Shareholders Agreement Form

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Instructions

Please complete this form to the best of your ability. We have included further instructions and examples in the example text to aid your completion of this form.

We understand some concepts might be new to you. If you're unsure about any of your responses e-mail us, we are happy to provide clarification for any of the questions asked. We can be reached at info@oziellaw.ca.

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Corporation Name * This field is required.

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Where is the company incorporated?

Federally (Canada)

Ontario

British Columbia

Other

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Is your minute book managed by Oziel LawConfirm whether Oziel Law maintains current records of your Corporation including copies of the Articles of Incorporation, copies of resolutions/minutes and registers/ledgers.

YESNO

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Please upload a copy of your Corporation's Articles of Incorporation and any amendments, and any Minute Book documents, including resolutions and re (if we do not already have these documents). Note: You do not need to provide us with a copy of your Corporation's Articles of Incorporation and Amendments if we already have this information.

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Do you wish to create a Unanimous Shareholders Agreement?* This field is required.A Unanimous Shareholders Agreement (USA) restricts the powers and duties of the directors in respect of the management of the business and affairs of the Corporation and describes how these powers are shifted to a vote of the shareholders.

YESNO

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Provide the names, addresses of each current Shareholder, and the number of shares that each Shareholder currently holds. * This field is required.Alternatively, you can provide us with a copy of your Shareholder Registers. Please note, "Founder" refers to the individual founding Shareholder. If you indicate that a shareholder is also a Founder, they may have additional rights compared to the other shareholders.

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Who will execute documents and receive notices on behalf of the Corporation?* This field is required.List the name, email address, and official title of that individual.

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Which of the Shareholders will have the right to nominate or appoint a Director?In some USAs, certain shareholders have the right to nominate a "seat on the board". In smaller corporations, the shareholder would typically nominate him or herself.

The Founder(s), as selected before.

The majority of the shareholders.

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Provide the name of each current Director of the Corporation.* This field is required.Please provide us with full names.

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Provide a specific description of the "business" of the Corporation. * This field is required.Describe the main business of the Corporation. For example, "Staples" is in the business of selling office supplies, technology, furniture and related services. The purpose of this answer is to help us determine how shareholders should be restricted from competing with the Corporation.

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Fill in the Blanks: "Without the consent of the Board of Directors, the Corporation shall not make any capital expenditure which individually exceeds $ Individual Max or which would result in the Corporation incurring capital expenditures in excess of $ Max Corp incurring capital expenditure in any financial year.

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Fill in the Blanks: Any negotiable instruments, including cheques of the Corporation, shall require the signature of on behalf of the Corporation.

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Fill in the Blanks: Cheques over $ Number shall require the signature of .

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If a shareholder wants to sell their shares to a third party, should they be required to offer their shares for sale to existing shareholders first? (Right of First Refusal)* This field is required.The right of first refusal (ROFR) is a standard clause in many shareholder agreements. It requires a shareholder, who received an offer from a third party to purchase their shares, to first offer those shares to the existing shareholders before selling to the third party. If the existing shareholders choose not to buy the offered shares, the offering shareholder may sell them to the third party.

YESNO

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Will shotgun rights be made available to shareholders? * This field is required.A Shotgun Right allows one Shareholder (S1) to make an offer to either buy the shares of the other Shareholder (S2), or sell their (S1) own shares at the same stipulated price and further allows S2 to decide whether to be the buyer or the seller. The aim is to induce S1 to offer a fair price as it runs the risk of selling its shares rather than buying the shares of S2. • This is viable where the parties have equal (or nearly equal) shareholdings in the company; • it is usual in 50/50 scenarios, but even if there are multiple shareholders, you may choose to offer this right only to the Founders; and • it may be inappropriate if the shareholders are not in a similar financial position.

YESNO

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Provide details of the Shotgun Rights. Is it only available for Founders? Does the right only arise after a certain amount of years?

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If a majority shareholder wishes to sell the company to a third party, can the majority shareholder force minority shareholders to also participate in the sale? (Drag-Along Right)* This field is required.• The drag-along right is common when one or more shareholders own the majority of the shares. • This is not typically included in 50-50 scenarios. • This provision is for the benefit of majority shareholder(s).

YESNO

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If a majority shareholder negotiates the sale of their shares to a third party, should minority shareholder(s) have the right to also participate in the sale? (Tag-Along Right)* This field is required.• This right prevents majority shareholder(s) from exiting the company without giving the same opportunity to the minority shareholder(s). • This is not typically included in 50-50 scenarios. • This provision is for the benefit of the minority shareholder(s).

YESNO

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Are there any exceptions to the standard rule that shareholders cannot compete with the business of the Corporation? Please provide details. * This field is required.Shareholders are usually prevented from competing with the company as long as they remain shareholders and for a period of time after they exit the company. In the details below, please specify how long after the shareholders exiting the company should they be restricted from competing with the company (i.e. for one year after they exit, etc.).

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Provide details on the type of confidential information that each shareholder will be privy to.

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Will the Corporation maintain key-person life insurance on the lives of any key person?Key Person Insurance is a type of life insurance policy that a Corporation can take out on the lives of key-people to provide a windfall that will enable the Corporation to buy-out the shares from key-person's estate or hire a replacement employee.

YESNO

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Please select the key people the Corporation will maintain life insurance for.

Founder(s)

Any shareholder, who owns equal to or more than 50%

Any shareholder, who owns equal to or more than 25%

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CommentsAre there any additional details or special matters that you want to tell us about?

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What is the email address of the person completing this form?* This field is required.

example@example.com

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Would you like to subscribe to the Oziel Law Newsletter to receive relevant news and updates?* This field is required.

YESNO

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Please verify that you are human* This field is required.

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Please tell us how our form could have been better? * This field is required.