Exhibit 3.2

1A

SCHEDULE TO
ARTICLES OF AMENDMENT
TERRASCEND CORP.

(the “Company”)

The Articles of the Company are amended as follows:

[Rest of page intentionally left blank.]

1B

Exhibit A

PROVISIONS ATTACHING TO THE
SERIES A CONVERTIBLE PREFERRED SHARES

In addition to the rights, privileges, restrictions and conditions attaching to the preferred shares as a class, the Series A Convertible Preferred Shares shall have the following rights, privileges, restrictions and conditions. Capitalized terms not defined where used shall have the meanings ascribed to such terms in Section 8.

1.            Liquidation Preference

where,

CS₀ = the number of Series A Convertible Preferred Shares outstanding immediately before giving effect to such share dividend, distribution, split or share consolidation, as the case may be; and

CS₁ = the number of Series A Convertible Preferred Shares outstanding immediately after giving effect to such dividend, distribution, share split or share consolidation.

2.            Voting Rights

Except as otherwise provided in the Business Corporations Act (Ontario) (the “Act”), the holders of Series A Convertible Preferred Shares shall not be entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of, the Company.

3.            Dividends

The holders of Series A Convertible Preferred Shares shall not be entitled to receive any dividends, except that the Company shall issue such dividends as are necessary to comply with the provisions of Section 7(f)(iii) in respect of an adjustment to the Conversion Ratio in connection with any dividend paid on the Common Shares. The Company will provide holders of Series A Convertible Preferred Shares with 21 days’ notice of the record date for any dividend payable on the Common Shares.

4.            Purchase for Cancellation

Subject to such provisions of the Act as may be applicable, the Company may at any time or times purchase (if obtainable) for cancellation all or any part of the Series A Convertible Preferred Shares outstanding from time to time in one or more negotiated transactions at such price or prices as are determined by the Board of Directors and as may be agreed to with the relevant holders of the Series A Convertible Preferred Shares. From and after the date of purchase of any Series A Convertible Preferred Shares under the provisions of this Section 4, any shares so purchased shall be cancelled.

5.            [RESERVED]

6.            [RESERVED]

Each Series A Convertible Preferred Share is convertible into Proportionate Voting Shares as provided in this Section 7.

The “Conversion Ratio” is initially 1.00, as adjusted from time to time as provided in Section 7(f). In order to convert the Series A Convertible Preferred Shares into Proportionate Voting Shares pursuant to this Section 7(a), the holder must surrender the certificates representing such Series A Convertible Preferred Shares, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or liens at the office of the Company or its transfer agent for the Series A Convertible Preferred Shares (as directed by the Company), together with the prescribed form of written notice, set forth on the Series A Convertible Preferred Share certificates, that such holder elects to convert all or such number of shares represented by such certificates as specified therein.

 

CR1 = CR0 x	OS1
	OS0

where

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend or distribution;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

OS₀ = number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and

OS₁ = the sum of the number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of Common Shares and Exchangeable Shares constituting such dividend or other distribution.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(A) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution. If any dividend or distribution of the type described in this Section 7(f)(i)(A) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend or distribution had not been declared.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately before giving effect to such subdivision, combination or reclassification; and

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after giving effect to such subdivision, combination or reclassification.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(B) shall become effective immediately after the open of business on the effective date of such subdivision, combination or reclassification becomes effective.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such distribution;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of Common Shares deemed to be outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution on a fully diluted basis, including on the conversion, exercise or exchange of any convertible, exercisable or exchangeable securities;

X = the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of the first public announcement of the distribution of such rights, options or warrants;

Y = the total number of additional Common Shares issuable pursuant to such rights, options or warrants.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(ii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights or warrants, the Conversion Ratio shall be readjusted to such Conversion Ratio that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Ratio shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such Common Shares, the Company shall take into account the Fair Market Value of any consideration (if other than cash) received for such rights, options or warrants and the Fair Market Value of any consideration (if other than cash) paid or payable upon the exercise of such rights, options or warrants.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such dividend;

SP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date; and

C = the amount in cash per Common Share and Exchangeable Share the Company distributes to all or substantially all holders of the Common Shares and Exchangeable Shares (which cash dividend, if payable in Canadian dollars, shall be converted into the USD Equivalent Amount of such dividend as of the Business Day immediately preceding such ExDividend Date).

Any adjustment to the Conversion Ratio made pursuant to this Section 7(:f)(iii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend.

If any dividend of the type described in this Section 7(:f)(iii) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each holder of Series A Convertible Preferred Shares shall receive at the same time and upon the same terms as holders of Common Shares and Exchangeable Shares, the amount of cash as a dividend on the Series A Convertible Preferred Shares that such holder would have received if such holder owned a number of Proportionate Voting Shares at the Conversion Ratio in effect immediately prior to the opening of business on the Ex Dividend Date for such cash dividend or distribution.

where,

P₀ = the number of Common Shares into which each Proportionate Voting Share is convertible immediately prior to the effective time of such adjustment to the Proportionate Voting Shares; and

P₁ = the number of Common Shares into which each Proportionate Voting Share is convertible immediately after the effective time of such adjustment to the Proportionate Voting Shares.

where,

SP₀ = the aggregate Current Market Price of the Common Shares into which the Proportionate Voting Shares issuable upon conversion of one Series A Convertible Preferred Share are convertible; and

FMV = the Fair Market Value of the portion of the distribution applicable to one Series A Convertible Preferred Share on such date.

In a “spin-off,” where the Company makes a distribution to all holders of Common Shares and Exchangeable Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary of the Company or other business unit, the Conversion Ratio will be adjusted on the fifteenth Business Day after the effective date of the distribution by multiplying the then-applicable Conversion Ratio in effect immediately prior to such fifteenth Business Day by the following fraction:

where,

MP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date for the “spin-off” aggregated for all Common Shares underlying the Proportionate Voting Shares issuable upon conversion of one Series A Convertible Preferred Share; and

MP_S = the Fair Market Value of the portion of the distribution applicable to one Series A Convertible Preferred Share on such date.

In the event that such distribution described in this Section 7(f)(v) is not so paid or made, the Conversion Ratio shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such distribution, to the Conversion Ratio that would then be in effect if such distribution had not been announced.

where,

AC = the aggregate value of all cash and other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such Issuer Bid;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately prior to the open of business on the Trading Day next succeeding the date such Issuer Bid expires;

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after the open of business on the Trading Day next succeeding the date such Issuer Bid expires (after giving to the purchase of all shares accepted for purchase in such Issuer Bid); and

SP₁ = the aggregate Current Market Price of the Common Shares on the day that is ten consecutive Trading Days after the Trading Day next succeeding the date such Issuer Bid expires.

If the Company or one of its subsidiaries is obligated to purchase Common Shares or Exchangeable Shares pursuant to any such Issuer Bid, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Ratio shall again be adjusted to be the Conversion Ratio that would then be in effect if such Issuer Bid had not been made.

In the case of the issuance of Additional Common Shares for cash, the consideration shall be deemed to be the amount of cash paid (with any Canadian dollar consideration being converted into the USD Equivalent Amount, if necessary) therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of Additional Common Shares for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Market Value thereof. In the case of the issuance of Convertible Securities, the aggregate maximum number of Common Shares deliverable upon exercise, conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration (determined in the manner provided in this paragraph) if any, received by the Company upon the issuance of such Convertible Securities plus the minimum additional consideration payable pursuant to the terms of such Convertible Securities for the Common Shares covered thereby, but no further adjustment shall be made for the actual issuance of Common Shares upon the exercise, conversion or exchange of any such Convertible Securities. Upon the expiration or forfeiture of any Additional Common Shares consisting of options, warrants or other rights to acquire Common Shares or Convertible Securities, the termination of any such rights to convert or exchange or the expiration or forfeiture of any options or rights related to such convertible or exchangeable securities, the Conversion Ratio, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and Convertible Securities that remain in effect) actually issued upon the exercise of such options, warrants or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

The Company shall not enter into any agreement for a transaction constituting a Capital Reorganization unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Convertible Preferred Shares into the Reference Property in a manner that is consistent with and gives effect to this Section 7, and (ii) to the extent that the Company is not the surviving entity in such Capital Reorganization or will be dissolved in connection with such Capital Reorganization, proper provision shall be made in the agreements governing such Capital Reorganization for the conversion of the Series A Convertible Preferred Shares into Reference Property and, in the case of a Capital Reorganization constituting any sale, lease or other transfer to a third party of the consolidated assets of the Company and its subsidiaries substantially as an entirety, an exchange of Series A Convertible Preferred Shares for the shares of the person to whom the Company’s assets are conveyed or transferred, having voting powers, preferences, and relative, participating, optional or other special rights as nearly equal as possible to those provided in these Articles of Amendment.

then the Company shall file with its corporate records and mail to the holders of the Series A Convertible Preferred Shares at their last addresses as shown on the records of the Company, at least ten (10) days prior to the record date specified in (A) below or ten (10) days prior to the date specified in (B) below, a notice stating:

For purposes of these Articles of Amendment, the following terms shall have the following meanings:

except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

For purposes of these Articles of Amendment, the following provisions shall apply:

[Rest of page intentionally left blank.]

1Z

Exhibit B

PROVISIONS ATTACHING TO THE
SERIES B CONVERTIBLE PREFERRED SHARES

In addition to the rights, privileges, restrictions and conditions attaching to the preferred shares as a class, the Series B Convertible Preferred Shares shall have the following rights, privileges, restrictions and conditions. Capitalized terms not defined where used shall have the meanings ascribed to such terms in Section 8.

1.            Liquidation Preference

where,

CS₀ = the number of Series B Convertible Preferred Shares outstanding immediately before giving effect to such share dividend, distribution, split or share consolidation, as the case may be; and

CS₁ = the number of Series B Convertible Preferred Shares outstanding immediately after giving effect to such dividend, distribution, share split or share consolidation.

Except as otherwise provided in the Business Corporations Act (Ontario) (the “Act”), the holders of Series B Convertible Preferred Shares shall not be entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of, the Company.

The holders of Series B Convertible Preferred Shares shall not be entitled to receive any dividends, except that the Company shall issue such dividends as are necessary to comply with the provisions of Section 7(f)(iii) in respect of an adjustment to the Conversion Ratio in connection with any dividend paid on the Common Shares. The Company will provide holders of Series B Convertible Preferred Shares with 21 days’ notice of the record date for any dividend payable on the Common Shares.

Subject to such provisions of the Act as may be applicable, the Company may at any time or times purchase (if obtainable) for cancellation all or any part of the Series B Convertible Preferred Shares outstanding from time to time in one or more negotiated transactions at such price or prices as are determined by the Board of Directors and as may be agreed to with the relevant holders of the Series B Convertible Preferred Shares. From and after the date of purchase of any Series B Convertible Preferred Shares under the provisions of this Section 4, any shares so purchased shall be cancelled.

Each Series B Convertible Preferred Share is convertible into Common Shares as provided in this Section 7.

The “Conversion Ratio” is initially 1,000, as adjusted from time to time as provided in Section 7(f). In order to convert the Series B Convertible Preferred Shares into Common Shares pursuant to this Section 7(a), the holder must surrender the certificates representing such Series B Convertible Preferred Shares, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or liens at the office of the Company or its transfer agent for the Series B Convertible Preferred Shares (as directed by the Company), together with the prescribed form of written notice, set forth on the Series B Convertible Preferred Share certificates, that such holder elects to convert all or such number of shares represented by such certificates as specified therein.

where

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend or distribution;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

OS₀ = number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and

OS₁ = the sum of the number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of Common Shares and Exchangeable Shares constituting such dividend or other distribution.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(A) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution. If any dividend or distribution of the type described in this Section 7(f)(i)(A) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend or distribution had not been declared.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately before giving effect to such subdivision, combination or reclassification; and

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after giving effect to such subdivision, combination or reclassification.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(B) shall become effective immediately after the open of business on the effective date of such subdivision, combination or reclassification becomes effective.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such distribution;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of Common Shares deemed to be outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution on a fully diluted basis, including on the conversion, exercise or exchange of any convertible, exercisable or exchangeable securities;

X = the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of the first public announcement of the distribution of such rights, options or warrants;

Y = the total number of additional Common Shares issuable pursuant to such rights, options or warrants.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(ii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution.

To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights or warrants, the Conversion Ratio shall be readjusted to such Conversion Ratio that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Ratio shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such Common Shares, the Company shall take into account the Fair Market Value of any consideration (if other than cash) received for such rights, options or warrants and the Fair Market Value of any consideration (if other than cash) paid or payable upon the exercise of such rights, options or warrants.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such dividend;

SP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date; and

C = the amount in cash per Common Share and Exchangeable Share the Company distributes to all or substantially all holders of the Common Shares and Exchangeable Shares (which cash dividend, if payable in Canadian dollars, shall be converted into the USD Equivalent Amount of such dividend as of the Business Day immediately preceding such Ex Dividend Date).

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(iii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend.

If any dividend of the type described in this Section 7(f)(iii) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each holder of Series B Convertible Preferred Shares shall receive at the same time and upon the same terms as holders of Common Shares and Exchangeable Shares, the amount of cash as a dividend on the Series B Convertible Preferred Shares that such holder would have received if such holder owned a number of Common Shares at the Conversion Ratio in effect immediately prior to the opening of business on the Ex- Dividend Date for such cash dividend or distribution.

where,

SP₀ = the aggregate Current Market Price of the Common Shares issuable upon conversion of one Series B Convertible Preferred Share are convertible; and

FMV = the Fair Market Value of the portion of the distribution applicable to one Series B Convertible Preferred Share on such date.

In a “spin-off,” where the Company makes a distribution to all holders of Common Shares and Exchangeable Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary of the Company or other business unit, the Conversion Ratio will be adjusted on the fifteenth Business Day after the effective date of the distribution by multiplying the then-applicable Conversion Ratio in effect immediately prior to such fifteenth Business Day by the following fraction:

where,

MP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date for the “spin-off” aggregated for all Common Shares issuable upon conversion of one Series B Convertible Preferred Share; and

MP_S = the Fair Market Value of the portion of the distribution applicable to one Series B Convertible Preferred Share on such date.

In the event that such distribution described in this Section 7(f)(v) is not so paid or made, the Conversion Ratio shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such distribution, to the Conversion Ratio that would then be in effect if such distribution had not been announced.

where,

AC = the aggregate value of all cash and other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such Issuer Bid;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately prior to the open of business on the Trading Day next succeeding the date such Issuer Bid expires;

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after the open of business on the Trading Day next succeeding the date such Issuer Bid expires (after giving to the purchase of all shares accepted for purchase in such Issuer Bid); and

SP₁ = the aggregate Current Market Price of the Common Shares on the day that is ten consecutive Trading Days after the Trading Day next succeeding the date such Issuer Bid expires.

If the Company or one of its subsidiaries is obligated to purchase Common Shares or Exchangeable Shares pursuant to any such Issuer Bid, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Ratio shall again be adjusted to be the Conversion Ratio that would then be in effect if such Issuer Bid had not been made.

In the case of the issuance of Additional Common Shares for cash, the consideration shall be deemed to be the amount of cash paid (with any Canadian dollar consideration being converted into the USD Equivalent Amount, if necessary) therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of Additional Common Shares for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Market Value thereof. In the case of the issuance of Convertible Securities, the aggregate maximum number of Common Shares deliverable upon exercise, conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration (determined in the manner provided in this paragraph) if any, received by the Company upon the issuance of such Convertible Securities plus the minimum additional consideration payable pursuant to the terms of such Convertible Securities for the Common Shares covered thereby, but no further adjustment shall be made for the actual issuance of Common Shares upon the exercise, conversion or exchange of any such Convertible Securities. Upon the expiration or forfeiture of any Additional Common Shares consisting of options, warrants or other rights to acquire Common Shares or Convertible Securities, the termination of any such rights to convert or exchange or the expiration or forfeiture of any options or rights related to such convertible or exchangeable securities, the Conversion Ratio, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and Convertible Securities that remain in effect) actually issued upon the exercise of such options, warrants or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

The Company shall not enter into any agreement for a transaction constituting a Capital Reorganization unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series B Convertible Preferred Shares into the Reference Property in a manner that is consistent with and gives effect to this Section 7, and (ii) to the extent that the Company is not the surviving entity in such Capital Reorganization or will be dissolved in connection with such Capital Reorganization, proper provision shall be made in the agreements governing such Capital Reorganization for the conversion of the Series B Convertible Preferred Shares into Reference Property and, in the case of a Capital Reorganization constituting any sale, lease or other transfer to a third party of the consolidated assets of the Company and its subsidiaries substantially as an entirety, an exchange of Series B Convertible Preferred Shares for the shares of the person to whom the Company’s assets are conveyed or transferred, having voting powers, preferences, and relative, participating, optional or other special rights as nearly equal as possible to those provided in these Articles of Amendment.

then the Company shall file with its corporate records and mail to the holders of the Series B Convertible Preferred Shares at their last addresses as shown on the records of the Company, at least ten (10) days prior to the record date specified in

For purposes of these Articles of Amendment, the following terms shall have the following meanings:

except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

For purposes of these Articles of Amendment, the following provisions shall apply:

[Rest of page intentionally left blank.]

1

Exhibit C

PROVISIONS ATTACHING TO THE
SERIES C CONVERTIBLE PREFERRED SHARES

In addition to the rights, privileges, restrictions and conditions attaching to the preferred shares as a class, the Series C Convertible Preferred Shares shall have the following rights, privileges, restrictions and conditions. Capitalized terms not defined where used shall have the meanings ascribed to such terms in Section 8.

where,

CS₀ = the number of Series C Convertible Preferred Shares outstanding immediately before giving effect to such share dividend, distribution, split or share consolidation, as the case may be; and

CS₁ = the number of Series C Convertible Preferred Shares outstanding immediately after giving effect to such dividend, distribution, share split or share consolidation.

Except as otherwise provided in the Business Corporations Act (Ontario) (the “Act”), the holders of Series C Convertible Preferred Shares shall not be entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of, the Company.

The holders of Series C Convertible Preferred Shares shall not be entitled to receive any dividends, except that the Company shall issue such dividends as are necessary to comply with the provisions of Section 7(:f)(iii) in respect of an adjustment to the Conversion Ratio in connection with any dividend paid on the Common Shares. The Company will provide holders of Series C Convertible Preferred Shares with 21 days’ notice of the record date for any dividend payable on the Common Shares.

Subject to such provisions of the Act as may be applicable, the Company may at any time or times purchase (if obtainable) for cancellation all or any part of the Series C Convertible Preferred Shares outstanding from time to time in one or more negotiated transactions at such price or prices as are determined by the Board of Directors and as may be agreed to with the relevant holders of the Series C Convertible Preferred Shares. From and after the date of purchase of any Series C Convertible Preferred Shares under the provisions of this Section 4, any shares so purchased shall be cancelled.

Each Series C Convertible Preferred Share is convertible into Proportionate Voting Shares as provided in this Section 7.

The “Conversion Ratio” is initially 1.00, as adjusted from time to time as provided in Section 7(f). In order to convert the Series C Convertible Preferred Shares into Proportionate Voting Shares pursuant to this Section 7(a), the holder must surrender the certificates representing such Series C Convertible Preferred Shares, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or liens at the office of the Company or its transfer agent for the Series C Convertible Preferred Shares (as directed by the Company), together with the prescribed form of written notice, set forth on the Series C Convertible Preferred Share certificates, that such holder elects to convert all or such number of shares represented by such certificates as specified therein.

where

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend or distribution;

CR₁ =.the Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

OS₀ = number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and

OS₁ = the sum of the number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of Common Shares and Exchangeable Shares constituting such dividend or other distribution.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(A) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution. If any dividend or distribution of the type described in this Section 7(f)(i)(A) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend or distribution had not been declared.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately before giving effect to such subdivision, combination or reclassification; and

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after giving effect to such subdivision, combination or reclassification.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(B) shall become effective immediately after the open of business on the effective date of such subdivision, combination or reclassification becomes effective.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such distribution;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of Common Shares deemed to be outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution on a fully diluted basis, including on the conversion, exercise or exchange of any convertible, exercisable or exchangeable securities;

X = the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of the first public announcement of the distribution of such rights, options or warrants;

Y = the total number of additional Common Shares issuable pursuant to such rights, options or warrants.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(ii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution.

To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights or warrants, the Conversion Ratio shall be readjusted to such Conversion Ratio that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Ratio shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such Common Shares, the Company shall take into account the Fair Market Value of any consideration (if other than cash) received for such rights, options or warrants and the Fair Market Value of any consideration (if other than cash) paid or payable upon the exercise of such rights, options or warrants.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such dividend;

SP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date; and

C = the amount in cash per Common Share and Exchangeable Share the Company distributes to all or substantially all holders of the Common Shares and Exchangeable Shares (which cash dividend, if payable in Canadian dollars, shall be converted into the USD Equivalent Amount of such dividend as of the Business Day immediately preceding such Ex Dividend Date).

Any adjustment to the Conversion Ratio made pursuant to this Section 7(:f)(iii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend.

If any dividend of the type described in this Section 7(:f)(iii) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each holder of Series C Convertible Preferred Shares shall receive at the same time and upon the same terms as holders of Common Shares and Exchangeable Shares, the amount of cash as a dividend on the Series C Convertible Preferred Shares that such holder would have received if such holder owned a number of Proportionate Voting Shares at the Conversion Ratio in effect immediately prior to the opening of business on the Ex Dividend Date for such cash dividend or distribution.

where,

P₀ = the number of Common Shares into which each Proportionate Voting Share is convertible immediately prior to the effective time of such adjustment to the Proportionate Voting Shares; and

P₁ = the number of Common Shares into which each Proportionate Voting Share is convertible immediately after the effective time of such adjustment to the Proportionate Voting Shares.

where,

SP₀ = the aggregate Current Market Price of the Common Shares into which the Proportionate Voting Shares issuable upon conversion of one Series C Convertible Preferred Share are convertible; and

FMV = the Fair Market Value of the portion of the distribution applicable to one Series C Convertible Preferred Share on such date.

In a “spin-off,” where the Company makes a distribution to all holders of Common Shares and Exchangeable Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary of the Company or other business unit, the Conversion Ratio will be adjusted on the fifteenth Business Day after the effective date of the distribution by multiplying the then-applicable Conversion Ratio in effect immediately prior to such fifteenth Business Day by the following fraction:

where,

MP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date for the “spin-off” aggregated for all Common Shares underlying the Proportionate Voting Shares issuable upon conversion of one Series C Convertible Preferred Share; and

MP_S = the Fair Market Value of the portion of the distribution applicable to one Series C Convertible Preferred Share on such date.

In the event that such distribution described in this Section 7(f)(v) is not so paid or made, the Conversion Ratio shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such distribution, to the Conversion Ratio that would then be in effect if such distribution had not been announced.

where,

AC = the aggregate value of all cash and other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such Issuer Bid;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately prior to the open of business on the Trading Day next succeeding the date such Issuer Bid expires;

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after the open of business on the Trading Day next succeeding the date such Issuer Bid expires (after giving to the purchase of all shares accepted for purchase in such Issuer Bid); and

SP₁ = the aggregate Current Market Price of the Common Shares on the day that is ten consecutive Trading Days after the Trading Day next succeeding the date such Issuer Bid expires.

If the Company or one of its subsidiaries is obligated to purchase Common Shares or Exchangeable Shares pursuant to any such Issuer Bid, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Ratio shall again be adjusted to be the Conversion Ratio that would then be in effect if such Issuer Bid had not been made.

In the case of the issuance of Additional Common Shares for cash, the consideration shall be deemed to be the amount of cash paid (with any Canadian dollar consideration being converted into the USD Equivalent Amount, if necessary) therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of Additional Common Shares for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Market Value thereof. In the case of the issuance of Convertible Securities, the aggregate maximum number of Common Shares deliverable upon exercise, conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration (determined in the manner provided in this paragraph) if any, received by the Company upon the issuance of such Convertible Securities plus the minimum additional consideration payable pursuant to the terms of such Convertible Securities for the Common Shares covered thereby, but no further adjustment shall be made for the actual issuance of Common Shares upon the exercise, conversion or exchange of any such Convertible Securities. Upon the expiration or forfeiture of any Additional Common Shares consisting of options, warrants or other rights to acquire Common Shares or Convertible Securities, the termination of any such rights to convert or exchange or the expiration or forfeiture of any options or rights related to such convertible or exchangeable securities, the Conversion Ratio, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and Convertible Securities that remain in effect) actually issued upon the exercise of such options, warrants or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

The Company shall not enter into any agreement for a transaction constituting a Capital Reorganization unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series C Convertible Preferred Shares into the Reference Property in a manner that is consistent with and gives effect to this Section 7, and (ii) to the extent that the Company is not the surviving entity in such Capital Reorganization or will be dissolved in connection with such Capital Reorganization, proper provision shall be made in the agreements governing such Capital Reorganization for the conversion of the Series C Convertible Preferred Shares into Reference Property and, in the case of a Capital Reorganization constituting any sale, lease or other transfer to a third party of the consolidated assets of the Company and its subsidiaries substantially as an entirety, an exchange of Series C Convertible Preferred Shares for the shares of the person to whom the Company’s assets are conveyed or transferred, having voting powers, preferences, and relative, participating, optional or other special rights as nearly equal as possible to those provided in these Articles of Amendment.

then the Company shall file with its corporate records and mail to the holders of the Series C Convertible Preferred Shares at their last addresses as shown on the records of the Company, at least ten (10) days prior to the record date specified in (A) below or ten (10) days prior to the date specified in (B) below, a notice stating:

For purposes of these Articles of Amendment, the following terms shall have the following meanings:

For purposes of these Articles of Amendment, the following provisions shall apply:

[Rest of page intentionally left blank.]

Exhibit D

PROVISIONS ATTACHING TO THE
SERIES D CONVERTIBLE PREFERRED SHARES

In addition to the rights, privileges, restrictions and conditions attaching to the preferred shares as a class, the Series D Convertible Preferred Shares shall have the following rights, privileges, restrictions and conditions. Capitalized terms not defined where used shall have the meanings ascribed to such terms in Section 8.

where,

CS₀ = the number of Series D Convertible Preferred Shares outstanding immediately before giving effect to such share dividend, distribution, split or share consolidation, as the case may be; and

CS₁ = the number of Series D Convertible Preferred Shares outstanding immediately after giving effect to such dividend, distribution, share split or share consolidation.

Except as otherwise provided in the Business Corporations Act (Ontario) (the “Act”), the holders of Series D Convertible Preferred Shares shall not be entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of, the Company.

The holders of Series D Convertible Preferred Shares shall not be entitled to receive any dividends, except that the Company shall issue such dividends as are necessary to comply with the provisions of Section 7(f)(iii) in respect of an adjustment to the Conversion Ratio in connection with any dividend paid on the Common Shares. The Company will provide holders of Series D Convertible Preferred Shares with 21 days’ notice of the record date for any dividend payable on the Common Shares.

Subject to such provisions of the Act as may be applicable, the Company may at any time or times purchase (if obtainable) for cancellation all or any part of the Series D Convertible Preferred Shares outstanding from time to time in one or more negotiated transactions at such price or prices as are determined by the Board of Directors and as may be agreed to with the relevant holders of the Series D Convertible Preferred Shares. From and after the date of purchase of any Series D Convertible Preferred Shares under the provisions of this Section 4, any shares so purchased shall be cancelled.

Each Series D Convertible Preferred Share is convertible into Common Shares as provided in this Section 7.

The “Conversion Ratio” is initially 1,000, as adjusted from time to time as provided in Section 7(:f). In order to convert the Series D Convertible Preferred Shares into Common Shares pursuant to this Section 7(a), the holder must surrender the certificates representing such Series D Convertible Preferred Shares, accompanied by transfer instruments reasonably satisfactory to the Company, free of any adverse interest or liens at the office of the Company or its transfer agent for the Series D Convertible Preferred Shares (as directed by the Company), together with the prescribed form of written notice, set forth on the Series D Convertible Preferred Share certificates, that such holder elects to convert all or such number of shares represented by such certificates as specified therein.

where

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend or distribution;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

OS₀ = number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and

OS₁ = the sum of the number of Common Shares and Exchangeable Shares outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of Common Shares and Exchangeable Shares constituting such dividend or other distribution.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(A) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution. If any dividend or distribution of the type described in this Section 7(f)(i)(A) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend or distribution had not been declared.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

CR₁ = the Conversion Ratio in effect immediately after the open of business on the effective date of such subdivision, combination or reclassification, as the case may be;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately before giving effect to such subdivision, combination or reclassification; and

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after giving effect to such subdivision, combination or reclassification.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(i)(B) shall become effective immediately after the open of business on the effective date of such subdivision, combination or reclassification becomes effective.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such distribution;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such distribution;

OS₀ = the number of Common Shares deemed to be outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution on a fully diluted basis, including on the conversion, exercise or exchange of any convertible, exercisable or exchangeable securities;

X = the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of the first public announcement of the distribution of such rights, options or warrants;

Y = the total number of additional Common Shares issuable pursuant to such rights, options or warrants.

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(ii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution.

To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights or warrants, the Conversion Ratio shall be readjusted to such Conversion Ratio that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Ratio shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such Common Shares, the Company shall take into account the Fair Market Value of any consideration (if other than cash) received for such rights, options or warrants and the Fair Market Value of any consideration (if other than cash) paid or payable upon the exercise of such rights, options or warrants.

where,

CR₀ = the Conversion Ratio in effect immediately prior to the opening of business on the Ex-Dividend Date for such dividend;

CR₁ = the Conversion Ratio in effect immediately after the opening of business on the Ex-Dividend Date for such dividend;

SP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date; and

C = the amount in cash per Common Share and Exchangeable Share the Company distributes to all or substantially all holders of the Common Shares and Exchangeable Shares (which cash dividend, if payable in Canadian dollars, shall be converted into the USD Equivalent Amount of such dividend as of the Business Day immediately preceding such Ex Dividend Date).

Any adjustment to the Conversion Ratio made pursuant to this Section 7(f)(iii) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend.

If any dividend of the type described in this Section 7(f)(iii) is declared but not so paid or made, the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each holder of Series D Convertible Preferred Shares shall receive at the same time and upon the same terms as holders of Common Shares and Exchangeable Shares, the amount of cash as a dividend on the Series D Convertible Preferred Shares that such holder would have received if such holder owned a number of Common Shares at the Conversion Ratio in effect immediately prior to the opening of business on the Ex- Dividend Date for such cash dividend or distribution.

where,

SP₀ = the aggregate Current Market Price of the Common Shares issuable upon conversion of one Series D Convertible Preferred Share are convertible; and

FMV = the Fair Market Value of the portion of the distribution applicable to one Series D Convertible Preferred Share on such date.

In a “spin-off,” where the Company makes a distribution to all holders of Common Shares and Exchangeable Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary of the Company or other business unit, the Conversion Ratio will be adjusted on the fifteenth Business Day after the effective date of the distribution by multiplying the then-applicable Conversion Ratio in effect immediately prior to such fifteenth Business Day by the following fraction:

where,

MP₀ = the Current Market Price of the Common Shares on the Business Day immediately preceding such Ex-Dividend Date for the “spin-off” aggregated for all Common Shares issuable upon conversion of one Series D Convertible Preferred Share; and

MP_S = the Fair Market Value of the portion of the distribution applicable to one Series D Convertible Preferred Share on such date.

In the event that such distribution described in this Section 7(:f)(v) is not so paid or made, the Conversion Ratio shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such distribution, to the Conversion Ratio that would then be in effect if such distribution had not been announced.

where,

AC = the aggregate value of all cash and other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such Issuer Bid;

OS₀ = the number of Common Shares and Exchangeable Shares outstanding immediately prior to the open of business on the Trading Day next succeeding the date such Issuer Bid expires;

OS₁ = the number of Common Shares and Exchangeable Shares outstanding immediately after the open of business on the Trading Day next succeeding the date such Issuer Bid expires (after giving to the purchase of all shares accepted for purchase in such Issuer Bid); and

SP₁ = the aggregate Current Market Price of the Common Shares on the day that is ten consecutive Trading Days after the Trading Day next succeeding the date such Issuer Bid expires.

If the Company or one of its subsidiaries is obligated to purchase Common Shares or Exchangeable Shares pursuant to any such Issuer Bid, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Ratio shall again be adjusted to be the Conversion Ratio that would then be in effect if such Issuer Bid had not been made.

In the case of the issuance of Additional Common Shares for cash, the consideration shall be deemed to be the amount of cash paid (with any Canadian dollar consideration being converted into the USD Equivalent Amount, if necessary) therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of Additional Common Shares for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the Fair Market Value thereof. In the case of the issuance of Convertible Securities, the aggregate maximum number of Common Shares deliverable upon exercise, conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration (determined in the manner provided in this paragraph) if any, received by the Company upon the issuance of such Convertible Securities plus the minimum additional consideration payable pursuant to the terms of such Convertible Securities for the Common Shares covered thereby, but no further adjustment shall be made for the actual issuance of Common Shares upon the exercise, conversion or exchange of any such Convertible Securities. Upon the expiration or forfeiture of any Additional Common Shares consisting of options, warrants or other rights to acquire Common Shares or Convertible Securities, the termination of any such rights to convert or exchange or the expiration or forfeiture of any options or rights related to such convertible or exchangeable securities, the Conversion Ratio, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Common Shares (and Convertible Securities that remain in effect) actually issued upon the exercise of such options, warrants or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

The Company shall not enter into any agreement for a transaction constituting a Capital Reorganization unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series D Convertible Preferred Shares into the Reference Property in a manner that is consistent with and gives effect to this Section 7, and (ii) to the extent that the Company is not the surviving entity in such Capital Reorganization or will be dissolved in connection with such Capital Reorganization, proper provision shall be made in the agreements governing such Capital Reorganization for the conversion of the Series D Convertible Preferred Shares into Reference Property and, in the case of a Capital Reorganization constituting any sale, lease or other transfer to a third party of the consolidated assets of the Company and its subsidiaries substantially as an entirety, an exchange of Series D Convertible Preferred Shares for the shares of the person to whom the Company’s assets are conveyed or transferred, having voting powers, preferences, and relative, participating, optional or other special rights as nearly equal as possible to those provided in these Articles of Amendment.

then the Company shall file with its corporate records and mail to the holders of the Series D Convertible Preferred Shares at their last addresses as shown on the records of the Company, at least ten (10) days prior to the record date specified in

For purposes of these Articles of Amendment, the following terms shall have the following meanings:

except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

For purposes of these Articles of Amendment, the following provisions shall apply:

[Rest of page intentionally left blank.]

La modification a été dûrnent autorisée conformément aux articles 168 et 170 (selon le cas) de la Loi sur les societies par actions.

Les actionnaires ou les administrateurs (selon le cas) de la société ont approuvé to résolution autorisant la modification le

2020, 05, 07

(Year, Month, Day)

(année, mois, jour)

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire

TerrAscend Corp.

(Print name of corporation from Article 1 on page 1)

(Veuillez écrir le nom de la société de l’article un à la page une).

By/

Par: