RESOLUTIONS OF THE [SOLE DIRECTOR/BOARD OF DIRECTORS]

OF
[NAME OF CORPORATION]
(the “Corporation”)

The undersigned, being [the sole director/all of the directors] of the Corporation, acting by written resolution in lieu
of a meeting pursuant to the provisions of the [Canada Business Corporations Act/Business Corporations Act
([Ontario/OTHER PROVINCE/TERRITORY])] (the “Act”), hereby adopt[s] the following resolutions:

RESOLVED THAT:

Articles of Incorporation

1. The [sole director/directors] acknowledge[s] that the Corporation has been incorporated by a certificate and
articles of incorporation (“Articles”) issued under the [Canada Business Corporations Act/Business
Corporations Act [Ontario/[OTHER PROVINCE/TERRITORY]])] (the “Act”) bearing the date [DATE] and
hereby direct[s] that a copy of the Articles be inserted into the Corporation’s minute book;

By-law Number 1

2. A by-law relating to the Corporation’s business and affairs is hereby ratified, adopted and approved as [By-law
Number 1] (the “By-law”), and any two officers of the Corporation are directed to sign the By-law and insert a
copy of it into the minute book;

[Corporate Seal

3. That the form of corporate seal imprinted below is hereby adopted as the form of corporate seal of the
Corporation;]

Form of Share Certificates

4. That the form of share certificate, a specimen of which is attached hereto as Schedule A, is hereby approved and
adopted as the form of certificate to evidence shares of [CLASS OF SHARES] of the Corporation;

5. That any director or officer of the Corporation may sign all share certificates on behalf of the Corporation;

Share Subscriptions

6. That the entering into by the Corporation of, and performance by the Corporation of its oblgiations under,
[a/separate] [subscription / founder share purchase agreement(s)/ founder restricted share purchase
agreement(s)] between the Corporation and [each of] [NAME OF SUBSCRIBER] ([collectively,] the
“[Subscription(s)”]/ [“Share Purchase Agreement(s)]”) substantially in the form(s) presented to the
[sole/board of] director(s), upon the terms and conditions set forth in [the/each respective]
[Subscription(s)/Share Purchase Agreement(s)] is/are hereby accepted and approved;

7. [If single common share issuance - [That the directors hereby fix the sum of [AGGREGATE AMOUNT] as
the aggregate consideration for the Shares, or [AMOUNT] as the consideration per Share, respecting the
issuance of the Shares to the Subscriber, and hereby add such consideration to the stated capital account in
respect of the Shares;]
8. [If multiple - [Pursuant to and in accordance with the [Subscription(s)/Share Purchase Agreement(s)], the
Corporation having received the aggregate consideration in respect of the issuance of the undernoted shares of
the Corporation, which amount is determined to be the aggregate consideration for which such shares shall be
issued, the issuance to the undernoted parties of the number of shares set out below as fully paid and non-
assessable shares of the Corporation, is approved.]

Shareholder Number and Class of Shares Aggregrate

Consideration
Received
[x] # and Class of Shares $[X]

9. That the directors of the Corporation, having received the aggregate consideration for the Shares, hereby allot
and issue the Shares to the Subscriber as fully paid and non-assessable [, and authorize certificates representing
the Shares be issued to the Subscriber or to whom the Subscriber may otherwise direct];

10. The undernoted share certificate[s] be issued and any director or officer of the Corporation is authorized to
execute and deliver said share certificates and update the Corporation’s securities register:

Shareholder Number and Class of Shares Share Certificate

Number
[x] # and Class of Shares $[X]

Officers

11. That [each of] the following individual[s] [is/are] hereby elected to serve in the office[s] of the Corporation set
opposite their [respective] name[s] [each] to hold such office[s] until their respective successor is duly elected,
or until their earlier resignation or removal:

[OFFICER NAME: OFFICE]

[OFFICER NAME: OFFICE]

[OFFICER NAME: OFFICE]

Indemnification Agreements

12. The entering into by the Corporation of, and the performance by the Corporation of its obligations under the
indemnification agreement between the Corporation and [each of XX] ([collectively), the “Indemnification
Agreement[s]”), substantially in the form presented to the [sole director/board of directors], upon the terms and
conditions set forth in [the/each respective] Indemnification Agreement, are accepted and approved.

Shareholder(s) Agreement

13. The entering into by the Corporation of, and the performance of its obligations under, the [unanimous
shareholder(s) agreement/ shareholder(s) agreement/unanimous shareholder declaration] between the
Corporation and [each of] (the “Shareholder(s) Agreement”), substantially in the form presented to the [sole
director/directors], upon the terms and conditions set forth in the Shareholder(s) Agreement, are accepted and
approved.
Registered Office

14. That the location of the registered office of the Corporation is hereby fixed at [ADDRESS];

Books and Records

15. The Corporation maintains [at its registered office/at the offices of its solicitors [NAME AND ADDRESS OF
SOLICITORS], the records and registers required under the Act;

[Banking

16. That a bank account be opened with [NAME OF BANK AND ADDRESS OF BANK] and that the resolution
respecting banking with such bank attached hereto as Schedule B is approved and adopted;

17. That the officers of the Corporation are hereby authorized to execute, deliver and file all certificates and
documents and to do all other acts and things necessary or advisable, or convenient and proper in respect of the
Corporation’s bank account in accordance with the above resolution]

Financial Year

18. That the financial year of the Corporation shall end on the last day of [MONTH] of each year;

[Extra-Provincial Registrations and Licences

19. That any officer or director of the Corporation may execute any documents required to apply for extra-
provincial or extra-territorial registrations and licences in the provinces or territories where the Corporation will
carry on business and to appoint and substitute all necessary agents or attorneys for service of process, to
designate and change the location of all necessary statutory offices and, if applicable, under the corporate seal,
to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required
by the laws of the province or territory to authorize the Corporation to transact business therein;]

General

20. Any director or officer of the Corporation (the “Authorized Signatory”) is authorized and directed, for and on
behalf of the Corporation, to negotiate, finalize, execute and deliver the [Share Purchase Agreement(s),
Subscription Agreement(s), the Indemnification Agreement(s) and the Shareholder(s) Agreement], (collectively,
the “Agreements”) with or without the corporate seal affixed, and with such additions, deletions or other
changes to the Agreements as may be approved by such Authorized Signatory, such approval to be conclusively
evidenced by such Authorized Signatory’s execution and deliver of the agreements.

21. That the Authorized Signatory is hereby authorized to take all such further action as the Authorized Signatory
may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and
fully to effectuate the purposes and intents thereof, and that all actions taken by the Authorized Signatory to
date in connection with the foregoing resolutions, or otherwise, are hereby in all respects confirmed, ratified and
approved.

22. That an executed copy of this written resolution shall be filed with the minutes of the proceedings of the board
of directors.
23. Counterparts - [These resolutions may be executed in counterparts and delivered by any electronic means,
including portable document format (PDF) or DocuSign, each of which when so executed and delivered shall be
an original, but all such counterparts together shall constitute one and the same instrument and, notwithstanding
the date of execution of any such counterpart, shall be deemed passed on the date hereof.

24. Single Signatory – [These resolutions may be executed by any electronic means, including portable document
format (PDF) or DocuSign, which when so executed and delivered shall be an original and, notwithstanding the
date of execution ,shall be deemed passed on the date herof.

DATED the [DAY] of [MONTH], [YEAR]

[Signature Page Follows]

 THE UNDERSIGNED, being [the sole director/all the directors] of the Corporation pass these resolutions
pursuant to the provisions of the Act. These resolutions are passed as evidenced by the sigantures of the director(s)
of the Corporation pursuant to the Act.
SCHEDULE A