Ontario Section 85 Rollover Agreement (Assets for Preferred Shares) by Megadox

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									                         SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated the _____ day of ______________, _______.

BETWEEN:

              [HOLDCO], a corporation incorporated under the laws of Ontario,
              and having an office address at [city], Ontario (hereinafter referred
              to as the “Purchaser”)
                                            - and -

              [SHAREHOLDER NAME], an individual residing at the City of
              [city], in the Province of Ontario (hereinafter referred to as “the
              Vendor”)


                                ARTICLE I - DEFINITIONS
1.01 In this Agreement, including the recitals, the following terms shall have the following
meanings:
(a)    “Closing” and “Closing Date” shall mean [insert date of closing], or such other date as
       the parties hereto may agree;
(b)    “Corporation” shall mean [CORPORATION] a body corporate organized pursuant to the
       laws of the Province of Ontario;
(c)    “Effective Date” shall mean [insert effective date of transaction]; and
(d)    “Purchased Shares” shall mean _______ Shares of the Corporation, and the certificates or
       other documents issued by the Corporation so evidencing those rights and interests now
       owned by the Vendor.

                ARTICLE II - AGREEMENT TO PURCHASE AND SELL
2.01 The Vendor hereby agrees to and with the Purchaser to sell, transfer and assign the
Purchased Shares to the Purchaser for the Purchase Price hereinafter set out.

                             ARTICLE III - PURCHASE PRICE
3.01 The Purchase Price for the Purchased Shares shall be equal to the fair market value of the
Purchased Shares, determined by the parties hereto on or after Closing (the “Purchase Price”).

                    ARTICLE IV - PAYMENT OF PURCHASE PRICE
4.01 In payment and satisfaction of the Purchase Price, the Purchaser agrees to issue and
deliver to the Vendor _____________ Shares in the capital of the Purchaser on Closing with a
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Redemption Amount fixed by the Purchaser’s directors at an amount equal to the Purchase Price
(the “Consideration Shares” and “Redemption Amount”, respectively).

4.02 The parties acknowledge and agree that, notwithstanding anything herein to the contrary,
the Directors of the Purchaser will be limiting the stated capital on the Consideration Shares to
the stated capital of the Purchased Shares as recorded in the books and records of the
Corporation, namely $###.##, pursuant to subsection 24(3) of the Ontario Business Corporations
Act.

                    ARTICLE V - AGREEMENT TO FILE ELECTIONS
5.01 The parties hereto covenant and agree that, notwithstanding the foregoing, for income
and corporation tax purposes the acquisition cost to the Purchaser and the proceeds of disposition
to the Vendor of the Purchased Shares shall be deemed to be the adjusted cost base of the
Purchased Shares to the Vendor, as determined by the accountants of the Corporation (the
“Elected Amount”), and the parties hereto agree jointly to make, execute and file with the
appropriate bodies the elections required under subsection 85(1) of the Income Tax Act (Canada)
and the applicable provisions of the Corporations Tax Act (Ontario) in prescribed form and
within the prescribed time frame.

5.02 The parties agree that in the event that any governmental taxing authority having
jurisdiction issues or proposes to issue assessments or reassessments of additional liability for
taxes or any other subject by reason of asserting that the Elected Amount is greater or less than
the adjusted cost base of the Purchased Shares to the Vendor, or that the adjusted cost base of the
Purchased Shares to the Vendor is greater or less than the Elected Amount, then the Elected
Amount shall be increased or decreased by the difference so determined, but only to the extent
that the Elected Amount so revised is accepted by the taxing authority, the Vendor and the
Purchaser, or failing such acceptance, is established by courts having jurisdiction in the matter
after all rights of appeal having been exhausted or expired without appeal by such taxing
authority, the Vendor or the Purchaser. In the event there is an adjustment to the Elected Amount
as so provided for, such adjustment shall be deemed to be made nunc pro tunc with effect as of
the Effective Date set out herein.

                            ARTICLE VI - PRICE ADJUSTMENT
6.01 It is the intention of the parties that the purchase and sale of the Purchased Shares take
place at fair market value, and the parties agree that in the event any governmental taxing
authority having jurisdiction issues or proposes to issue assessments or reassessments of
additional liability for taxes or any other subject by reason of asserting that the fair market value
of the Purchased Shares is greater than or less than the Purchase Price or Redemption Amount
for the Consideration Shares determined by the parties hereunder, then the Purchase Price or
Redemption Amount shall be increased or decreased by the difference so determined, but only to
the extent that the Purchase Price or Redemption Amount so revised is accepted by the taxing
authority, the Vendor and the Purchaser, or failing such acceptance, is established by courts
having jurisdiction in the matter after all rights of appeal having been exhausted or expired
without appeal by such taxing authority, the Vendor or the Purchaser. In the event there is an
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adjustment to the Purchase Price or Redemption Amount as so provided for, such adjustment
shall be deemed to be made to the Purchase Price or Rede
								
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