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AGREEMENT OF PURCHASE AND SALE



This Agreement of Purchase and Sale (the Agreement) is effective [DATE],


BETWEEN:  [INDIVIDUAL NAME] (the "First Registered Holder"), an individual with his main address located at [State/Province] of [STATE/PROVINCE]:

      [YOUR COMPLETE ADDRESS]


AND:  [INDIVIDUAL NAME] (the Second Registered Holder "), an individual with his main address located at of the [State/Province] of [STATE/PROVINCE]:

      [COMPLETE ADDRESS]


AND:  [INDIVIDUAL NAME] (the Trustee"), an individual with his main address located at of the [State/Province] of [STATE/PROVINCE]:

      [COMPLETE ADDRESS]


WHEREAS [INDIVIDUAL NAME] is the First Registered Holder of [NUMBER] Common shares of [COMPANY NAME] and [NUMBER] Common shares of [COMPANY NAME], and [INDIVIDUAL NAME], is the registered holder of [NUMBER] Common shares of [COMPANY NAME];

WHEREAS [INDIVIDUAL NAME] is the Second Registered Holder of [NUMBER] Common shares of [COMPANY NAME] and [NUMBER] and [NUMBER] common shares of [COMPANY NAME];

WHEREAS [INDIVIDUAL NAME] Trust is the registered holder of [NUMBER] common shares of [COMPANY NAME] and [NUMBER] common shares of [COMPANY NAME];

WHEREAS the parties wish to provide for the disposition by Second Registered Holder and the [INDIVIDUAL NAME] Trust of their shares of [COMPANY NAME] and [COMPANY NAME], the whole substantially upon the following terms and subject to the following conditions:

NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

The [NUMBER] common shares of [COMPANY NAME] held by the [INDIVIDUAL NAME] Trust will be redeemed for a price of [AMOUNT] per share, payable cash.

The [NUMBER] common shares of [COMPANY NAME] held by [COMPANY NAME] will be simultaneously redeemed upon the same terms and conditions.

The [NUMBER] common shares of [COMPANY NAME] held by the [INDIVIDUAL NAME] Trust and the [NUMBER] common shares of [COMPANY NAME] held by Second Registered Holder, personally, will be simultaneously redeemed for a redemption price of [AMOUNT] per share, payable cash.

On or before [EFFECTIVE DATE], Second Registered Holder will sell to First Registered Holder his [NUMBER] common shares of [COMPANY NAME] for a total purchase price of [AMOUNT] payable as to [AMOUNT] in cash and as to [AMOUNT] by set-off against the advance already made to her by First Registered Holder, the receipt of which advance is hereby acknowledged.

[COMPANY NAME] will undertake to pay Second Registered Holder a death benefit of [AMOUNT], in the form of a monthly salary on the last day of each month for [NUMBER] year following the date of the Purchase and Sale Agreement with First Registered Holder referenced above, commencing on the last day of [DATE] until the last day of [DATE]. Payment of this sum will be accelerated without notice of default in the event of the bankruptcy, dissolution, liquidation or insolvency of [COMPANY NAME] or in the event that First Registered Holder ceases to control [COMPANY NAME] or in the event of any default in payment of the said sum, and payment of the said sum of [AMOUNT] shall be personally guaranteed by First Registered Holder.

The parties agree that the transaction will be structured from a tax planning perspective in a manner advantageous to Second Registered Holder substantially in the manner set out in the annexed memorandum prepared by [COMPANY NAME], Chartered Accountants, dated [EFFECTIVE DATE].

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.



FIRST REGISTERED HOLDER        SECOND REGISTERED HOLDER



                          
Authorized Signature          Authorized Signature



                          
Print Name and Title          Print Name and Title




TRUSTEE  

        

              
Authorized Signature          



              
Print Name and Title          


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