Certificate of Incorporation Certificat de constitution

Canada Business Corporations Act Loi canadienne sur les sociétés par actions

AMIRAN CARPET INC.

Corporate name / Dénomination sociale

1054930-4
Corporation number / Numéro de société

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

Virginie Ethier
Director / Directeur
2017-12-20
Date of Incorporation (YYYY-MM-DD)
Date de constitution (AAAA-MM-JJ)
 Form 1 Formulaire 1
Articles of Incorporation Statuts constitutifs
Canada Business Corporations Loi canadienne sur les sociétés
Act (s. 6) par actions (art. 6)

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

SOHEIL PANAHIDEH SOHEIL PANAHIDEH

SOHEIL PANAHIDEH

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250(1) of the CBCA).

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

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

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

IC 3419 (2008/04)
 Schedule / Annexe
Description of Classes of Shares / Description des catégories d'action

The Corporation is authorized to issue an unlimited number of Class A common and Class B common AND an
unlimited number of Class C Preferred Shares.

Class "A" Common Shares: the holders of which are entitled to:
(a) vote at all meetings of shareholders on the basis of one (1) vote for each Class A Common share
held, except meetings at which only holders of a specified class of shares are entitled to vote;

(b) carry the distinction and right to receive dividends exclusive of the holders of other classes of shares
in the Corporation;

Class "B" Common Shares: the holders of which are entitled to:
(a) vote at all meetings of shareholders on the basis of one (1) vote for each Class B Common share
held, except meetings at which only holders of a specified class of shares are entitled to vote;

(b) carry the distinction and right to receive dividends exclusive of the holders of other classes of shares
in the Corporation;

Subject to the rights of the holders of Class C preferred and Class D preferred, in the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Class A
common and Class B common shares shall be entitled to receive the remaining property of the Corporation.
The holders of Class A common shares shall be entitled to receive the amount paid up for their Class A
common shares in priority to the holders of Class B common. The holders of Class A common and Class B
common shares are entitled to receive the remaining property of the Corporation pro rata.

The Directors, subject to the priority of Class C preferred and Class D preferred shall, from time to time, be
entitled to declare dividends in favour of any class(s) of common share(s) independently of the other(s) and in
priority to the other(s) in their sole discretion.

Class "C" Preferred Shares: the holders of which are entitled to:
(a) in each year or as otherwise determined by the Board of Directors, in their discretion, but always
subject to the provisions of any Shareholders' Agreement, be entitled to receive and the Corporation shall pay
thereon dividends, as and when declared by the Directors, of monies of the Corporation properly applicable to
the payment of dividends in such amounts as may from time to time be declared by the Directors;

(b) upon liquidation or winding up of the Corporation repayment of the Redemption Price, as set out in
subparagraph (h) below (plus any declared and unpaid dividends) in priority to Class A common and Class B
common shares but they shall not confer a right to any further participation in profits or assets;

(c) the holders of the Class D preferred shares shall not be entitled to vote at all meetings of
shareholders except as otherwise specifically provided in the Canada Business Corporations Act;
(d) the said Class C Preferred shares or any part thereof shall be retractable at the option of the
Corporation without the consent of the holders thereof at a price equal to the lesser of (1) the Redemption
Price, as set out in subparagraph (h) below, plus any declared and unpaid dividends or (2) the Corporation's
net realizable value upon the Corporation giving not less than thirty (30) days notice in writing of such
retraction by mailing such notice to the registered holders of the Class C Preferred shares to be retracted,
specifying the date and place or places of retraction; if notice of any such retraction be given by the
Corporation in the manner aforesaid and an amount sufficient to retract the shares be deposited with any trust
company or chartered bank in Canada, as specified in the notice, on or before the date fixed for retraction,
dividends on the Class C Preferred shares to be retracted shall cease after the date so fixed for retraction, and
the holders thereof shall thereafter have no rights against the Corporation in respect of such Class C Preferred
shares, except upon the surrender of certificates for such Class C Preferred shares, to receive payment
therefor out of the monies so deposited;

(e) subject to the Act the holders of Class C Preferred shares shall be entitled to require the Corporation
to redeem any or all of the said Class C Preferred shares registered in the name of the holder on the books of
the Corporation at a price equal to the lesser of (1) the Redemption Price, as set out in subparagraph (h)
below, plus any declared and unpaid dividends or (2) the Corporation's net realizable value upon the following
terms and conditions:

(i) Notice - A holder of Class C Preferred shares to be redeemed shall tender to the Corporation at its
registered office a request in writing specifying that the holder desires to have the whole or any part of the
Class C Preferred shares registered in his name redeemed by the Corporation and the business day, which
shall be not less than 30 days after the day on which the request in writing is given to the Corporation, on
which the holder desires to have the Corporation redeem the Class C Preferred shares ("the redemption
date"), together with the share certificates, if any, representing the Class C Preferred shares which the
registered holder desires to have the Corporation redeem;

(ii) Redemption Procedure - On receipt of a request and share certificates, the Corporation shall, on the
redemption date, redeem the Class C Preferred shares by paying to the registered holder an amount equal to
the Redemption Price. This payment shall be made by cheque payable at any branch in Canada of one of the
Corporation's bankers for the time being. If a part only of the Class C Preferred shares represented by any
certificate is redeemed, a new certificate for the balance shall be issued by the Corporation;

(iii) Cessation of Rights - The Class C Preferred shares shall be redeemed on the redemption date and
from that date the Class C Preferred shares shall cease to be entitled to dividends and their holders shall not
be entitled to exercise any of the rights of shareholders in respect of the Class C Preferred shares, unless
payment of the Redemption Price is not made on the redemption date, in which case the rights of the holders
of the Class C Preferred shares shall remain unaffected;

(f) no dividends shall be paid to Class A Common and Class B Common shareholders until all declared
and unpaid dividends have been paid to Class C shareholders;

(g) no dividends shall be paid to any other class of shares, if the payment of such dividend would
prevent the Corporation from redeeming the Class C Preferred shares;
(h) (i) Subject to paragraph (h)(ii) below, the Redemption Price payable by the Corporation in
respect of each Class C Preferred share upon the liquidation, dissolution or winding-up of the Corporation, or
for each Class C Preferred share redeemed by the holder(s) thereof or retracted by the Corporation shall be an
amount equal to the fair market value (as determined by a resolution of the board of directors of the
Corporation) of the assets transferred to the Corporation in exchange for the Class C Preferred shares divided
by the total number of Class C Preferred shares issued as consideration for the assets transferred (the
"Consideration");

(ii) Provided that if at any time the Canada Revenue Agency, any other taxing authority, or any
shareholder of the Corporation shall assert by assessment, reassessment or otherwise that the fair market
value of the Consideration at the date of issuance of the Class C Preferred Shares was other than as
determined by the board of directors of the Corporation, then with respect to all redemptions or retractions or
payments as aforesaid, the Redemption Price shall be increased or decreased to an amount equal to:

1) Such amount as may be agreed by the taxing authority, the Corporation and the holders of all the
Class C Preferred shares affected, to have been the fair market value of the Consideration on the date of issue
of the Class C Preferred Shares; or

2) In the absence of such agreement, such amount as may be determined by a court having jurisdiction
in the matter, if any, (after all appeal rights have been exhausted or all time for appeal has expired without
appeal having been taken) to be the fair market value of the Consideration on the date of issuance of the Class
C Preferred shares.

3) In the event that an adjustment to the fair market value of the Consideration is made pursuant to
paragraph (h)(ii) hereof, the Redemption Price shall be adjusted to an amount equal to the fair market value of
the Consideration as so determined, and all necessary transfers, cancellations, issuances or payments shall
be made to effect such adjustment.

4) Notwithstanding the redemption or retraction of the Class C Preferred shares, the rights and
obligations of the Shareholders tendering for redemption and of the Corporation shall continue, with respect
only to the adjustment of the Redemption Price and for no other purpose whatsoever.
 Schedule / Annexe
Restrictions on Share Transfers / Restrictions sur le transfert des actions

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to
transfer any share or shares of the Corporation without the approval of:
1. the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the
directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the
Corporation; OR
2. the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the
shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that
resolution.