[PDF] Certificate of Amendment Certificat de modification

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315See attached schedule.Cherif Habib514-659-4969Dialogue Health Technologies Inc. 981949 5Alberta)

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Alberta)

514-659-4969See attached schedule. 981949 5Dialogue Health Technologies Inc.Cherif Habib

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Canada Business Corporations Act

Alberta)

See attached schedule.

Dialogue Technologies Inc.

514-659-4969

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Innovation, Science and

Economic Development Canada

Corporations Canada

Innovation, Sciences et

Developpement economique Canada

Corporations Canada

Canada

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Innovation, Science and

Economic

Development Canada

Corporations Canada

Canada

Innovation, Sciences et

Developpement economique Canada

Corporations Canada

DocuSign Envelope ID: 0F2B635E-ECD9-4E8A-8469-0D5D3845264F l•I

Innovation, Science and

Economic Development Canada

Cotpotallons Canada

Innovation, Sciences et

Developpement economique Canada

CO,po,atlcns Canada

Canada Business Corporations Act (CBCA)

FORM4

1 -Current corporate name

, , -co.,,oration numbe,

1 98 19491-0

ARTICLES OF AMENDMENT

(Sections 27 or 177)

3 -The articles are amended as follows (note that more than one section can be filled out)

A: The corporation changes its name to:

B: The corporation changes the province or territory in Canada where the registered office is situated to:

To complete the change, a Form 3 -Change of Registered Office Address must accompany the Articles of Amendment.

I

C: The corporation changes the minimum and/or maximum number of directors to: (for a fixed number of directors, indicate the same number in both

boxes).

Minimum number D Maximum number D

D: Other changes: (for example, to the classes of shares, to the restrictions on share transfers, to restriclions on the businesses of the corporation or

to any other provisions that are pennitted by the CBCA to be set out in the Articles) Please specify. ·

Sec attached schedule:.

4 -Declaration

I hereby certify that I am a director or an authorized officer of the corporation. G

Do~Slgnod by:

Signature: _ (.L.,uif {toJ,i~

D7301A7QA843'9E •.•

Print name: Cherif Habib Telephone number:

5146594969

Note: 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 to both (subsection 250(1) of the CBCA).

ISED-ISDE 3069E (2016111) Page 1 of 2

Canada

LEGAL_1:54778899.2

ARTICLES OF AMENDMENT

OF

DIALOGUE TECHNOLOGIES INC.

(the “")

1.The Articles of the Corporation be amended as follows:

(a)to remove the rights, privileges, restrictions and conditions attaching to the Common Shares, the Class A Preferred Shares and the Class A-1 Preferred Shares, issuable in series, in the capital of the Corporation; (b)to create an unlimited number of Class B Preferred Shares; and (c)to provide that the rights, privileges, restrictions and conditions attaching to the Common Shares, the Class A Preferred Shares, and the Class A-1

Preferred Shares, issuable in series,

are as set out in Schedule I with the result that upon the issuance of a Certificate of Amendment effecting the foregoing, the authorized capital of the Corporation shall consist of: (i) an unlimited number of Common Shares; (ii )a n unlimited number of Class A Preferred Shares; (iii) an unlimited number of Class A- 1 P referred Shares, issuable in series, of which an unlimited number is designated as Series 1 Class A-1 Preferred Shares, an unlimited number is designated as Series 2 Class A-1 Preferred Shares a n unlimited number is designated as Series 3 Class A-1 Preferred Shares, an unlimited number is designated as Series 4 Class A-1 Preferred Shares and an unlimited number is designated as Seri es 5 Class A-1 Preferred Shares; and (iv) an unlimited number of Class B Preferred Shares.

LEGAL_1:54778899.7

Subject to the requirements of the

1. (a) entitled to receive dividends (whether in cash, shares or other property) if, as and when declared by the Board of Directors (the “ (b) entitled to receive dividends (whether in cash, shares or other property) if, as and when declared by the Board out of assets of the Corporation properly applicable to the payment of dividends (any dividend so declared being hereinafter referred to as a “ (c) Common Share Dividend is declared, the Board shall at the same time declare an equivalent dividend, on an as-converted basis, on the outstanding Preferred Shares, which shall be paid to the holders of the Preferred Shares in the same form, at the same time and subject to the same terms and conditions as the Common Share Dividend.

LEGAL_1:54778899.7

(a) winding-up of the Corporation; or (ii) on the happening of any Change of Control Event (as such term is defined below) involving the Corporation (each of the events in (i) and (ii) being a (i) (ii) (a). (iii) (iv)

LEGAL_1:54778899.7

(a).

The “

(b) immediately after the Preferred Preferential Amount has been paid in full pursuant to

Section 2

(a) above, the remaining net assets of the Corporation available for distribution to its shareholders shall be distributed rateably a mong the holders of the

Common Shares

pro rata based on the number of Common Shares held by each such holder.

2(a) and (b)

upon any Liquidation Event, each holder of Preferred Shares shall be entitled at their discretion to receive, for each Preferred Share then held, out of the proceeds available for distribution, the greater of (i) the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares in a Liquidation Event pursuant to Section

2(a) (without giving effect to this Section 2(c)), and (ii) the amount of

cash, securities or other property to which such holder would be entitled to receive in a Liquidation Event with respect to such shares if such Preferred Shares had been converted

LEGAL_1:54778899.7

2(c) with respect to all Preferred Shares of each applicable series simultaneously.

(d) (i) any merger, amalgamation, reorganization, consolidation or other transaction (other than a Qualifying Public Offering (as such term is defined below)) involving the Corporation and any other corporation or other entity or person , or group of related entities or persons, in which such other entity or person ,or group of related entities or persons, would hold more than fifty percent (50%) of the outstanding voting shares of the surviving or continuing entity immediately after such merger, amalgamation, reorganization, consolidation or other transaction; or (ii) the sale, lease, license, abandonment, transfer or other disposition of all or substantially all the assets of the Corporation or the exclusive license of all or substantially all of the Corporation"s material intellectual property and technology. (e) holders of the shares of the Corporation pursuant to this Section 2 is payable in property other than cash, the value of such distribution shall be the

Fair Market Value of such

property (as defined below). (f) related transactions as a Change of Control Event may be waived by the affirmative vote or written consent of the holders of not less than (i) sixty-six and two thirds percent (66 assets other than securities, their fair market value as determined in good faith by the Board and approved by holders of sixty-six and two Ҁ (i) A. B. C.

LEGAL_1:54778899.7

(ii) 2(g) of these Articles but if holders of a Preferred Majority and a Class B Preferred Majority object to any determination by the Board and notifies the Board of such objection within ten (10) days of receiving notice of such determination, the Corporation a Preferred

Majority

and a Class B Preferred Majority will, within ten (10) days following such ten (10) day objection period, jointly appoint a valuator that is a nationally recognized independent investment banking firm, accounting firm or business valuation firm to determine the fair market value. If the Corporation , a Preferred Majority and a Class B Preferred Majority cannot agree on the valuator within such time period, then the

Corporation

a Preferred Majority and a Class B Preferred Majority will, within the next ten (10) days, jointly select an arbitrator to appoint such valuator, failing which an arbitrator may be appointed in accordance with the (h) have the power to effect a Change of Control Event referred to in Section 2(d) unless the agreement or plan of arrangement for such

Change of Control Event (the “

2 (a), (b) and (c). distributed to the holders of shares in the capital of the Corporation upon any such

Change

of Control Event shall be the cash or the Fair Market Value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. (j) of a Change of Control Event pursuant to Section 2(d), if any portion of the consideration payable to the shareholders of the Corporation is payable only upon satisfaction of contingencies (the “

2(a), (b) and (c) as if the Initial Consideration

were the only consideration payable in connection with such Change of Control Event and (b) any Additional Consideration that becomes payable to the shareholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of shares in the capital of the Corporation in accordance with Sections 2(a), (b) and (c)

LEGAL_1:54778899.7

3. (a) (i) (ii)3(a)(i), the holders of the Common Shares are not entitled to vote separately as a class and are not entitled to dissent, upon any proposal to amend these articles of amendment of the

Corporation

(the “

3(a)(ii) shall cease to be of any force or effect

upon the conversion into Common Shares of at least sixty-six and two thirds percent (66 Ҁ (b) (i)

4 hereof), at

each meeting of shareholders of the Corporation with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. Except for matters where holders of the Voting Preferred Shares or Common Shares are by law, by the provisions of these Articles or of the Fourth Amended and Restated Unanimous Shareholders Agreement among the Corporation and all of its shareholders, as amended from time to time (the “

6 below, the holders of Voting Preferred Shares shall vote

together with the holders of the Common Shares as a single class.

LEGAL_1:54778899.7

(iii)3(b)(i) and (ii), but subject to the provisions of the Shareholders Agreement and these Articles, the holders of any class or series of Preferred Shares are not entitled to vote separately as a class or series and are not entitled to dissent, upon any proposal to amend the Articles of the Corporation to: (I) increase or decrease any maximum number of authorized Preferred Shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the applicable class of series of Preferred Shares; (II) create a new class or series of shares equal or superior to such class or series Preferred Shares; or (III) effect an exchange, reclassification or cancellation of all or part such class or series of Preferred Shares. The holders of Preferred Shares shall have the following rights with respect to the conversion of

Preferred Shares:

(a) any time, without payment of any additional consideration, into Common Shares on the basis of the conversion ratio set out in Section 4 (b) below, in whole or in part, at the option of the holder thereof. (b) that number of Common Shares determined by mu ltiplying the number of

Preferred Shares

being converted by the quotient determined by dividing the Original Issue Price of such class or series of Preferred Share by the Conversion Price (as defined below) of such class or series of Preferred Share (as determined in accordance with the provisions of this Section 4 ) in effect at the time of conversion. (c) Preferred Shares shall initially be equal to the Original Issue Price of such class or series of Preferred Shares. Such initial Conversion Price of a class or series of Preferred Shares, and the rate at which such class or series of Preferred Shares may be converted into Common Shares, shall be subject to adjustment as provided below. (d) Share who desires to optionally convert the same into Common Shares pursuant to this

Section

4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for the shares of the Corporation and shall give written notice to the Corporation that such holder elects to convert the same.

Such notice

shall state the number, class and series, as applicable, of Preferred Shares being converted. Thereupon, the Corporation shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of Common Shares to which such holder is entitled. If less than all of the Preferred Shares represented by any certificate are converted, the holder shall be entitled to receive a new certificate for that number of Preferred Shares represented by the original certificate that were not converted.

LEGAL_1:54778899.7

upon conversion of the Preferred Shares pursuant to this Section 4. All Common Shares (including fractions thereof) issuable upon conversion of more than one Preferred Share by a holder thereof shall be aggregated for the purpose of determining whether the con version would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall, in lieu of issuing any fractional share, pay cash in

Canadia

n dollars equal to the product of such fraction multiplied by the Common Share"s

Fair Market Value on

the date of conversion. Such conversion shall be deemed to have been made at the close of business on the date of surrender of the certificates representing the Preferred Shares to be converted, and the person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the registered holder of such Common Shares on such date. (f) (g) Corporation at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Shares entitled to receive, a divide nd or other distribution payable in additional Common Shares, then and in each such event the Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (i) (ii) , however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the d ate fixed therefor, the Conversion Price of

each class or series of Preferred Shares shall be recomputed accordingly as of the close of business on such

record date and thereafter the applicable Conversion Price of such class or series of Preferred Shares shall

LEGAL_1:54778899.7

(h) Common Shares shall be changed into the same or a different number of shares of any class, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or share dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for below), then and in eac h such event holders of any class or series of Preferred Shares shall have the right thereafter to convert such shares into the kind and amount of shares and other securities and property receivable, upon such reorganization, reclassification, or other change, that would have otherwise been receivable by the holders of the number of Common Sharesquotesdbs_dbs24.pdfusesText_30

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