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About World Class

The Combination Agreement includes a number of conditions, including but not limited to, requisite shareholder approvals (including the approval of the shareholders of World Class and CBD, as applicable), the split of the issued and outstanding common shares in the capital of CBD (“CBD Shares”) on the basis of three (3) post-split CBD Shares for each one (1) pre-split CBD Share (the “CBD Share Split”), the split of the issued and outstanding common shares in the capital of World Class (“WCE Shares”) on the basis of one and one-half (1.5) post-split WCE Shares for each one (1) pre-split WCE Share (the “WCE Share Split”), the issuance of post-split CBD Shares to holders of post-split WCE Shares on a 1:1 basis, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, and other closing conditions customary to transactions of the nature of the Proposed Transaction. A special meeting of shareholders of World Class was held on February 11, 2019, at which the shareholders of World Class considered and approved the Proposed Transaction and the WCE Share Split.

The Combination Agreement