Canada

SCHEDULE I

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO THE COMMON SHARES

1.1 The holders of the Common Shares shall be entitled to receive notice of and to attend and vote at all meetings of the Shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote. Each Common Share shall entitle the holder thereof to one vote at all such meetings.

1.2 Subject to the rights of the holders of the Class A Shares, the holders of the Common Shares shall be entitled to receive, out of monies of the Corporation properly applicable to the payment of dividends, dividends from time to time as and when declared by the directors.

1.3 Subject to the rights of the holders of the Class A Shares and the Class B Shares, in the event of a Liquidation (as hereinafter defined), the holders of the Common Shares, after payment of or other proper provisions for all of the liabilities of the Corporation and the payment of the amounts payable to the holders of the Class A Shares and the Class B Shares, will be entitled to share rateably in all remaining assets of the Corporation.

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO THE CLASS A SHARES

The Class A Shares shall have the following rights, privileges, restrictions and conditions:

ARTICLE 1

INTERPRETATION

“Board of Directors” means the board of directors of the Corporation;

“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the city of Vancouver, British Columbia, for the transaction of banking business;

“Catch-Up Dividend” means the dividend declared by the Board of Directors pursuant to the Governance Agreement and the provisions hereof immediately prior to the redemption or exchange of any Class A Share ;

“CBCA” means Canada Business Corporations Act, as amended from time to time;

“Class A Shares” mean the non-voting Class A Shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein;

“Class B Shares” means the non-voting Class B Shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein;

“Common Shares” means the Common Shares in the capital of the Corporation, having the rights, privileges, restrictions and conditions set forth herein;

“Corporation” means Hot House Growers Inc., a corporation existing under the laws of Canada;

“Declaration of Trust” means the declaration of trust dated November 10, 2003 by which the Fund is governed, as amended, restated and supplemented from time to time;

“Exchange Agreement” means the agreement made between the Fund, the Corporation and Canagro Century Holdings Inc. providing for, inter olio, the right of a holder of Class A Shares and Common Shares to exchange, directly or indirectly, such Class A Shares and Common Shares for Units of the Fund with such changes thereto as the parties thereto, acting reasonably, may agree;

“Fund” means Hot House Growers Income Fund, a trust governed by the Declaration of Trust;

“Governance Agreement” means the agreement made between the Fund, Canagro Century Holdings Inc. and the Corporation providing for, inter alia, certain matters related to the conduct of the affairs of the Corporation with such changes thereto as the parties thereto, acting reasonably, may agree;

“holder” means, when used with reference to the Class A Shares, a holder of a Class A Share shown from time to time in the register maintained by or on behalf of the Corporation in respect of the Class  A Shares;

“Liquidation” has the meaning ascribed thereto in Section 2.1 of these share provisions;

“Liquidation Amount” has the meaning ascribed thereto in Section 5.1 of these share provisions;

“Liquidation Call Right” has the meaning ascribed thereto in the Governance Agreement;

“Liquidation Date” has the meaning ascribed thereto in Section 5.1 of these share provisions;

“Note Indenture” means the note indenture providing for the issuance of the Notes by the Corporation and made between the Corporation and the Note Trustee;

“Note Trustee” means Computershare Trust Company of Canada, or any successor thereof;

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“Notes” means the 12.75% unsecured, subordinated notes of the Corporation to be issued by the Corporation pursuant to the Note Indenture;

“Offering” means the offering of Units pursuant to the prospectus (final) of the Fund dated December 15, 2003;

“Person” means any individual, partnership, firm, trust, body corporate, government, governmental body, agency or instrumentality, unincorporated body of persons or association;

“Redemption Amount” has the meaning ascribed thereto in Section 6,4;

“Redemption Date” means the date, if any, established by the Board of Directors from time to time for the redemption by the Corporation of the whole or any part of the outstanding Class A Shares pursuant to Article 6 of these share provisions;

“Redemption Notice” has the meaning ascribed thereto in Section 6.3 of these share provisions;

“Redemption Price” means $10 with respect to each Class A Share;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and policies made thereunder, as now in effect;

“Subscription” means the subscription by the holder of a Class A Share in the form of Schedule A hereto by which the holder of the Class A Shares refen•ed to therein agrees to subscribe for, and take up and pay for, Notes in the principal amount of $10 for each Class  A Share to be redeemed; and

“Transfer Agent” means Computershare Investor Services Inc., or such other Person as may from time to time be appointed by the Corporation as the registrar and transfer agent for the Common Shares, the Class A Shares and the Class B Shares.

ARTICLE 2

RANKING OF CLASS A SHARES

2.1 The Class A Shares shall be entitled to a preference over the Common Shares and any other shares ranking junior to the Class A Shares with respect to the payment of dividends and to a preference over the Common Shares and any shares of the Corporation ranking junior to the Class A Shares, but the Class A Shares shall be junior to the Class B Shares, with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation, among its shareholders for the purpose of winding-up its affairs (a “ Liquidation ”).

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ARTICLE 3

DIVIDENDS

3.1 The holders of the Class A Shares, in priority to the holders of the Common Shares, shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors out of moneys of the Corporation properly applicable to the payment of dividends, fixed preferential cumulative cash dividends at the rate of $1.275 per share per annum. If dividends on the Class A Shares are not declared by the Board of Directors within 12 months from the last day of the fiscal quarter in which such dividends accrued, the entitlement of the holder of such shares to such dividends shall cease. Dividends on the Class A Shares will be declared by the Board of Directors in the order in which such dividends accrued. Such dividends shall accrue from day to day from and including the date of issue of any such shares. Subject to Section 3.1 of the Governance Agreement, dividends on the Class A Shares if declared, will be payable on or before the last day of each calendar month immediately following the month for which the dividend accrues or, if such day is not a Business Day, the next following Business Day (other than a dividend that accrues in December in which case “next following” will be read as “immediately preceding”).

3.2 Cheques of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends contemplated by Section 3.1 and the sending of such a cheque to each holder of a Class A Share shall satisfy the cash dividend represented thereby unless the cheque is not paid on presentation. No holder of a Class A Share shall be entitled to recover by action or other legal process against the Corporation any dividend that is represented by a cheque that has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of six years from the date on which such dividend was first payable. The Corporation may pay the Catch-Up Dividend at the time of declaration thereof by the issuance and delivery of a promissory note of the Corporation in a principal amount equal to the amount of the Catch-Up Dividend as determined pursuant to the procedures set forth in the Governance Agreement and the issuance and delivery of such a note to the holders of Class A Shares shall satisfy the obligation to pay the Catch-Up Dividend.

3.3 The record date for the determination of the holders of Class A Shares entitled to receive payment of, and the payment date for, any dividend payable on the Class A Shares pursuant to Section 3.1 shall be the 15111 day of the calendar month immediately following the month for which the dividend accrues or such other date as may be determined by the Board of Directors.

3.4 Except as provided in this Article 3, the holders of Class A Shares shall not be entitled to receive dividends in respect thereof.

ARTICLE 4

CERTAIN RESTRICTIONS

4.1 So long as any of the Class A Shares are outstanding, without first obtaining any approval that may then be prescribed by applicable law and the approval of the registered holders of the outstanding Class A Shares pursuant to Section 9.2, the Corporation shall not at any time:

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unless all dividends then accrued upon the Class A Shares shall have been declared and paid or set apart for payment in respect of the Class A Shares.

ARTICLE 5

DISTRIBUTION ON LIQUIDATION

5.1 In the event of a Liquidation, a holder of Class A Shares shall be entitled, subject to applicable law and to the exercise by the Fund of the Liquidation Call Right, to receive from the assets of the Corporation in respect of each Class  A Share held by such holder on the effective date (the “ Liquidation Date ”) of such liquidation, dissolution, winding-up or distribution of assets, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Class A Shares and after distribution of the assets of the Corporation among the holders of the Class B Shares with respect to the payment of amounts upon a Liquidation, an amount per share equal to $10 per share plus all declared and unpaid dividends thereon (the total herein called the “ Liquidation Amount ”),

5.2 On or promptly after the Liquidation Date, and subject to the exercise by the Fund of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Class A Shares the Liquidation Amount for each such Class A Share upon presentation and surrender of the certificates representing such Class A Shares, together with such other documents and instruments as may be required to effect a transfer of Class A Shares under the CBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Class A Shares. Payment of the total Liquidation Amount for such Class A Shares shall be made by delivery to each holder, at the address of the holder recorded in the register of the Corporation for the Class A Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Class A Shares. On and after the Liquidation Date, the holders of the Class A Shares shall cease to be holders of such Class A Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights

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under the Exchange Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Class A Shares shall not be made upon presentation and sun-ender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount to which such holders are entitled shall have been paid to such holders in the manner hercinbcforc provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the Liquidation Amount in respect of the (lass A Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of Class A Shares, after such deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount for such Class A Shares so deposited, against presentation and sun-ender of the said certificates held by them, respectively, in accordance with the foregoing provisions.

5.3 After the Corporation has satisfied its obligations to pay the holders of the Class A Shares the Liquidation Amount per Class A Share, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

ARTICLE 6

REDEMPTION OF CLASS A SHARES BY THE CORPORATION

6.1 Subject to applicable law and the restrictions contemplated in the Governance Agreement, the Corporation may redeem at any time the whole or from time to time any part of the then outstanding Class A Shares for, and require the holder of any Class A Shares to be redeemed to subscribe for Notes with a principal amount equal to, the Redemption Nee. Immediately prior to a redemption of Class A Shares, the holders of the Class A Shares to be redeemed must subscribe for, take up and pay for in cash, a Note in the principal amount of $10 for each Class A Share to be redeemed.

6.2 Subject to Section 4.1(c), if less than all of the then outstanding Class A Shares are to be redeemed at any time under this Article 6, the shares to be redeemed shall be selected by lot or in such other manner as the Board of Directors in its discretion may deem equitable or, if the Board of Directors so determines by resolution, on a pro rata basis, disregarding fractions, according to the number of Class A Shares held by each of the holders of Class A Shares. If only a part of the Class A Shares represented by any certificate arc to be redeemed under this Article 6, a new certificate representing the balance of such shares shall be issued to the holder thereof at the expense of the Corporation upon presentation and surrender of the first mentioned certificate.

6.3 In any case of a redemption of Class A Shares under this Article 6, the Corporation shall, at least 40 days before the Redemption Date send or cause to be sent to each holder of Class A Shares to be redeemed a notice (the “Redemption Notice”) in writing of the redemption by the Corporation of the Class A Shares to be redeemed and held by such holder. The Redemption Notice shall set out the number of Class A Shares which are to be redeemed held by the holder to whom it is addressed, the Redemption Price, the Redemption Date, and the office or offices of the Corporation and any other place or places within Canada at which the holders of the Class A Shares to be redeemed may present and surrender certificates representing such shares for redemption together with a Subscription to be executed and delivered by the holder of such Class A Shares.

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6.4 On or after the Redemption Date, and after a holder of the Class A Shares to be redeemed has paid the subscription price for the Notes to be taken up and subscribed for by such holder, the Corporation shall pay the Redemption Price and any declared and unpaid dividends on each Class A Share to be redeemed (in aggregate, the “Redemption Amount”) to such holders for each Class A Share redeemed, upon presentation and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in the Redemption Notice of the certificates representing such Class A Shares, together with such other documents and instniments as may be required to effect a transfer of Class A Shares under the CBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require.

6.5 Payment of the total Redemption Amount for such Class A Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in the Redemption Notice, of a cheque of the Corporation for the total Redemption Amount of the Class A Shares of such holder to be redeemed, and such delivery shall satisfy arid discharge all liability of the Corporation for the Redemption Amount, unless such cheque is not paid on due presentation. Subject as hereinafter provided, from and after the Redemption Date specified for redemption in any such Redemption Notice, the Class A Shares called for redemption shall cease to be entitled to dividends or any other participation in the assets of the Corporation and the holders thereof shall not be entitled to exercise any of their other rights as shareholders in respect thereof unless payment of the Redemption Amount shall not be made upon presentation and surrender of the certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Amount has been paid in the manner hereinbe fore provided.

6.6 The Corporation shall have the right at any time after the sending of a Redemption Notice to deposit or cause to be deposited with any chartered bank or trust company in Canada the amount of the declared and unpaid dividends and Notes with an aggregate principal amount equal to the Redemption Price in respect of the Class A Shares so called for redemption, or with respect to such Class A Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption. Upon such deposit being made or upon the Redemption Date, whichever is u ater, the Class A Shares in respect of which such deposit shall have been made shall be deemed to have been redeemed and the rights of the holders thereof after such deposit or such Redemption Date, as the case may he, shall he limited to receiving their proportion of the amount so deposited without interest, and the Notes, upon presentation and surrender of the certificate or certificates representing the Class A Shares being redeemed and payment of the subscription price for the Notes to be taken up and subscribed for by such holder, or provision for the payment of the amount to be paid in order to take up such shares subject only to the Corporation paying the Redemption Amount for the Class A Shares being redeemed in accordance with the foregoing provisions. Any interest allowed on any such deposit shall belong to the Corporation.

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ARTICLE 7

VOTING RIGHTS

7.1 Except as required by applicable law (including under the CBCA) and by Article 8, the holders of the Class A Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 8

AMENDMENT AND APPROVAL

8.1 The rights, privileges, restrictions and conditions attaching to the Class A Shares may be added to, changed or removed but only with the approval of the holders of the Class A Shares given as hereinafter specified

8.2 Any approval given by the holders of the Class A Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class A Shares or any other matter requiring the approval or consent of the holders of the Class A Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by (1) a resolution in writing signed by all the holders of Class A Shares entitled to vote on that resolution at a meeting of holders of Class A Shares, or (ii) a resolution passed by not less than 662/3% of the votes cast on such resolution by holders represented in person or by proxy at a meeting of holders of Class A Shares duly called and held at which the holders of at least 25% of the outstanding Class A Shares at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Class A Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chair of such meeting. At such adjourned meeting, the holders of Class A Shares present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than 662/3% of the votes cast on such resolution by holders represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of the Class A Shares. For purposes of this section, any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast.

ARTICLE 9

LIQUIDATION CALL RIGHT

9.1 Each holder of a Class A Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to acknowledge the Liquidation Call Right in favour of the Fund, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, or the redemption of Class A Shares and to be bound thereby in favour of the Fund as therein provided.

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ARTICLE 10

GENERAL

10.1 Any notice, request or other communication to be given to the Corporation by a holder of Class A Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by telecopy or by delivery to the registered office of the Corporation and addressed to the attention of the Secretary of the Corporation. Any such notice, request or other communication, if given by mail, telecopy or delivery, shall only be deemed to have been given and received upon actual receipt thereof by the Corporation.

10.2 Any notice, request or other communication to be given to a holder of Class A Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by delivery to the address of the holder recorded in the register of the Corporation or, in the event of the address of any such holder not being so recorded, then at the last address of such holder known to the Corporation. Any such notice, request or other communication, if given by mail, shall be deemed to have been given and received on the third Business Day following the date of mailing and, if given by delivery, shall be deemed to have been given and received on the date of delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Class A Shares shall not invalidate or otherwise alter or affect any action or proceeding intended to be taken by the Corporation pursuant thereto.

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SCHEDULE A - SUBSCRIPTION

To         HOT HOUSE GROWERS INC. (the “Corporation”)

This notice is given pursuant to the rights, privileges, restrictions and conditions (the “Share Provisions”) attaching to the Class A Shares of the Corporation represented by the certificates accompanying this Subscription and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions.

This Subscription is being delivered as a condition to the redemption of the Class A Shares referred to in a Redemption Notice.

The undersigned hereby subscribes for and agrees to take up and pay for Notes in the aggregate principal amount of $10 for each Class A Share that is to be redeemed by the Corporation as referred to in the Redemption Notice (the “Subscription”). The amount paid to the Corporation for the Notes is to be used by the Corporation to redeem the Class A Shares to be redeemed pursuant to the Redemption Notice.

The Notes will be issued and registered in the name of the shareholder as it appears on the register of the Corporation and the Notes will be delivered to such shareholder as indicated above, unless the form appearing immediately below is duly completed.

Name of Person in Whose Name Notes are to be Registered, Issued or

Delivered (please print):

Street Address or P.O. Box: Signature of Shareholder:

City, Province and Postal Code:

Signature Guaranteed by:

The signature must be guaranteed by a Canadian Chartered Bank or trust company, by a member firm of a recognized stock exchange in Canada or by a member of the Securities Transfer Agents Medallion Program.

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO THE CLASS B SHARES

The Class B Shares shall have the following rights, privileges, restrictions and conditions:

ARTICLE 1

VOTING

1.1 Except as required by applicable law (including under the CI3CA), the holders of the Class 13 Shares shall not he entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 2

ISSUE PRICE

2.1 Unless otherwise determined by the Board of Directors on the date of issuance of the Class B Shares, the Class B Shares shall be issued at a price of $1.00 per share.

ARTICLE 3

DIVIDENDS

3.1 The holders of the Class B Shares shall not be entitled to receive any dividends.

ARTICLE 4

LIQUIDATION, DISSOLUTION OR WINDING-UP

4.1 In the event of the liquidation, dissolution or winding-up of the Corporation whether voluntary or involuntary, the holders of the Class  B Shares shall be entitled to receive, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares and Class A shares, an amount equal to the redemption amount of the Class B Shares (as hereinafter defined) together with any declared but unpaid dividends thereon. After payment to the holders of the Class B Shares of any amounts so payable to them, the holders thereof shall not be entitled to share in any further distribution of assets of the Corporation.

ARTICLE 5

REDEMPTION

5.1 Subject to the provisions of the CBCA, the Corporation may at any time or times at the discretion of the directors redeem all or any of the Class B Shares by paying to the registered holder or holders thereof the amount of $1.00 per share (the “Class B Redemption Amount”).

5.2 If less than all of the outstanding Class  B Shares are to be redeemed at any time and such shares are held by more than one registered holder, the Class B Shares to be redeemed shall be selected in such manner as determined by the directors.

5.3 The Corporation shall give notice of any redemption to each holder of Class B Shares by delivering the same to such holder not less than 24 hours prior to the date fixed for redemption. Such notice shall specify the provisions hereof under which such redemption shall be effected, the date fixed for redemption, the place in the Province of British Columbia where redemption shall be effected, the Class B Redemption Amount and, in case of partial redemption, the number or portion of each holder’s Class B Shares to be redeemed. Notwithstanding the foregoing, the holders of Class 13 Shares may waive notice of any such redemption by instrument or instruments in writing.

5.4 On the date fixed for any redemption, the Corporation shall pay or cause to be paid the Class 13 Redemption Amount to or to the order of the holders of the Class B Shares to be redeemed upon presentation and surrender at the place of redemption of the respective certificates representing such shares. The holders of the Class B Shares so redeemed shall cease to exercise any of the rights of holders in respect thereof unless payment of the Class B Redemption Amount is not to be made in accordance with the foregoing provisions, in which ease the rights of such holder shall remain unimpaired.

5.5 The Corporation shall have the right at any time after delivering a notice of redemption to deposit the Class B Redemption Amount of the shares thereby called for redemption or such part thereof as at the time of deposit has not been claimed by the shareholders entitled thereto, in any branch of the Corporation’s bankers in Canada specified in such notice or in a subsequent notice to the holders of shares in respect of which the deposit is made, in a special account for the holders of such shares, and upon deposit being made or upon the date fixed for redemption, whichever is the later, the Class B Shares in respect of which such deposit shall have been made shall be deemed to be redeemed and the rights of each holder thereof shall be limited to receiving without interest, its proportionate part of the Class B Redemption Amount so deposited upon presentation and surrender of the certificate or certificates representing the Class B Shares so redeemed. Any interest on such deposit shall belong to the Corporation. Redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit in a special account as provided for above) for a period of two years from the date specified for redemption shall he forfeited to the Corporation.

5.6 If less than all of the Class B Shares represented by any certificate shall be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation.

5.7 Upon payment of the Class B Redemption Amount for the Class B Shares redeemed by the Corporation, the holders of the Class B Shares so redeemed shall cease to be entitled to dividends or to exercise any of the rights of holders in respect of the Class B Share so redeemed.

ARTICLE 6

RETRACTION

6.1 Each holder of Class B Shares may at any time, demand by notice in writing that the Corporation redeem all or any of the Class B Shares held by him by payment to him of the Class B Redemption Amount thereof, together with all dividends declared and unpaid thereon.

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6.2 All demands for redemption shall be made in writing and signed by the holder demanding redemption and shall be delivered or mailed to the registered office of the Corporation. Such demand for redemption shall be deemed to have been received on the date of delivery if delivered and on the third business day following the date of mailing if mailed.

6.3 If there is only one holder of Class B Shares the Corporation shall redeem the Class B Shares referred to in any demand for redemption forthwith upon receipt thereof If there is more than one holder of Class B Shares:

6.4 If the assets of the Corporation arc not sufficient to redeem all Class B Shares in respect of which demands for redemption have been made, redemption shall be made pro rata among the holders of Class B Shares in proportion to the number of Class B Shares specified in the notices given by the holders demanding redemption.

6.5 Upon payment of the Class B Redemption Amount for the Class B Shares redeemed by the Corporation, the holders of the Class B Shares so redeemed shall cease to he entitled to dividends or to exercise any of the rights of holders in respect of the Class B Shares so redeemed.

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Hot House Growers Inc.

Schedule II

and no separate class or series vote shall be required under Section 176 of the Act, as amended from time to time, in respect to the amendment except that the holders of any class of preferred shares shall be entitled to vote separately as a class or series on such amendment to the extent provided in the Act and in the Articles.

Article 3 of the articles of the corporation be amended by creating a new class of an unlimited number of Class C Shares and attaching thereto the rights, privileges, restrictions and conditions as set out in Schedule I attached hereto.

SCHEDULE I

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO THE CLASS C SHARES

The Class C Shares shall have the following rights, privileges, restrictions and conditions:

ARTICLE 1

VOTING

1.1 Except as required by applicable law (including under the Canada Business Corporations Act), the holders of the Class C Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 2

DIVIDENDS

2.1 The holders of the Class C Shares shall not be entitled to receive any dividends.

ARTICLE 3

LIQUIDATION, DISSOLUTION OR WINDING-UP

3.1 In the event of the liquidation, dissolution or winding-up of the Corporation whether voluntary or involuntary, the holders of the Class C Shares shall be entitled to receive pro rata with the holders of the Class B Shares, but before the payment of any amounts payable to the holders of the Class A Shares and before any distribution of any part of the assets of the Corporation among the holders of the Common Shares an amount equal to $0.001 per Class C Share. After payment to the holders of the Class C Shares of any amounts so payable to them, the holders thereof shall not be entitled to share in any further distribution of assets of the Corporation.

SCHEDULE B

The articles of Village Farms Canada Inc. are amended as follows, all in accordance with the plan of arrangement attached hereto:

to create a new class of shares, unlimited in number and issuable in series, to be designated as Preferred Shares and to have attached thereto the rights, privileges, restrictions and conditions set forth in the attached pages ID to IF.

to delete the rights, privileges, restrictions and conditions attached to the Common Shares and to replace them with those set forth in the attached page 1G.

to change the number of directors to a minimum of 3 and a maximum of 10.

1A

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO SPECIAL SHARES

The Corporation is authorized to issue an unlimited number of Special Shares, which shall have attached thereto the following rights, privileges, restrictions and conditions.

1. VOTING

1 ..1 The holders of the Special Shares shall be entitled to one vote for each Special Share held at all meetings of shareholders of the Corporation, other than meetings at which only the holders of another class of shares are entitled to vote separately as a class; provided that in no event shall the votes attached to the Special Shares exceed 45% of the votes otherwise attached to the Common Shares and the Special Shares then outstanding. Subject to applicable law, with respect to all meetings of• the shareholders of the Corporation and with respect to any written consents sought by the Corporation from the shareholders of the Corporation, all shareholders of the Corporation entitled to vote, shall vote together as a single class

1.2 The holders of the Special Shares shall not be entitled to vote separately as a class, and shall not be entitled to dissent, upon a proposal to amend the articles of the Corporation to:

1.2,1 Increase any maximum number of authorized shares of a class or series of a class having rights or privileges equal or superior to the Special Shares; or

1.22 Create a new class or series of a class of shares equal or superior to the Special Shares.

2. DIVIDENDS

2..1 The holders of the Special Shares shall not be entitled to receive any dividends.

3. REDEMPTION

3.1 The Corporation may, from time to time, upon giving notice as hereinafter provided, redeem the Special Shares where the holders of shares of participating preferred stock of VF U.S.. Holdings Inc.. (“Participating Preferred Shares”) have given notice that they wish to exchange some or all of their Participating Preferred Shares pursuant to the amended and restated securityholders’ agreement dated December 31, 2009 among the Corporation, VP Operations Canada Inc. and the VF Owners (as defined therein) (the “Securityholders’ Agreement”).. The number of Special Shares that the Corporation redeems at that time will be equal to the number of Common Shares issued upon the exchange of the applicable Participating Preferred Shares. The Special Shares will be redeemed at a price per share equal to $0..000001 (the “Redemption Amount”).

1B

3.2 Redemption Notice

In order to effect the redemption referred to in section 3..1, the Corporation shall send to the holder of the Special Shares to be redeemed a notice in writing of the intention of the Corporation to redeem the Special Shares (the “Redemption Notice”), which shall be sent together with the Exchange Consideration (as defined in the Securityholders’ Agreement) pursuant to the procedure set out in the Securityholders’ Agreement,. Accidental failure or omission to give the Redemption Notice to one or more holders shall not affect the validity of any redemption, but if such failure or omission is discovered, a Redemption Notice shall be given forthwith to such holder or holders and shall have the same force and effect as if given in due time., the Redemption Notice shall set out (i) the aggregate number of redeemed Special Shares, as applicable; (ii) the number of redeemed Special Shares, as applicable, held by the person to whom it is addressed; (iii) the Redemption Amount and the manner in which it was calculated; and (iv) the place or places in Canada at which holders of Special Shares may present and surrender the certificate or certificates representing the Special Shares for redemption..

3.3 Method of Redemption

The redemption and cancellation of the redeemed shares will be effective upon the delivery of the Redemption Notice in accordance with Section 3.2 (the “Effective Time”). On and after the Effective Time, the Corporation shall pay or cause to be paid to or to the order of the holders of the redeemed shares the Redemption Amount of such shares on presentation and surrender, at the registered office of the Corporation or any other place or places in Canada specified in the Redemption Notice, of the certificate or certificates representing the redeemed shares.. Payment in respect of the redeemed shares shall be made by cheque payable to the respective holders thereof’ in lawful money of Canada at any branch in Canada of the Corporation’s bankers.

From and after the Effective Time, the holders of the redeemed shares shall cease to be entitled to exercise any of their other rights as shareholders in respect thereof.

4. LIQUIDATION, DISSOLUTION OR WINDING-UP

4. 1 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Special Shares shall not be entitled to share in any distribution of the property ox’ assets of the Corporation.

1C

5. SUBDIVISION OR CONSOLIDATION

5..1 None of the Special Shares will be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the Common Shares are subdivided, consolidated, reclassified or otherwise changed in the same proportion or the same manner.

6. MODIFICATION

61 The provisions attached to the Special Shares will not be added to, changed or removed unless the addition, removal or change is fast approved by the separate affirmative vote of two-thirds of the votes cast at meetings of the holders of the shares of such class.

ID

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO PREFERRED SHARES

The Corporation is authorized to issue an unlimited number of Preferred Shares, which shall have attached thereto the following rights, privileges, restrictions and conditions

1. DIRECTORS’ RIGHT TO ISSUE IN ONE OR MORE SERIES

1..1 The Preferred Shares may be issued at any time or from time to time in one or more series.. Before any shares of a series are issued, the board of directors of the Corporation shall fix the number of shares that will form such series and shall, subject to the limitations set out in the Articles, determine the designation, rights, privileges, restrictions and conditions to be attached to the Preferred Shares of such series, the whole subject to the filing with the Director (as defined in the Canada Business Corporations Act (the “Act”)) of Articles of Amendment containing a description of such series including the rights, privileges, restrictions and conditions determined by the board of directors of the Corporation

2. RANKING OF THE PREFERRED SHARES

2..1 The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to dividends and return of capital in the event of the liquidation, dissolution or winding-up of the Corporation, and shall be entitled to a preference over the Common Shares of the Corporation and over any other’ shares ranking junior to the Preferred Shares with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for’ the purpose of winding-up its affairs„ Ti any cumulative dividends, whether or not declared, or declared non-cumulative dividends or amounts payable on a return of capital in the event of the liquidation, dissolution Or winding-up of the Corporation are not paid in full in respect of any series of the Preferred Shares, the Preferred Shares of all series shall participate rateably in respect of such dividends in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of such return of capital in accordance with the sums that would be payable on such return of capital if all sums so payable were paid in full; provided, however; that if there are insufficient assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Preferred Shares with respect to return of capital shall be paid and satisfied first and any assets remaining thereafter’ shall be applied towards the payment and satisfaction of claims in respect of dividends. The Preferred Shares of any series may also be given such other preference not inconsistent with the rights, privileges, restrictions and conditions attached to the Preferred Shares as a class Over the Common Shares of the Corporation and over any other shares ranking junior to the Preferred Shares as may be determined in the case of such series of’ Preferred Shares.

1E

3. VOTING RIGHTS

3.1 Except as hereinafter referred to or as required by law or unless provision is made in the Articles relating to any series of Preferred Shares that such series is entitled to vote, the holders of the Preferred Shares as a class shall not be entitled as such. to receive notice of; to attend or to vote at any meeting of the shareholders of the Corporation., Except as hereinafter provided or as required by law or as provided in the Articles relating to any series of Preferred Shares, the holders of the Preferred Shares shall not be entitled as such to receive notice of; to attend or to vote at any meeting of the shareholders of the Corporation until such time as dividends on any Preferred Shares in an aggregate amount equal to the dividends payable thereon over a two year period have not been paid, whether or not such dividends in arrears are consecutive, whether or not such dividends have been declared and whether ox not there are or were any moneys of the Corporation properly applicable to the payment of dividends, and thereafter and so long as any dividends on any of the Preferred Shares remain in arrears, the holders of the Preferred Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation at which directors are to be elected, other• than separate meetings of the holders of another• class or series of shares, and to elect, voting separately as a class; two directors of the Corporation. Nothing contained in these provisions shall be deemed or construed to limit the ability of the Corporation from time to time to increase or decrease the number of its directors.. Notwithstanding the foregoing, the holders of the Preferred Shares shall be entitled to notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all the property of the Corporation other than in the ordinary course of the business of’ the Corporation.

4. AMENDMENT WITH APPROVAL OF HOLDERS OF THE PREFERRED SHARES

4.1 The rights, privileges, restrictions and conditions attached to the Preferred Shares as a class may be added to, changed or removed but only with the approval of the holder’s of the Preferred Shares given as hereinafter specified,.

5. APPROVAL OF HOLDERS OF THE PREFERRED SHARES

5 .1 The approval of the holders of the Preferred Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Preferred Shares as a class or in respect of any other matter requiring the consent of the holders of the Preferred Shares may be given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution signed by all the holders of the Preferred Shares or passed by the affirmative vote of at least 2/.3 of the votes cast at a meeting of’ the holders of the Preferred Shares duly called far that purpose.

1F

5.2 The formalities to be observed with respect to the giving of’ notice of any such meeting or any adjourned meeting, the quorum required therefor and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to meetings of shareholders, or if not so prescribed, as required by the Act as in force at the time of the meeting. On every poll taken at every meeting of the holders of the Preferred Shares as a class, or at any ,joint meeting of the holders of two or more series of Preferred Shares, each holder of Preferred Shares entitled to vote thereat shall have one vote in respect of’ each $1.00 of the issue price of each Preferred Share held,

1G

RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS

ATTACHING TO COMMON SHARES

The Corporation is authorized to issue an unlimited number of Common Shares, which shall have attached thereto the following rights, privileges, restrictions and conditions.

1. VOTING

1 .1 The holders of the Common Shares shall be entitled to one vote for each Common Share held at all meetings of shareholders of the Corporation, other than meetings at which only the holders of another class of shares are entitled to vote separately as a class.. Subject to applicable law, with respect to all meetings of the shareholders of the Corporation and with respect to any written consents sought by the Corporation from the shareholders of the Corporation, all shareholders of• the Corporation entitled to vote, shall vote together as a single class..

DIVIDENDS

2.1 After payment to the holders of the Preferred Shares of the amount or amounts to which they may be entitled, the holders of the Common Shares shall be entitled to receive any dividend declared by the board of directors of the Corporation.

3. LIQUIDATION, DISSOLUTION OR WINDING-UP

3..1 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, after payment to the holders of the Preferred Shares of the amount or amounts to which they may be entitled, the holders of the Conimon Shares shall be entitled to share pr o rata in any distribution of the property or assets of the Corporation.

4. SUBDIVISION OR CONSOLIDATION

4.1 None of the Common Shares will be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the Special Shares are subdivided, consolidated, reclassified or otherwise changed in the same proportion or the same manner.

EXHIBIT A

PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

INTERPRETATION

1..1 in this Plan of Arrangement, the following terms have the following meanings:

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1 2 The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement.

1.3 Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement

1.4 Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, governments, regulatory authorities, and other entities.

1 5 In the event that the date on which any action is required to be taken hereunder by any of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place..

I.6 References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect

ARTICLE 2

ARRANGEMENT AGREEMENT

2.1 This Plan of Arrangement is made pursuant to, and is subject to the provisions of, and forms part of, the Arrangement Agreement

2 1 This Plan of Arrangement, upon the filing of the Articles of Arrangement and the issue of the Certificate, if any, shall become effective on, and be binding on and after, the Effective Time on: (i) Voting Unitholders; (ii) the Fund; (iii) VFOT; (iv) VF Canada GP; (v) VF Canada IP; (vi) VF Opco; (vii) U.S.. Holdings; and (viii) ParentC,o

2.3 The Articles of Arrangement and Certificate shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate shall be conclusive evidence that the Arrangement has become effective and that each of the provisions of Article 3 has become effective in the sequence and at the limes set out therein. If’ no Certificate is required to be issued by the Director pursuant to section 192 of the CBCA, the Arrangement shall become effective on the date the Articles of Arrangement are filed with the Director pursuant to subsection 192(6) of the CBCA.

2.4 Other than as expressly provided for herein, no portion of this Plan of Arrangement shall take effect with respect to any party or Person until the Effective Time. Furthermore, each of the events listed in Article 3 shall be, without affecting the tinting set out in Article 3, mutually conditional, such that no event described in said Article 3 may occur without all steps occurring, and those events shall effect the integrated transaction which constitutes the Arrangement.

ARTICLE 3

ARRANGEMENT

3 1 Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following order without any further act or formality except as otherwise provided herein:

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Amendment of PstrentCo’s Articles of Incorporation

Redemption of the Class A Unit

Subscription for Special Shares

Exchange of Units for Shares

Cancellation of the Common Shares of PareutCo

Dissolution of VFO I

Dissolution of the Fund

the Fund will be dissolved in accordance with the Second Amended and Restated Declaration of Trust and its assets and liabilities shall be distributed to, or assumed by, ParentCo;

Reduction of Stated Capital

ParentCo shall become the holder of the Units so exchanged and shall be added to the register of holders of Units in respect thereof; and

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ARTICLE 4

OUTSTANDING CERTIFICATES

4. I Any certificates formerly representing Units that are not deposited, together with a duly completed Letter of Transmittal (where applicable) and any other documents as may reasonably be required shall, from and after the Effective Date, represent only the right to receive Shares in respect thereof. If certificates formerly representing Units have pot been so deposited on or before the sixth anniversary of the Effective Date, such certificates shall cease to represent a right or claim of any kind or nature and the right of the holder of the Units previously represented thereby to receive Shares shall be deemed to be surrendered to ParentCo, together with all interest or distributions thereon held for such holder..

4.2 Registration of interests in and transfers of the Shares will be made through a book-based system (the “Book Entry System”) administered by CDS. On or about the Effective Date, ParentCo will deliver to CDS one or more certificates evidencing the aggregate number of Shares issued in connection with the Arrangement.

4..3 Shares maybe purchased, transferred or surrendered for redemption through a participant in the CDS depository service (a “CDS Participant”). MI rights of holders of Shares may be exercised through, and all payments or other property to which such holder is entitled, may be made or delivered by CDS or the CDS Participant through which the holder holds such Shares. Upon purchase of such Shares, the holders will receive only a customer confirmation from the registered dealer which is a CDS Participant and from or through which the Shares are purchased.

4.4 Parente° may issue certificates representing Shares to one or more shareholders, where such issuances is warranted in the opinion of ParentCo ParentCo also has the option to terminate registration of the Shares through the Book Entry System, in which case certificates for the Shares in fully registered form would be issued to beneficial owners of such Shares or their nominees..

4.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding Units that were tcansfened pursuant to subsections 4.1 hereof has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the registered holder thereof in the Unit Register shall, as a condition precedent to the receipt of any Shares to be issued to such person, provide to ParentCo a bond, in form and substance satisfactory to ParentCo, or otherwise indemnify ParentCo to its satisfaction, in its sole and absolute discretion, against any claim that may be made against them with respect to the certificate alleged to have been lost, stolen or destroyed.

A.R.IICLE 5

AMENDMENTS

5.1 the Fund, VFOT, VF Canada GP, VF Canada 12, VF Opco, U. S,. Holdings and ParentCo may amend this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment ntust be: (i) set out in writing; (ii) approved by the other parties; and (iii) filed with the Court.

5.2 Any amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Date by the Fund, VFOT, VP Canada GP, VF Canada LP, VF Opco, U.S. Holdings and Parente° (or, if following the Arrangement, ParentCo) without the approval of the Court or the Voting Unitholders, provided that it concerns a matter which, in the reasonable opinion of the Fund, VFOT, VF Canada GP, VF Canada LP, VF Opco,

U.S. Holdings and ParentCo (or, if following the Arrangement, ParentCo), is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement or is not adverse to the financial or economic interests of any former holder of Trust Units

5.3 Subject to Section 6 2, any amendment to this Plan. of Arrangement may be proposed by the Fund, VFOT, VF Canada GP, VP Canada LP, VF Open, U.S Holdings and ParentCo at any time prior to or at the Meeting (provided that the other parties shall have consented thereto) with or without any other prior notice or communication to Voting Unitholders, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes

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5..4 Subject to Section 6,2, the Fund, VFOT, VF Canada GP, VF Canada LP, VP Opco, U.S. Holdings and ParentCo may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the Meeting and prior to the Effective Time with the approval of the Court and, if and as required by the Court, after communication to Voting Unitholders.

ARTICLE 6

GENERAL

6.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

6.2 It; prior to the Effective Date, any term or provision of this Plan of Arrangement is held by the Court to be invalid, void or unenforceable, the Court, at the request of any parties, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable,sonsistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalirlate,d by such holding, alteration or interpretation.

This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any questions as to the interpretation or application of this Plan of Arrangement and all proceedings taken in connection with this Plan of Arrangement and its provisions shall be subject to the exclusive jurisdiction of the Court

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Exhibit 4.2

BY-LAW NO. 2

of

VILLAGE FARMS INTERNATIONAL, INC.

(the “Corporation”)

INTERPRETATION

1.1 Expressions used in this By-law shall have the same meanings as corresponding expressions in the Canada Business Corporations Act (the “Act”).

2. FINANCIAL YEAR

2.1 Until changed by the directors, the financial year of the Corporation shall end on the last day of December in each year.

3. DIRECTORS

3.1 Number. The number of directors shall be not fewer than the minimum and not more than the maximum provided in the articles. At each election of directors, the number elected shall be the number of directors then in office unless the directors or the shareholders otherwise determine.

3.2 Quorum. A quorum of directors shall be a majority of the directors or such greater or lesser number as the directors or shareholders may from time to time determine.

3.3 Calling of Meetings. Meetings of the directors shall be held at such time and place as the Chair of the Board, the President or any two directors may determine.

3.4 Notice of Meetings. Notice of the time and place of each meeting of directors shall be given to each director by telephone not less than 48 hours before the time of the meeting or by written notice not less than four days before the date of the meeting, provided that the first meeting immediately following a meeting of shareholders at which directors are elected may be held without notice if a quorum is present. Meetings may be held without notice if the directors waive or are deemed to waive notice.

3.5 Meeting by Telephonic or Electronic Facility . If all the directors of the Corporation consent, a meeting of directors or of a committee of directors may be held by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other, and a director participating in a meeting by such means is deemed to be present at that meeting.

3.6 Chair. The Chair of the Board, or in the Chair’s absence the President if a director, or in the President’s absence a director chosen by the directors at the meeting, shall be chair of any meeting of directors.

3.7 Voting at Meetings. At meetings of directors, each director shall have one vote and questions shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting shall have a second or casting vote.

4. OFFICERS

4.1 General. The directors may from time to time appoint a Chair of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the directors may determine.

4.2 Chair of the Board. The Chair of the Board, if any, shall be appointed from among the directors and when present shall be chair of meetings of directors and shareholders and shall have such other powers and duties as the directors may determine.

4.3 President. Unless the directors otherwise determine, the President shall be appointed from among the directors and shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and in the absence of a Chair of the Board shall be chair of meetings of directors and shareholders when present.

4.4 Vice-President. A Vice-President shall have such powers and duties as the directors or the chief executive officer may determine.

4.5 Secretary. The Secretary shall give required notices to shareholders, directors, auditors and members of committees, act as secretary of meetings of directors and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the Corporation, have custody of the corporate seal and shall have such other powers and duties as the directors or the chief executive officer may determine.

4.6 Treasurer. The Treasurer shall keep proper accounting records in accordance with the Act, have supervision over the safekeeping of securities and the deposit and disbursement of funds of the Corporation, report as required on the financial position of the Corporation, and have such other powers and duties as the directors or the chief executive officer may determine.

4.7 Assistants. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant unless the directors or the chief executive officer otherwise direct.

4.8 Variation of Duties, The directors may, from time to time, vary, add to or limit the powers and duties of any officer.

4.9 Term of Office. Each officer shall hold office until the officer’s successor is elected or appointed, provided that the directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Corporation.

5. INDEMNIFICATION AND INSURANCE

5.1 Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer, or in a similar capacity of another entity, and the heirs and legal representatives of such a person to the extent permitted by the Act.

5.2 Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in the preceding section to the extent permitted by the Act.

6. SHAREHOLDERS

6.1 Quorum. A quorum for the transaction of business at a meeting of shareholders shall be two persons present and each entitled to vote at She meeting.

6.2 Casting Vote. In case of an equality of votes at a meeting of shareholders, the Chair of the meeting shall have a second or casting vote.

6.3 Scrutineers, The Chair at any meeting of shareholders may appoint one or more persons (who need not be shareholders) to act as scrutineer or scrutineers at the meeting.

6.4 Electronic Meetings and Voting. If the directors call a meeting of shareholders, they may determine that the meeting of shareholders shall be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and any vote at that meeting of shareholders shall be held entirely by means of that communication facility. A meeting of shareholders may also be held at which some, but not all, persons entitled to attend may participate and vote by means of a telephonic, electronic or other communication

facility that permits all participants to communicate adequately with each other during the meeting/such a communication facility, if the Corporation makes one available. A person participating in a meeting by such means is deemed to be present at the meeting. Any vote at a meeting of shareholders may be also held entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes one available, even if none of the persons entitled to attend otherwise participates in the meeting by means of a communication facility. For the purpose of voting, a communication facility that is made available by the Corporation must enable the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each shareholder or group of shareholders voted.

7. DIVIDENDS AND RIGHTS

7.1 Declaration of Dividends. Subject to the Act, the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

7.2 Cheques. A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders, the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their address in the Corporation’s securities register. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

7.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the directors may from time to time prescribe, whether generally or in any particular case.

7.4 Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

8. EXECUTION OF INSTRUMENTS

8.1 Deeds, transfers, assignments, agreements, proxies and other instruments may be signed on behalf of the Corporation by any director or officer or in such other manner as the directors may determine.

9. NOTICE

9.1 A notice mailed to a shareholder, director, auditor or member of a committee shall be deemed to have been received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or the document at that time or at all.

9.2 Electronic Delivery. Provided the addressee has consented in writing or electronically in accordance with the Act and the regulations thereunder, the Corporation may satisfy the requirement to send any notice or document referred to in section 9.1 by creating and providing an electronic document in compliance with the Act and the regulations under the Act. An electronic document is deemed to have been received when it enters the information system designated by the addressee or, if the document is posted on or made available through a generally accessible electronic source, when the addressee receives notice in writing of the availability and location of that electronic document, or, if such notice is sent electronically, when it enters the information system designated by the addressee.

9.3 Accidental omission to give any notice to any shareholder, director, auditor or member of a committee or non-receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.

Schedule B

BY-LAWS

By-laws relating generally to the transaction

of the business and affairs of

HOT HOUSE GROWERS INC.

(the “Corporation”)

MEETINGS OF DIRECTORS

1. Convening Of Meetings

1.1 Meetings of directors may be held at such time and place as the directors may from time to time determine, and may be convened by the Chairman, the President, a Vice-President or any two directors.

2. Chairman of the Meeting

2.1 The Chairman, if any, or if he is absent, the President, if any, or if he is absent, such director as shall be chosen by the directors present from amongst their number shall act as Chairman at a meeting of the directors.

3. Notice of Meeting

3.1 Subject to By-Law 3.2, notice of a meeting of directors shall be delivered, mailed or faxed to each director not less then two days (exclusive of the day on which notice is delivered, mailed or faxed but inclusive of the day for which notice is given) before the meeting is to take place.

32 A notice of a meeting of directors need not be given:

(a) for the meeting held immediately after an election of directors; or

(b) to a director appointed by the directors to fill a vacancy amongst the directors for the meeting at which he is so appointed.

4. Quorum

4.1 The quorum necessary for the transaction of business of the directors or committee of directors shall be fixed by the directors and if not so fixed shall be a majority of the directors or committee of directors or, if there is only one director the quorum shall be one.

5. Voting

5.1 Questions arising at a meeting of directors or committee of directors shall be decided by a majority vote of the directors or committee present.

5.2. If there is an equality of votes cast on a question arising at a meeting of directors or at a meeting of a committee of directors, the Chairman of the meeting shall not have a second or casting vote.

6. Meeting by Conference Call

6.1 A director may, if all the directors of the Corporation consent, participate in a meeting of the board or any committee of the directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other. A director participating in a meeting at the meeting, shall be counted in the quorum and shall be entitled to speak and vote.

MEETINGS OF SHAREHOLDERS

By-Laws 7 to 9.3 apply at meetings of every class and series of shareholders.

7. Quorum

7.1 Unless the articles otherwise provide, two shareholders or proxyholders present in person and holding in person or by proxy not less than 10% of the shares entitled to vote at the meeting constitute a quorum at a meeting of shareholders.

8. Chairman of the Meeting

8.1 The Chairman of the Board, if any, or in his absence the President, if any, or in his absence a Vice-President, if any, shall be entitled to preside as Chairman at every general meeting of the Corporation.

8.2 If at any general meeting neither the Chairman of the Board nor President nor a Vice- President is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman, or if the Corporation has not appointed officers, the directors present shall choose someone of their number to be chairman or if all the directors present decline to take the chair or shall fail to so choose or if no director is present, the members present shall choose one of their number to be chairman.

8.3 The Chairman presiding at a meeting of shareholders shall conduct the proceedings thereat, and his decision on all things including, without restricting the generality of the foregoing, any question regarding the validity of a proxy, shall be final.

8.4 The Chairman presiding at a meeting of shareholders, or the meeting, may invite any person not otherwise entitled to attend the meeting.

8.5 Unless a ballot is demanded, a declaration by the Chairman presiding at a meeting of shareholders that a resolution has carried, has carried by a particular majority or has not carried on a vote by a show of hands, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the result of the vote without proof of the number or proportion of the votes cast in favour of or against the resolution.

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Voting

9.1 A vote taken by ballot is deemed to be the decision of the meeting notwithstanding a vote taken by a show of hands on the same question.

9.2 If there is an equality of votes cast, either by a show of hands or by ballot, on a question arising at a meeting of shareholders, the Chairman presiding at the meeting shall not have a second or casting vote.

9.3 No motion proposed at a meeting of shareholders need be seconded, and the Chairman presiding at the meeting may propose or second a motion.

SEAL

10. Corporate Seal

10.1 The directors may provide a seal for the Corporation and, if they do so, shall provide for the safe custody of the seal which shall not be affixed to any instrument except in the presence of the following person, namely:

and the said directors, officers, person or persons in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under the seal true copies of any document or resolution the seal may be affixed in the presence of any one of the foregoing persons.

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

11. Limitation Of Liability

11.1 Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in

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any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by an error, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Canada Business Corporations Act (the “Act”) and the regulations thereunder or form liability for any breach thereof

12. Indemnity

12.1 Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation of such body corporate, if:

13. Insurance

13.1 The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 11 hereof against such liabilities and in such amounts as the Board may from time to time determine as permitted by the Act.

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AMENDED AND RESTATED BY-LAW NO. 3

of

VILLAGE FARMS INTERNATIONAL, INC.

(the “Corporation”)

1. ADVANCE NOTICE PROVISIONS

1.1 For purposes of this By-Law No. 3:

“Act” means the Canada Business Corporations Act and the regulations thereunder, as from time to time amended, and every statute or regulation that may be substituted therefor and, in the case of such amendment or substitution, any reference in this By-Law No. 3 shall be read as referring to the amended or substituted provisions;

“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

“public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

“Representatives” of a person means the affiliates and associates of such person, all persons acting jointly or in concert with any of the foregoing, and the affiliates and associates of any of such persons acting jointly or in concert, and “Representative” means any one of them.

1.2 Subject only to the Act, and for so long as the Corporation is a distributing corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the “Board”) may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors,

1.2.1 by or at the direction of the Board, including pursuant to a notice of meeting;

1.2.2 by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

1.2.3 by any person (a “Nominating Shareholder”):

1.3 In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof (in accordance with Section

1.4 below) in proper written form to the Board (in accordance with Section 1.5 below).

1.4 To be timely, a Nominating Shareholder’s notice to the Board must be made:

1.4.1  in the case of an annual meeting of shareholders (which includes an annual and special meeting), not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10 ^th ) day following the Notice Date;

1.4.2  in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes as well), not later than the close of business on the fifteenth (15th) day following the day that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the special meeting of shareholders was made; and

1.4.3 in the event of any adjournment or postponement of a meeting of shareholders, or an announcement thereof, the required time periods for the giving of a Nominating Shareholder’s notice as described above shall apply using the date of the adjourned or postponed meeting, or the date of announcement thereof, as the case may be. This means that a Nominating Shareholder who failed to deliver a timely Nominating Shareholder’s notice in proper written form to the directors for purposes of the originally scheduled shareholders’ meeting shall nonetheless be entitled to provide a Nominating Shareholder’s notice for purposes of any adjourned or postponed meeting of shareholders as the determination as to whether a Nominating Shareholder’s notice is timely is to be determined based off of the adjourned or postponed shareholders’ meeting date and not the original shareholders’ meeting date.

1.5 To be in proper written form, a Nominating Shareholder’s notice to the Board must set forth the information below, which includes information that is required to be included in a dissident proxy circular or that is necessary for the Corporation to determine director nominee qualifications, relevant experience, shareholding or voting interest in the Corporation, or independence in the same manner as would be required and disclosed for management nominees:

1.5.1 set forth, as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”):

1.5.2 set forth, as to each Nominating Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made:

The Corporation may require any Proposed Nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Proposed Nominee to serve as a director of the Corporation or a member of any committee of the Board, including with respect to independence or any other relevant criteria for eligibility (including any stock exchange requirements) or that could be material to a reasonable shareholder’s understanding of the independence or eligibility, or lack thereof, of such Proposed Nominee.

1.6 All information to be provided in a timely notice pursuant to Section 1.5 above shall be provided as of the record date for determining shareholders entitled to vote at the meeting (if such date shall then have been publicly announced) and as of the date of such notice. The Nominating Shareholder shall update such information forthwith if there are any material changes in the information previously disclosed.

1.7 For the avoidance of doubt, Section 1.2 above shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation. No person shall be eligible for election as a director of the Corporation unless such person has been nominated in accordance with the provisions of this Section 1; provided, however, that nothing in this Section 1 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

1.8 Notwithstanding any other provision of this Section 1 or any other by-law of the Corporation, any notice or other document or information required to be given to the Board pursuant to this Section may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Board for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Board at the address of the principal executive offices of the Corporation, emailed (to the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

1.9 Notwithstanding the foregoing, the Board may, in its sole discretion, waive all or any of the requirements in this Section.

THIS AMENDED AND RESTATED BY-LAW NO. 3 amends and restates the Corporation’s original By-Law No. 3 that was previously in effect.

APPROVED by the directors of the Corporation on March 23, 2017.

CONFIRMED by the shareholders of the Corporation on June 27, 2017.

Exhibit 4.3

C0000000230 | M VILLAGE FARMS INTERNATIONAL, INC. Number Shares * * * * 0 * * * * * * * * * 00000000 INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * **SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zer THIS CERTIFIES THAT o****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC. * * * * * * * * 0 * * * * * zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*I NC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL ,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIO NAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC. SPECIMEN zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNA TIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTE RNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*I NTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARM S*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*F CUSIP 92707Y108 ARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****SPECIMEN92707Y10800000000VILLAG **092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10 IS THE REGISTERED HOLDER OF 800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VI ISIN CA92707Y1088 LLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS *INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIO NAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC. * * * 0 * zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC. * * ze ro****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****09270 7Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y108000000 00VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*F SEE REVERSE FOR CERTAIN DEFINITIONS ARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERN ATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*INC.zero****092707Y10800000000VILLAGE*FARMS*INTERNATIONAL,*IN FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF VILLAGE FARMS INTERNATIONAL, INC. transferable on the books of the Company only upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. IN WITNESS WHEREOF the Company has caused this certificate to be signed on its behalf by the facsimile signature of its duly CSAE_WIP_HGGQ_C01. authorized officer. mtl. Dated: Mar 08, 2019 Executive Vice-President and Chief COUNTERSIGNED By: COUNTERSIGNED AND REGISTERED Financial Officer Continental Stock Transfer and Trust Company COMPUTERSHARE INVESTOR SERVICES INC. 1 State Street, 30th Floor (VANCOUVER) (TORONTO) New York, NY 10004-1561 OR TRANSFER AGENT AND REGISTRAR pulls/000001/000001/i Co-Transfer Agent By ____________________________ By ____________________________ Authorized Officer Authorized Officer The shares represented by this certificate are transferable at the offices of Computershare Investor Services Inc. in Vancouver, BC and Toronto, ON, or at the office of Continental Stock Transfer and Trust Company in New York, NY, USA.

The following abbreviations shall be construed as though the words set forth below opposite each abbreviation were written out in full where such abbreviation appears: TEN COM—as tenants in common (Name) CUST (Name) UNIF—(Name) as Custodian for (Name) under the TEN ENT—as tenants by the entireties GIFT MIN ACT (State) (State) Uniform Gifts to Minors Act JT TEN—as joint tenants with rights of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received the undersigned hereby sells, assigns and transfers unto Insert name and address of transferee shares represented by this certificate and does hereby irrevocably constitute and appoint the attorney of the undersigned to transfer the said shares on the books of the Company with full power of substitution in the premises. DATED:                Signature of Shareholder Signature of Guarantor Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program. SECURITY INSTRUCTIONS â– INSTRUCTIONS DE SECURITE THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WA1ERMARK HOLD TO LIGHT TO VERIFY WATERMARK PAPIER HI IGHANf, DU EN_COMP_V2_Q1