Shareholders Agreement

SHAREHOLDERS AGREEMENT

(Alberta)

This agreement (the "Agreement") is dated ________ and is between:

________, having an address at:

________

("Shareholder 1")

and

________, having an address at:

________

("Shareholder 2")

and

________, a corporation incorporated under the laws of the province of Alberta

(the "Corporation")

WHEREAS the Corporation was incorporated under the Act by articles of incorporation dated ________, and is authorized under the provisions of such governing Act to enter into a Unanimous Shareholders Agreement;

AND WHEREAS the entering into of the Shareholders Agreement shall be to govern the manner in which the business and affairs of the Corporation shall be conducted, and to govern the respective rights and obligations of all the Shareholders hereto;

AND WHEREAS each of the Shareholders is the registered and beneficial owner of the number and class of issued and outstanding shares in the capital of the Corporation set out opposite such Shareholder's name, as follows:

- Shareholder 1: ________

- Shareholder 2: ________

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Shareholders hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1. Defined Terms. In addition to the terms otherwise defined in this Agreement, the following terms will have the meanings set out below:

"Act" means the Business Corporations Act, RSA 2000, c B-9 (or any successor legislation or consolidation, repeal, amendment or substitute therefor);

"Affiliate" will have the meaning ascribed to it in the Act;

"Agreement" means this Shareholder agreement and all schedules attached to this agreement, or as may be supplemented or amended from time to time;

"Articles" means the articles of incorporation dated ________, as amended from time to time;

"Board" means the board of directors of the Corporation;

"Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of Alberta or in Canada;

"By-law" means each by-law of the Corporation, including without limitation, general By-law No. 1 in the form enacted on ________ (collectively the "By-laws");

"Corporation" means ________ and any successor resulting from any amalgamation, merger, arrangement or other reorganization of or including the Corporation or any continuance of the Corporation under the laws of another jurisdiction;

"Directors" means the directors of the Corporation;

"Governmental Entity" means any (i) governmental or public department, central bank, court, commission, board, bureau, agency, commissioner, minister, governor-in-council, cabinet, tribunal or instrumentality whether international, multinational, national, federal, provincial, municipal, local or other, (ii) subdivision or authority of any of the above, or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;

"Person" means an individual, partnership, corporation, trust, unincorporated association, joint venture, a natural person acting as an estate trustee, or other entity or Governmental Entity;

"Shareholder" means any Person who from time to time holds Shares and is bound by the provisions of this Agreement which, at the time of execution of this Agreement, means the individuals and entities named in the introductory clause; and

"Shares" means the shares in the capital of the Corporation, the rights, privileges, restrictions and conditions attaching thereto, as described in the Articles.

1.2. Currency. All amounts referred to in this Agreement are intended to be in lawful money of Canada unless otherwise specified in this Agreement.

1.3. Computation of Time Periods. In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding" and all references to "day" or "days" mean calendar days unless designated as "Business Days".

1.4. Miscellaneous. In this Agreement:

(a) unless the context otherwise requires, the singular includes the plural and vice versa, and in particular, the definitions of words and expressions set forth in Section 1.1 will be applied to such words and expressions when used in either the singular or the plural form;

(b) unless the context otherwise requires, words importing a particular gender will include the other gender;

(c) unless otherwise indicated, references to Articles, Sections, Subsections or Schedules should be construed as references to the applicable articles, sections, subsections or schedules of this Agreement;

(d) the division of this Agreement into Sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and are not to affect the construction or interpretation of this Agreement;

(e) any reference to a statutory provision shall include that provision as from time to time modified or re-enacted providing that in the case of modifications or reenactments made after the date of this Agreement the same shall not have effective substantive change to that provision;

(f) references to, or to any particular provision of, a document will be construed as references to that document as amended to the extent permitted by this Agreement and in force at any time.

ARTICLE 2
BUSINESS, ORGANIZATION, MANAGEMENT, GOVERNANCE, AND AFFAIRS OF THE CORPORATION

2.1. Business of the Corporation. The Corporation will carry on the following business:

________

(the "Business").

2.2. Action in accordance with this Agreement. Each Shareholder shall vote their shares to give effect to this Agreement, whether at a meeting of Shareholders or by a written resolution of the Shareholders.

2.3. Number and Nomination of Directors. Subject to the bylaws and the articles, the shareholders will elect the number of Directors to be elected within the minimum and maximum limits set out in the Articles, which is ________.

2.4. Filling Director Vacancies and Replacement of Nominees. If any vacancy occurs in the Board, such vacancy will be filled by a person nominated by the Shareholder(s), in accordance with the bylaws. A Director may be replaced at any time by the Shareholder(s) who nominated such Director, provided that in each case such replacement Director is approved by the other Shareholders.

2.5. Election of Directors. The Shareholders agree to vote at all meetings of the Shareholders and to act in all other respects in connection with the corporate proceedings of the Corporation so as to ensure that the nominees of the parties provided for in this Agreement are elected and appointed as part of the Board.

2.6. Notice of Meeting of Directors. Any meeting of the Directors may be called by any Director by giving not less than ten (10) Business Days written notice to all the other Directors, which notice shall contain or be accompanied by an agenda of the business to be considered at the meeting and a reasonably detailed description of each item of business, provided that all the Directors may, by an instrument in writing delivered before or after the meeting or by participating at the meeting, waive notice of any meeting of the Directors. Any such meeting will be considered to be duly constituted notwithstanding the absence of notice in respect thereof.

2.7. Place and Frequency of Directors' Meetings. Meetings of Directors will be held at least annually at any place within or outside of the province of Alberta. If all the Directors present at or participating in a meeting consent, a meeting of Directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting.

2.8. Quorum for Directors' Meetings. Subject to the bylaws, a quorum for meetings of the Directors will be a majority of the Directors then in office, present in person or by means of telephone, electronic or other communication facilities as endorsed by all persons participating in the meeting to communicate with each other simultaneously and instantaneously (and, for greater certainty, a meeting of the Directors may be constituted where some Directors are present in person and other Directors are present by means of such communication facilities). If (i) no such quorum is present within half an hour following the time at which the meeting is scheduled to take place, the meeting will be adjourned to the same day in the week immediately following (or, if that day is not a Business Day, the next following Business Day) at the same time and place, and (ii) no such quorum is present within half an hour following the time at which the second adjourned meeting is scheduled to take place, subject to the Act, the present Directors will constitute a quorum for the transaction of the business for which the meeting was called.

2.9. Decisions of Directors. Subject to the Act, any resolution of the Directors will only be validly passed and effective if:

(a) at a duly constituted meeting of the Directors, such resolution receives the affirmative vote of at least a majority of the Directors participating in the meeting (each Director having only one vote), or

(b) all the Directors consent in writing to such resolution.

2.10. Casting Vote. Subject to the bylaws, if at any meeting of the Directors the total number of votes (determined without regard to the exercise of any second or casting vote contemplated in this Section) in favour of a particular resolution is equal to the total number of votes against such resolution, then the chairperson of the meeting (if a Director) will have, in addition to any other vote to which the chairperson is entitled, a second or casting vote.

2.11. Powers and Duties of Directors. Subject to the Act, all decisions made by the Board of Directors shall require a majority of the votes cast at such meeting, including:

(a) any capital expenditure by the Corporation in any fiscal year;

(b) any creation of, amendments, alteration or variance to any profit sharing, stock option or purchase, pension, insurance or other employee benefit plan;

(c) any mortgage, charge, grant of security interest in or encumbrance by the Corporation of any of the assets of the Corporation, except for purchase money security interests incurred in the ordinary course of business;

(d) any sale, lease, exchange or other disposition of any assets of the Corporation in any fiscal year;

(e) except in the ordinary course of business, any borrowing of funds or incurring of indebtedness, obligation or liability by the Corporation in excess of or which would involve the expenditure by the Corporation of any amount;

(f) any acquisition greater than substantially all the undertakings, property or assets of the Corporation;

(g) any financial assistance by the Corporation, by means of loans, guarantee or otherwise, to any Shareholder, Director or employee of the Corporation or to any Person or entity related (within the meaning of the Income Tax Act (Canada)) to such Shareholder, Director or employee;

(h) any issuance by the Corporation of any additional Shares or other securities.

2.12. Notice of Meeting of Shareholders. The Corporation or any Shareholder may call a meeting of the Shareholders, and the Corporation will notify each Shareholder, in writing, of the intended date of any meeting of the Shareholders at least ten (10) Business Days prior to the date of such intended meeting. If any Shareholder notifies the other Shareholders and the Corporation, in writing, on or before the day immediately preceding the day of the intended meeting, requesting a delay of the intended meeting, the Corporation will delay the intended meeting five (5) Business Days from the day originally scheduled for the intended meeting or such earlier date as may be contained in such notice. Each Shareholder shall be entitled to deliver such notice to the other Shareholders no more than twice with respect to each meeting of the Shareholders.

2.13. Place and Frequency of Shareholders' Meetings. Meetings of Shareholders may be held at any place within or outside of its governing jurisdiction. If all the Shareholders of the Corporation present at or participating in a meeting consent, a meeting of Shareholders may be held by means of such telephone, electronic or other communication facilities as permit all Persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Shareholder participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting. The Shareholders will meet at least annually. Any Shareholder is entitled to authorize a proxy at any meeting, so long as specific written instructions are provided by the authorizing Shareholder, and a proxy form is delivered to the Corporation.

2.14. Quorum for Shareholders' Meetings. A quorum for meetings of the Shareholders will be a majority of the Shareholders, present in person or by means of telephone conference or other communications equipment as permits all Persons participating in the meeting to communicate with each other simultaneously and instantaneously (and, for greater certainty, a meeting of the Shareholders may be constituted at which some Shareholders are present in person and other Shareholders are present by means of such communication facilities). If (i) no such quorum is present within half an hour following the time at which the meeting is scheduled to take place, the meeting will stand adjourned to the same day in the week immediately following (or, if that day is not a Business Day, the next following Business Day) at the same time and place, and (ii) no such quorum is present within half an hour following the time at which the second adjourned meeting is scheduled to take place, subject to the Act, the Shareholders present shall constitute a quorum for the transaction of the business for which the meeting was called.

2.15. Decisions at Shareholders' Meetings. Subject to the Act, any resolution of the Shareholders of the Corporation will only be validly passed and effective if:

(a) such resolution is voted on at a duly constituted meeting of the Shareholders entitled to vote thereon and the votes in favour of such resolution constitute not less than a majority of the total number of votes; or

(b) all the Shareholders entitled to vote thereon consent in writing to such resolution.

2.16. Powers and Duties of Shareholders. Subject to the Act, no action may be taken in regard to any of the following matters except with the prior express approval of a resolution of the Shareholders approved by the holders of not less than two-thirds of the votes cast on the then issued and outstanding Shares expressed by a resolution passed at a meeting of the Shareholders or signed in writing by all the Shareholders and any other consent or consents required by law by the holders of a class of shares voting separately and as a class:

(a) the acquisition or commencement of any business other than the Business or any material change in the Business;

(b) any amendment or other variation to the Articles, including any proposal to increase the authorized share capital of the Corporation or any proposal to create, reclassify, redesignate, subdivide, consolidate or otherwise change any Shares (whether issued or unissued), provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization, arrangement, amalgamation or merger;

(c) any dissolution, liquidation or winding-up of the Corporation or other distribution of the assets of the Corporation for the purpose of winding-up its affairs, whether voluntary or involuntary, except where such dissolution, liquidation or winding-up or other distribution is done voluntarily by the Corporation in order to reorganize its corporate structure provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization;

(d) any transaction between the Corporation and any Person not dealing at arm's length with the Corporation or any of the Shareholders or any transactions by the Corporation for the benefit of any of the Shareholders or any Person not dealing at arm's length with the Corporation or any of the Shareholders, including any guarantee by the Corporation of any obligations of any such Person; provided, however, that the Corporation may enter into employment agreements with its employees in the ordinary course of business;

(e) the issuance of any shares in the capital of the Corporation or any securities, warrants, options or rights convertible into, exchangeable for, or carrying the right to subscribe for, shares in the capital of the Corporation;

(f) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any shares in the capital of the Corporation;

(g) any change in the auditors of the Corporation;

(h) any proposed sale, lease, exchange or other disposition of property or assets of the Corporation other than in the ordinary course of business;

(i) any purchase of assets or shares by the Corporation other than in the ordinary course of business, including without limitation any investment in or purchase of any business by the Corporation, whether directly or by acquiring the entity through or by which the business is operated or in any other manner;

(j) the hiring or dismissal by the Corporation of a manager of its business or any other senior executive or key employee of the Corporation and the determination of, or any material alteration in, the remuneration and compensation or other terms and conditions of employment of such manager or employees;

(k) any change in the number of Directors on the Board.

2.17. Business Plan. At least 14 days prior to the end of each fiscal year, the Corporation shall prepare an updated business plan for the next fiscal year period of the Corporation. A copy of the business plan will forthwith be provided to each of the Shareholders for approval. The Board will be entitled to revise the business plan at any time and from time to time in accordance with this Agreement.

2.18. Budgets. Prior to the commencement of each fiscal year, the President or Chief Executive Officer of the Corporation shall prepare and present to the Directors an annual operating and capital expenditures budget for the following fiscal year, which budget will be subject to final approval by resolution of the Directors. Any variance in budgeted items of greater than 25% per item shall be set out in a statement to be delivered to the Directors and each Shareholder concurrently with the delivery of financial statements, at agreed upon intervals, to the Directors and each Shareholder as set out in this Agreement. Any capital expenditure in excess of $________ (________), individually or in aggregate, which (i) does not appear on a budget approved by the Directors, or (ii) exceeds by more than 25% of the amount of such capital expenditure appearing on a budget approved by the Directors, will require approval of the Directors.

2.19. Books and Records. The Corporation shall maintain books of account at its registered office which shall contain accurate and complete records of all transactions, receipts, expenses, assets and liabilities of the Corporation. Any Shareholder may, at any time during usual business hours and without causing unreasonable disruption of the operations of the Corporation, cause such Shareholder's employees, agents, professional advisors or other authorized representatives to review any of the books and records of the Corporation.

2.20. Information to be Provided to Shareholders. The Corporation shall maintain proper, complete and accurate books and accounts in accordance with generally accepted accounting principles consistently applied and in effect from time to time. The Corporation shall supply on a timely basis all necessary financial and other information to the Shareholders as of the end of their respective fiscal and/or tax accounting years in order to permit each Shareholder to comply on a timely basis with its respective reporting, tax and other requirements imposed by law or otherwise. Each Shareholder will also be entitled to receive from the Chief Financial Officer of the Corporation:

(a) within 90 days following the end of each fiscal year of the Corporation, a copy of the Corporation's audited financial statements (if audited) for such fiscal year, including a balance sheet as at the end of such fiscal year and statements of changes in financial position and profit and loss for such fiscal year, together with notes to such financial statements, management discussion and analysis of financial condition and results of operation, comparative statements for the prior fiscal year, a comparison to the statements included in the last approved Business Plan;

(b) when available following the end of each fiscal year of the Corporation, a post-audit review letter of the Corporation's auditors for such fiscal year, if such an audit was performed.

2.21. Auditors. The Directors shall from time to time appoint auditors for the Corporation (the "Auditors"). Unless otherwise agreed, the Corporation shall cause the Auditors to prepare and deliver to each of the Shareholders, as soon as possible after each fiscal year end, audited financial statements for the applicable fiscal year, including a balance sheet, a statement of earnings and retained earnings and a statement of source and application of funds, together with an audit report. For the foregoing purposes, the Auditors will have access to all books of accounts, records and all vouchers, cheques, papers and documents of or which may relate to the Corporation.

2.22. Deposit of Shares and Power of Attorney. Upon the execution of this Agreement and throughout the term of this Agreement, each Shareholder shall deposit any original share certificates representing its issued Shares with the Secretary or Treasurer or any other officer of the Corporation, duly executed for transfer in blank on the reverse of such share certificates. Each Minority Shareholder acknowledges that in the event that they fail to execute or cause to be executed all such agreements and documents as may be necessary under this Agreement, the Act, the Corporation's articles and by-laws or otherwise, to enable the completion of a Sale Transaction or a sale under Article "CESSATION OF INVOLVEMENT IN THE CORPORATION" or Article "FAIR MARKET VALUE", the Secretary or such other officers may execute and deliver all such agreements and documents as may be required to be executed and delivered by them pursuant to this Agreement (and for such purposes each Minority Shareholder irrevocably constitutes and appoints the Secretary or such other officer as the true and lawful attorney for the Minority Shareholder with full power of substitutions in the name and on behalf of the Shareholder, with no restriction or limitation in that regard). This power of attorney shall not be revoked or terminated by any act or thing nor, to the extent permitted by law, by the death or disability of the Shareholder (in which case the heir, executors, administrators and estate shall be bound hereby to the maximum extent permitted by law), unless this Agreement is terminated. This power of attorney supersedes any prior delegation of authority that conflicts with it.

ARTICLE 3
CORPORATE FINANCE AND CAPITAL REQUIREMENTS

3.1. Additional Capital. Except as provided in this Agreement, or as agreed by a particular Shareholder, none of the Shareholders will be obligated to acquire additional Shares or to make loans to the Corporation, or guarantee its indebtedness or provide any other financial assistance. It is the intention of the parties that further funds required by the Corporation from time to time will be obtained, to the extent possible, by borrowing from a Canadian chartered bank or other lender acceptable to the Board of Directors and Shareholders.

3.2. Preemptive Rights.

(1) Except as the Shareholders otherwise agree by a majority, each offering by the Corporation of Shares will be made in accordance with this Section, other than employee stock option plans, acquisitions using shares approved by the Board, existing convertible securities, shares issued as a dividend, shares issued in a financing and other exceptions from the requirement to make an offering to all Shareholders, as applicable.

(2) Each offer will be made to the then Shareholders in proportion to the number of Shares respectively held by the Shareholders at the date of the offer. Each offer will be made in writing by the Secretary or Treasurer of the Corporation, which will state the price at which the Shares are being offered, as determined from time to time by the Board. The offer will also state that any Shareholder who desires to subscribe for Shares in excess of their proportion shall, in their subscription, specify the number of Shares in excess of their proportion which the Shareholder desires to purchase. If any Shareholder does not subscribe for their proportion, the unsubscribed Shares will be used to satisfy the subscriptions of the Shareholders for Shares in excess of their proportion. If the subscriptions in excess are more than sufficient to exhaust the unsubscribed Shares, the unsubscribed Shares will be divided pro rata among the Shareholders desiring Shares in excess of their proportion in proportion to the number of Shares held by them respectively at the time of the offer, but no Shareholder will be bound to take any Shares in excess of the amount the Shareholder so desires.

(3) If all of the Shares of any issue are not subscribed for within a period of 90 days after the same Shares are offered to the Shareholders pursuant to the provisions of this Section, the Corporation shall, during the following period of 90 days, offer all or any of the Shares not taken up by the Shareholders to any Person who is not a Shareholder, but the price at which the Shares may be allotted and sold will not be less than the subscription price offered to the Shareholders, pursuant to this Section.

(4) Every issue of Shares will be subject to the condition that the subscriber therefor shall, if not a party, agree to be bound by the terms of this Agreement and become a party in accordance with this Agreement. Every issue shall be further subject to applicable securities legislation.

ARTICLE 4
SHARE OWNERSHIP AND RESTRICTIONS ON TRANSFER

4.1. Restrictions on Transfer.

(1) No Shareholder may Transfer any of the Shares owned by it except to Persons in the manner expressly permitted in the Articles and herein. Any attempted Transfer of Shares made in violation of this Agreement will be null and void. Neither the Board of Directors nor the Shareholders may approve or ratify any Transfer of Shares made in contravention of this Agreement and the Corporation shall not permit any such Transfer to be recorded on the share register of the Corporation maintained for the Shares.

(2) From and after the date of an attempted Transfer, unless otherwise expressly provided in this Agreement and subject to applicable law, all rights of the Shareholder purporting to make the Transfer will be suspended and inoperative and no Person will be entitled to vote on such Shares or receive dividends or other distributions until the Transfer is rescinded by the transferor and transferee.

4.2. Permitted Transferees

(1) Subject to the provisions of this Section, each Shareholder (a "Transferor") will be entitled, upon prior written notice to the Corporation and the other Shareholders, to Transfer the whole or any part of its Shares to any Permitted Transferee of the Transferor. No such Transfer will be or become effective until the Permitted Transferee executes and delivers to the Corporation a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the other Parties agreeing to be bound by the terms and conditions of this Agreement. No such Transfer shall release or discharge the Transferor from any of its liabilities or obligations under this Agreement until it becomes effective and then only to the extent provided in this Agreement.

(2) "Permitted Transferee" means, in relation to any Person, any one or more of:

(a) The Person's spouse;

(b) The issue of the Person;

(c) A trust, the sole beneficiaries of which are any person or persons specified in any one or more subsections of this definition; and

(d) A corporation, partnership, limited partnership or other person, a majority of the voting securities or other ownership interests of which are owned by any person or persons specified in any one or more subsections of this definition.

(3) The Transferor will, at all times after the transfer of Shares to a Permitted Transferee, (i) be jointly and severally liable with the Permitted Transferee for the observance and performance of the covenants and obligations of the Permitted Transferee under this Agreement, (ii) indemnify the other Parties against any loss, damage or expense incurred as a result of the failure by the Permitted Transferee to comply with the provisions of this Agreement, and (iii) ensure that the Permitted Transferee remains qualified as a Permitted Transferee for so long as it owns any Shares.

(4) Proper income tax planning shall be undertaken prior to executing such transfer.

ARTICLE 5
TRANSFERS TO THIRD PARTIES AND RIGHT OF FIRST REFUSAL

5.1. Third Party Offer.

(1) No Shareholder may Transfer any Shares to any Person other than to a Permitted Transferee and in compliance with this Article.

(2) If any Shareholder (the "Offeror") receives a bona fide written offer (a "Third Party Offer") from any Person dealing at arm's length (as defined in the Income Tax Act (Canada)) with the Parties (the "Buyer") to purchase all, but not less than all of the Shares owned by the Offeror (the "Purchased Shares"), which Third Party Offer is acceptable to the Offeror, the Offeror shall, by notice in writing to the other Shareholders (the "Offerees"), make an offer (the "Offer") to sell the Purchased Shares to the Offerees at the same price and upon the same terms and conditions as are contained in the Third Party Offer.

(3) Each Offeree will have a period of ten (10) Business Days from the date the Offer is received (the "Offer Period") to accept the Offer in writing, and each Offeror who accepts such Offer shall specify whether the Offeree (i) wishes to accept the Offer on the condition that it is able to purchase all of the Purchased Shares, or (ii) wishes to accept the Offer on the condition that it is able to purchase its rateable portion of the Purchased Shares or the number of Purchased Shares in excess of its rateable portion it is willing to purchase.

5.2. Acceptance of Offer.

(1) If the Offer is accepted by Offerees within the Offer Period and such Offerees have indicated their willingness to purchase, in the aggregate, all of the Purchased Shares, then the Offeror shall sell and the Offerees shall purchase the Purchased Shares upon the terms and conditions contained in the Offer. In such case, the Offerees shall purchase the Purchased Shares from the Offeror rateably and any Purchased Shares in excess of an Offeree's rateable portion shall be allocated pro rata based on those Offerees willing to purchase in excess of their rateable proportion pursuant to their acceptance of the Offer provided that no Offeree will be required to purchase Purchased Shares below his or her rateable portion or in excess of the number of Purchased Shares specified in its acceptance of the Offer.

(2) The closing of the transaction of purchase and sale pursuant to the Offer (a "Sale Transaction") will take place on the date which is thirty (30) days after the expiry of the Offer Period (the "Date of Closing").

5.3 Third Party Sale. If no Offeree accepts the Offer during the Offer Period or if not all of the Purchased Shares are accepted to be purchased, then, subject to the provisions of this Section 5.3 and Section 5.4 and Section 5.5, the Offeror will be entitled, within a period of sixty (60) days after the expiry of the Offer Period, to sell the Purchased Shares to the Buyer in accordance with the Third Party Offer.

5.4. Piggy-Back Rights.

(1) If an Offeror is entitled to and proposes to sell its Shares in accordance with the Third Party Offer pursuant to Section 5.3, and if the sale of the Purchased Shares would result in a Change of Control of the Corporation, the Offeror shall, at least ten (10) Business Days prior to the date specified for completion of the Third Party Offer, give notice in writing (a "Disposition Notice") to the Offerees.

(2) Each Offeree will have the right, exercisable within Five Business Days of receipt of a Disposition Notice, upon notice in writing to the Offeror and the Buyer (the "Piggy-back Notice"), to require the Buyer to purchase all, but not less than all, of the Shares held by such Offeree, at the time of completion of, and upon the same terms and conditions as those contained in, the Third Party Offer.

(3) If any Offeree gives a Piggy-back Notice to the Offeror and the Buyer within such period, then the Offeror will be entitled to sell the Purchased Shares to the Buyer pursuant to the Third Party Offer only if such Buyer also offers to purchase from the Offeree all of the Shares held by the Offeree, conditional upon the completion of the transaction of purchase and sale contemplated in the Third Party Offer.

(4) The Shareholders who have accepted or been deemed to have accepted an offer under this Section 5.4 will be the "Vendor" and the parties who have elected or are required to purchase Shares under this Section 5.4 will be the "Purchaser".

5.5. Drag Along Requirement.

(1) If any of the Shareholders receive a bona fide offer (a "Take-Over Bid") from a third party (the "Bidder") dealing at arm's length (as defined in the Income Tax Act (Canada)) with them which they wish to accept and if the Take-Over Bid contains a provision to the effect that the Bidder will complete the sale contemplated by the Take-Over Bid only if the Bidder acquires all of the issued and outstanding Shares, the recipient Shareholder (the "Bid Recipient") will immediately advise the Other Shareholders of the Take-Over Bid. If Shareholders holding not less than fifty-one (51%) percent of the Shares wish to accept the Take-Over Bid, such Shareholders shall have the right to require the Other Shareholders on ten (10) days' notice in writing (a "Compulsory Sale Notice") to sell all of the Shares held by them to the Bidder pursuant to the terms of the Take-Over Bid.

(2) If the Shareholders give a Compulsory Sale Notice to the Other Shareholders, then each of them shall be obligated to sell all of the Shares held by it, upon the terms specified in the Take-Over Bid to the Bidder, conditional upon the completion of the transaction of purchase and sale contemplated in the Take-Over Bid.

(3) Each Shareholder acknowledges that in the event that it receives a Compulsory Sale Notice and it fails to execute or cause to be executed all such agreements and documents as may be necessary under the Act, the Articles, or otherwise to enable the Shares held by it to be sold to the Bidder as provided in this Section, the Bid Recipient and the Other Shareholders who have sent the Compulsory Sale Notice may, and each Shareholder irrevocably constitutes and appoints any other Shareholder who complies with this Section as the true and lawful attorney for such Shareholder with full power of substitutions in the name of and on behalf of such Shareholder in accordance with the Powers of Attorney Act (Alberta), with no restriction or limitation in that regard and declaring that such power of attorney may be exercised during any subsequent legal incapacity on its part, execute and deliver all such agreements and documents as may be necessary to permit the sale of such Shares to the Bidder to be completed as provided in this Agreement and reflected on the books of the Corporation. Such appointment is coupled with an interest and this power of attorney shall not be revoked or terminated by any act or thing unless this Agreement is terminated or unless such Shareholder ceases to be bound by the provisions of this Agreement. Such power of attorney supersedes any other power of attorney which may have been granted by a Shareholder.

ARTICLE 6
SHOTGUN PROVISION

6.1. Offer to Purchase. If any Shareholder (the "Offering Shareholder") desires to purchase the Shares owned by the remaining Shareholders (the "Remaining Shareholders"), the Offering Shareholder shall make an offer (the "Shotgun Offer") in writing to the Remaining Shareholders to purchase all, but not less than all, of the Shares owned by the Remaining Shareholders. The Offering Shareholder shall specify in the Shotgun Offer the terms of the purchase and sale including the price (the "Shotgun Price") to be paid for the Shares owned by each of the Remaining Shareholders.

6.2. Acceptance or Counteroffer by Remaining Shareholders. Within fifteen Business Days after the receipt by the Remaining Shareholders of the Shotgun Offer pursuant to the previous Section, each Remaining Shareholder shall advise the Offering Shareholder in writing either:

(a) That the Remaining Shareholder accepts the Shotgun Offer to sell its shares on the terms and conditions set out in the Shotgun Offer; or

(b) That the Remaining Shareholder elects to purchase Shares owned by the Offering Shareholder on the terms and conditions set forth in the Shotgun Offer, mutatis mutandis, in which case the Remaining Shareholder shall specify whether it (i) elects to make such purchase on the condition that it is able to acquire all of such Shares or (ii) elects to make such purchase for only its rateable portion of such Shares or the number of shares in excess of its rateable portion it is prepared to purchase.

If all Remaining Shareholders elect to purchase all of the Shares of the Offering Shareholder, then (i) they will be conclusively deemed to have made an offer to purchase the Shares of the Offering Shareholder on the terms and conditions, including the Shotgun Price, set out in the Shotgun Offer, mutatis mutandis, and the Offering Shareholder will be conclusively deemed to have accepted such offers of the Remaining Shareholders, and (ii) where more than one Remaining Shareholders have made such election, each Remaining Shareholder shall purchase from the Offering Shareholder its rateable portion of such Offering Shareholder's Shares and any Offering Shareholder's Shares in excess of each Remaining Shareholder's rateable portion will be allocated pro rata based on those Remaining Shareholders willing to purchase in excess of their rateable proportion pursuant to their election provided that no Remaining Shareholder will be required to purchase any Offering Shareholder's Shares below his or her rateable portion or in excess of the number of shares specified in its election.

If (i) all Remaining Shareholders accept the Shotgun Offer for all of the Offering Shareholder's Shares, (ii) there are Offering Shareholder's Shares which no Remaining Shareholder is prepared to purchase, or (iii) the Remaining Shareholders fail to advise the Offering Shareholder in writing within the period specified above their intention to purchase the Shares of the Offering Shareholder, then (i) the Remaining Shareholders will be conclusively deemed to have accepted the Shotgun Offer to sell their Shares on the terms and conditions set out in the Shotgun Offer, and (ii) the Offering Shareholder shall purchase from each Remaining Shareholder its Shares.

6.3. Purchase Price. The purchase price for the Shares of the Shareholder who has accepted or been deemed to have accepted an offer under the previous Section (the "Purchased Shares") will be an amount equal to the Shotgun Price (the "Purchase Price").

6.4. Intervening Death. If a Shareholder becomes an Inactive Shareholder as a result of the death of the Shareholder or its Principal, the provisions of Article 7 will apply and the provisions of the present Article (except for this section) will be suspended until completion of the Sale Transaction contemplated by Article 7.

ARTICLE 7
CESSATION OF INVOLVEMENT IN THE CORPORATION

7.1. Inactive Shareholders. A Shareholder will be deemed to be an Inactive Shareholder immediately following the occurrence of any of the following events (each a "Triggering Event"):

(a) on the date of the death or disability of its Principal or, if such Shareholder is an individual, on the date of death or disability of such Shareholder;

(b) on the date immediately preceding the date on which a Shareholder or its related Principal is declared bankrupt, makes a proposal in bankruptcy, becomes the subject of bankruptcy or other similar proceedings which are not being contested in good faith, makes an assignment for the benefit of creditors or otherwise acknowledges its insolvency; or

(c) on the date the Principal, or if such Shareholder is an individual, on the date the Principal or Shareholder has become the subject of an application or proceeding brought by a spouse under the Family Law Act (Alberta) or similar applicable legislation that determines that the spouse is entitled to Shares (or shares of the Shareholder if not an individual); or

(d) On the day a Transfer of Shares is made by a Shareholder contrary to the terms of this Agreement; or

(e) On the day a Principal's employment with the Corporation is terminated by the Corporation, or, if such Shareholder is an individual, on the date the employment of such Shareholder is terminated by the Corporation; or

(f) On the day that a Principal's employment with the Corporation is terminated by a voluntary resignation of the Principal or, if such Shareholder is an individual, on the date such Shareholder's employment with the Corporation is terminated by a voluntary resignation.

Each Shareholder or Principal, or its executor, administrator, or other legal or personal representative, as the case may be, (each being a "Representative"), shall give notice in writing to the Corporation promptly following the occurrence of a Triggering Event.

7.2. Irrevocable Option to Purchase Shares of Inactive Shareholder. Each Shareholder grants to the other Shareholders an irrevocable option (which option shall not be revoked by the death of the Shareholder or its Principal) (the "Purchase Option"), exercisable in the event that it becomes an Inactive Shareholder, to purchase all but not less than all of the Shares held by it and its Permitted Transferees (the "Purchased Shares").

The Corporation shall deliver a notice to each Shareholder other than the Inactive Shareholder (the "Other Shareholders") immediately following the receipt of notice of, or otherwise becoming aware of, a Triggering Event. The Purchase Option shall be exercisable by the Other Shareholders at any time within twenty Business Days following receipt of notice of the Triggering Event (the "Exercise Period") upon notice in writing (the "Exercise Notice") to the Inactive Shareholder or its Representative and the Corporation.

If the Other Shareholders elect to exercise the Purchase Option, they will be entitled to purchase the Purchased Shares pro rata in the proportion that each of their holdings of Shares bears to the total number of Shares held by the Remaining Shareholders or in such other proportions as the Other Shareholders may mutually agree and such purchase may be made by one or more Other Shareholders jointly or by any one of them alone.

7.3. Compulsory Purchase by Corporation. If a Shareholder becomes an Inactive Shareholder pursuant to Section 7.1 and the Other Shareholders do not exercise the Purchase Option or require the Corporation to purchase the Purchased Shares pursuant to Section 7.2,the Inactive Shareholder or its Representative shall have the right, upon notice to the Corporation (the "Compulsory Purchase Notice") within twenty (20) Business Days following the expiry of the Exercise Period (the "Compulsory Purchase Period"), to require the Corporation to purchase the Purchased Shares.

7.4. Purchase Price for Shares. The purchase price (the "Purchase Price") for the Purchased Shares of the Inactive Shareholder (the "Vendor") shall be the product obtained by multiplying the number of Purchased Shares and the Fair Market Value per Share determined in accordance with the provisions of Article 8.

7.5. Suspension of Certain Provisions. Following a Triggering Event pursuant to Section 7.1, an Inactive Shareholder will only be entitled to transfer its Shares in accordance with this Article and the provisions of any other buy-sell clause of this Agreement will be suspended and inoperative with respect to such Inactive Shareholder.

ARTICLE 8
FAIR MARKET VALUE

8.1. Definitions.

"Expert" means an accounting or valuation firm to be agreed upon by the Shareholders.

"Fair Market Value" means, for the purposes of valuation by the Expert hereunder, the highest cash price in terms of money which would be obtained as at the date specified in the applicable section hereof if all the Shareholders of the Corporation sold all of their respective Shares in an open and unrestricted market (recognizing that the Shares are securities of a corporation which cannot offer its securities to the public) without compulsion to a willing and knowledgeable purchaser acting at arm's length (as defined in the Income Tax Act (Canada)) and where in determining such Fair Market Value: (1) the value of each common share is based on the value of all common shares; (2) no diminution or accretion in value is attributed to any majority or minority interest; (3) the value of any insurance on the life of any Shareholder or employee and the proceeds of such insurance shall be excluded; and (4) the value of all intangible and unrecorded assets is included.

8.2. Determination of Fair Market Value. In circumstances where a Triggering Event has occurred, the Fair Market Value per Share will be estimated by the Board of Directors. In the event the Inactive Shareholder disagrees with such determination, the Corporation will instruct the Expert to prepare and deliver to the Corporation and the parties within thirty (30) days a report setting forth such firm's estimate of the Fair Market Value per Share and the basis upon which such an estimate has been calculated, which shall be based upon the definitions set forth in this Article. The determination of the Expert shall be final and binding on the parties, absent manifest error.

The costs and expenses of the Expert will be paid by the Corporation unless the determination of the Expert is within 10% of the estimate provided by the Board of Directors, in which case the disputing Inactive Shareholder shall pay all costs and expenses of the Expert.

ARTICLE 9
GENERAL SALE PROVISIONS

9.1. Application of Sale Provisions. Except as may be otherwise expressly provided for in this Agreement, the provisions of this Article shall apply to any sale of Shares between or among Shareholders, any sale of Shares by a Shareholder to a third party pursuant to Article 5 or, to the extent applicable, between Shareholders and the Corporation pursuant to the provisions of this Agreement.

For the purpose of this Article 9, the terms "Vendor", "Purchaser", "Date of Closing", "Time of Closing", "Purchase Price" and "Purchased Shares" with respect to any Sale Transaction shall have the meanings specified in Articles 5, 6, 7 and 8, as the case may be.

9.2. Obligations of Vendor. At or prior to the Time of Closing, the Vendor shall:

(a) Assign and transfer to the Purchaser the Purchased Shares and deliver the share certificate(s) representing the Purchased Shares duly endorsed for transfer to the Purchaser or as directed by it;

(b) Do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any Liens whatsoever;

(c) Deliver to the Corporation and the Purchaser all necessary documents (which documents must be in form and substance reasonably and satisfactory to the solicitors for the Purchaser) required to transfer to the Purchaser the indebtedness of the Corporation and the other Shareholder to the Vendor or to otherwise comply fully with the intent of this Agreement;

(d) Deliver to the Corporation signed resignations of the Vendor and its nominees, if any, as Directors, officers and employees of the Corporation, as the case may be;

(e) Deliver to the Corporation releases by the Vendor and its nominees, if any, of all claims against the Corporation with respect to any matter or thing up to and including the Time of Closing in their capacities as Directors, officers, Shareholders, employees or creditors of the Corporation, as the case may be.

9.3. Release of Guarantees. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation or the remaining Shareholders, then the Corporation shall use its best efforts to deliver or cause to be delivered to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the Time of Closing. If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantees, security or covenant is not obtained, the Corporation shall deliver to the Vendor, the Principal and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant.

9.4. Repayment of Debts. If, at the Time of Closing, the Corporation is indebted to the Vendor in an amount recorded on the books of the Corporation and verified by the Accountant, the Corporation shall repay such amount to the Vendor at the Time of Closing. If, at the Time of Closing, the Vendor is indebted to the Corporation in an amount recorded on the books of the Corporation and verified by the Accountants, the Vendor shall repay such amount to the Corporation at the Time of Closing and, if the Vendor fails to make such repayment, the Purchaser will be required to pay the amount of such indebtedness to the Corporation from the Purchase Price and the amount of the Purchase Price payable to the Vendor will be reduced accordingly.

9.5. Payment of Purchase Price. Unless otherwise agreed in the Sale Transaction and permitted by this Agreement, the Purchase Price (less an amount withheld equal to the face amount of any indebtedness of the Vendor to the Corporation or the other Shareholders or to repay a Lien) must be paid by the Purchaser in full by cash or bank draft at the Time of Closing.

9.6. Non-compliance 8825 Conditions. 52 52 252 5822 22 8828822 (8) 252 255855825 555528 552 222 2522 525 88255 22 588 28228 25 552 8582282 22 522 88255285822 255 52525 5228885882 858, 252 255855825 252, 8825252 252255882 22 522 22525 582528 85885 82 252 5582, 2522 252 2522222 228288552 22 52252 8585 28228 525/25 2522 252 2522222 22 255 52858525, 58 252 8582 252 82; 525 82 2585 8585 8582 252 25585582 25882 2525882 82 252 255855825 225 252 255855825 555528 85588 82 852882825, 82 85282 25 82 2552, 58 252 8582 252 82, 82 8585 25222228 525 252 522522 82 2585 8888 82 52558225 2522 252 25585582 25882 2525882 52 252 5822 22 8828822.

9.7. Non-Completion by Vendor.

(1) If, at the Time of Closing, the Vendor fails to complete the Sale Transaction, the Purchaser shall have the right, if not in default under this Agreement, without prejudice to any other rights which it may have, make payment of the Purchase Price payable to the Vendor at the Time of Closing by depositing such amount to the credit of the Vendor in the main branch of the Corporation's bankers in ________. Such deposit shall constitute valid and effective payment of such amount to the Vendor irrespective of any action the Vendor may have taken to transfer or grant of Lien on the Purchased Shares. If the Purchase Price has been so paid, then from and after the date of deposit, the Sales Transaction shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity and to the Purchased Shares shall conclusively be deemed to have been transferred to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares of the Vendor or of any transferee or assignee of the Vendor shall cease. The Purchaser shall also have the right to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, share certificates, resignations and other documents that may be necessary to complete the Sale Transaction and each Shareholder, to the extent it may be a Vendor, irrevocably appoints any Shareholder who becomes a Purchaser in a Sale Transaction as its attorney, in accordance with the Powers of Attorney Act (Alberta), with no restriction or limitation in that regard and declaring that this power of attorney may be exercised during any subsequent legal incapacity on its part.

(2) The Vendor shall be entitled to receive the amount deposited with the Corporation's bankers pursuant to Section 9.7(2) together with the releases and indemnities to which it may be entitled pursuant to Section9.3and Section 9.4 on delivery to the Purchaser of the documents referred to in 9.2 and in compliance with all other provisions of this Agreement.

9.8. No Joint Liability. For greater certainty, the Parties acknowledge and agree that where a Sale Transaction involves more than one Purchaser, the Purchasers in such Sale Transaction are not jointly liable for the payment of the Purchase Price for the Purchased Shares and any indebtedness purchased, but are only liable for their proportionate share.

9.9. Consents. The Parties acknowledge that the completion of any Sale Transaction shall be subject, in any event, to the receipt of all necessary governmental and regulatory consents and approvals to the transfer of Shares contemplated thereby.

ARTICLE 10
CONFIDENTIAL INFORMATION

10.1. Confidential Information.

(1) Each Shareholder acknowledges that in their capacity as a Shareholder or principal of a Shareholder, Director, employee or officer of the Corporation they may from time to time be entrusted with information of a privileged and confidential nature which, upon disclosure, would be highly prejudicial to the interests of the Corporation (collectively the "Confidential Information").

(2) Each Shareholder acknowledges and agrees that the right to possess and maintain confidential all such Confidential Information constitutes a proprietary right of the Corporation which the Corporation is entitled to protect.

(3) Each Shareholder agrees that it will not at any time, whether then a Shareholder of the Corporation or not, directly or indirectly disclose Confidential Information to any Person not authorized by the Corporation to receive such information.

(4) Each Shareholder shall return all property, written information and documents of the Corporation and all Confidential Information and all copies of the same, whether in written, electronic or other form to the Corporation or certify as to such information's destruction forthwith upon his or her cessation as a Shareholder.

(5) For greater certainty, nothing in this Agreement imposes liability upon any Shareholder for making disclosures of confidential information where such disclosure:

(a) is required by law or court order; or

(b) is otherwise disclosed not as a result of a breach by the Shareholder of their obligations hereunder.

ARTICLE 11
NON-COMPETITION

11.1. Restriction on Competition. Each Shareholder (each a "Covenantor") agrees with each of the other Shareholders and the Corporation (the "Covenantees") that, from the execution of this Agreement and until the expiry of two (2) years from the date the Covenantor ceases to be a Shareholder of the Corporation (the "Binding Period"), the Covenantor will not, directly or indirectly, either alone or in partnership or in conjunction with any Person or Persons as principal, agent, Shareholder or in any other manner whatsoever:

(a) carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit their name or any part thereof to be used or employed by any Person engaged in or concerned with or interested in any business competitive with the Business or any aspect thereof as conducted at any time during the Binding Period; or

(b) solicit, interfere with or attempt to solicit or adversely interfere with any supplier, employee, customer or client of or to the Corporation or any Shareholder away from the Corporation other than in the case of an employee through a general solicitation by a newspaper, internet or similar advertisements of a general nature.

Notwithstanding the foregoing, this Section shall not prevent: (i) a Shareholder from purchasing as a passive investor up to 50% of the outstanding publicly traded shares or other securities of any issuer listed on a recognized stock exchange (a "Public Company"); or (ii) a change of control of a corporate Shareholder whereby a Public Company becomes the controlling Shareholder of such Shareholder, provided, however, that such Public Company cannot be controlled by a Shareholder.

ARTICLE 12
DISPUTE RESOLUTION

12.1. Dispute resolution. If any dispute or controversy occurs between the parties relating to the interpretation or implementation of any of the provisions of this Agreement, such dispute will be resolved by arbitration. Such arbitration will be conducted by a single arbitrator. The arbitrator will be appointed by agreement between the parties or, in default of such agreement, such arbitrator will be appointed by a Judge of the Superior Court of Justice upon the application of any of the parties and such judge will be entitled to act as such arbitrator, if he or she so desires. The procedure to be followed will be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration will proceed in accordance with the provisions of the laws of the province of Alberta. The arbitrator will have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator will be final and binding and no appeal will lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

ARTICLE 13
GENERAL

13.1. Term of Agreement. This Agreement shall terminate on the earlier of:

(a) the date on which a Person becomes the registered and beneficial owner of all the Shares;

(b) the date this Agreement is terminated by a written agreement of all of the Shareholders;

(c) the date upon which there is an initial public offering of Shares; or

(d) the date upon which the Corporation is wound-up, liquidated or dissolved, whether voluntarily or involuntarily.

Notwithstanding the foregoing, the provisions of Sections "Confidentiality" and "Non-Competition" and any other obligations under this Agreement which by their terms survive the termination of this Agreement, shall survive the termination of this Agreement.

13.2. Further Assurances. The parties shall sign such further and other documents, cause such meetings to be held, cause such resolutions to be passed and such by-laws to be enacted, exercise their vote and influence and do and perform (and cause to be done and performed) such further and other acts or things as may be necessary or desirable in order to give full effect to this Agreement and every part of it. Any actions required to be taken pursuant to this clause will be undertaken at the sole cost and expense of the party undertaking such actions. The parties agree that they will at all times be faithful to the others and will do their best to further the interests of the Corporation and will at all times cast their votes for the election of the persons as provided in this Agreement as Directors of the Corporation, and will at no time cast their vote as a Director or Shareholder for the purpose of ousting the other parties from the office, nor shall any of the parties take any measure by way of entering into a conspiracy or agreement for the purpose of ousting the other parties from office or for doing that which may prove detrimental to the interests of any of the parties.

13.3. Copy of Agreement. The Corporation shall keep a true copy of this Agreement at its registered office, and on reasonable prior notice from any party, the Corporation shall make the same available for examination by such party during the Corporation's regular hours of business at such office.

13.4. Notices. All notices, requests, demands or other communications required or permitted to be given by one party to another pursuant to this Agreement will be given in writing by personal delivery, courier service, registered mail (postage prepaid), e-mail, or facsimile transmission, addressed or delivered to such other parties at the addresses indicated in the introductory clause or at such other address of which written notice is given to the other parties. Such notices, requests, demands or other communications will be deemed to have been received when delivered, or, if mailed, on the fifth Business Day after the mailing thereof, or, if sent by facsimile transmission, on the second Business Day after confirming transmission. If a notice, request, demand or other communication is delivered by registered mail, and regular mail service will be interrupted by strikes or other irregularities on or before the fifth Business Day after the mailing thereof, such notice, request, demand or other communication will be deemed to have been received only upon personal delivery thereof.

13.5. Applicable Law. This Agreement and all other documents provided for in this Agreement will be governed by and construed exclusively in accordance with the laws of the province of Alberta, and the laws of Canada in effect in Alberta. For litigation arising from this Agreement, the parties submit to the exclusive jurisdiction of the courts of the province of Alberta, and to any other court having jurisdiction over the party solely to enforce a judgment of a court of the province of Alberta. Neither party shall seek to enforce an order that has its origin in any court other than the courts of the province of Alberta.

13.6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the Shareholders.

13.7. Amendment. This Agreement shall not be amended, altered or qualified except by an instrument in writing signed by all of the parties.

13.8. No Waiver. No party to this Agreement will be deemed to have waived any provision of this Agreement unless such waiver is in writing, and then such waiver will be limited to the circumstances set forth in such written waiver. No failure or delay on the part of a party in exercising any right, power or remedy will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by a party of a default will operate against such party as a waiver of such default unless made in writing and signed.

13.9. Severability. 552 555525285258 58222882522 2552 82 5 5882522 8228222 252 555525285258 558828 252 22 2588 825222222 25 252 8582282 252225 22 2588 825222222, 2522 82585 8522 252 82552 22 822252522 252 825222222 58 2288288:

5) 8825 5282282 22 522 252888822 2552 82 52858 5222225825882, 82 225822822 2552 252888822 22 252 2828252 252222 228288552 22 2522 82 22225825882, 25 82 2552 225828852822 88 222 225282225 82 858, 82 588522555822 2552 252888822;

8) 82 52 5222225825882 252888822 88 22582825 25 58852255525 82 5882555282 8825 252 2528222 8282822, 82 5285822 2552 252 5282 22 252 825222222 8888 522582 82 222282 58 8582222;

8) 82 5285822 2552 522 5222225825882 252888822 8888 522582 58 8582222 82 522 8858528252828 22525 2552 25282 82 85885 252 252888822 88 5285 22 82 5222225825882;

5) 82 225822822 25 588522555822 252 5222225825882 252888822 82585 528582 82 5 2588552 22 52 288222858 2552282 22 2588 825222222, 82 5285822 252 222852 825222222 5222225825882.

13.10. Independent Legal Advice. Each of the Shareholders acknowledges that (i) they have been advised to obtain independent legal advice with respect to this Agreement, (ii) they have obtained independent legal advice or have expressly determined not to seek such advice, and (iii) they are entering into this Agreement of their own free will with full knowledge of the contents of this Agreement and their rights and obligations under this Agreement.

13.11. Counterparts. If the Parties sign this Agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.

_____________________________

________

Date:

_____________________________

________

Date: