shareholders, upon and subject to the terms and conditions set forth in this Agreement.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree each with the other as follows:

 

1. INTERPRETATION

 

1.1 Defined Terms

 

The following terms have the following meanings in this Agreement, including the recitals and any schedules hereto, unless otherwise stated or unless there is something in the subject matter or context inconsistent therewith:

 

  (a) 102 Options” means options to purchase common shares of the Acquiror granted to individuals in accordance with the Resulting Issuer Option Plan;
     
  (b) 102 Trustee” means the trustee appointed by BYND and the Acquiror in accordance with the provisions of the Ordinance and approved by the ITA to hold 102 Options granted to persons in Israel under Resulting Issuer Option Plan;
     
  (c) 103K Trustee” means the trustee appointed by BYND and the Acquiror in accordance with the provisions of the Ordinance and approved by the ITA to hold the Resulting Issuer Consideration Shares to be issued to the BYND Shareholders and the BYND Shares transferred to the Resulting Issuer in connection with the Share Exchange Transaction for the purposes of Section 103K of the Ordinance;
     
  (d) Acquiror Disclosure Record” means all press releases and all other documents filed or otherwise publicly disseminated by Acquiror including without limitation, the offering document and related materials and information posted on the vested.ca website in connection with the Crowdfunding;
     
  (e) Acquiror Shares” means the common shares in the capital of Acquiror, as presently constituted;

 

 
- 3 -

 

  (f) Acquiror Special Warrants” collectively, means: (i) the 978,500 special warrants of the Acquiror issued to investors in connection with the Crowdfunding, (ii) the 200,000 compensation special warrants of the Acquiror issued to Vested Technology Corp. in connection with the Crowdfunding, and (iii) the 1,000,000 finders special warrants to be issued to the Finders prior to the Time of Closing, which Acquiror Special Warrants are now and immediately prior to the Amalgamation Transaction will be, convertible into Acquiror Shares on a 1:1 basis, for no additional consideration;
     
  (g) Acquisitions” collectively means the Share Exchange Transaction and the Amalgamation Transaction;
     
  (h) Agreement” means this agreement and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof, and the expressions “above”, “below”, “herein”, “hereto”, “hereof” and similar expressions refer to this agreement;
     
  (i) Amalgamation Agreement” means the amalgamation agreement to be entered into by the Acquiror and Fundingco on or prior to the Closing Date to give effect to the Amalgamation Transaction;
     
  (j) Amalgamation Transaction” means the amalgamation transaction described in Section 2.01;
     
  (k) Applicable Law” means all applicable rules, policies, notices, orders and legislation of any kind whatsoever of any Governmental Authority, regulatory body or stock exchange having jurisdiction over the transactions contemplated hereby;
     
  (l) BCCA” means the Business Corporations Act (British Columbia) as amended and restated from time to time;
     
  (m) Business” means the business presently and heretofore carried on by Acquiror, BYND, Fundingco, Cannasoft or Cannasoft Holdco, as the case may be, as a going concern and the intangible goodwill associated therewith and any and all interests of whatsoever kind and nature related thereto;
     
  (n) Business Day” means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia;
     
  (o) BYND Financial Statements” collectively means audited financial statements of BYND for the year ended December 31, 2018 and the unaudited financial statements of BYND for the 9 month period ending September 30, 2019 attached hereto as Schedule “B”;

 

 
- 4 -

 

  (p) BYND Reorganization” means a series of transactions to be completed by BYND, the BYND Shareholders, Cannasoft and Cannasoft Holdoco following which: (i) the BYND Shareholders will be the legal and beneficial owners of 100% of the issued and outstanding BYND Shares, (ii) BYND will be the legal and beneficial owner of 100% of the issued and outstanding Cannasoft Holdco Shares, (iii) Cannasoft Holdco will be the legal and beneficial owner of 74% of the issued and outstanding Cannasoft Shares, (iv) the Original Rights Holder will be the legal and beneficial owners of the remaining 26% of the issued and outstanding Cannasoft Shares, and (v) Cannasoft will directly or indirectly own the Israeli Cannabis Licensing Rights;
     
  (q) BYND Shareholders” means the persons as set forth and described in Schedule “A” to this Agreement who, on the Closing Date, will be the legal and beneficial owners of 100% of the issued and outstanding shares BYND Shares;
     
  (r)   BYND Shares” means the shares in the capital of BYND of any class or series;
     
  (s) Cannasoft” means b.i.b.i Entrepreneurship and Investment Ltd., a corporation formed pursuant to the laws of Israel;
     
  (t) Cannasoft Holdco” means Cannasoft Pharma 2019 Ltd., a corporation formed pursuant to the laws of Israel;
     
  (u) Cannasoft Holdco Shares” means shares in the capital of Cannasoft Holdco of any class or series;
     
  (v) Cannasoft Shares” means the shares in the capital of Cannasoft of any class or series;
     
  (w) Certificate” means a written certificate of a matter or matters of fact which, if required by a corporation, shall be made by a duly authorized officer of the corporation;
     
  (x) Closing” means the completion of the Acquisitions on the Closing Date pursuant to the terms and conditions contained in this Agreement;
     
  (y) Closing Date” means February 28, 2020 or such other date upon which Acquiror, BYND, Fundingco and the BYND Shareholders mutually agree;
     
  (z) Crowdfunding” means the sale by the Acquiror of 978,500 Acquiror Special Warrants to investors at a subscription price of $0.05 per special warrant, which raised gross proceeds of $48,925.00;
     
  (aa) Documents” means all contracts, agreements, documents, permits, licenses, certificates, plans, drawings, specifications, reports, compilations, analysis, studies, financial statements, budgets, market surveys, minute books, corporate records, corporate seals and any other documents or information of whatsoever nature relating to Acquiror or BYND, as the case may be, and any all rights in relation thereto;

 

 
- 5 -

 

  (bb) Due Diligence Period” means the period commencing on the Effective Date and ending on January 15, 2020;
     
  (cc) Effective Date” means the date of this Agreement;
     
  (dd) Encumbrance” means, whether or not registered or registerable or recorded or recordable, and regardless of how created or arising:

 

  (i) a mortgage, assignment of rent, lien, encumbrance, adverse claim, charge, restriction, title defect, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), hire purchase agreement, conditional sales contract, title retention agreement, equipment trust or financing lease, and a subordination to any right or claim of others in respect thereof;
     
  (ii) a claim, interest, or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), including, without limitation, an easement, right-of-way, servitude or other similar right in property granted to or reserved or taken by any Person;
     
  (iii) an option or other right to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);
     
  (iv) a lien or charge for taxes, assessments, duties, fees, premiums, imposts, levis and other charges imposed by any lawful authority;
     
  (v) any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); or
     
  (vi) any agreement to create, or right capable of becoming, any of the foregoing;

 

  (ee) Exchange” means the Canadian Securities Exchange;
     
  (ff) Exchange Policies” means the policies of the Exchange in force from time to time;
     
  (gg) Finders” means those persons designated by the Acquiror to receive up to 1,000,000 Acquiror Special Warrants, prior to the Time of Closing;
     
  (hh) Fundingco Class A Shares” means the Class A common shares in the capital of Fundingco;
     
  (ii) Fundingco Class B Shares” means the Class B common shares in the capital of Fundingco;

 

 
- 6 -

 

  (jj) Fundingco Secondary Financing” means the offering by Fundingco, of Fundingco Secondary Financing Special Warrants to investors;
     
  (kk) Fundingco Secondary Financing Price” means the subscription price paid by investors for each Fundingco Secondary Financing Special Warrant pursuant to the Fundingco Secondary Financing, which price shall not be less than $0.20 special warrant;
     
  (ll) Fundingco Secondary Financing Special Warrants” means the special warrants of Fundingco to be issued to investors in connection with the Fundingco Secondary Financing, which Fundingco Secondary Financing Special Warrants will be when issued, convertible into Fundingco Class B Shares on a 1 for 1 basis, for no additional consideration;
     
  (mm) Fundingco Seed Financing” means the offering by Fundingco, of Fundingco Seed Financing Special Warrants to investors at a subscription price of $0.02 per special warrant;
     
  (nn) Fundingco Seed Financing Special Warrants” means the special warrants of Fundingco to be issued to investors in connection with the Fundingco Seed Financing, which Fundingco Seed Financing Special Warrants will be, prior to the Amalgamation, convertible into Fundingco Class A Shares on a 1 for 1 basis, for no additional consideration;
     
  (oo) Fundingco Shares” means collectively, the Fundingco Class A Shares and the Fundingco Class B Shares
     
  (pp) Fundingco Subscriber” means Ofir Avitan, the holder of the Fundingco Subscriber Share;
     
  (qq) Fundingco Subscriber Share” means the one (1) Fundingco Class A Share issued to the Fundingco Subscriber in connection with the incorporation of Fundingco;
     
  (rr) generally accepted accounting principles” means the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which date such calculation is made or required to be made in accordance with generally accepted accounting principles applied on a basis consistent with preceding years;
     
  (ss) Israeli Cannabis Licensing Rights” means the rights, held by Cannasoft, to procure a license to cultivate, process and sell cannabis for medical use and testing;
     
  (tt) ITA” means the Israel Tax Authority, any successor thereto or any Taxing authority of the government of Israel;

 

 
- 7 -

 

  (uu) Governmental Authority” means any government or governmental, administrative, regulatory or judicial body, department, commission, authority, tribunal, agency or entity;
     
  (vv) Material Adverse Change” means any change (or any condition, event or development involving a prospective change) in the business, operations, results of operations, assets, capitalization, financial condition, licences, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise, of the party referred to which is, or could reasonably be expected to be, materially adverse to the business of such party other than a change: (i) which has prior to the date hereof been publicly disclosed or otherwise disclosed in writing to the other party; or (ii) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada or elsewhere;
     
  (ww) NOP” means the non-offering prospectus to be filed in British Columbia and such other jurisdictions (if any) as the parties may agree;
     
  (xx) Ordinance” means the Israeli Income Tax Ordinance, 1961, as amended, and the rules and regulations promulgated thereunder;
     
  (yy) Original Rights Holder” means Dalya Bzizinsky, the former holder of the Israeli Cannabis Licensing Rights;
     
  (zz) Permits” means all licenses, permits and similar rights and privileges that are required and necessary under applicable legislation, regulations, rules and order for the Acquiror, BYND, Fundingco or Cannasoft, as the case may be, to own and operate their respective assets and Business or for the status and qualification of the Acquiror, BYND, Fundingco or Cannasoft, as the case may be, to own and operate their respective assets and Business to carry on their respective Business;
     
  (aaa)  “Person” means an individual, company, corporation, body corporate, partnership, joint Acquiror, society, association, trust or unincorporated organization, or any trustee, executor, administrator, or other legal representative;
     
  (bbb) Profit Agreement” means an agreement among the Original Rights Holder, Cannasoft, BYND and the Acquiror (or the Resulting Issuer, as applicable) which provides inter alia that any and all economic benefits derived from the assets held by Cannasoft from time to time, including without limitation, the Israeli Cannabis Licensing Rights, shall accrue to and be for the benefit of BYND;
     
  (ccc) Regulatory and Third Party Approvals” means all third party approvals required to be obtained prior to Closing for all of the transactions contemplated herein, including without limitation, all required approvals of the Exchange;

 

 
- 8 -

 

  (ddd) Resulting Issuer” means the corporation resulting from the Amalgamation Transaction;
     
  (eee) Resulting Issuer Consideration Shares” means the Resulting Issuer Shares to be issued by the Resulting Issuer to the BYND Shareholders in exchange for the BYND Shares in connection with the Share Exchange Transaction;
     
  (fff) Resulting Issuer Option Plan” means the stock option plan to be adopted by the Acquiror prior to the Time of Closing in such form as BYND and the Acquiror shall agree, acting reasonably;
     
  (ggg) Resulting Issuer Shares” means the common shares in the capital of the Resulting Issuer;
     
  (hhh) Securities Act” means the Securities Act (British Columbia), as amended and restated from time to time;
     
  (iii) Share Exchange Transaction” means the share exchange transaction described in Section 2.2(a);
     
  (jjj) Tax Act” means the Income Tax Act (Canada), as amended and restated from time to time;
     
  (kkk) Time of Closing” means 11:00 a.m. (Vancouver, B.C. local time) on the Closing Date or such other time upon which Acquiror, BYND and the BYND Shareholders mutually agree;
     
  (lll) Trust Agreement” means the trust agreement among Acquiror, BYND and the BYND Shareholders and the Trustee (in its capacity as the 102 Trustee and 103K Trustee), to be executed and delivered at the Closing, in the form and substance to be agreed upon between the parties and the Exchange, prior to Closing; and
     
  (mmm) Trustee” collectively, means the 102 Trustee and the 103K Trustee.

 

1.2 Schedules

 

The following schedules attached hereto constitute a part of this Agreement:

 

Schedule “A” – BYND Shareholders

 

Schedule “B” – BYND Financial Statements

 

1.3 Schedule References

 

Wherever any provision of any schedule to this Agreement conflicts with any provision in the body of this Agreement, the provisions of the body of this Agreement shall prevail. References herein to a schedule shall mean a reference to a schedule to this Agreement.

 

 
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References in any schedule to this Agreement shall mean a reference to this Agreement. References to any schedule to another schedule shall mean a reference to a schedule to this Agreement.

 

1.4 Headings

 

The headings in this Agreement are for reference only and do not constitute terms of the Agreement.

 

1.5 Interpretation

 

Whenever the singular or masculine is used in this Agreement the same shall be deemed to include the plural or the feminine or the body corporate as the context may require.

 

1.6 Currency

 

Unless otherwise stated, all references to money in this Agreement shall be deemed to be references to the currency of Canada.

 

1.7 Knowledge

 

Where a representation or warranty is made in this Agreement on the basis of the knowledge or the awareness of the party, such knowledge or awareness consists only of the actual knowledge or awareness, as of the date of this Agreement, of the directors and senior executive officers of that party, but does not include the knowledge or awareness of any other individual or any constructive, implied or imputed third party knowledge.

 

2. THE BUSINESS COMBINATION

 

2.1 Business Combination Steps

 

Each of the parties hereto agrees to effect the combination of the respective businesses and assets of the Acquiror, Fundingco and BYND, by way of a series of steps or transactions including without limitation, the Secondary Financing, the Amalgamation Transaction and the Share Exchange Transaction. Each party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:

 

  (a) BYND Reorganization. BYND, Cannasoft, Cannasoft Holdco and the BYND Shareholders shall use commercially reasonable efforts to complete the BYND Reorganization on or prior to the Closing Date.
     
  (b) Fundingco Financings. Fundingco shall use commercially reasonable efforts to complete the Fundingco Seed Financing and the Fundingco Secondary Financing.

 

 
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  (c) Acquiror Meeting. The Acquiror shall duly call and convene a meeting of its shareholders (or in the alternative, the Acquiror may obtain approval of the holders of Acquiror Shares by consent resolution) at which the holders of Acquiror Shares will be asked to approve the Amalgamation Transaction, the Resulting Issuer Option Plan if required by the Exchange and, if required, the Share Exchange Transaction and the Acquiror shall use all commercially reasonable efforts to obtain the approval of the holders of Acquiror Shares for the foregoing matters.
     
  (d) Fundingco Meeting.Fundingco shall duly call and convene a meeting of its shareholders (or in the alternative, the Fundingco may obtain approval of the holders of Fundingco Shares by consent resolution) at which the holders of Fundingco Shares will be asked to approve the Amalgamation Transaction and if required, the Share Exchange Transaction and Fundingco shall use all commercially reasonable efforts to obtain the approval of the holders of Fundingco.
     
  (e) The Amalgamation Transaction. The Acquiror and Fundingco shall complete the Amalgamation Transaction as described in Section 2.2.
     
  (f) The Share Exchange Transaction. Immediately following completion of the Amalgamation Transaction, the Acquiror and the BYND Shareholders shall complete the Share Exchange Transaction as described in Section 2.3.

 

2.2 The Amalgamation Transaction

 

Upon and subject to the terms and conditions of this Agreement, at the Time of Closing (but for greater certainty, immediately prior to completion of the Share Exchange Transaction), each of the Acquiror and Fundingco agree to amalgamate and continue as one corporation under such name as the parties hereto shall mutually agree (the “Resulting Issuer”) pursuant to the provisions of the BCCA and in accordance with the terms more particularly set out in the Amalgamation Agreement to be entered into on the Closing Date (the “Amalgamation Transaction”), which Amalgamation Agreement shall provide inter alia:

 

  (a) that the authorized capital of the Resulting Issuer be comprised of an unlimited number of Resulting Issuer Shares;
     
  (b) that each holder of Acquiror Shares immediately prior to the Amalgamation Transaction, be issued one-half (1/2) of a Resulting Issuer Share for each Acquiror Share so held;
     
  (c) that each holder of Acquiror Special Warrants immediately prior to the Amalgamation Transaction shall, as a result of the Amalgamation Transaction, thereafter be entitled to receive one-half (1/2) of a Resulting Issuer Shares for each Acquiror Special Warrant so held;
     
  (d) that the Fundingco Subscriber be paid the sum of ($1.00) for the Fundingco Subscriber Share and that upon such payment, the Fundingco Subscriber Share shall be cancelled;

 

 
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  (e) that each holder of Fundingco Seed Financing Special Warrants immediately prior to the Amalgamation Transaction shall, as a result of the Amalgamation Transaction, thereafter be entitled to receive one (1) Resulting Issuer Share (or such other number of Resulting Issuer Shares as Fundingco and the Acquiror may in writing, agree) for each Fundingco Seed Financing Special Warrant so held; and
     
  (f) that each holder of Fundingco Secondary Financing Special Warrants immediately prior to the Amalgamation Transaction shall, as a resulting of the Amalgamation Transaction, thereafter be entitled to receive one (1) Resulting Issuer Share (or such other number of Resulting Issuer Shares as Fundingco and the Acquiror may in writing, agree) for each Fundingco Secondary Financing Special Warrant so held.

 

2.3 The Share Exchange Transaction

 

Upon and subject to the terms and conditions of this Agreement (but for greater certainty, immediately following completion of the Amalgamation Transaction), each BYND Shareholder hereby agrees to sell, transfer and convey the BYND Shares owned by such BYND Shareholder at the Time of Closing, to the Resulting Issuer and the Resulting Issuer agrees to purchase all (but not less than all) of the BYND Shares from the BYND Shareholders, by the issuance to the BYND Shareholders pro rata (based on their proportional ownership of the BYND Shares), of the Resulting Issuer Consideration Shares, the number of which to be calculated in accordance with Section 2.4, at a deemed price per Resulting Issuer Consideration Share which is equal to the Fundingco Secondary Financing Price (the “Share Exchange Transaction”).

 

2.4 Share Exchange Transaction - Purchase Price

 

The Acquiror, Fundingco and the BYND Shareholders agree that:

 

  (a) the number of Resulting Issuer Shares which shall be issuable to the BYND Shareholders in connection with the Share Exchange Transaction (the “Resulting Issuer Consideration Shares”), together with
     
  (b) the number of Resulting Issuer Shares which shall be issuable to holders of Fundingco securities as a result of the Amalgamation Transaction,

 

shall, in the aggregate, be equal to 23,070,750 Resulting Issuer Shares and for greater certainty, the number of Resulting Issuer Shares which shall be issuable to holders of Acquiror Shares and Acquiror Special Warrants Shares upon completion of the Share Exchange Transaction shall represent, in the aggregate, 5% of the total number of Resulting Issuer Shares which shall be issuable to the BYND Shareholders and the holders of Fundingco Special Warrants, unless otherwise agreed by BYND and Fundingco.

 

 
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2.5 Share Exchange Transaction – BYND Shareholder Acknowledgements

 

Each BYND Shareholder hereby acknowledges and agrees with the Acquiror (and the Resulting Issuer), as follows:

 

  (a) that the transfer of the BYND Shares to the Resulting Issuer (or the 103K Trustee as the case may be) and the issuance of the Resulting Issuer Consideration Shares to the BYND Shareholders (or the 103K Trustee on behalf of the BYND Shareholders as the case may be), in connection with the Share Exchange Transaction, will be made pursuant to appropriate exemptions (the “Exemptions”) from the registration and prospectus (or equivalent) requirements of the applicable securities laws;
     
  (b) as a consequence of acquiring the Resulting Issuer Consideration Shares pursuant to the Exemptions:

 

  (i) the Resulting Issuer will be relying on an exemption from the requirements to provide the BYND Shareholders with a prospectus to sell securities through a person registered to sell securities under the Securities Act and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act, including statutory rights of rescission or damages, will not be available to the BYND Shareholders;
     
  (ii) the BYND Shareholders may not receive information that might otherwise be required to be provided to the BYND Shareholders, and the Resulting Issuer will be relieved from certain obligations that would otherwise apply under the Securities Act if the Exemptions were not being relied upon by the Resulting Issuer;
     
  (iii) there is no government or other insurance covering the Resulting Issuer Consideration Shares;
     
  (iv) there are risks associated with the acquisition of the Resulting Issuer Consideration Shares;
     
  (v) there are restrictions on the BYND Shareholder’s ability to resell the Resulting Issuer Consideration Shares and it is the responsibility of each BYND Shareholder to find out what those restrictions are and to comply with them before selling the Resulting Issuer Consideration Shares; and
     
  (vi) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Resulting Issuer Consideration Shares;

 

  (c) each BYND Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Law of that jurisdiction which applies to the sale of the BYND Shares and the issuance of the Resulting Issuer Consideration Shares and which may impose restrictions on the resale of such Resulting Issuer Consideration Shares in that jurisdiction and it is the responsibility of each BYND Shareholder to become aware of what those trade restrictions are, and to comply with them before selling the Resulting Issuer Consideration Shares; and

 

 
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  (d) the Resulting Issuer Consideration Shares may be subject to certain resale restrictions under Applicable Law and the BYND Shareholders agree to comply with such restrictions and the BYND Shareholders also acknowledge that the certificates for the Resulting Issuer Consideration Shares may bear a legend or legends respecting restrictions on transfers as required under Applicable Law and that each BYND Shareholder has been advised to consult its own legal advisor with respect to applicable resale restrictions and that each is solely responsible for complying with such restrictions.

 

2.6 Share Exchange Transaction - Purchase of Entire Interest

 

It is the understanding of the parties hereto that this Agreement shall provide for the purchase of all of the BYND Shares that are owned or held by the BYND Shareholders at the Time of Closing, whether same are owned as at the Effective Date or to be acquired after the Effective Date, and the BYND Shareholders therefore covenant and agree with Acquiror (and the Resulting Issuer) that if prior to the Closing Date they acquire any further shares or securities of BYND or rights to acquire any shares or securities of BYND in addition to those set forth in this Agreement, then such shares or securities of BYND shall be subject to the terms of this Agreement, and such shares or securities of BYND shall be delivered or such rights shall be transferred to Acquiror at the Time of Closing, without the payment of any additional or further consideration.

 

2.7 Share Exchange Transaction - Delivery of Shares

 

Subject to the fulfilment of all of the terms and conditions hereof (unless waived as herein provided), at the Time of Closing of the Share Exchange Transaction:

 

  (a) the BYND Shareholders shall deliver to the Resulting Issuer or, if required by the 103K Ruling or 103K Interim Ruling (as hereinafter defined), to the 103K Trustee on behalf of the Resulting Issuer, certificates or equivalents representing the BYND Shares, duly registered to the Resulting Issuer or, if required by the 103K Ruling, to the 103K Trustee on behalf of the Resulting Issuer, or as it may otherwise direct in writing; and
     
  (b) the Resulting Issuer shall issue and deliver to the 103K Trustee on behalf of the BYND Shareholders, certificates representing the Resulting Issuer Consideration Shares, duly registered to BYND Shareholders, or if required by the 103K Ruling or 103K Interim Ruling, to the 103K Trustee on behalf of the BYND Shareholders, or as they may otherwise direct in writing.

 

 
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3. CHANGE IN DIRECTORS AND OFFICERS

 

3.1 Resignations

 

At the Time of Closing and subject to delivery of mutual releases acceptable to the Resulting Issuer and BYND and the individuals as hereinafter described, the Acquiror shall deliver the resignation of the then directors and officers of the Acquiror who are not continuing as directors and officers of the Resulting Issuer.

 

3.2 New Directors

 

Effective as of the Closing and subject to prior Exchange approval, the Acquiror agrees that Moti Maram, Avner Tal and Yftah Ben Yaackov, together with such other person(s) as BYND may designate, will be appointed as directors of the Resulting Issuer.

 

4. TAX RULINGS

 

4.1 103K Tax Ruling

 

BYND and the BYND and the BYND Shareholders have prepared and filed with the ITA, an application for a ruling (or an interim ruling):

 

  (a) permitting each BYND Shareholder to defer any applicable Israeli Tax, if applied, with respect to his/her/its portion of the Resulting Issuer Consideration Shares received pursuant to the Share Exchange Transaction, until: (ii) the sale, transfer or other conveyance for cash of Resulting Issuer Consideration Shares by any such BYND Shareholder, or (ii) such other date set forth in Section 103K of the Ordinance; and
     
  (b)

if required, permitting the Acquiror to defer any applicable Israeli Tax, if applied, with respect to any further sale, transfer or conveyance by the Acquiror of the BYND Shares acquired from the BYND Shareholders pursuant to the Share Exchange Transaction, until: (ii) the sale, transfer or other conveyance for cash of such BYND Shares, or (ii) such other date set forth in Section 103K of the Ordinance

 

(collectively, the “103K Tax Ruling”);

 

4.2 Interim Ruling

 

If the 103K Tax Ruling is not granted prior to the Closing Date, BYND shall seek to receive, prior to the Closing Date, an interim Tax ruling confirming among other things that the Acquiror and anyone acting on its behalf will be exempt from Israeli withholding Tax in relation to any transfer or issuance of shares to the 103K Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Interim 103K Tax Ruling”).

 

 
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4.3 Cooperation

 

The Acquiror shall cooperate with BYND, the BYND Shareholders and their Israeli counsel with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable in order to obtain the 103K Tax Ruling and if applicable, the Interim 103K Tax Ruling.

 

5. COVENANTS AND AGREEMENTS

 

5.1 Given by Acquiror

 

From and including the Effective Date through to and including the Time of Closing, or for such other period(s) as may be set forth below, the Acquiror covenants and agrees with BYND, Fundingco and the BYND Shareholders, that the Acquiror will:

 

  (a) until the expiry of the Due Diligence Period, permit representatives of BYND, Fundingco, Cannasoft and the BYND Shareholders full access during normal business hours to Acquiror’s documents including, without limitation, all of the assets, contracts, financial records and minute books of Acquiror, so as to permit such investigation of Acquiror as BYND and Fundingco deem reasonably necessary;
     
  (b) use its reasonable commercial efforts to obtain, in a timely manner, all necessary Acquiror shareholder approvals (if deemed necessary) and Regulatory and Third Party Approvals for the transactions contemplated hereunder which the Acquiror is required to obtain, and if shareholder approval is sought, to have insiders of Acquiror enter into voting agreements with BYND whereby such insiders agree to vote their shares in favour of the transactions contemplated hereunder;
     
  (c) use commercially reasonable efforts to approve and adopt the Resulting Issuer Option Plan in accordance with Exchange requirements, including if applicable, obtaining shareholder approval;
     
  (d) as soon as practicable after the Effective Date, file the preliminary NOP in British Columbia and such other jurisdictions (if any) as the parties may agree for the purposes of: (i) qualifying the issuance of the Resulting Issuer Shares upon the conversion of the Acquiror Special Warrants; (ii) qualifying the issuance of the Resulting Issuer Shares upon the conversion of the Fundingco Seed Financing Special Warrants; (iii) qualifying the issuance of the Resulting Issuer Shares upon the conversion of the Fundingco Secondary Financing Special Warrants; (iv) qualifying, to the extent possible, all previously issued shares of the Acquiror; (v) becoming a reporting issuer in those jurisdictions; and (vi) satisfying an anticipated condition to the Resulting Issuer listing on the CSE;

 

 
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  (e) co-operate with Fundingco, in Fundingco’s efforts to complete the Fundingco Secondary Financing such that the closing of the Fundingco Secondary Financing will occur prior to or concurrently with the Closing;
     
  (f) use its reasonable commercial efforts to obtain Exchange approval to list the common shares of the Resulting Issuer for trading on the Exchange;
     
  (g) not take any action which would reasonably be expected to result in the Exchange refusing to list its common shares for trading;
     
  (h) use its reasonable commercial efforts to ensure that any escrow conditions required by the Exchange on the Resulting Issuer Consideration Shares or the Resulting Issuer Shares issued upon conversion of the Fundingco Seed Financing Special Warrants or the Fundingco Secondary Financing Special Warrants is the least restrictive as possible in the circumstances;
     
  (i) not carry on any business or activity except as may be necessary for the Acquiror to complete the Acquisitions as contemplated herein and except where to do so would not material adversely affect the completion of the transactions under this Agreement;
     
  (j) not issue any securities and not enter into any agreement or understanding with any other party other to issue any securities, without the prior written consent of BYND and Fundingco, such consent not to be unreasonably withheld;
     
  (k) not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any person (other than BYND, Fundingco, Cannasoft and the BYND Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it;
     
  (l) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 7.1 and 7.2 and to close the Acquisitions and related transactions;
     
  (m) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of Acquiror contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein;
     
  (n) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of Acquiror for the performance by Acquiror of its obligations under this Agreement prior to the Closing;

 

 
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  (o) notify BYND, Fundingco and Cannasoft immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and
     
  (p) ensure that Acquiror complies in all respects with the foregoing covenants of this Agreement.

 

5.2 Given by BYND, Fundingco and the BYND Shareholders

 

From and including the Effective Date through to and including the Time of Closing, or for such other period(s) as may be set forth below, each of BYND, Fundingco and the BYND Shareholders covenant and agree with Acquiror, that they will:

 

  (a) until expiry of the Due Diligence Period, permit representatives of Acquiror, at their own cost, full access during normal business hours to each of BYND’s, Fundingco’s and Cannasoft’s documents including, without limitation, all of the assets, contracts, financial records and minute books of BYND, Fundingco and Cannasoft, so as to permit Acquiror to make such investigation of BYND, Fundingco and Cannasoft as Acquiror deems necessary;
     
  (b) use commercially reasonable efforts to complete any steps required in Israel and any other jurisdiction which they may be subject to complete the Acquisitions and the corollary transactions;
     
  (c) prepare the NOP together with any other documents required by Applicable Law in connection therewith as promptly as reasonably practicable following execution of this Agreement;
     
  (d) provide to Acquiror all such further documents, instruments and materials and do all such acts and things as may be reasonably required by Acquiror to seek the Regulatory and Third Party Approvals, including, without limiting the foregoing, providing all relevant information concerning it and its Business operations and financial statements for inclusion in the NOP, or any amendments or supplements to the NOP;
     
  (e) preserve and protect the goodwill, assets, Business and undertaking of BYND, Fundingco and Cannasoft;
     
  (f) use its commercially reasonable efforts to obtain all required third party consents, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil its obligations hereunder and to carry out the transactions contemplated by this Agreement, including obtaining any shareholder approvals, consents or agreements, to be able to complete the Acquisitions, on Closing, as contemplated herein;

 

 
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  (g) use commercially reasonable efforts to complete the Fundingco Secondary Financing such that the closing of the Fundingco Secondary Financing will occur on or prior to the Time of Closing;
     
  (h) co-operate with Acquiror, in Acquiror’s efforts to obtain all required Regulatory and Third Party Approvals;
     
  (i) carry on the Business of BYND, Fundingco and Cannasoft, as the case may be, in the ordinary course in a reasonable and prudent manner and as otherwise contemplated by this Agreement;
     
  (j) except as set out in this Agreement, not enter into any agreement or understanding with any other party to issue any securities of BYND, Fundingco or Cannasoft without the prior written consent of Acquiror, such consent not to be unreasonably withheld;
     
  (k) not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any person (other than Acquiror), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of BYND, Fundingco or Cannasoft;
     
  (l) make other necessary filings and applications under applicable, foreign, federal and provincial laws and regulations required on the part of it in connection with the transactions contemplated herein;
     
  (m) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of BYND, Fundinco and of Cannasoft for the performance of their respective obligations under this Agreement prior to the Time of Closing;
     
  (n) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 7.1 and 7.3 and to close the Acquisitions and related transactions by the Closing Date;
     
  (o) use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of it contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein;
     
  (p) notify Acquiror immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and

 

 
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  (q) ensure that it complies in all respects with the foregoing covenants of this Agreement.

 

6. TRANSACTIONS EXPENSES

 

Each of the parties to this Agreement will bear all costs and expenses incurred by such party in negotiating and preparing the Agreement and in Closing and carrying out the transactions contemplated by the Agreement. All costs and expenses related to satisfying any condition or fulfilling any covenant contain in this Agreement will be borne by the party whose responsibility it is to satisfy the outstanding condition or fulfill the covenant in question.

 

7. CONDITIONS PRECEDENT

 

7.1 In favour of all parties

 

The obligations of all parties to complete the Acquisitions contemplated herein, are subject to the fulfillment of the following conditions prior to the Time of Closing, or such other time as herein provided:

 

  (a) BYND, the BYND Shareholders, Cannasoft and Cannasoft Holdco shall have completed the BYND Reorganization;
     
  (b) Fundingco shall have closed or shall close at the Time of Closing the Fundingco Secondary Financing raising such amount of capital as is necessary such that, upon completion of the Acquisitions, the Resulting Issuer shall satisfy the Exchange’s financial resources listing requirements as described in Section 1.4 and if applicable, Section 1.5 of Appendix A to Exchange Policy 2;
     
  (c) the Original Rights Holder, Cannasoft, BYND and the Acquiror shall have entered into the Profit Agreement in such form as the parties thereto shall agree, acting reasonably;
     
  (d) the receipt from the Exchange of conditional listing approval for the Resulting Issuer Shares that will be outstanding upon completion of the Acquisitions and upon conversion of the Acquiror Special Warrants, the Fundingco Seed Financing Special Warrants and the Fundingco Secondary Financing Special Warrants;
     
  (e) the Acquiror shall have received an invitation from the applicable securities regulatory authorities, to file and obtain a receipt for the final NOP;
     
  (f) the receipt of approval of the board of directors of Acquiror, BYND and Fundingco to this Agreement and all other documents relating to the Acquisitions;

 

 
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  (g) the receipt of all approvals of the shareholders of the Acquiror and of the shareholders of BYND and Fundingco, as may be required by applicable corporate or securities laws;
     
  (h) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Acquisitions;
     
  (i) all consents, orders and approvals required for the completion of the Acquisitions and transactions ancillary thereto shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably, including without limitation the receipt of all necessary Regulatory and Third Party Approvals; and
     
  (j) the Agreement shall have not been terminated in accordance with Article 12 of this Agreement.

 

7.2 In favour of Acquiror

 

The Acquiror’s obligations to complete the Acquisitions contemplated herein, are subject to the fulfilment of the following conditions prior to Time of Closing, or such other time as herein provided:

 

  (a) prior to expiry of the Due Diligence Period, the Acquiror shall have completed its due diligence review of BYND, Fundingco and Cannasoft to the Acquiror’s satisfaction, acting reasonably;
     
  (b) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, condition (financial or otherwise) or affairs of BYND, Fundingco or Cannasoft (considered on a consolidated basis) since November 11, 2019;
     
  (c) the representations and warranties of BYND, Fundingco and the BYND Shareholders contained in this Agreement shall be true and correct in all material respects as of the Closing Date, other than: (i) as expressly contemplated herein, or (ii) as a result of any change agreed upon in writing by the parties, and each of BYND, Fundingco and the BYND Shareholders shall have complied with all covenants required to have been performed by them at or before the Closing and the Acquiror shall have received a certificate of each of BYND, Fundingco and the BYND Shareholders certifying as such;
     
  (d) no legal proceeding shall be pending or threatened in writing wherein an unfavourable judgment, order, decree, stipulation or injunction would (A) prevent consummation of any component of the Acquisitions or any transaction related to the Acquisitions, or (B) cause any component of the Acquisitions or any transaction related to the Acquisitions to be rescinded following consummation;

 

 
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  (e) no inquiry or investigation (whether formal or informal) in relation to BYND, Fundingco or Cannasoft or their respective directors, officers or shareholders, as applicable, shall have been commenced or threatened by any securities commission or other federal, provincial, state or local regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could result in a Material Adverse Change on the business and affairs of BYND, Fundingco or Cannasoft after giving effect to the Acquisitions;
     
  (f) all documents necessary, in the view of counsel to Acquiror acting reasonably, to complete the Acquisitions shall have been delivered at the Closing;
     
  (g) if a shareholders’ meeting of Acquiror is convened to approve the Acquisitions, the shareholders of Acquiror will have given all necessary approvals for the entry into of this Agreement and all transactions to be completed by Acquiror as contemplated hereby;
     
  (h) the board of directors of the Acquiror will have given all necessary approvals for the entry into of this Agreement and all transactions contemplated hereby to be completed by the Acquiror; and
     
  (i) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the Acquisitions (including documents to be delivered pursuant to section 10.2) will be completed and reasonably satisfactory in form and substance to Acquiror’s counsel, acting reasonably, and Acquiror will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request.

 

The conditions precedent set forth above are for the exclusive benefit of Acquiror and may be waived by it in whole or in part on or before the Time of Closing.

 

7.3 In favour of BYND, Fundingco and the BYND Shareholders

 

The respective obligations of BYND, Fundingco and the BYND Shareholders to complete the Acquisitions contemplated herein, are subject to the fulfilment of the following conditions prior to Time of Closing, or such other time as herein provided:

 

  (a) prior to expiry of the Due Diligence Period, BYND, Fundingco and the BYND Shareholders shall each have completed its due diligence review of the Acquiror to their satisfaction, acting reasonably;

 

 
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  (b) the Resulting Issuer shall, upon issuance of a final receipt for the NOP, have not less than the minimum number of security holders holding: (i) Acquiror Shares, or (ii) securities exchangeable into Acquiror Shares as is necessary to satisfy the Exchange’s minimum listing requirements;
     
  (c) (i) each Resulting Issuer Consideration Share issuable pursuant to the Share Exchange Transaction, (ii) each Resulting Issuer Share issuable upon conversion of the Fundingco Seed Financing Special Warrants as a result of the Amalgamation Transaction, and (iii) each Resulting Issuer Share issuable upon conversion of the Fundingco Secondary Financing Special Warrants as a result of the Amalgamation Transaction, shall in each case be issued or shall be issuable (as the case may be) as a fully paid and non-assessable shares in the capital of the Resulting Issuer, free and clear of any Encumbrances escrow conditions or restrictions on trading other than imposed by applicable securities laws or the Exchange;
     
  (d) BYND shall have obtained either the 103K Tax Ruling or the Interim 103K Tax Ruling;
     
  (e) the director nominees of BYND shall have been appointed to the board of directors of the Resulting Issuer;
     
  (f) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, condition (financial or otherwise) or affairs of the except for the expenditure of funds or incurrence of accrued liabilities required to maintain the Acquiror’s status as a company in good standing in its jurisdiction of incorporation or as otherwise required in connection with the completion of the Acquisitions;
     
  (g) the representations and warranties of the Acquiror contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Acquiror shall have complied with all covenants required to have been performed by it at or before the Closing and BYND shall have received a certificate of Acquiror certifying as such;
     
  (h) no legal proceeding shall be pending or threatened in writing wherein an unfavourable judgment, order, decree, stipulation or injunction would (A) prevent consummation of any component of the Acquisitions or any transaction related to the Acquisitions, or (B) cause any component of the Acquisitions or any transaction related to the Acquisitions to be rescinded following consummation;
     
  (i) no inquiry or investigation (whether formal or informal) in relation to the Acquiror or its directors, officers or shareholders shall have been commenced or threatened by any securities commission or other federal, provincial, state or local regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could result in a Material Adverse Change on the business and affairs of the Resulting Issuer after giving effect to the Transaction;

 

 
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  (j) all directors and officers of the Acquiror shall have delivered resignations in form and substance acceptable to BYND, acting reasonably, and no termination, severance or other fees shall be payable to any such directors or officers of the Acquiror in connection with such resignations;
     
  (k) the board of directors of BYND, Fundingco and Cannasoft will have given all necessary approvals for the entry into of this Agreement and all transactions contemplated hereby to be completed by BYND, Fundingco Cannasoft and the BYND Shareholders;
     
  (l) if a shareholders’ meeting of Fundingco is convened to approve the Acquisitions, the shareholders of Fundingco will have given all necessary approvals for the entry into of this Agreement and all transactions to be completed by Fundingco as contemplated hereby; and
     
  (m) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to section 10.3), will be completed and reasonably satisfactory in form and substance to BYND’s counsel acting reasonably, and they will have received all executed counterpart original and certified or other copies of such documents as they may reasonably request.

 

The conditions precedent set forth above are for the exclusive benefit of BYND, Fundingco and the BYND Shareholders and may be waived by BYND for itself, Fundingco and on behalf of the BYND Shareholders, in whole or in part on or before the Time of Closing.

 

8. REPRESENTATIONS AND WARRANTIES

 

8.1 Concerning Acquiror

 

In order to induce BYND, Fundingco and the BYND Shareholders to enter into this Agreement and complete their respective obligations hereunder, the Acquiror represents and warrants to BYND, Fundingco and the BYND Shareholders that:

 

  (a) the Acquiror is a valid and subsisting corporation duly incorporated and in good standing under the laws of the Province of British Columbia;
     
  (b) the Acquiror is not a “reporting issuer” in any jurisdiction of Canada as that term is defined in the Securities Act and is not in material default of any requirement of the Securities Act;
     
  (c) the Acquiror is duly registered and licenced to carry on business in the jurisdictions in which it carries on Business or owns property where so required by the laws of that jurisdiction and are not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;

 

 
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  (d) the Acquiror has full corporate power and authority to carry on its Business as now carried on by it, to enter into this Agreement and complete the Acquisitions and related transactions and to carry out its obligations hereunder and the this Agreement and the Acquisitions have been duly authorized, or will have been prior to the Time of Closing, by all necessary shareholder (if necessary) and corporate action on the part of the Acquiror and this Agreement constitutes a valid and binding obligation of the Acquiror in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance or injunction are granted at the discretion of a court of competent jurisdiction;
     
  (e) the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not:

 

  (i) conflict with, or result in the breach or the acceleration of any indebtedness under, or constitute default under the constating documents of the Acquiror, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Acquiror is a party or by which it is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which Acquiror is bound;

 

  (ii) result in the violation of any law, ordinance, statute, regulation, by- law, order or decree of any kind whatsoever by the Acquiror; or

 

  (iii) violate any resolutions of the directors or shareholders of the Acquiror;

 

  (f) the authorized capital of the Acquiror consists of an unlimited number of common shares, of which 250,000 Acquiror Shares are issued and outstanding, as fully paid and non-assessable shares;
     
  (g) 978,500 Acquiror Special Warrants have been duly authorized and issued to investors pursuant to the Crowdfunding;
     
  (h) 200,000 Acquiror Special Warrants have been duly authorized and issued to Vested Technology Corp. in connection with the Crowdfunding;
     
  (i) the Acquiror has authorized the issuance of an additional 1,000,000 Acquiror Special Warrants to be issued to the Finders, prior to the Time of Closing;
     
  (j) each Acquiror Special Warrant is convertible into one (1) Acquiror Share, for no additional consideration;

 

 
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  (k) there are at least 170 holders of Acquiror Special Warrants;
     
  (l) each holder of Acquiror Special Warrants holds a sufficient number of Acquiror Special Warrants such that, upon conversion into Acquiror Shares, each such holder would receive a sufficient number of Acquiror Shares as to constitute a Board Lot (as such term is defined by Exchange policy);
     
  (m) upon completion of the Amalgamation Transaction, each holder of Acquiror Special Warrants will hold a sufficient number of Acquiror Special Warrants such that, upon conversion into Resulting Issuer Shares, each such holder will receive a sufficient number of Resulting Issuer Shares as to constitute a Board Lot (as such term is defined by Exchange policy);
     
  (n) except in respect of the transactions contemplated herein and except for: (i) the Acquiror Shares issuable upon conversion of the currently issued Acquiror Special Warrants, and (ii) the 1,000,000 Acquiror Shares which will be issuable to the Finders upon conversion the 1,000,000 Acquiror Special Warrants to be issued to the Finders prior to the Time of Closing, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Acquiror or any other security convertible into or exchangeable for any such shares, or to require Acquiror to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital;
     
  (o) since its incorporation, except with respect to the transactions contemplated herein, the Acquiror has conducted no business other than completion of the Crowdfunding and the negotiation of the Acquisitions;
     
  (p) the Acquiror is the legal and beneficial owner of and has good and marketable title, free and clear of any Encumbrances, to its properties, Business and assets, and all agreements to which Acquiror holds an interest in a property, business or assets are in good standing according to their terms;
     
  (q) the Acquiror has not incurred any debts or liabilities, absolute contingent or otherwise and the Acquiror has not granted any general security over its assets or security in any particular asset;
     
  (r) the Acquiror Disclosure Record and all financial and other information provided to BYND, Fundingco and the BYND Shareholders do not contain any misrepresentations (as such term is defined in the Securities Act) and do not omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made;

 

 
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  (s) any financial statements filed in the Acquiror Disclosure Record have been prepared in accordance with generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Acquiror, as of the date thereof, and there have been no Adverse Material Changes in the financial position of the Acquiror since the date thereof and the Business of the Acquiror has been carried on in the usual and ordinary course consistent with past practice since the date thereof;
     
  (t) the Acquiror has complied fully in all material respects with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Act in relation to the issue of its securities;
     
  (u) the Acquiror is in material compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect the Acquiror, and the Acquiror has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the Business of the Acquiror or the business or legal environment under which the Acquiror operates;
     
  (v) the Acquiror has all Permits under all applicable laws and regulations necessary for the operation of the Business carried on or proposed to be commenced by the Acquiror and each Permit is valid, subsisting and in good standing and Acquiror is not in default or breach of any Permit, and no proceeding is pending or to the best of the knowledge of the Acquiror, after due inquiry, threatened to revoke or limit any Permit;
     
  (w) the Acquiror is not a party to any actions, suits or proceedings which could materially affect its Business or financial condition, and to the best of the Acquiror’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened;
     
  (x) there are no judgments against the Acquiror which are unsatisfied, nor are there any consent decrees or injunctions to which the Acquiror is subject;
     
  (y) no order ceasing, halting or suspending trading in securities of the Acquiror nor prohibiting the sale of such securities has been issued to and is outstanding against the Acquiror; and no investigations or proceedings for such purposes are pending or threatened;
     
  (z) all tax returns and reports of the Acquiror required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever of the Acquiror have been paid;

 

 
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  (aa) adequate provision has been made for taxes payable by the Acquiror for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers or other arrangements of any kind whatsoever providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax or governmental charge of any kind whatsoever due and payable by the Acquiror;
     
  (bb) the Acquiror does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is used in the Tax Act);
     
  (cc) the Acquiror has not incurred and, except for the Acquiror Special Warrants to be issued to the Finders, will not incur any liability for brokers or finder’s fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement;
     
  (dd) the Acquiror’s constating documents are in the form contained in its minute book and no modifications or alterations have been proposed or approved by its shareholders;
     
  (ee) upon their issuance following a final receipt being issued for the NOP, the Resulting Issuer Shares to be issued to holders of Acquiror Special Warrants following the Amalgamation Transaction, will be validly issued and outstanding as fully paid and non-assessable shares of the Resulting Issuer, free and clear of any free and clear of any Encumbrances, escrow conditions or restrictions on trading other than any that may be imposed by the Exchange or under applicable securities laws;
     
  (ff) upon their issuance following a final receipt being issued for the NOP, the Resulting Issuer Shares to be issued to holders of Fundingco Seed Financing Special Warrants following the Amalgamation Transaction, will be validly issued and outstanding as fully paid and non-assessable shares of the Resulting Issuer, free and clear of any free and clear of any Encumbrances, escrow conditions or restrictions on trading other than any that may be imposed by the Exchange or under applicable securities laws;
     
  (gg) upon their issuance following a final receipt being issued for the NOP, the Resulting Issuer Shares to be issued to holders of Fundingco Secondary Financing Special Warrants following the Amalgamation Transaction, will be validly issued and outstanding as fully paid and non-assessable shares of the Resulting Issuer, free and clear of any free and clear of any Encumbrances, escrow conditions or restrictions on trading other than any that may be imposed by the Exchange or under applicable securities laws;