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ROLLOVER AGREEMENT



This Rollover Agreement (the 闁炽儲绌緂reement闁? is effective [DATE],


BETWEEN:	[FIRST PARTY NAME] (the "Vendor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

			[YOUR COMPLETE ADDRESS]


AND:	[SECOND PARTY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

			[COMPLETE ADDRESS]


WHEREAS the Vendor represents that there are [NUMBER] Class A common shares issued and outstanding in the capital stock of [COMPANY NAME] (the 闁炽儲绐卭rporation闁?, a corporation incorporated under the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE], and that the Vendor is the owner of [NUMBER] Class A common shares of the Corporation (the 闁炽儲钘﹉ares闁?, representing [PERCENTAGE %] percent) of the issued and outstanding shares of the Corporation;

WHEREAS [COMPANY NAME], have determined that the fair market value of the Shares is [AMOUNT] or [AMOUNT] per Class A common share;

WHEREAS the Shares have an aggregate stated capital of [AMOUNT];

WHEREAS the authorized share capital of the Purchaser consists of an unlimited number of Class A common shares, Class B common shares, Class A preferred shares, Class B preferred shares, Class C preferred shares and Class D preferred shares, of which the sole issued and outstanding shares are held as follows:

[INDIVIDUAL NAME]		闁?	[NUMBER] Class A common shares

[INDIVIDUAL NAME], as nominee
for [INDIVIDUAL NAME]			闁?[NUMBER] Class A common shares

[INDIVIDUAL NAME], as nominee
for [INDIVIDUAL NAME]			-	[NUMBER] Class A common shares

WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares;

NOW THEREFORE, IT IS AGREED AS FOLLOWS:


SHARES SOLD AND PURCHASE PRICE

Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells the Shares to the Purchaser, hereto present and accepting, and delivers to the Purchaser certificates representing the Shares duly endorsed to the Purchaser for transfer.

The aggregate purchase price for the Shares is [AMOUNT], which based on the aforementioned evaluation, the parties consider to be the fair market value of the Shares (the 闁炽儲闃€urchase Price闁? payable as set forth at Article [NUMBER] hereof.


PAYMENT OF THE PURCHASE PRICE

The Vendor acknowledges that he has received certificates representing [NUMBER] Class C preferred shares of the Purchaser (the 闁炽儲鐘疌OMPANY NAME] Shares闁? in full payment of the Purchase Price. The parties hereto determine that the [COMPANY NAME] Shares have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash of [AMOUNT] or [AMOUNT] for each of the [COMPANY NAME] Shares issued and allotted hereunder.


VENDOR闁炽儲鈹?REPRESENTATIONS AND WARRANTIES

The Vendor represents and warrants to the Purchaser that:

the Corporation is incorporated under the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and is duly organized and validly existing thereunder;

the Shares are owned by the Vendor by good and marketable title;

the Shares have been duly issued and are outstanding as fully paid and non-assessable shares;

the Vendor is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]) (the 闁炽儲绐媏deral Act闁?;

the Vendor is a corporation incorporated under the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and is duly organized and validly existing thereunder;

all necessary corporate action and proceedings have been taken by the Vendor to permit the execution of this Agreement; no approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein;

the sale and delivery of the Shares as provided for in this Agreement shall not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both, constitutes a breach of or default under the articles or by-laws of the Vendor or the Corporation or under any agreement, instrument, order, judgment or decree to which the Vendor or the Corporation is subject; and

this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors闁?rights.


PURCHASER闁炽儲鈹?REPRESENTATIONS AND WARRANTIES

The Purchaser represents and warrants to the Vendor that:

the Purchaser is a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder;

all necessary corporate action and proceedings have been taken to permit the execution of this Agreement; no approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein;

the aforementioned actions do not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Purchaser or under any agreement, instrument, order, judgment or decree to which the Purchaser is subject;

the [COMPANY NAME] Shares have been validly allotted and issued and are registered in the name of the Vendor;

the Purchaser is a taxable [COUNTRY] corporation within the meaning of the [YOUR COUNTRY] Federal Act and the Taxation Act ([STATE/PROVINCE]) (the 闁炽儲鐘疭TATE/PROVINCE] Act闁?; and

this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors闁?rights.


STATED CAPITAL ACCOUNT AND PRICE ADJUSTMENT CLAUSE

The Vendor and the Purchaser agree that the Purchaser shall, in accordance with Subsection [SPECIFY] of the [COUNTRY] Business Corporations [ACT/LAW/RULE], add [AMOUNT] to its stated capital account in respect of the [COMPANY NAME] Shares, being an amount equal to the cost amount and paid-up capital to the Vendor of the Shares for tax purposes. The difference between the Purchase Price and the amount added to the stated capital account in respect of the [COMPANY NAME] Shares shall be added to the contributed surplus account of the Purchaser in respect of the [COMPANY NAME] Shares.

In the event that the amount referred to in paragraph 5.1 hereof is determined by final determination of the Minister of National Revenue (the 闁炽儲鍙慽nister闁? or otherwise to be other than the amount added to the stated capital account in respect of the [COMPANY NAME] Shares as aforesaid, then the Purchaser shall forthwith take all action as may be necessary or advisable to adjust such stated capital account nunc pro tunc to reflect any such determination and the contributed surplus account shall, ipso facto, be deemed to be amended accordingly.

The parties hereto confirm that it is their intention that the Purchase Price shall represent the fair market value of the Shares. The parties hereto agree that in the event the Minister shall assert, directly or indirectly, assess or reassess either or both of the parties hereto or otherwise make a final determination (collectively referred to herein as the 闁炽儲绐媔nal Determination闁? on the basis that the fair market value (the 闁炽儲鍙慽nisterial Fair Market Value闁? of the Shares as of their date of disposition is greater or less than the Purchase Price, the Purchase Price shall be adjusted by an amount equal to the difference between the Purchase Price and the Ministerial Fair Market Value (the 闁炽儲闃€rice Difference闁? and an amount equal to the Price Difference shall be added or subtracted, as the case may be, to or from the Purchase Price and the contributed surplus account maintained in respect of the [COMPANY NAME] Shares of the Purchaser shall ipso facto be deemed to be amended accordingly.
In the event that the Vendor and the Purchaser do not agree with the Ministerial Fair Market Value, the Purchase Price shall be adjusted to equal the amount determined by final judgment of a competent court (the 闁炽儲绐檜dicial Fair Market Value闁? and the provisions of paragraph 5.3 apply mutatis mutandis to such adjustment.


ELECTIONS

After the Closing Date (as hereinafter defined), the Vendor and the Purchaser shall, within the prescribed time periods, execute and deliver elections in the forms prescribed by the Federal Act and prepared and filed by [COMPANY NAME], Chartered Accountants, to have the provisions of Section [SPECIFY] of the Federal Act and any other relevant provisions thereof apply to the sale and transfer of the Shares to the Purchaser and for the purposes of such elections the parties shall elect the Vendor闁炽儲鐛?Cost Amount of the Shares for tax purposes, as defined in Subsection [SPECIFY] of the Federal Act as the Vendor闁炽儲鐛?proceeds of disposition and the Purchaser闁炽儲鐛?cost of acquisition of the Shares. In the event that the Vendor闁炽儲鐛?Cost Amount of the Shares is determined by the Minister to be greater or less than the amount elected by the parties hereto, amended elections will be filed by the parties so as to reflect the Vendor闁炽儲鐛?Cost Amount of the Shares as determined by the Minister.


MISCELLANEOUS

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all prior negotiations, agreements and understandings, if any.

The representations and warranties set forth in Articles [NUMBER] and [NUMBER] hereof shall survive the purchase and sale of the Shares hereunder.

Each of the parties hereto covenants and agrees that it will from time to time hereafter execute and deliver such additional documents and instruments and do such acts and things as may be reasonably necessary fully and effectually to sell, assign and transfer the Shares to the Purchaser pursuant to this Agreement and to otherwise carry out the intent and purpose of this Agreement.

This Agreement shall be governed by and construed in accordance with the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and the applicable [YOUR COUNTRY LAW] of [COUNTRY]. The courts of [STATE/PROVINCE] shall have non-exclusive jurisdiction with respect to any matter arising hereunder or related hereto.

All notices, requests, demands and other communications in connection herewith shall be in writing with specific reference to this Agreement and shall be deemed to have been duly delivered when: 

personally delivered to a responsible officer of such party; or 

 except during a period of strike, lockout or other postal disruption, sent by registered mail, postage prepaid; or 

sent by telex, telegraph, telecopier or other form of recorded communication, charges prepaid, confirmed by prepaid registered mail; as follows:

If to the Vendor:

Vendor
[FULL ADDRESS]
[COUNTRY] [STATE/PROVINCE]
Attention:	[INDIVIDUAL NAME]
Telecopier:	[FAX NUMBER] 

If to the Purchaser:

Purchaser
[FULL ADDRESS]
[COUNTRY] [STATE/PROVINCE]
Attention:	[INDIVIDUAL NAME]

or such other address as either party may from time to time specify by notice to be given to the other party for such purpose in writing at least [NUMBER] days in advance.

This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

The effective date and closing date for the sale of the Shares herein provided for shall be the date hereof (the 闁炽儲绐卨osing Date闁?.



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


VENDOR 						PURCHASER


													
Authorized Signature					Authorized Signature



													
Print Name and Title					Print Name and Title

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