8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Skylight Health Group Inc.

(Exact name of registrant as specified in its charter)

Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5520 Explorer Dr., Suite 402 Mississauga, Ontario	L4W 5L1
(Address of principal executive offices)	(Zip Code)

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

Title of each class to be registered	Name of each exchange on which each class is to be registered
9.25% Series A Cumulative Redeemable Perpetual Preferred Shares, no par value per share	The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act Registration Statement or Regulation A offering statement file number to which this form relates: 333-260070 (if applicable)

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

N/A

(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

The shares to be registered hereby are the 9.25% Series A Cumulative Redeemable Perpetual Preferred Shares (the “preferred shares”) of Skylight Health Group Inc. (the “Company”). The description of the preferred shares contained in the section entitled “Description of Securities Being Distributed” in the prospectus supplement as part of the Company’s Registration Statement on Form F-10 (File No. 333-260070) filed with the U.S. Securities and Exchange Commission on October 5, 2021, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2. Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference:

Exhibit No.	Description
3.1	Certificate of Incorporation, dated December 27, 2017
3.2	Certificate of Amendment, as amended, dated March 19, 2018
3.3	Certificate of Amendment, dated December 20, 2018
3.4	Certificate of Amendment, dated November 23, 2020
3.5	Certificate of Amendment, dated April 1, 2021
3.6	Certificate of Amendment, dated May 12, 2021
3.7	Certificate of Amendment, dated December 1, 2021

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Skylight Health Group Inc.
By:	/s/ Pradyum Sekar
	Pradyum Sekar
	Chief Executive Officer

Dated: December 1, 2021

EX-3.1

Exhibit 3.1

Certificate of Incorporation	Certificat de constitution
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

10557404 Canada Corp.

Corporate name / Dénomination sociale

1055740-4

Corporation number / Numéro de société

I HEREBY CERTIFY that the above-named corporation, the articles of incorporation of which are attached, is incorporated under the Canada Business Corporations Act. JE CERTIFIE que la société susmentionnée, dont les statuts constitutifs sont joints, est constituée en vertu de la Loi canadienne sur les sociétés par actions.

/s/ Virginie Ethier

Virginie Ethier

Director / Directeur

2017-12-27

Date of Incorporation (YYYY-MM-DD)

Date de constitution (AAAA-MM-JJ)

Form 1	Formulaire 1
Articles of Incorporation	Statuts constitutifs
Canada Business Corporations	Loi canadienne sur les sociétés
Act (s. 6)	par actions (art. 6)

1	Corporate name
	Dénomination sociale
	10557404 Canada Corp.
2	The province or territory in Canada where the registered office is situated
	La province ou le territoire au Canada où est situé le siège social
	ON
3	The classes and any maximum number of shares that the corporation is authorized to issue
	Catégories et le nombre maximal d’actions que la société est autorisée à émettre
	See attached schedule / Voir l’annexe ci-jointe
4	Restrictions on share transfers
	Restrictions sur le transfert des actions
	See attached schedule / Voir l’annexe ci-jointe
5	Minimum and maximum number of directors
	Nombre minimal et maximal d’administrateurs
	Min. 1 Max. 10
6	Restrictions on the business the corporation may carry on
	Limites imposées à l’activité commerciale de la société
	None
7	Other Provisions
	Autres dispositions
	None
8	Incorporator’s Declaration: I hereby certify that I am authorized to sign and submit this form.
	Déclaration des fondateurs : J’atteste que je suis autorisé à signer et à soumettre le présent formulaire.

Name(s) - Nom(s)	Original Signed by - Original signé par
Stephen Coates	Stephen Coates
	Stephen Coates

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3419 (2008/04)

Schedule / Annexe

Description of Classes of Shares / Description des catégories d’action

The corporation is authorized to issue an unlimited number of Class A and Class B shares with the following rights, privileges, restrictions and conditions:

1. Class A shares, without nominal or par value, the holders of which are entitled:

a. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and

b. to receive the remaining property of the corporation upon dissolution; and

c. subject to the rights and privileges attaching to the Class B shares, to receive the dividends as and when declared by the board of directors of the corporation.

2. Class B shares, which shall carry the right:

a. to a dividend as fixed by the board of directors and

b. upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.

The holders of Class B shares shall not be entitled to vote at meetings of shareholders except as otherwise specifically provided in the Canada Business Corporations Act.

Schedule / Annexe

Restrictions on Share Transfers / Restrictions sur le transfert des actions

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:

1. the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; OR

2. the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.

Form 2	Formulaire 2
Initial Registered Office Address	Siège social initial et premier
and First Board of Directors	conseil d’administration
Canada Business Corporations Act	Loi canadienne sur les sociétés par
(CBCA) (s. 19 and 106)	actions (LCSA) (art. 19 et 106)

1	Corporate name
	Dénomination sociale
	10557404 Canada Corp.
2	Address of registered office
	Adresse du siège social
	2702-401 Bay Street
	Toronto ON M5H 2Y4
3	Additional address
	Autre adresse
4	Members of the board of directors
	Membres du conseil d’administration

		Resident Canadian
		Résident Canadien
Stephen Coates	90 Highbourne Rd, Toronto ON	Yes / Oui
	M5P 2J6, Canada

5	Declaration: I certify that I have relevant knowledge and that I am authorized to sign this form.
	Déclaration : J’atteste que je possède une connaissance suffisante et que je suis autorisé(e) à signer le présent formulaire.

Original signed by / Original signé par

Catherine Beckett

Catherine Beckett

416 642 1807

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 2904 (2008/04)

EX-3.2

Exhibit 3.2

Certificate of Amendment

Canada Business Corporations Act

Certificat de modification

Loi canadienne sur les sociétés par actions

10557404 Canada Corp.

Corporate name / Dénomination sociale

1055740-4

Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under sections 27 and 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.

JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes des articles 27 et 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

Virginie Ethier

Director / Directeur

2018-03-19

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

Form 4

Articles of Amendment

Canada Business Corporations Act

(CBCA) (s. 27 or 177)

Formulaire 4

Clauses modificatrices

Loi canadienne sur les sociétés par

actions (LCSA) (art. 27 ou 177)

1	Corporate name
	Dénomination sociale
	10557404 Canada Corp.
2	Corporation number
	Numéro de la société
	1055740-4
3	The articles are amended as follows
	Les statuts sont modifiés de la façon suivante

The corporation amends the description of classes of shares as follows:

La description des catégories d’actions est modifiée comme suit :

See attached schedule / Voir l’annexe ci-jointe

4	Declaration: I certify that I am a director or an officer of the corporation.
	Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

Original signed by / Original signé par

Catherine Beckett

Catherine Beckett

416-642-1807

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3069 (2008/04)

Schedule / Annexe

Description of Classes of Shares / Description des catégories d’action

The articles of the corporation are amended as follows:

(1) Article 3 of the Articles of Incorporation is hereby deleted in its entirety and is replaced with the following: “The authorized capital of the Corporation shall consist of an unlimited number of common shares and an unlimited number of First Preferred Shares issuable in series by the directors, of which the first series of First Preferred Shares shall consist of 1,000,000 First Preferred Series A Shares.”

(2) The Common Shares without nominal or par value of the Corporation will carry and be subject, as a class, to the rights, privileges, priorities, limitations, conditions and restrictions hereinafter set forth:

(a) The holders of the Common Shares are entitled to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote.

(b) Subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, the holders of the Common Shares are entitled to share equally in the remaining property of the Corporation upon liquidation, dissolution or winding-up of the Corporation.

(c) Subject to the rights of the First Preferred Shares, the holders of the Common Shares shall be entitled to receive dividends if, as and when declared by the directors of the Corporation.

(3) The First Preferred Shares of the Corporation will carry and be subject, as a class, to the rights, privileges, priorities, limitations, conditions and restrictions hereinafter set forth:

(a) The directors of the Corporation may at any time and from time to time issue the First Preferred Shares in one (1) or more series, each series to consist of such number of shares as may before issuance thereof be determined by the directors.

(b) The directors of the Corporation may (subject as hereinafter provided) from time to time fix before issuance the designation, rights, restrictions, conditions and limitations to attach to the First Preferred Shares of each such series including, without limiting the generality of the foregoing, the rate of preferential dividends, the dates of payment thereof, redemption price (if any) and the terms and conditions of redemption, and purchase and conversion rights (if any) or other provisions attaching to the First Preferred Shares of any such series, the whole subject to the filing of articles of amendment confirming the designation, preferences, rights, conditions, restrictions, limitations and prohibitions attaching to any such series of the First Preferred Shares.

(c) The holders of First Preferred Shares shall be entitled to receive from the amounts which the Corporation may set aside for the payment of dividends, as and when declared by the directors, a fixed, cumulative and preferential dividend to accrue as the directors of the Corporation may fix by resolution, such dividends to accrue from the dates fixed by the directors or in default of such dates from the date of issue of the shares, and to be payable, as and when so declared, by quarterly payments on the first days of January, April, July and October of each year, except where otherwise determined by the directors.

(d) When any fixed cumulative dividends or amount payable on a return of capital are not paid in full, the First Preferred Shares of all series shall participate rateably in respect of such dividends including accumulations, if any, in accordance with sums which would be payable on the First Preferred Shares if all such dividends were declared and paid in full, and on any return of capital in accordance with the sums which would be payable on such return of capital if all sums so payable were paid in full.

(e) The First Preferred Shares shall be entitled to preference over the common shares of the Corporation and over any other shares of the Corporation ranking junior to the First Preferred Shares with respect to payment of dividends and return of capital and in the distribution of assets in the event of liquidation, dissolution or wind-up of the Corporation whether voluntary or involuntary and may also be given such other preferences over the common shares of the Corporation and any other shares of the Corporation ranking junior to the First Preferred Shares as may be determined by the directors of the Corporation as to the respective series authorized to be issued.

(f) The First Preferred Shares of each series shall rank on a parity with the First Preferred Shares of every other series with respect to priority in payment of dividends, return of capital and in the distribution of assets in the event of liquidation, dissolution or wind-up of the Corporation whether voluntary or involuntary.

(g) No dividends shall at any time be declared or paid on or set apart for payment on any shares of the Corporation ranking junior to the First Preferred Shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of First Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such declaration or payment or setting apart for payment on such shares of the Corporation ranking junior to the First Preferred Shares nor shall the Corporation call for redemption or redeem or purchase for cancellation or reduce or otherwise pay off any of the First Preferred Shares (less than the total amount then outstanding) or any shares of the Corporation ranking junior to the First Preferred Shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of the First Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such call for redemption, purchase, reduction or other payment.

(h) First Preferred Shares of any series may be purchased for cancellation or made subject to redemption by the Corporation pursuant to the provisions of the Canada Business Corporations Act at such time and at such places and upon such other terms and conditions as may be specified in the preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the First Preferred Shares of such series as set forth in the resolution of the board of directors of the Corporation.

(i) The holders of the First Preferred Shares shall not, as such, be entitled as of right to subscribe for or purchase or receive any part of any issue of shares, bonds, debentures or other securities of the Corporation now or hereafter authorized.

(j) No class of shares may be created ranking as to capital or dividends prior to the First Preferred Shares without the approval of the holders of the First Preferred Shares given as hereinafter specified.

(k) The provisions of clauses (a) to (j) hereof inclusive, the provision of this clause and the provisions of clause (l) hereof may be repealed, altered, modified, amended or amplified by articles of amendment but only with the approval of the holders of the First Preferred Shares given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act.

(l) The approval of holders of the First Preferred Shares as to any and all matters referred to herein may be given by resolution passed or by-law sanctioned at a meeting of holders of First Preferred Shares duly called and held upon at least twenty-one (21) days notice at which the holders of at least a majority of the outstanding First Preferred Shares are present or represented by proxy and carried by the affirmative vote of the holders of not less than two-thirds (2/3) of the First Preferred Shares represented and voting at any such meeting cast on a poll, in addition to such other votes (including the vote of other classes of shareholders) as may be required by the Canada Business Corporations Act or by an instrument in writing signed by the holders of not less than two-thirds (2/3) of the First Preferred Shares. If at any such meeting the holders of a majority of the outstanding First Preferred Shares are not present or represented by proxy within half an hour after the time appointed for the meeting, then the meeting shall be adjourned to such date being not less than twenty-one (21) days later and to such time and place as may be appointed by the chairman and at least fifteen (15) days written notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of First Preferred Shares present or represented by proxy may transact the business for which the meeting was originally convened and a resolution passed thereat by the affirmative votes of the holders of not less than two-thirds (2/3) of the First Preferred Shares represented and voting at such adjourned meeting cast on a poll shall constitute the approval of the holders of First Preferred Shares referred to above. The formalities to be observed with respect to the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the by-laws of the Corporation with respect to meetings of shareholders. On every poll taken at every such meeting or adjourned meeting, every holder of First Preferred Shares shall be entitled to one (1) vote in respect of each First Preferred Share held.

(4) The 1,000,000 Redeemable Convertible First Preferred Series A Shares with a paid-up capital of $1.00 each (hereinafter called the “Series A Convertible Preferred Shares”), a series of the First Preferred Shares, carry and are subject to the preferences, rights, limitations, conditions and restrictions hereinafter set forth:

1. DIVIDEND

The holders of the Series A Convertible Preferred Shares shall not be entitled to receive dividends.

2. REDEMPTION AT OPTION OF HOLDER

A holder of Series A Convertible Preferred Shares shall be entitled to require the Company to redeem, subject to the requirements of the Canada Business Corporations Act, as now enacted or as the same may from time to time be amended, re-enacted or replaced (the “Act”), at any time or times up to the date with is [six months] after the date on which the first Series A Convertible Preferred Shares were issued (the “Maturity Date”) all or any of the Series A Convertible Preferred Shares registered in the name of such holder on the books of the Company by tendering to the Company at its registered office a share certificate or certificates representing the Sec which the registered holder desires to have the Company redeem together with a request in writing specifying (i) that the registered holder desires to have the Series A Convertible Preferred Shares represented by such certificate or certificates redeemed by the Company and, if part only of the shares represented by such certificate or certificates is to be redeemed, the number thereof so to be redeemed, and (ii) the business day (herein referred to as the “Series A Retraction Date”) on which the holder desires to have the Company redeem such Series A Convertible Preferred Shares. The Series A Retraction Date shall be not less than 14 days after the day on which the request in writing is given to the Company. Upon receipt of a share certificate or certificates representing the Series A Convertible Preferred Shares which the registered holder desires to have the Company redeem, together with such a request, the Company shall, on the Series A Retraction Date, redeem such Series A Convertible Preferred Shares by paying to such registered holder $1.00 for such share to be redeemed (the “Series A Redemption Amount”) for each such Preferred Share Series A being redeemed. Such payment shall be made by cheque payable at par at any branch of the Company’s bankers for the time being in Canada. If a part only of the shares represented by any certificate be redeemed a new certificate for the balance shall be issued at the expense of the Company. The said Series A Convertible Preferred Shares which have been called for redemption shall be redeemed on the Series A Retraction Date and from and after the Series A Retraction Date the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Convertible Preferred Shares in respect thereof unless payment of the Series A Redemption Amount is not made on the Series A Retraction Date, in which event the rights of the holder of the said Series A Convertible Preferred Shares shall remain unaffected.

3. PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Series A Convertible Preferred Shares shall, subject to the rights of the holders of any class of shares of the Company entitled to receive the assets of the Company upon such a distribution in priority to the Series A Convertible Preferred Shares, be entitled to receive from the assets of the Company, equally and rateably on a share for share basis with the holders of the Series A Preferred Shares, an amount equal to the Series A Redemption Amount, multiplied by the number of Series A Convertible Preferred Shares held by them respectively before any amount shall be paid or any assets of the Company distributed to the holders of any common shares or shares of any other class ranking junior to the Series A Convertible Preferred Shares. After payment to the holders of the Series A Convertible Preferred Shares of the amount so payable to them as above provided, they shall not be entitled to share in any further distributions of the assets of the Company.

4. MODIFICATION OF SERIES A CONVERTIBLE PREFERRED SHARES

(a) The Company shall not without, but may from time to time with, the approval of the holders of the First Preferred Shares given in the manner attaching to the First Preferred Shares as a class as set forth in the articles of the Company amend, vary, alter, change, cancel or abrogate any preferred, deferred or other special rights, privileges, priorities, limitations, conditions or restrictions attaching to the First Preferred Shares as a class.

(b) The Company shall not without, but may from time to time with, the approval of the holders of the Series A Convertible Preferred Shares then outstanding given as hereinafter specified (in addition to any other sanction which may be necessary) and confirmed by articles of amendment amend, vary, alter, change, cancel or abrogate any of the preferences, rights, privileges, priorities, limitations, conditions or restrictions attaching to the Series A Convertible Preferred Shares as a series.

The approval of the holders of the Series A Convertible Preferred Shares with respect to any matters which may be required to be approved by them may be given in writing by the holders of not less than two-thirds (2/3) of the Series A Convertible Preferred Shares for the time being outstanding or by resolution duly passed and carried by not less than two-thirds (2/3) of the votes cast on a poll at a special meeting of the holders of the Series A Convertible Preferred Shares, as a series, duly called and held upon at least twenty-one (21) days’ notice for the purpose of considering the subject matter of any such resolution and at which holders of not less than a majority of all Series A Convertible Preferred Shares then outstanding are present in person or represented by proxy in accordance with the by-laws of the Company, provided, however, that, if at any such meeting, when originally held, the holders of a least a majority of all Series A Convertible Preferred Shares then outstanding are not present in person or so represented by proxy within one-half (1/2) hour after the time fixed for the meeting, then the meeting shall be adjourned to such date being not less than twenty-one (21) days later and to such time and place as may be fixed by the chairman of such meeting and, at such adjourned meeting, the holders of Series A Convertible Preferred Shares present in person or so represented by proxy, whether or not they hold more or less than a majority of all Series A Convertible Preferred Shares then outstanding, may transact the business for which the meeting was originally called, and a resolution of approval duly passed and carried thereat by not less than two-third (2/3) of the votes cast on a poll at such adjourned meeting shall constitute the approval of the holders of the Series A Convertible Preferred Shares hereinbefore mentioned; notice of any such original special meeting of the holders of the Series A Convertible Preferred Shares, as a series, shall be given not less than fifteen (15) days prior to the date fixed for any such meeting and shall specify in general terms the purpose for which the meeting is called, and notice of any such adjourned meeting shall be given not less than fifteen (15) days prior to the date fixed for any such adjourned meeting, but it shall not be necessary to specify in any such notice of any such adjourned meeting the purposes for which the adjourned meeting is called; the formalities to be observed with respect to the giving of notice of any such original meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the by-laws of the Company with respect to meetings of shareholders; on every poll taken at any such original meeting or adjourned meeting, the holders of Series A Convertible Preferred Shares present in person or so represented by proxy and voting shall be entitled to one (1) vote in respect of each Series A Convertible Preferred Share held by each of such holders respectively.

5. VOTING RIGHTS

The holders of the Series A Convertible Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Company or to vote at any such meeting.

6. DEFINITIONS

In the rights, conditions, restrictions, limitations and prohibitions attaching to the Series A Convertible Preferred Shares:

(a) “Common Shares” means the Common Shares without par value of the Company and any shares resulting from any increase, subdivision, consolidation or re-classification thereof;

(b) “Basic Conversion Price” means [$0.01] per Common Share;

(c) “Current Conversion Price” means as at any particular time the Basic Conversion Price unless an adjusted conversion price is in effect under the provisions of paragraph 9 hereof in which case it means such adjusted conversion price;

(d) “Current Conversion Basis” means as at any particular time the result obtained (expressed to the nearest 1/1000th of a Common Share) by dividing the Current Conversion Price by [$0.01]; and

(e) “close of business” means the normal closing hours of the head office of the Company or of the office of any transfer agent for the Common Shares at which the conversion right is to be exercised, as the case may be.

7. CONVERSION PRIVILEGE

Any holder of Series A Convertible Preferred Shares shall have the right, at his option, to convert, subject to the terms and provisions hereof, such Series A Convertible Preferred Shares into fully paid and non-assessable Common Shares at the then Current Conversion Basis; In addition, if the holder has not elected to redeem their Series A Convertible Preferred Shares by the Maturity Date, the Series A Convertible Preferred Shares shall be automatically converted into Common Shares. A sufficient number of Common Shares shall be reserved at all times for the conversion of the Series A Convertible Preferred Shares.

8. MANNER OF EXERCISING CONVERSION PRIVILEGE

The conversion of the Series A Convertible Preferred Shares may only be effected by the surrender of the certificate(s) representing the same at any time during normal business hours at the option of the holder at the head office of the Company or at any office of any transfer agent of the Company at which the Common Shares or the Series A Convertible Preferred Shares are transferable accompanied by: (i) payment or evidence of payment of the tax (if any) payable as provided in paragraph 14 hereof; and (ii) a written instrument of surrender in form satisfactory to the Company duly executed by the registered holder, or his attorney duly authorized in writing, in which instrument such holder may also elect to convert part only of the Series A Convertible Preferred Shares represented by such certificate or certificates not theretofore called for redemption or redeemed, in which event the Company shall issue and deliver or cause to be delivered to such holder, at the expense of the Company, a new certificate representing the Series A Convertible Preferred Shares represented by such certificate or certificates which have not been converted.

As promptly as practicable after the surrender, as herein provided, of any Series A Convertible Preferred Shares for conversion or upon the Mandatory Conversion Date for any Series A Convertible Preferred Shares still outstanding, the Company shall issue and deliver, or cause to be delivered to or upon the written order of the holder of Series A Convertible Preferred Shares so surrendered or subject to mandatory conversion, a certificate or certificates issued in the name of, or in such name or names as may be directed by such holder, representing the number of fully paid and non-assessable Common Shares to which such holder is entitled together with a scrip certificate or payment by cheque in respect of any fraction of a Common Share issuable on such conversion as provided in paragraph 13 hereof. Subject to the following provisions of this paragraph 8, such conversion shall be deemed to have been made at the close of business on the date and at the place where such Series A Convertible Preferred Shares have been surrendered for conversion or on the Mandatory Conversion Date as applicable, so that the rights of the holder of such Series A Convertible Preferred Shares as the holder thereof shall cease at such time and the person or persons entitled to receive Common Shares upon such conversion shall be treated for all purposes as having become the holder or holders of record of such Common Shares at such time and such conversion shall be on the Current Conversion Basis as at such time; provided, however, that no such surrender on any date when the Company’s registers of transfers of Common Shares shall be properly closed shall be effective to constitute the person or persons entitled to receive Common Shares upon such conversion as the holder or holders of record of such Common Shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such Common Shares as the holder or holders of record thereof for all purposes at, and such conversion shall be at the Current Conversion Basis as at, the close of business on the next succeeding day on which such registers of transfers are properly open. For these purposes, the date of surrender of any Series A Convertible Preferred Share for conversion shall be deemed to be the date the certificate representing such Series A Convertible Preferred Share is received by the Company or by a transfer agent of the Company as provided in this paragraph 8.

9. CONVERSION BASIS AND PRICE

Initially and unless and until adjusted as provided in these conditions, the Current Conversion Basis shall be [one hundred (100)] Common Shares for each Series A Convertible Preferred Share and the Basic Conversion Price shall be [$0.01] per Common Share; provided that if and whenever there shall be a consolidation or subdivision of Common Shares so as to decrease or increase the number outstanding, such Basic Conversion Price shall be proportionately increased in the case of a consolidation or decreased in the case of a subdivision and such increased or decreased conversion price shall thereafter be the Basic Conversion Price for all purposes hereof until again increased or decreased pursuant the provisions of paragraph 10.

10. ADJUSTMENT OF CONVERSION PRICE

The Current Conversion Price shall be subject to adjustment from time to time in the events and in the manner following:

(a) If at a time hereafter, the outstanding Common Shares shall be subdivided, redivided or changed into a greater number or consolidated into a lesser number of Common Shares, or if the Common Shares are reclassified, upon the conversion of the Series A Convertible Preferred Shares, the holder shall be entitled to receive and shall accept in lieu of the number of pre-capital reorganization Common Shares to be purchased by it, but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate classes that the holder of the Series A Convertible Preferred Shares would have been entitled to receive as a result of such subdivision, redivision, change, consolidation or reclassification if, on the record date or the effective date thereof, it had been the registered holder of the pre-capital reorganization Common Shares to have been received on conversion of the Series A Convertible Preferred Shares and the Current Conversion Price and the number of Common Shares shall be amended accordingly;

(b) If at any time hereafter while the Series A Convertible Preferred Shares are outstanding, there is a capital reorganization of Company not covered in paragraph 10(a) hereof or a consolidation or merger of the Company as or substantially as an entirety with or into any other corporation, the holder of the Series A Convertible Preferred Shares shall be entitled to receive and shall accept in lieu of the number of pre-capital reorganization Common Shares it would have received on conversion, the number of Common Shares or other securities or property of the Company or of the corporation resulting from such merger or consolidation or to which such sale may be made, as the case may be, that the holder of the Series A Convertible Preferred Shares would have been entitled to receive on such capital reorganization, consolidation, merger or sale if, on the record date or the effective date thereof, it had been the registered holder of the number of the pre-capital reorganization Common Shares it would have received on conversion and the Current Conversion Price shall be amended accordingly; and

(c) If and whenever the Basic Conversion Price is increased or decreased pursuant to paragraph 10 hereof, the then Current Conversion Price shall be adjusted proportionately, effective on the date of such increase or decrease.

11. RULES REGULATING CALCULATION OF ADJUSTMENT OF CONVERSION PRICE

For the purposes of paragraph 10 hereof:

(a) in case a state of fact occurs wherein, in the opinion of the Board of Directors of the Company, the provisions of paragraph 10 hereof are not strictly applicable, or if strictly applicable, would not fairly protect the conversion rights of the holders of the Series A Convertible Preferred Shares in accordance with intent and purposes hereof, then the Board of Directors of the Company may make an adjustment in the application of such provisions so as to protect only the conversion rights attaching to the Series A Convertible Preferred Shares; and

(b) notwithstanding anything herein contained, no adjustment of the Current Conversion Price shall be made if the amount of such adjustment would be less than one (1%) percent of the Current Conversion Price, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with all adjustments so carried forward, shall amount to not less than one (1%) percent of the Current Conversion Price.

12. EVIDENCE OF ADJUSTMENT OF CONVERSION PRICE

If and whenever any action is taken which requires an increase or decrease of the Basic Conversion Price pursuant to paragraph 10 hereof and an adjustment of the Current Conversion Price pursuant to paragraph 10 hereof, the Company shall forthwith file with all its transfer agents a certificate of the Company setting forth the details of the action taken and, as the case may be, the increased or decreased Basic Conversion Price, the details of the computation of the adjusted Current Conversion Price and the resulting Current Conversion Basis. No such transfer agent shall be under any duty to make any investigation or inquiry as to the statements contained in any such certificate or the manner in which any computation was made, but any such transfer agent may accept such certificate as evidence of the statements therein contained and shall be fully protected with respect to any and all acts done or actions taken or suffered by it in reliance thereon. The Company shall exhibit a copy of such certificate from time to time to any holder of Series A Convertible Preferred Shares desiring to inspect same, and shall give notice of any such adjustment of the Current Conversion Price and the resulting adjustment of the Current Conversion Basis to the holders of Series A Convertible Preferred Shares by posting the same in a postage paid envelope addressed to each holder of Series A Convertible Preferred Shares at the last address of such holder as it appears on the books of the Company or, in the event of the address of any holder not so appearing, then to the address of such holder last known to the Company. The Company may retain a firm of chartered accountants (who may be the auditors of the Company) to make any computation required under paragraph 10 hereof, and any computation so made shall be final and binding on the Company and all transfer agents and shareholders of the Company. Such firm of chartered accountants may, as to questions of law, request and rely upon an opinion of counsel (who may be the solicitor of the Company).

13. PAYMENT FOR FRACTIONAL SHARES

Upon the surrender of any Series A Convertible Preferred Shares for conversion, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of such Series A Convertible Preferred Shares to be converted. In any case where a fraction of a Common Share is involved the Company may, (i) adjust such fractional interest by payment by cheque of an amount equal to the then current market value of such fractional interest computed on the basis of the last sale price (or last bid price if there be no sales) for the Common Shares on any public market on which the Common Shares trade on the business day on which all such public markets were open next preceding the date of such surrender; or (ii) the Company may issue non-voting and non-dividend bearing scrip certificates for a fraction of a share in a form approved by the Board of Directors. Such scrip certificate may be consolidated into certificates for Additional Common Shares within such reasonable time as may be determined by the Board of Directors and if the aggregate number of Additional Common Shares represented by scrip certificates surrendered for consolidation is a number in excess if an even number of Additional Common Shares, the Company shall at the time of delivery of certificates for the number of full Additional Common Shares called for by the surrender of scrip certificates issue a new scrip certificate for an amount equal to such excess. (Such scrip certificates may contain provisions authorizing the sale by the Company after the expiration of such reasonable time as may be determined by the Board of Directors of the number of shares represented by such scrip certificates for the benefit of the holders of such scrip certificates.) All Additional Common Shares issued for the purpose of or with respect to any conversion of Series A Convertible Preferred Shares into Common Shares or on the consolidation of scrip certificates and Common Shares so issued under the foregoing provisions shall be deemed to be fully paid and non-assessable.

14. TAXES ON CONVERSION

The issuance of certificates for Common Shares upon the conversion of Series A Convertible Preferred Shares shall be made without charge to the converting holders of Series A Convertible Preferred Shares for any fee or charge in respect of the issuance of such certificates or the Common Shares represented thereby; provided, however, that the Company shall not be required to pay any tax which may be imposed upon the person or persons to whom such Common Shares are issued in respect of the issuance of such Common Shares or the certificates therefor or which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name or names other than that of the holder of the Series A Convertible Preferred Shares converted, and the Company shall not be required to issue or deliver such certificate unless the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

15. NOTICE OF CERTAIN ACTION

The Company shall give at lease twelve (12) days public notice of the record date for any cash dividend, stock dividend or other distribution on its Common Shares and prompt public notice of the issue to any of its shareholders of rights to subscribe for Common Shares or other securities and shall give at least thirty (30) days public notice before making any repayment of capital on its Common Shares. Any such public notice shall be sufficiently given if given in accordance with the regulations of any public markets from time to time in force and upon which the Common Shares of the Company trade with respect to required disclosure to the public by company.”

EX-3.3

Exhibit 3.3

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

CB2 Insights Inc.

Corporate name / Dénomination sociale

1055740-4

Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

/s/ Raymond Edwards

Raymond Edwards

Director / Directeur

2018-12-20

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

Form 4	Formulaire 4
Articles of Amendment	Clauses modificatrices
Canada Business Corporations Act	Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177)	actions (LCSA) (art. 27 ou 177)

1	Corporate name
	Dénomination sociale
	10557404 Canada Corp.
2	Corporation number
	Numéro de la société
	1055740-4
3	The articles are amended as follows
	Les statuts sont modifiés de la façon suivante
	The corporation changes its name to:
	La dénomination sociale est modifiée pour :
	CB2 Insights Inc.
	The corporation amends the other provisions as follows:
	Les autres dispositions sont modifiées comme suit :
	See attached schedule / Voir l’annexe ci-jointe
4	Declaration: I certify that I am a director or an officer of the corporation.
	Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

Original signed by / Original signé par

Catherine Beckett

Catherine Beckett

416-642-1807

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3069 (2008/04)

Schedule / Annexe

Other Provisions / Autres dispositions

All issued and outstanding common shares of the Corporation are hereby consolidated at a rate of sixteen and a half (16.5) pre-consolidation common shares for one (1) post-consolidation common share (the “Consolidation”).

No fractional shares shall be issued upon the consolidation, each fractional Common Share that is less than 1/2 of one post-Consolidation Common Share will be cancelled and each fractional Common Share that is at least 1/2 of one post-Consolidation Common Share will be rounded up to one whole post-Consolidation Common Share.

EX-3.4

Exhibit 3.4

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

Skylight Health Group Inc.

Corporate name / Dénomination sociale

1055740-4

Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

/s/ Raymond Edwards

Raymond Edwards

Director / Directeur

2020-11-23

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

Form 4	Formulaire 4
Articles of Amendment	Clauses modificatrices
Canada Business Corporations Act	Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177)	actions (LCSA) (art. 27 ou 177)

1	Corporate name
	Dénomination sociale
	CB2 Insights Inc.
2	Corporation number
	Numéro de la société
	1055740-4
3	The articles are amended as follows
	Les statuts sont modifiés de la façon suivante
	The corporation changes its name to:
	La dénomination sociale est modifiée pour :
	Skylight Health Group Inc.
4	Declaration: I certify that I am a director or an officer of the corporation.
	Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

Original signed by / Original signé par

Pradyum Sekar

Pradyum Sekar

1-855-874-4999

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3069 (2008/04)

EX-3.5

Exhibit 3.5

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

Skylight Health Group Inc.

Corporate name / Dénomination sociale

1055740-4

Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

/s/ Raymond Edwards

Raymond Edwards

Director / Directeur

2021-03-31

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

Form 4	Formulaire 4
Articles of Amendment	Clauses modificatrices
Canada Business Corporations Act	Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177)	actions (LCSA) (art. 27 ou 177)

1	Corporate name
	Dénomination sociale
	Skylight Health Group Inc.
2	Corporation number
	Numéro de la société
	1055740-4
3	The articles are amended as follows
	Les statuts sont modifiés de la façon suivante
	The corporation amends the description of classes of shares as follows:
	La description des catégories d’actions est modifiée comme suit :
	See attached schedule / Voir l’annexe ci-jointe
	The corporation amends the restrictions on share transfers as follows:
	Les restrictions sur le transfert d’actions sont modifiées comme suit :
	The corporation amends the restrictions on share transfers as follows: “None”
	The corporation amends the other provisions as follows:
	Les autres dispositions sont modifiées comme suit :
	See attached schedule / Voir l’annexe ci-jointe
4	Declaration: I certify that I am a director or an officer of the corporation.
	Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

Original signed by / Original signé par

Catherine Beckett

Catherine Beckett

416-642-1807

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3069 (2008/04)

Schedule / Annexe

Description of Classes of Shares / Description des catégories d’action

Article 3 of the Articles of Incorporation is hereby deleted in its entirety and replace with:

1 The authorized capital of the Corporation shall consist of an unlimited number of common shares and an unlimited number of First Preferred Shares issuable in series by the directors.

2 The Common Shares without nominal or par value of the Corporation will carry and be subject, as a class, to the rights, privileges, priorities, limitations, conditions and restrictions hereinafter set forth:

(a) The holders of the Common Shares are entitled to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote.

(b) Subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, the holders of the Common Shares are entitled to share equally in the remaining property of the Corporation upon liquidation, dissolution or winding-up of the Corporation.

(c) Subject to the rights of the First Preferred Shares, the holders of the Common Shares shall be entitled to receive dividends if, as and when declared by the directors of the Corporation.

3 The First Preferred Shares of the Corporation will carry and be subject, as a class, to the rights, privileges, priorities, limitations, conditions and restrictions hereinafter set forth:

(a) The directors of the Corporation may at any time and from time to time issue the First Preferred Shares in one (1) or more series, each series to consist of such number of shares as may before issuance thereof be determined by the directors.

(b) The directors of the Corporation may (subject as hereinafter provided) from time to time fix before issuance the designation, rights, restrictions, conditions and limitations to attach to the First Preferred Shares of each such series including, without limiting the generality of the foregoing, the rate of preferential dividends, the dates of payment thereof, redemption price (if any) and the terms and conditions of redemption, and purchase and conversion rights (if any) or other provisions attaching to the First Preferred Shares of any such series, the whole subject to the filing of articles of amendment confirming the designation, preferences, rights, conditions, restrictions, limitations and prohibitions attaching to any such series of the First Preferred Shares.

(c) The holders of First Preferred Shares shall be entitled to receive from the amounts which the Corporation may set aside for the payment of dividends, as and when declared by the directors, a fixed, cumulative and preferential dividend to accrue as the directors of the Corporation may fix by resolution, such dividends to accrue from the dates fixed by the directors or in default of such dates from the date of issue of the shares, and to be payable, as and when so declared, by quarterly payments on the first days of January, April, July and October of each year, except where otherwise determined by the directors.

(d) When any fixed cumulative dividends or amount payable on a return of capital are not paid in full, the First Preferred Shares of all series shall participate rateably in respect of such dividends including accumulations, if any, in accordance with sums which would be payable on the First Preferred Shares if all such dividends were declared and paid in full, and on any return of capital in accordance with the sums which would be payable on such return of capital if all sums so payable were paid in full.

(e) The First Preferred Shares shall be entitled to preference over the common shares of the Corporation and over any other shares of the Corporation ranking junior to the First Preferred Shares with respect to payment of dividends and return of capital and in the distribution of assets in the event of liquidation, dissolution or wind-up of the Corporation whether voluntary or involuntary and may also be given such other preferences over the common shares of the Corporation and any other shares of the Corporation ranking junior to the First Preferred Shares as may be determined by the directors of the Corporation as to the respective series authorized to be issued.

(f) The First Preferred Shares of each series shall rank on a parity with the First Preferred Shares of every other series with respect to priority in payment of dividends, return of capital and in the distribution of assets in the event of liquidation, dissolution or wind-up of the Corporation whether voluntary or involuntary.

(g) No dividends shall at any time be declared or paid on or set apart for payment on any shares of the Corporation ranking junior to the First Preferred Shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of First Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such declaration or payment or setting apart for payment on such shares of the Corporation ranking junior to the First Preferred Shares nor shall the Corporation call for redemption or redeem or purchase for cancellation or reduce or otherwise pay off any of the First Preferred Shares (less than the total amount then outstanding) or any shares of the Corporation ranking junior to the First Preferred Shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of the First Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such call for redemption, purchase, reduction or other payment.

(h) First Preferred Shares of any series may be purchased for cancellation or made subject to redemption by the Corporation pursuant to the provisions of the Canada Business Corporations Act at such time and at such places and upon such other terms and conditions as may be specified in the preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the First Preferred Shares of such series as set forth in the resolution of the board of directors of the Corporation.

(i) The holders of the First Preferred Shares shall not, as such, be entitled as of right to subscribe for or purchase or receive any part of any issue of shares, bonds, debentures or other securities of the Corporation now or hereafter authorized.

(j) No class of shares may be created ranking as to capital or dividends prior to the First Preferred Shares without the approval of the holders of the First Preferred Shares given as hereinafter specified.

(k) The provisions of clauses (a) to (j) hereof inclusive, the provision of this clause and the provisions of clause (l) hereof may be repealed, altered, modified, amended or amplified by articles of amendment but only with the approval of the holders of the First Preferred Shares given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act.

(l) The approval of holders of the First Preferred Shares as to any and all matters referred to herein may be given by resolution passed or by-law sanctioned at a meeting of holders of First Preferred Shares duly called and held upon at least twenty-one (21) day’s notice at which the holders of at least a majority of the outstanding First Preferred Shares are present or represented by proxy and carried by the affirmative vote of the holders of not less than two-thirds (2/3) of the First Preferred Shares represented and voting at any such meeting cast on a poll, in addition to such other votes (including the vote of other classes of shareholders) as may be required by the Canada Business Corporations Act or by an instrument in writing signed by the holders of not less than two-thirds (2/3) of the First Preferred Shares. If at any such meeting the holders of a majority of the outstanding First Preferred Shares are not present or represented by proxy within half an hour after the time appointed for the meeting, then the meeting shall be adjourned to such date being not less than twenty-one (21) days later and to such time and place as may be appointed by the chairman and at least fifteen (15) days written notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of First Preferred Shares present or represented by proxy may transact the business for which the meeting was originally convened and a resolution passed thereat by the affirmative votes of the holders of not less than two-thirds (2/3) of the First Preferred Shares represented and voting at such adjourned meeting cast on a poll shall constitute the approval of the holders of First Preferred Shares referred to above. The formalities to be observed with respect to the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the by-laws of the Corporation with respect to meetings of shareholders. On every poll taken at every such meeting or adjourned meeting, every holder of First Preferred Shares shall be entitled to one (1) vote in respect of each First Preferred Share held.

Schedule / Annexe

Other Provisions / Autres dispositions

The directors may appoint from time to time one or more additional directors within the limits provided in the Canada Business Corporations Act.

EX-3.6

Exhibit 3.6

Certificate of Amendment	Certificat de modification
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

Skylight Health Group Inc.

Corporate name / Dénomination sociale

1055740-4

Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

/s/ Raymond Edwards

Raymond Edwards

Director / Directeur

2021-05-12

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

Form 4	Formulaire 4
Articles of Amendment	Clauses modificatrices
Canada Business Corporations Act	Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177)	actions (LCSA) (art. 27 ou 177)

1	Corporate name
	Dénomination sociale
	Skylight Health Group Inc.
2	Corporation number
	Numéro de la société
	1055740-4
3	The articles are amended as follows
	Les statuts sont modifiés de la façon suivante
	The corporation amends the other provisions as follows:
	Les autres dispositions sont modifiées comme suit :
	See attached schedule / Voir l’annexe ci-jointe
4	Declaration: I certify that I am a director or an officer of the corporation.
	Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

Original signed by / Original signé par

Catherine Beckett

Catherine Beckett

416-642-1807 x303

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3069 (2008/04)

Schedule / Annexe

Other Provisions / Autres dispositions

The following provisions are replacing the existing schedule:

All issued and outstanding common shares of the Corporation are hereby consolidated at a rate of five (5) pre-consolidation common shares for one (1) post-consolidation common share (the “Consolidation”).

No fractional shares shall be issued upon the consolidation, each fractional Common Share that is less than 1/2 of one post-Consolidation Common Share will be cancelled and each fractional Common Share that is at least 1/2 of one post-Consolidation Common Share will be rounded up to one whole post-Consolidation Common Share.

EX-3.7

Exhibit 3.7

Certificate of Amendment Certificat de modification Canada Business Corporations Act Loi canadienne sur les sociétés par actions Skylight Health Group Inc. Corporate name / Dénomination sociale 1055740-4 Corporation number / Numéro de société I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 27 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices désignant une série d’actions. Isabelle Foley Deputy Director / Directeur adjoint 2021-12-01 Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ)

Form 4 Formulaire 4 Articles of Amendment Clauses modificatrices Canada Business Corporations Act Loi canadienne sur les sociétés par (CBCA) (s. 27 or 177) actions (LCSA) (art. 27 ou 177) 1 Corporate name Dénomination sociale Skylight Health Group Inc. 2 3 4 Corporation number Numéro de la société 1055740-4 The articles are amended as follows Les statuts sont modifiés de la façon suivante The corporation amends the description of classes of shares as follows: La description des catégories d’actions est modifiée comme suit : See attached schedule / Voir l’annexe ci-jointe Declaration: I certify that I am a director or an officer of the corporation. Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société. Original signed by / Original signé par Catherine Beckett Catherine Beckett 416-642-1807 x303 Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA). Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA). You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049. Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049. IC 3069 (2008/04)

Schedule / Annexe

Description of Classes of Shares / Description des catégories d’action

The Articles of the Company are amended as follows:

1. to create a class of Preferred Shares to be designated the “9.25% Series A Cumulative Redeemable Perpetual Preferred Shares” and to provide that the rights, privileges, restrictions and conditions attaching to the 9.25% Series A Cumulative Redeemable Perpetual Preferred Shares are as follows:

9.25% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES

1. Designation and Number. A series of Preferred Shares, designated the “9.25% Series A Cumulative Redeemable Perpetual Preferred Shares” (the “Series A Preferred Shares”), is hereby established. The initial number of authorized shares of Series A Preferred Shares shall be 1,000,000.

2. Rank. The Series A Preferred Shares will, with respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, rank: (a) senior to all classes of the Corporation’s common shares (the “Common Shares”), and all classes or series of shares in the capital of the Corporation now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the Series A Preferred Shares as to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation; (b) on parity with any class or series of shares in the capital of the Corporation expressly designated as ranking on parity with the Series A Preferred Shares as to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and (c) junior to any class or series of shares in the capital of the Corporation expressly designated as ranking senior to the Series A Preferred Shares as to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation. The term “shares in the capital of the Corporation” does not include convertible or exchangeable debt securities, which will rank senior to the Series A Preferred Shares prior to conversion or exchange. The Series A Preferred Shares will also rank junior in right of payment to the Corporation’s existing and future debt obligations.

3. Dividends.

(a) Subject to the preferential rights of the holders of any class or series of shares in the capital of the Corporation ranking senior to the Series A Preferred Shares as to distributions, the holders of the Series A Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 9.25% per annum of the $25.00 liquidation preference per share of the Series A Preferred Shares (equivalent to a fixed annual amount of $2.3125 per Series A Preferred Share). Such dividends shall accrue and be cumulative from, and including, the first date on which any Series A Preferred Shares are issued (the “Original Issue Date”) and shall be payable monthly in arrears on each Dividend Payment Date (as defined below), commencing on December 20, 2021; provided, however, that if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid, at the Corporation’s option, on either the immediately preceding Business Day or the next succeeding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the Series A Preferred Shares for any period greater or lesser than a full Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the shareholder records of the Corporation at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained in the Articles, each Series A Preferred Share outstanding on any Dividend Record Date for the determination of holders of Series A Preferred Shares shall be entitled to receive any dividend with respect to such Dividend Record Date equal to the dividend paid with respect to each other Series A Preferred Share that is outstanding on such Dividend Record Date. “Dividend Record Date” shall mean the last day of the calendar month immediately prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the 20th day of each calendar month, commencing on December 20, 2021. “Dividend Period” shall mean the respective periods commencing on and including the 20th day of each calendar month and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include December 20, 2021, and other than the Dividend Period during which any Series A Preferred Shares are redeemed pursuant to Section 5 or Section 6 hereof, which shall end on and include the day preceding the redemption date with respect to the Series A Preferred Shares being redeemed).

The term “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New York, New York or Toronto, Ontario are required by law, regulation or executive order to close.

(b) Notwithstanding anything contained in the Articles to the contrary, dividends on the Series A Preferred Shares shall accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are authorized or declared.

(c) Except as provided in Section 3(d) hereof, no dividends shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any Common Shares or shares of any other class or series in the capital of the Corporation ranking, as to distributions, on parity with or junior to the Series A Preferred Shares (other than a dividend paid in Common Shares or in shares of any other class or series in the capital of the Corporation ranking junior to the Series A Preferred Shares as to payment of distributions and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, as applicable) for any period, nor shall any Common Shares or any other shares of any other class or series in the capital of the Corporation ranking, as to payment of distributions and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, on parity with or junior to the Series A Preferred Shares be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Corporation (except by conversion into or in exchange for other shares of any class or series in the capital of the Corporation ranking junior to the Series A Preferred Shares as to payment of distributions and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up), unless full cumulative dividends on the Series A Preferred Shares for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

(d) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series A Preferred Shares and on the shares of any other class or series in the capital of the Corporation ranking, as to distributions, on parity with the Series A Preferred Shares, all dividends declared upon the Series A Preferred Shares and each such other class or series in the capital of the Corporation ranking, as to distributions, on parity with the Series A Preferred Shares shall be declared pro rata so that the amount of dividends declared per Series A Preferred Share and such other class or series in the capital of the Corporation shall in all cases bear to each other the same ratio that accrued dividends per Series A Preferred Share and such other class or series in the capital of the Corporation (which shall not include any accrual in respect of unpaid dividends on such other class or series in the capital of the Corporation for prior dividend periods if such other class or series in the capital of the Corporation does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Shares which may be in arrears.

(e) Holders of Series A Preferred Shares shall not be entitled to any dividend, whether payable in cash, property or shares in the capital of the Corporation, in excess of full cumulative dividends on the Series A Preferred Shares as provided in the Articles. Any dividend payment made on the Series A Preferred Shares shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain payable. Accrued but unpaid dividends on the Series A Preferred Shares will accumulate as of the Dividend Payment Date on which they first become payable.

(f) In addition to the dividends provided in this Section 3, in the event any dividend or distribution is declared or paid on the Common Shares, the holders of Series A Preferred Shares shall be entitled to such dividends paid and distributions made to the holders of Common Shares to the same extent as if such holders of Series A Preferred Shares had converted the Series A Preferred Shares into Common Shares at an assumed conversion price equal to the quotient obtained by dividing the $25.00 liquidation preference of the Series A Preferred Shares by the closing price of the Common Shares on the exchange upon which the Common Shares are then listed or quoted on the record date (the “Record Date”) for determining dividends on the Common Shares or, if no Record Date has been set, then the date upon which the dividend is declared upon the Common Shares (the “Declaration Date” and together with the Record Date, the “Distribution Date”) as if the holders of Series A Preferred Shares held such Common Shares on such date. If, on the Distribution Date, the Common Shares are not listed or quoted on an exchange or the OTC Markets, the closing price the Common Shares shall be determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Series A Preferred Shares then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of Common Shares.

4. Liquidation Preference.

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, before any distribution or payment shall be made to holders of Common Shares or any other class or series in the capital of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Shares, the holders of shares of Series A Preferred Shares shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders, after payment of or provision for the debts and other liabilities of the Corporation and any class or series in the capital of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Shares, a liquidation preference of $25.00 per Series A Preferred Share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of payment. The liquidation preference shall be proportionately adjusted in the event of a share split, consolidation or subdivision or similar event so that the aggregate liquidation preference allocable to all outstanding Series A Preferred Shares immediately prior to such event is the same immediately after giving effect to such event. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding Series A Preferred Shares and the corresponding amounts payable on all shares of each other class or series in the capital of the Corporation ranking, as to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred Shares in the distribution of assets, then the holders of the Series A Preferred Shares and each such other class or series of in the capital of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of Series A Preferred Shares at the respective addresses of such holders as the same shall appear on the share transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Shares will have no right or claim to any of the remaining assets of the Corporation. The amalgamation, arrangement, consolidation or merger of the Corporation with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

(b) [reserved]

5. Redemption.

(a) Series A Preferred Shares shall not be redeemable prior to December 3, 2024, except as set forth in Section 6 hereof.

(b) On and after December 3, 2024, the Corporation, at its option, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) thereon up to, but excluding, the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Redemption Right”). If fewer than all of the outstanding Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Corporation. Holders of Series A Preferred Shares to be redeemed must surrender such Series A Preferred Shares at the place, or in accordance with the book-entry procedures, designated in such notice and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any Series A Preferred Shares has been given, (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of any Series A Preferred Shares so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and any accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such Series A Preferred Shares, such Series A Preferred Shares shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series A Preferred Shares and any class or series of shares of the capital of the Corporation ranking on parity with the Series A Preferred Shares with respect to payment of distributions and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing in the Articles shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Shares at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of Series A Preferred Shares in open-market transactions duly authorized by the Board of Directors.

(c) Unless full cumulative dividends on the Series A Preferred Shares for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no Series A Preferred Shares shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all outstanding Series A Preferred Shares are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any Series A Preferred Shares or any class or series in the capital of the Corporation ranking, as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of the Corporation, on parity with or junior to the Series A Preferred Shares (except by conversion into or in exchange for shares in the capital of the Corporation ranking, as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Shares); provided, however, that the foregoing shall not prevent the purchase or acquisition of Series A Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Shares.

(d) Notice of redemption pursuant to the Redemption Right will be mailed by the Corporation, postage prepaid, not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Shares to be redeemed at their respective addresses as they appear on the transfer records of the Corporation. No failure to give, nor defect in, such notice, nor in the mailing thereof, shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Shares may be listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of Series A Preferred Shares to be redeemed; (iv) the place or places where the certificates, if any, representing Series A Preferred Shares are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated Series A Preferred Shares for payment of the redemption price; (vi) that dividends on the Series A Preferred Shares to be redeemed will cease to accumulate on such redemption date; and (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Shares. If fewer than all of the Series A Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A Preferred Shares held by such holder to be redeemed.

(e) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series A Preferred Shares at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Shares for which a notice of redemption has been given.

(f) All Series A Preferred Shares redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued Preferred Shares, without designation as to series or class.

6. Special Optional Redemption by the Corporation.

(a) Upon the occurrence of a Change of Control (as defined below), the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of Series A Preferred Shares to be redeemed at their respective addresses as they appear on the share transfer records of the Corporation, to redeem Series A Preferred Shares, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25.00 per share plus any accrued and unpaid dividends up to, but excluding, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom notice was defective or not given.

A “Change of Control” is when, after the original issuance of the Series A Preferred Shares, the following has occurred and is continuing: the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Corporation entitling that person to exercise more than 50% of the total voting power of all shares of the Corporation entitled to vote generally in the election of the Corporation’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).

(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Shares may be listed or admitted to trading, the notice referred to in Section 6(a) of hereof shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of Series A Preferred Shares to be redeemed; (iv) the place or places where the certificates, if any, representing Series A Preferred Shares are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated Series A Preferred Shares for payment of the redemption price; (vi) that dividends on the Series A Preferred Shares to be redeemed will cease to accumulate on the redemption date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Shares; and (viii) that the Series A Preferred Shares are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control. If fewer than all of the Series A Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A Preferred Shares held by such holder to be redeemed.

If fewer than all of the outstanding Series A Preferred Shares are to be redeemed pursuant to the Special Optional Redemption Right, the Series A Preferred Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Corporation.

(c) If the Corporation (i) has given a notice of redemption pursuant to the Special Optional Redemption Right, (ii) has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Shares called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and any accrued and unpaid dividends, then from and after the redemption date, those Series A Preferred Shares will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those Series A Preferred Shares will terminate. The holders of those Series A Preferred Shares will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends up to, but excluding, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Shares and any class or series of shares in the capital of the Corporation ranking on parity with the Series A Preferred Shares with respect to payment of distributions and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing in the Articles shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Shares at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of Series A Preferred Shares in open-market transactions duly authorized by the Board of Directors.

(d) The holders of Series A Preferred Shares at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Shares on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Shares pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided in this Certificate of Designations, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Shares for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.

(e) All Series A Preferred Shares redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Shares, without designation as to series or class.

7. Voting Rights.

(a) Holders of the Series A Preferred Shares shall not have any voting rights, except as set forth in this Section 7, the general provisions governing the First Preferred Shares or as required pursuant to the Act.

(b) Holders of Series A Preferred Shares shall not be entitled to vote separately as a class upon, and shall waive dissent rights in respect of (to the extent permitted by law), any proposal to amend the Articles to: (i) increase or decrease any maximum number of authorized Series A Preferred Shares, or increase any maximum number of authorized shares of a class or series having rights or privileges ranking equal to or junior to the Series A Preferred Shares; or (ii) effect an exchange, reclassification or cancellation of the Series A Preferred Shares.

(c) For clarity, Holders of Series A Preferred Shares shall have the rights set out in subparagraph (j) of the general description of the First Preferred Shares which states that: “No class of shares may be created ranking as to capital or dividends prior to the First Preferred Shares without the approval of the holders of the First Preferred Shares given as hereinafter specified”.

(d) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series A Preferred Shares shall have been redeemed or called for redemption upon proper notice pursuant to the Articles, and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.

(e) In any matter in which the Series A Preferred Shares may vote (as expressly provided in the Articles and the Act), each Series A Preferred Shares shall be entitled to one vote per $25.00 of liquidation preference.

8. No Conversion Rights. The shares of Series A Preferred Shares shall not be convertible into or exchangeable for any other property or securities of the Corporation or any other entity.

9. Record Holders. The Corporation and its transfer agent may deem and treat the record holder of any Series A Preferred Share as the true and lawful owner thereof for all purposes, and neither the Corporation nor its transfer agent shall be affected by any notice to the contrary.

10. No Maturity or Sinking Fund. The Series A Preferred Shares has no stated maturity date, and no sinking fund has been established for the retirement or redemption of Series A Preferred Shares. The Series A Preferred Shares will remain outstanding indefinitely unless the Corporation decides to redeem or otherwise repurchase the Series A Preferred Shares.

11. Information Rights. During any period in which the Corporation is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any shares of Series A Preferred Shares are outstanding, the Corporation will use its best efforts to (i) make available on the Corporation’s investor webpage, copies of the annual reports on Form 40-F that the Corporation would have been required to file with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Exchange Act if it were subject thereto (other than any exhibits that would have been required); and (ii) promptly, upon request, supply copies of such reports to any holders of Series A Preferred Shares. The Corporation will use its best efforts to post to its website or mail (or otherwise provide) the information to the holders of the Series A Preferred Shares within 15 days after the respective date by which a periodic report on Form 40-F in respect of such information would have been required to be filed with the SEC, if the Corporation were subject to Section 13 or 15(d) of the Exchange Act.

12. Exclusion of Other Rights. The Series A Preferred Shares shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Articles.

13. Headings of Subdivisions. The headings of the various subdivisions of these provisions are for convenience of reference only and shall not affect the interpretation of any of the provisions of the Articles.

14. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Shares set forth in the Articles are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of Series A Preferred Shares set forth in the Articles which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Shares set forth in the Articles shall be deemed dependent upon any other provision thereof unless so expressed therein.

15. No Preemptive Rights. No holder of Series A Preferred Shares shall be entitled to any preemptive rights to subscribe for or acquire any unissued shares in the capital shares of the Corporation (whether now or hereafter authorized) or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares in the capital of the Corporation.