AMALGAMATION AGREEMENT

This Amalgamation Agreement (the “Agreement”) is effective [DATE],

BETWEEN:                   [YOUR COMPANY NAME] (the "First Party"), 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:                            [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [COMPLETE ADDRESS]

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

                                    [COMPLETE ADDRESS]

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

                                    [COMPLETE ADDRESS]

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

                                    [COMPLETE ADDRESS]

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

                                    [COMPLETE ADDRESS]

WHEREAS [COMPANY NAME], the “First Party”, was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] and identified by certificate of incorporation dated [DATE];

AND WHEREAS [COMPANY NAME], the “Second Party”, was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of incorporation dated [DATE];

AND WHEREAS [COMPANY NAME], the “Third Party”, was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of amalgamation of [SPECIFY], and [SPECIFY] dated [DATE];

AND WHEREAS [COMPANY NAME], the “Fourth Party”, was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] by certificate of incorporation dated [DATE];

AND WHEREAS [COMPANY NAME], the “Fifth Party”, was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], by certificate of incorporation dated [DATE];

AND WHEREAS [COMPANY NAME], THE “Sixth Party”, was incorporated under the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE] by certificate of incorporation dated [DATE],

AND WHEREAS [COMPANY NAME], the “First Party”, [COMPANY NAME], the “Second Party”, [COMPANY NAME], the “Third Party”, [COMPANY NAME], the “Fourth Party”, [COMPANY NAME], the “Fifth Party”, and [COMPANY NAME], the “Sixth Party”, acting under the authority contained in the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], have agreed to amalgamate upon the terms and conditions hereinafter set out;

AND WHEREAS [COMPANY NAME], the “First Party”, [COMPANY NAME], the “Second Party”, [COMPANY NAME], the “Third Party”, [COMPANY NAME], the “Fourth Party”, [COMPANY NAME], the “Fifth Party”, and [COMPANY NAME], the “Sixth Party”, have each made full disclosure to one another of all their respective assets and liabilities;

AND WHEREAS the authorized capital of [COMPANY NAME], the “First Party”, consists of an unlimited number of Class [SPECIFY] shares of which [NUMBER] are issued and outstanding as full paid and non-assessable shares, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of [NUMBER] consists of an unlimited number of Class [SPECIFY] special shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares, an unlimited number of Class [SPECIFY] special shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of [NUMBER] consists of [NUMBER] common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of [COMPANY NAME], the “Fourth Party”, consists of an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of [COMPANY NAME], the “Fifth Party”, consists of an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding, an unlimited number of Class [SPECIFY] shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares and an unlimited number of Class [SPECIFY] shares none of which are issued or outstanding;

AND WHEREAS the authorized capital of [COMPANY NAME] consists of an unlimited number of preference shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares and an unlimited number of common shares of which [NUMBER] are issued and outstanding as fully paid and non-assessable shares;

NOW THEREFORE THIS AGREEMENT WITNESSES as follows:

1. DEFINITIONS

1. 1. In this agreement:

“Act” means the [YOUR COUNTRY] Business Corporations [ACT/LAW/RULE], as amended;

“Agreement” means this amalgamation agreement;

“Amalgamated Corporation” means the corporation continuing from the amalgamation of the Amalgamating Corporations;

“Amalgamating Corporations” means [COMPANY NAME], the “First Party”, [COMPANY NAME], the “Second Party”, [COMPANY NAME], the “Third Party”, [COMPANY NAME], the “Fourth Party”, [COMPANY NAME], the “Fifth Party”, and [COMPANY NAME], the “Sixth Party”.

2. THE AMALGAMATED CORPORATION

1. 1. Each of the Amalgamating Corporations agrees to amalgamate and to continue as one corporation as of [HOUR] on [DATE], as provided in this agreement.

1. 2. The name of the Amalgamated Corporation shall be [COMPANY NAME].

1. 3. The registered office of the Amalgamated Corporation shall be in the Municipality of [SPECIFY] [STATE/PROVINCE] and located at [FULL ADDRESS], [STATE/PROVINCE] until changed in accordance with the Act.

1. 4. There shall be no restrictions on the business the Amalgamated Corporation may carry on or on the powers the Amalgamated Corporation may exercise.

1. 5. The by-laws of the Amalgamated Corporation shall not be those of any of the Amalgamating Corporations. A copy of the proposed by-laws of the Amalgamated Corporation may be examined at [FULL ADDRESS], [STATE/PROVINCE].

3. ISSUED AND OUTSTANDING SHARES OF THE AMALGATING CORPORATION

1. 1. The capital of the Amalgamated Corporation shall consist of an unlimited number of shares of one class designated as common shares.

1. 2. The issued and outstanding shares in the capital of the Amalgamating Corporations shall be respectively cancelled and/or converted into issued shares in the capital of the Amalgamated Corporation as follows:

1. 1. the [NUMBER] issued and outstanding Class [SPECIFY] shares of [COMPANY NAME], the “First Party”, shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one Class [SPECIFY] share of [COMPANY NAME], the “First Party”, for one common share of the Amalgamated Corporation;

1. 2. the [NUMBER] issued and outstanding common shares of [COMPANY NAME], the “First Party”, shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one common share of [COMPANY NAME], the “First Party”, for one common share of the Amalgamated Corporation;

1. 3. the [NUMBER] issued and outstanding Class [SPECIFY] special shares of [COMPANY NAME], the “Second Party”, shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one Class [SPECIFY] special share of [COMPANY NAME], the “Second Party”, for one common share of the Amalgamated Corporation;

1. 4. the [NUMBER] issued and outstanding common shares of [COMPANY NAME], the “Second Party”, shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one common share of [COMPANY NAME], the “Third Party”, for one common share of the Amalgamated Corporation;

1. 5. the [NUMBER] issued and outstanding common shares of [COMPANY NAME], the “Third Party”, shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one common share of [COMPANY NAME], the “Third Party”, for one common share of the Amalgamated Corporation;

1. 6. the [NUMBER] issued and outstanding common shares of [COMPANY NAME], the “Fourth Party”, shall be converted into [NUMBER] issued and outstanding common shares of the Amalgamated Corporation on the basis of one common share of [COMPANY NAME], the “Fourth Party”, for one common share of the Amalgamated Corporation;

1. 7. the [NUMBER] Class [SPECIFY] shares of [COMPANY NAME], the “Fifth Party”, which are at the date hereof and will be at the date of the certificate of amalgamation held by or on behalf of [COMPANY NAME], the “First Party”, shall be cancelled without any repayment of capital in respect thereof and shall not be converted into shares of the Amalgamated Corporation;

1. 8. the [NUMBER] preference shares of [COMPANY NAME], the “Sixth Party”, which are at the date hereof and will be at the date of the certificate of amalgamation held by or on behalf of [COMPANY NAME], the “First Party”, as to [NUMBER] of such shares, [COMPANY NAME], the “Second Party”, as to eight of such shares and [COMPANY NAME], the “Third Party”, as to the balance of [NUMBER] of such shares shall be cancelled without any repayment of capital in respect thereof and shall not be converted into shares of the Amalgamated Corporation;

1. 1. the [NUMBER] common shares of [COMPANY NAME], the “Sixth Party”, which are at the date hereof and will be at the date of the certificate of amalgamation held by or on behalf of [COMPANY NAME], the “Second Party”, as to [NUMBER] of such shares, [COMPANY NAME], the “Third Party”, as to [NUMBER] of such shares and by [COMPANY NAME], the “Fourth Party”, as to the balance of [NUMBER] of such shares shall be cancelled without any repayment of capital in respect thereof and shall not be converted into shares of the Amalgamated Corporation;

3.3      After the amalgamation contemplated in this Agreement is effective, the shareholders of the Amalgamating Corporations shall, at the request of the Amalgamated Corporation, surrender all certificates representing shares held by them in the Amalgamating Corporations and, in return, shall be entitled to receive certificates for shares of the Amalgamated Corporation on the basis aforesaid.

4. RIGHTS TO TRANSFER SHARES OF THE AMALGAMATED CORPORATION

The right to transfer shares of the Amalgamated Corporation shall be restricted in that no shares shall be transferred without either:

1. 1. the consent of the directors of the Amalgamated Corporation expressed by a resolution passed by the directors or by an instrument or instruments in writing signed by a majority of the directors, which may be given either prior or subsequent to the time of transfer of such shares; or

1. 2. the consent of the holders of shares of the Amalgamated Corporation to which is attached at least a majority of the votes attaching to all shares of the Amalgamated Corporation for the time being outstanding, carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing, expressed by resolution passed by such shareholders or by an instrument or instruments in writing by such shareholders, which consent may be given either prior or subsequent to the time of transfer of such shares.

5. SHAREHOLDERS OF THE AMALGAMATED CORPORATION

1. 1. The number of shareholders of the Amalgamated Corporation, exclusive of persons who are in the employment of the Amalgamated Corporation and exclusive of persons, who, have been formerly in the employment of the Amalgamated Corporation, were, while in that employment, and have continued after termination of that employment to be, shareholders of the Amalgamated Corporation is limited to not more than [NUMBER], [NUMBER] or more persons who are the joint registered owners of one or more shares being counted as one shareholder.

1. 2. Any invitation to the public to subscribe for securities of the Amalgamated Corporation is hereby prohibited.

6. THE BOARD OF DIRECTORS OF THE AMALGAMATED CORPORATION

1. 1. The board of directors of the Amalgamated Corporation shall consist of a minimum number of [NUMBER] director and a maximum number of [NUMBER] directors until changed in accordance with the Act. The first director of the Amalgamated Corporation shall be:

1. 1. 1. Name: Initials & Surname   Residence Address   Resident [COUNTRY] Yes/No

1. 1. 2. [INDIVIDUAL NAME], [FULL ADDRESS], [STATE/PROVINCE]       

1. 2. The first director shall hold office until the first annual meeting of the Amalgamated Corporation or until his successors is elected or appointed. The subsequent director or directors shall be elected each year thereafter at either an annual meeting or a special meeting of the shareholders. The directors shall manage or supervise the management of the business and affairs of the Amalgamated Corporation, subject to the provisions of the Act.

7. ARTICLES OF AMALGAMATION

Upon the endorsement of the certificate of amalgamation under the Act:

1. 1. the Amalgamating Corporations are amalgamated and continue l as one corporation effective under the terms and conditions prescribed in this Amalgamation Agreement;

1. 2. the Amalgamated Corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations;

1. 3. a conviction against, or ruling, order or judgment in favor or against an Amalgamating Corporation may be enforced by or against the Amalgamated Corporation;

1. 4. the Articles of Amalgamation are deemed to be the articles of incorporation of the Amalgamated Corporation and, except for the purposes of subsection [NUMBER] of the Act, the certificate of amalgamation is deemed to be the certificate of incorporation of the Amalgamated Corporation;

1. 5. the Amalgamated Corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the amalgamation has become effective.

8. TERMINATION OF AGREEMENT

This Agreement may be terminated by the directors of any of the Amalgamating Corporations, notwithstanding the approval of this agreement by the shareholders of such Amalgamating Corporation, at any time prior to the endorsement of a certificate of amalgamation under the Act in respect of this Agreement.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above.

FIRST PARTY                                                               SECOND PARTY

Authorized Signature                                                     Authorized Signature

Print Name and Title                                                      Print Name and Title

THIRD PARTY                                                               FOURTH PARTY

Authorized Signature                                                     Authorized Signature                 

                                                                                                                                                ­­­­

Print Name and Title                                                      Print Name and Title     

FIFTH PARTY                                                                SIXTH PARTY

Authorized Signature                                                     Authorized Signature                 

                                                                                                                                                ­­­­

Print Name and Title                                                      Print Name and Title