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Shareholders Agreements
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SHAREHOLDERS AGREEMENT This Agreement is made effective as of ____________________, 20____, AMONG the Shareholders named below (Note: all Shareholders should be listed below):

AND:

Full Name of Company

(the Corporation) ARTICLE 1 INTERPRETATION 1.1 Defined Terms

In addition to the other terms defined in this Agreement, the following terms shall have the meanings set out below: Act means the corporate statute under which the Corporation exists; Board means the board of Directors of the Corporation; Directors means all of the directors of the Corporation, and Director means any one of the Directors; Interest means in respect of a Shareholder all of the right, title and interest in and to such Shareholders Shares and Loans; Loans means in respect of a Shareholder the aggregate amounts of money loaned by such Shareholder to the Corporation from time to time to the extent outstanding (i.e. not repaid), together with any applicable accrued and unpaid interest thereon; Nominated Directors means the Directors nominated under section 2.1 or 2.2 of this Agreement, and Nominated Director means any one of the Nominated Directors;

2 Prime Rate means the annual rate of interest announced from time to time by the Royal Bank of Canada as a reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada; Shareholders means all of the shareholders of the Corporation that are bound by this Agreement, and Shareholder means any one of the Shareholders; and Shares means the shares in the capital of the Corporation. ARTICLE 2 MANAGEMENT 2.1 Nominee Directors

The Board shall consist of _____ Directors [Note: Insert the number of Directors who will be on the Board.] or such other number as the Shareholders may agree upon from time to time. Each of the Shareholders shall be entitled to nominate a Director to the Board, provided that the nominee of each Shareholder shall be subject to the approval of the other Shareholders, such approval not to be unreasonably withheld or delayed and for such purpose the following individuals are approved as the initial nominees of the Shareholders:

2.2

Director Vacancies

If any vacancy occurs on the Board, such vacancy shall be filled by a person nominated by the Shareholder who originally nominated the vacating Director or, if the vacating Director was not nominated by a Shareholder, such vacancy shall be filled by the Directors, provided that in each case such replacement Director shall be subject to the approval of the Shareholders, such approval not to be unreasonably withheld or delayed. 2.3 Election of Directors

The Shareholders shall vote their Shares, otherwise exercise their influence in respect of the Corporation and take all other action that may be required to ensure that the Board shall be at all times comprised of the persons nominated from time to time in accordance with this Agreement. 2.4 Notice of Meetings

A Director may call a meeting of the Directors by giving not less than 7 days prior written notice to the other Directors, which notice shall contain or be accompanied by an agenda of the