Unanimous Shareholder Agreement - Long Form

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THE SHAREHOLDERS MAKE THE FOLLOWING REPRESENTATIONS:

A) They hold all the issued and outstanding shares of the "……………" corporation (hereinafter known as “the Corporation”) according to the following allocation:

(TABLE HERE)

B) they acknowledge the importance of entering into an agreement amongst themselves dealing, on the one hand, with the management of the Corporation and, on the other hand, with the terms and conditions of their association within this Corporation;

C) their main intent with respect to the Agreement which follows, is to promote the smooth operation of the Corporation by setting down rules which will avoid, on the one hand, the occurrence of events prejudicial to the Corporation and, on the other hand, which, as the case may be, will enable the remedying of certain problematic situations which may jeopardize the latter;

D) their secondary intent is to protect the economic value of the investment of each of the shareholders in the Corporation and to enable the realization of this value in a timely manner and under the best possible conditions, in light of the circumstances;

E) they concur with respect to the fact that this Agreement shall enjoy a liberal construction or interpretation, where required, in order to promote compliance with their intent, in accordance with the order of priority indicated, and in order to promote equity and fairness between the shareholders involved;

F) they have freely negotiated the essential conditions of the Agreement and wish this Agreement to be interpreted as a contract by mutual consent.

TO THIS END, THE SHAREHOLDERS AGREE AS FOLLOWS:

. . .

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