"""Generate a sample Canadian shareholder agreement PDF for the PartnerLogic PoC.""" from __future__ import annotations from pathlib import Path from reportlab.lib.colors import HexColor from reportlab.lib.enums import TA_CENTER, TA_JUSTIFY, TA_RIGHT from reportlab.lib.pagesizes import letter from reportlab.lib.styles import ParagraphStyle, getSampleStyleSheet from reportlab.lib.units import inch from reportlab.platypus import HRFlowable, PageBreak, Paragraph, SimpleDocTemplate, Spacer ROOT = Path(__file__).resolve().parent.parent OUTPUT = ROOT / "data" / "shareholder_agreement.pdf" NAVY = HexColor("#0B0B0C") RED = HexColor("#C8102E") MUTED = HexColor("#4A4743") RULE = HexColor("#C8102E") def _styles() -> dict[str, ParagraphStyle]: base = getSampleStyleSheet() return { "kicker": ParagraphStyle( "Kicker", parent=base["Normal"], fontName="Times-Bold", fontSize=8, textColor=RED, alignment=TA_CENTER, spaceAfter=6, ), "cover_title": ParagraphStyle( "CoverTitle", parent=base["Title"], fontName="Times-Bold", fontSize=22, leading=26, textColor=NAVY, alignment=TA_CENTER, spaceAfter=8, ), "cover_sub": ParagraphStyle( "CoverSub", parent=base["Normal"], fontName="Times-Italic", fontSize=11, leading=14, textColor=MUTED, alignment=TA_CENTER, spaceAfter=6, ), "meta": ParagraphStyle( "Meta", parent=base["Normal"], fontName="Times-Roman", fontSize=10, leading=14, alignment=TA_CENTER, textColor=NAVY, spaceAfter=4, ), "h1": ParagraphStyle( "H1", parent=base["Heading1"], fontName="Times-Bold", fontSize=13, leading=16, textColor=NAVY, spaceBefore=16, spaceAfter=8, ), "h2": ParagraphStyle( "H2", parent=base["Heading2"], fontName="Times-Bold", fontSize=11, leading=14, textColor=NAVY, spaceBefore=12, spaceAfter=6, ), "body": ParagraphStyle( "Body", parent=base["Normal"], fontName="Times-Roman", fontSize=10, leading=14, alignment=TA_JUSTIFY, spaceAfter=8, ), "defn": ParagraphStyle( "Defn", parent=base["Normal"], fontName="Times-Roman", fontSize=10, leading=14, alignment=TA_JUSTIFY, leftIndent=12, spaceAfter=6, ), "footer": ParagraphStyle( "Footer", parent=base["Normal"], fontName="Times-Italic", fontSize=8, textColor=MUTED, alignment=TA_RIGHT, ), "center": ParagraphStyle( "Center", parent=base["Normal"], fontName="Times-Roman", fontSize=10, leading=14, alignment=TA_CENTER, spaceAfter=6, ), } def _header_footer(canvas, doc) -> None: canvas.saveState() canvas.setFillColor(RED) canvas.rect(0, letter[1] - 6, letter[0], 6, fill=1, stroke=0) canvas.setFillColor(MUTED) canvas.setFont("Times-Italic", 8) canvas.drawString(0.85 * inch, 0.5 * inch, "PRIVILEGED AND CONFIDENTIAL — MLT AIKINS WORK PRODUCT") canvas.drawRightString(letter[0] - 0.85 * inch, 0.5 * inch, f"Page {doc.page}") canvas.restoreState() def _p(styles, key: str, text: str): return Paragraph(text, styles[key]) def build_story(styles: dict[str, ParagraphStyle]) -> list: s = styles story: list = [] story += [ Spacer(1, 1.3 * inch), _p(s, "kicker", "UNANIMOUS SHAREHOLDER AGREEMENT"), HRFlowable(width="40%", thickness=1, color=RULE, spaceBefore=4, spaceAfter=14, hAlign="CENTER"), _p(s, "cover_title", "UNANIMOUS SHAREHOLDER AGREEMENT"), _p(s, "cover_sub", "Prairie Harvest Holdings Inc."), Spacer(1, 0.25 * inch), _p(s, "meta", "Effective as of 1 September 2024"), _p(s, "meta", "Governing Law: Province of Saskatchewan"), Spacer(1, 0.5 * inch), _p( s, "center", "Among Prairie Harvest Holdings Inc. (the "Corporation"), " "Elkhorn Capital Partners Ltd. ("Elkhorn"), " "Northern Grain Ventures Inc. ("Northern"), " "and Mara Chen (the "Founder").", ), Spacer(1, 0.9 * inch), _p( s, "cover_sub", "This specimen is furnished solely for the PartnerLogic retrieval prototype. " "It is not a client document and is not legal advice.", ), PageBreak(), ] story += [ _p(s, "h1", "RECITALS"), _p( s, "body", "A.  The Corporation is a corporation incorporated under The Business Corporations Act, 2021 " "(Saskatchewan), extra-provincially registered in Alberta and Manitoba, and carrying on the business of " "originating, aggregating, and exporting specialty crops from Western Canada (the "Business").", ), _p( s, "body", "B.  The authorized capital of the Corporation consists of an unlimited number of Class A Common Shares " "and an unlimited number of Class B Non-Voting Shares. As of the Effective Date, 10,000,000 Class A Common Shares " "are issued and outstanding, and no Class B Non-Voting Shares are issued.", ), _p( s, "body", "C.  The shareholdings as of the Effective Date are: Elkhorn as to 5,500,000 Class A Common Shares (55%); " "Northern as to 3,000,000 Class A Common Shares (30%); and the Founder as to 1,500,000 Class A Common Shares (15%).", ), _p( s, "body", "D.  The parties wish to regulate the affairs of the Corporation, the composition of the Board, " "the transfer of Shares, and certain exit, information, and restrictive covenant matters, on the terms of this Agreement, " "which is intended to be a unanimous shareholder agreement within the meaning of the Act.", ), _p( s, "body", "NOW THEREFORE in consideration of the mutual covenants herein and other good and valuable consideration, " "the receipt and sufficiency of which are acknowledged, the parties agree as follows:", ), _p(s, "h1", "ARTICLE 1 — INTERPRETATION"), _p(s, "h2", "1.1  Definitions"), _p(s, "body", "In this Agreement, unless the context otherwise requires:"), _p( s, "defn", ""Act" means The Business Corporations Act, 2021 (Saskatchewan), as amended.", ), _p( s, "defn", ""Affiliate" has the meaning given in the Act, provided that a portfolio company of a financial " "sponsor Shareholder shall not be an Affiliate of that Shareholder solely by reason of common ownership by the sponsor.", ), _p( s, "defn", ""Board" means the board of directors of the Corporation.", ), _p( s, "defn", ""Business Day" means a day other than a Saturday, Sunday, or statutory holiday in Saskatchewan.", ), _p( s, "defn", ""Competitor" means any Person whose principal business is the origination, aggregation, processing, " "or export of pulses, oilseeds, or specialty crops in Canada, the United States, or any member state of the European Union.", ), _p( s, "defn", ""Drag Threshold" means Shareholders holding not less than two-thirds (66.67%) of the outstanding " "Class A Common Shares.", ), _p( s, "defn", ""Fair Market Value" means the cash price at which Shares would change hands between a willing buyer " "and a willing seller, neither being under compulsion, determined without minority discount or control premium unless " "this Agreement expressly provides otherwise, and expressed in Canadian dollars.", ), _p( s, "defn", ""Permitted Transferee" means (a) an Affiliate of a Shareholder; (b) a trust, the sole beneficiaries " "of which are the Shareholder and members of the Shareholder's Immediate Family; and (c) in the case of the Founder, " "a holding company wholly owned by the Founder.", ), _p( s, "defn", ""Person" includes an individual, corporation, partnership, trust, unincorporated organization, " "and any government or agency thereof.", ), _p( s, "defn", ""Shares" means issued and outstanding shares in the capital of the Corporation, of any class, " "and includes any option, warrant, conversion right, or other right to acquire shares.", ), _p( s, "defn", ""Transfer" includes any sale, assignment, gift, pledge, hypothecation, or other disposition, " "whether voluntary, involuntary, or by operation of law, and "Transferred" has a corresponding meaning.", ), _p(s, "h2", "1.2  Interpretation"), _p( s, "body", "Headings are for convenience only. The words "including" and "includes" mean including without " "limitation. A reference to currency is to lawful money of Canada. If any provision is held invalid, the remaining " "provisions continue in full force. This Agreement is drafted in English; the French version, if any, is for convenience only.", ), _p(s, "h1", "ARTICLE 2 — SHARE CAPITAL AND OWNERSHIP"), _p(s, "h2", "2.1  Shareholdings"), _p( s, "body", "Each Shareholder represents that it is the registered and beneficial owner of the Shares set out opposite its name " "in Schedule A, free of Encumbrances other than those arising under this Agreement and the constating documents. " "The Corporation shall not issue, and no Shareholder shall Transfer, any Shares except in accordance with this Agreement.", ), _p(s, "h2", "2.2  Legend"), _p( s, "body", "Share certificates and the securities register shall bear a legend substantially as follows: " ""THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A UNANIMOUS SHAREHOLDER AGREEMENT MADE AS OF 1 SEPTEMBER 2024, " "A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE CORPORATION. ANY TRANSFER IN VIOLATION OF THAT AGREEMENT " "IS VOID."", ), _p(s, "h2", "2.3  No Public Offering"), _p( s, "body", "The parties intend that the Corporation remain a private issuer. No Shareholder shall take any step that would " "reasonably be expected to require the Corporation to become a reporting issuer under Saskatchewan, Alberta, or " "Manitoba securities laws, without the prior written consent of the Drag Threshold.", ), _p(s, "h1", "ARTICLE 3 — TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL"), _p(s, "h2", "3.1  General prohibition"), _p( s, "body", "No Shareholder shall Transfer any Shares except (a) to a Permitted Transferee that first agrees in writing to be " "bound by this Agreement; (b) pursuant to the right of first refusal in Section 3.3; (c) pursuant to the tag-along " "right in Article 4; (d) pursuant to the drag-along right in Article 5; (e) pursuant to the buy-sell procedure in " "Article 6; or (f) with the prior written consent of Shareholders holding at least 90% of the Class A Common Shares, " "excluding the Shares proposed to be Transferred.", ), _p(s, "h2", "3.2  Lock-up"), _p( s, "body", "Notwithstanding Section 3.1, no Shareholder shall Transfer any Shares to a Person other than a Permitted Transferee " "during the period of eighteen (18) months following the Effective Date (the "Lock-up Period"), except " "pursuant to a drag-along sale under Article 5 or a buy-sell under Article 6. Transfers to Competitors are prohibited " "during the Lock-up Period in all circumstances.", ), _p(s, "h2", "3.3  Right of first refusal"), _p( s, "body", "If a Shareholder (the "Offeror") receives a bona fide written offer from an arm's-length third party " "(the "Third-Party Offer") to purchase Shares, and the Offeror wishes to accept it, the Offeror shall first " "deliver a written notice (the "ROFR Notice") to the Corporation and the other Shareholders. The ROFR Notice " "shall attach the Third-Party Offer and state the number of Shares, the cash price in Canadian dollars per Share, " "the identity of the proposed transferee, and all other material terms. The price under this Section 3.3 must be " "payable 100% in cash at closing; any non-cash consideration is deemed to have a cash value of nil for ROFR purposes " "unless the other Shareholders agree otherwise in writing.", ), _p( s, "body", "The Corporation shall have a first right, exercisable by written notice within ten (10) Business Days after receipt " "of the ROFR Notice, to purchase all (but not less than all) of the offered Shares on the terms of the Third-Party Offer. " "If the Corporation declines or fails to exercise, the other Shareholders shall have a second right, exercisable within " "a further fifteen (15) Business Days, to purchase the offered Shares pro rata to their holdings of Class A Common Shares " "(excluding the Offeror), with a right of oversubscription as among exercising Shareholders. The combined exercise period " "shall not exceed twenty-five (25) Business Days from delivery of the ROFR Notice.", ), _p( s, "body", "If the Corporation and the other Shareholders do not collectively elect to purchase all offered Shares, the Offeror " "may, during the following forty-five (45) days only, Transfer all (but not less than all) of the offered Shares to the " "identified third party at a price not less than, and on terms no more favourable to the transferee than, those in the " "ROFR Notice. Any Transfer to a Competitor requires the prior written consent of the Board, which may be withheld in " "the Board's sole discretion. A Transfer that is not completed within that forty-five day period again becomes subject " "to this Article 3.", ), _p(s, "h2", "3.4  Void transfers"), _p( s, "body", "Any purported Transfer in breach of this Article 3 is void, confers no rights on the purported transferee, and " "shall not be entered in the securities register. The Corporation is entitled to treat the purported transferor as " "the continuing holder for all purposes.", ), _p(s, "h1", "ARTICLE 4 — TAG-ALONG RIGHTS"), _p(s, "h2", "4.1  Trigger"), _p( s, "body", "If one or more Shareholders propose to Transfer, in a single transaction or a series of related transactions, " "Class A Common Shares representing 10% or more of the outstanding Class A Common Shares to a Person other than a " "Permitted Transferee (a "Tag Sale"), the selling Shareholder(s) shall give at least twenty (20) Business Days' " "prior written notice to the other Shareholders (the "Tag Notice").", ), _p(s, "h2", "4.2  Participation"), _p( s, "body", "Each non-selling Shareholder may elect, by notice within fifteen (15) Business Days after the Tag Notice, to sell " "a pro rata portion of its Class A Common Shares on the same price per Share and otherwise on the same terms as the " "Tag Sale. "Pro rata" means the proportion that the electing Shareholder's Class A Common Shares bear to " "all Class A Common Shares held by Shareholders participating in the Tag Sale, including the original selling Shareholder(s). " "The Founder may, in any Tag Sale, elect to include all of the Founder's Shares (and not merely a pro rata portion) " "if the Tag Sale would leave the Founder holding less than 5% of the outstanding Class A Common Shares.", ), _p(s, "h2", "4.3  Same terms"), _p( s, "body", "Tagging Shareholders shall not be required to provide any representation, warranty, or indemnity other than as to " "title to their own Shares, due authorization, and the absence of conflicts, and their liability shall be several " "(not joint) and capped at the proceeds actually received by that Shareholder.", ), _p(s, "h1", "ARTICLE 5 — DRAG-ALONG RIGHTS"), _p(s, "h2", "5.1  Drag-along sale"), _p( s, "body", "If Shareholders constituting the Drag Threshold approve a bona fide arm's-length sale of all, or substantially all, " "of the outstanding Shares or of all or substantially all of the assets of the Corporation (a "Drag Sale"), " "those Shareholders (the "Dragging Shareholders") may require all other Shareholders to sell their Shares " "on the same price per Share and otherwise on the same terms as the Dragging Shareholders. The Dragging Shareholders " "shall deliver a Drag Notice at least twenty-five (25) Business Days before the proposed closing, describing the " "purchaser, price, form of consideration, and expected closing date.", ), _p(s, "h2", "5.2  Minority protections"), _p( s, "body", "A Drag Sale may not be imposed if: (a) the consideration is other than cash or freely tradeable securities of a " "reporting issuer listed on the TSX, TSX Venture, or NYSE, unless each dragged Shareholder may elect cash in lieu " "based on Fair Market Value determined by an independent valuator appointed by the Board; (b) the purchaser is an " "Affiliate of a Dragging Shareholder, unless the price is not less than Fair Market Value as determined by that valuator; " "or (c) the Drag Sale would close during the Lock-up Period, unless the Board (excluding nominees of the Dragging " "Shareholders) unanimously consents. Dragged Shareholders' liability shall be several and capped at proceeds received.", ), _p(s, "h2", "5.3  Power of attorney"), _p( s, "body", "Each Shareholder hereby irrevocably appoints the Chair of the Board as its attorney to execute transfer forms, " "share certificates, and closing deliverables required to complete a Drag Sale conducted in accordance with this Article 5. " "The power of attorney is coupled with an interest and survives the Shareholder's insolvency or incapacity.", ), _p(s, "h1", "ARTICLE 6 — SHOTGUN BUY-SELL"), _p(s, "h2", "6.1  Offer"), _p( s, "body", "At any time after the second anniversary of the Effective Date, any Shareholder holding at least 15% of the " "Class A Common Shares (the "Initiating Shareholder") may deliver a written offer (the "Shotgun Offer") " "to the other Shareholders stating a single all-cash price per Class A Common Share in Canadian dollars (the "Shotgun Price") " "at which the Initiating Shareholder offers either to purchase all Shares held by the recipients or to sell all of the " "Initiating Shareholder's Shares. The Shotgun Offer shall be irrevocable for sixty (60) days and shall not include " "any earn-out, vendor take-back, or other deferred consideration.", ), _p(s, "h2", "6.2  Election"), _p( s, "body", "Within sixty (60) days after receipt of the Shotgun Offer (the "Election Period"), the recipient Shareholders " "acting by simple majority of their Class A Common Shares shall elect in writing either to (a) sell all of their Shares " "to the Initiating Shareholder at the Shotgun Price, or (b) purchase all of the Initiating Shareholder's Shares at the " "Shotgun Price. If the recipients fail to elect within the Election Period, they are conclusively deemed to have elected " "to sell. Closing shall occur on the ninetieth (90th) day after expiry of the Election Period, or the next Business Day, " "against payment in immediately available funds to an account in Saskatoon or Calgary.", ), _p(s, "h2", "6.3  Default"), _p( s, "body", "If a party obliged to purchase fails to close, the non-defaulting party may, as its sole remedy in lieu of specific " "performance, elect within ten (10) Business Days to reverse the transaction at 90% of the Shotgun Price, in which case " "the defaulting party shall sell, and the non-defaulting party shall purchase, all of the defaulting party's Shares. " "Interest at the Royal Bank of Canada prime rate plus 4% per annum shall accrue on overdue amounts.", ), _p(s, "h1", "ARTICLE 7 — PRE-EMPTIVE RIGHTS"), _p( s, "body", "If the Corporation proposes to issue any Shares or securities convertible into Shares for cash (an "Issuance"), " "it shall first offer those securities to the Shareholders pro rata to their Class A Common Share holdings, on the same " "terms, by written notice specifying price, number, and a subscription period of not less than fifteen (15) Business Days. " "Unsubscribed securities may be offered to the other Shareholders for a further five (5) Business Days, and thereafter " "to third parties for not more than sixty (60) days at a price not less than, and on terms no more favourable than, " "those offered to Shareholders. This Article 7 does not apply to (a) Shares issued under a Board-approved employee " "option plan covering in aggregate not more than 5% of the outstanding Class A Common Shares; (b) Shares issued on " "conversion of already outstanding convertible securities issued in compliance with this Agreement; or (c) Shares issued " "as consideration in an arm's-length acquisition approved as a Reserved Matter.", ), _p(s, "h1", "ARTICLE 8 — BOARD OF DIRECTORS AND GOVERNANCE"), _p(s, "h2", "8.1  Size and nominees"), _p( s, "body", "The Board shall consist of five (5) directors. For so long as Elkhorn holds at least 40% of the Class A Common Shares, " "Elkhorn is entitled to nominate three (3) directors. For so long as Northern holds at least 20%, Northern is entitled " "to nominate one (1) director. For so long as the Founder holds at least 10%, the Founder is entitled to nominate one (1) " "director, who may be the Founder. If a Shareholder falls below the applicable threshold, its nominee(s) shall resign " "promptly on written request of the Board, and the vacant seat(s) shall be filled by nominees of the remaining Shareholders " "in proportion to their then holdings, rounded to the nearest whole director, provided the Board remains at five.", ), _p(s, "h2", "8.2  Chair and meetings"), _p( s, "body", "The Chair of the Board shall be one of the Elkhorn nominees. The Chair has a second or casting vote only in the event " "of an equality of votes on a matter that is not a Reserved Matter. The Board shall meet at least quarterly, in Saskatoon, " "Calgary, or by electronic means. Quorum is a majority of directors, including at least one Elkhorn nominee and at least " "one nominee of another Shareholder. Notice of meetings shall be given not less than five (5) Business Days in advance, " "except in an emergency declared by the Chair acting reasonably.", ), _p(s, "h2", "8.3  Officers"), _p( s, "body", "The Founder shall serve as Chief Executive Officer unless removed by the Board for Cause, or by a resolution of the " "Board including the affirmative vote of at least one non-Elkhorn director. "Cause" means wilful misconduct, " "material breach of this Agreement or of a written employment agreement that remains uncured for fifteen (15) days after " "notice, fraud, or conviction of an indictable offence. The Chief Financial Officer shall be appointed by the Board on " "the recommendation of Elkhorn.", ), _p(s, "h1", "ARTICLE 9 — RESERVED MATTERS"), _p( s, "body", "Notwithstanding anything to the contrary, the Corporation shall not, and the Board shall not authorize the Corporation to, " "take any of the following actions without the prior written approval of Shareholders holding at least 75% of the " "Class A Common Shares (each, a "Reserved Matter"):", ), _p( s, "defn", "(a) issue Shares or other securities, other than under Article 7 or an exempt employee plan described in Article 7;", ), _p( s, "defn", "(b) incur, assume, or guarantee indebtedness for borrowed money exceeding CAD $500,000 in the aggregate, other than " "draws under a Board-approved operating facility with a Canadian chartered bank;", ), _p( s, "defn", "(c) enter into, amend, or terminate any contract with a Shareholder or an Affiliate of a Shareholder, other than " "on arm's-length terms approved by the disinterested directors;", ), _p( s, "defn", "(d) sell, lease, or otherwise dispose of all or substantially all of the assets of the Corporation, or any assets " "having a book or Fair Market Value exceeding CAD $1,000,000 in a twelve-month period;", ), _p( s, "defn", "(e) amalgamate, merge, continue into another jurisdiction, or commence a voluntary proceeding under the " "Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada);", ), _p( s, "defn", "(f) change the size of the Board, amend the articles or by-laws, or alter the rights attaching to any class of Shares;", ), _p( s, "defn", "(g) declare or pay any dividend or other distribution, other than a distribution required to permit a Shareholder " "that is a flow-through entity to meet a demonstrated tax distribution obligation, in an amount certified by the CFO; or", ), _p( s, "defn", "(h) appoint or remove the auditor, or change the financial year end.", ), _p(s, "h1", "ARTICLE 10 — INFORMATION RIGHTS"), _p( s, "body", "The Corporation shall deliver to each Shareholder: (a) monthly management accounts within twenty (20) days after " "month-end; (b) unaudited quarterly financial statements within forty-five (45) days after quarter-end; (c) audited " "annual financial statements prepared in accordance with IFRS within one hundred twenty (120) days after year-end; " "and (d) an annual budget and operating plan not later than thirty (30) days before the start of each financial year. " "Each Shareholder holding at least 10% of the Class A Common Shares may, once per calendar year on ten (10) Business Days' " "notice, inspect the books and records of the Corporation during ordinary business hours at the registered office in " "Saskatoon, and may cause a single audit or review at that Shareholder's expense, unless the inspection reveals a " "material misstatement, in which case the Corporation shall bear the cost. Information received under this Article 10 " "is Confidential Information.", ), _p(s, "h1", "ARTICLE 11 — RESTRICTIVE COVENANTS"), _p(s, "h2", "11.1  Non-competition"), _p( s, "body", "During the period that a Shareholder holds Shares and for twenty-four (24) months after that Shareholder ceases to " "hold any Shares (the "Restricted Period"), that Shareholder shall not, anywhere in the Provinces of " "British Columbia, Alberta, Saskatchewan, or Manitoba (the "Territory"), directly or indirectly carry on, " "be engaged in, or have a financial interest in a Competitor, other than ownership of less than 5% of the listed " "securities of a reporting issuer. The Founder additionally agrees that, during her employment and the Restricted Period, " "she shall not solicit any person who was a customer, grower, or supplier of the Corporation during the twelve (12) months " "preceding the date she ceases to hold Shares, in respect of products competitive with the Business.", ), _p(s, "h2", "11.2  Non-solicitation of personnel"), _p( s, "body", "During the Restricted Period, no Shareholder shall solicit or hire any employee of the Corporation earning more than " "CAD $80,000 per year, or any officer or director, other than by general advertisement not targeted at Corporation personnel. " "The parties acknowledge that these covenants are reasonable given the nature of the Business and the confidential " "grower relationships in the Territory, and that the Corporation would not have entered into this Agreement without them. " "If a court of competent jurisdiction finds any covenant overbroad, that court is requested to read it down to the " "maximum enforceable scope.", ), _p(s, "h1", "ARTICLE 12 — CONFIDENTIALITY"), _p( s, "body", ""Confidential Information" means all non-public information relating to the Corporation, the Business, " "grower lists, pricing, this Agreement, and the affairs of any Shareholder learned in connection with this Agreement, " "but excludes information that is or becomes public other than by breach, is independently developed without use of " "Confidential Information, or is required to be disclosed by law or a stock exchange, provided the disclosing party " "gives prompt notice where legally permitted. Each party shall hold Confidential Information in confidence and use it " "only to perform this Agreement or to monitor its investment. The obligations in this Article 12 survive for five (5) " "years after a party ceases to be a Shareholder, and indefinitely in respect of trade secrets and grower lists.", ), _p(s, "h1", "ARTICLE 13 — DISPUTE RESOLUTION AND GOVERNING LAW"), _p(s, "h2", "13.1  Negotiation and mediation"), _p( s, "body", "If a dispute arises out of this Agreement, the parties shall first attempt in good faith to resolve it by negotiation " "between the Chair and the Founder (or another nominee of Northern if the Founder is a party to the dispute). If the " "dispute is not resolved within twenty (20) Business Days, any party may refer it to mediation in Saskatoon under the " "National Mediation Rules of the ADR Institute of Canada, Inc. Mediation shall be completed within forty-five (45) days " "of the mediator's appointment unless extended by agreement.", ), _p(s, "h2", "13.2  Arbitration"), _p( s, "body", "If mediation does not resolve the dispute, it shall be referred to final and binding arbitration in Saskatoon, " "Saskatchewan, under The Arbitration Act, 1992 (Saskatchewan) and the ADRIC Arbitration Rules. The tribunal " "shall consist of a single arbitrator if the amount in dispute is less than CAD $2,000,000, and three arbitrators " "otherwise. The language of the arbitration is English. The arbitrator(s) may award costs. Judgment on the award may " "be entered in the Court of King's Bench for Saskatchewan, judicial centre of Saskatoon. Notwithstanding the foregoing, " "a party may seek interim injunctive relief in that Court to protect Confidential Information or enforce Article 11, " "and the parties attorn to the exclusive jurisdiction of that Court for such interim relief.", ), _p(s, "h2", "13.3  Governing law"), _p( s, "body", "This Agreement is governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein, " "without regard to conflict of laws principles that would refer to the laws of another jurisdiction. The United Nations " "Convention on Contracts for the International Sale of Goods does not apply.", ), _p(s, "h1", "ARTICLE 14 — GENERAL"), _p(s, "h2", "14.1  Entire agreement"), _p( s, "body", "This Agreement, including the Schedules, constitutes the entire agreement among the parties concerning its subject matter " "and supersedes all prior agreements, including the term sheet dated 12 June 2024 among Elkhorn, Northern, and the Founder. " "No amendment is effective unless in writing and signed by Shareholders holding at least 75% of the Class A Common Shares " "and, if the amendment adversely affects the Founder in a manner different from other Shareholders, by the Founder.", ), _p(s, "h2", "14.2  Notices"), _p( s, "body", "Notices shall be in writing and delivered by hand, courier, or email (with read receipt) to the addresses in Schedule A, " "and are deemed received on the date of delivery if delivered on a Business Day before 5:00 p.m. Saskatoon time, and on " "the next Business Day otherwise. The Corporation's address for notice is 1500 – 410 22nd Street East, Saskatoon, SK S7K 5T6.", ), _p(s, "h2", "14.3  Assignment and enurement"), _p( s, "body", "No party may assign this Agreement except in connection with a Transfer permitted under Article 3. This Agreement " "enures to the benefit of and binds the parties and their permitted successors and assigns. Time is of the essence. " "This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.", ), _p(s, "h2", "14.4  Independent legal advice"), _p( s, "body", "Each party acknowledges that it has been advised to obtain independent legal advice, has had the opportunity to do so, " "and enters into this Agreement voluntarily. Nothing in this specimen constitutes legal advice by MLT Aikins LLP or " "by PartnerLogic.", ), PageBreak(), _p(s, "h1", "SCHEDULE A — SHAREHOLDERS AND NOTICE PARTICULARS"), _p( s, "body", "Elkhorn Capital Partners Ltd. — 5,500,000 Class A Common Shares (55%). Registered office: 3200, 421 7th Avenue SW, " "Calgary, Alberta T2P 4K9. Email: notices@elkhorn.example. Nominee directors (initial): Jordan Hale, Priya Nair, " "and Samuel Okonkwo. Elkhorn is an Alberta corporation controlled by Elkhorn Fund IV, L.P.", ), _p( s, "body", "Northern Grain Ventures Inc. — 3,000,000 Class A Common Shares (30%). Registered office: 201 Portage Avenue, " "Suite 1800, Winnipeg, Manitoba R3B 3K6. Email: legal@northerngrain.example. Nominee director (initial): Elise Beauregard. " "Northern is a Manitoba corporation.", ), _p( s, "body", "Mara Chen — 1,500,000 Class A Common Shares (15%). Address for notice: 612 Spadina Crescent East, Saskatoon, " "Saskatchewan S7K 3G9. Email: mara.chen@prairieharvest.example. The Founder is the initial Chief Executive Officer " "and the Founder's nominee director.", ), _p(s, "h1", "SCHEDULE B — INITIAL BOARD AND OFFICERS"), _p( s, "body", "Directors as of the Effective Date: Jordan Hale (Chair), Priya Nair, Samuel Okonkwo, Elise Beauregard, and Mara Chen. " "Officers as of the Effective Date: Mara Chen, Chief Executive Officer; Christopher Dahl, Chief Financial Officer " "(Elkhorn recommendation); and Anika Singh, Corporate Secretary. The registered office is in Saskatoon, Saskatchewan. " "The financial year end is 31 December.", ), _p(s, "h1", "SCHEDULE C — KEY COMMERCIAL PARAMETERS (FOR EASE OF REFERENCE)"), _p( s, "body", "The following summary is for convenience only. If this Schedule C conflicts with the body of the Agreement, " "the body prevails. Lock-up Period: 18 months from 1 September 2024. ROFR: Corporation has 10 Business Days, then " "other Shareholders have 15 Business Days; residual third-party sale window 45 days; cash only; Board consent required " "for any Transfer to a Competitor. Tag-along: triggered at 10% of Class A Common Shares; 15 Business Days to elect; " "Founder full-exit overlay if left below 5%. Drag-along: 66.67% threshold; 25 Business Days' notice; cash or listed " "paper unless cash election; no Affiliate purchaser below Fair Market Value. Shotgun: available after 2 years; 15% " "minimum holder; 60-day election; 90-day close; all cash CAD; default reverse at 90% of price. Pre-emptive: 15 Business " "Days plus 5-day oversubscription. Board: five seats (3 Elkhorn / 1 Northern / 1 Founder). Reserved Matters: 75% " "Shareholder approval, including debt above CAD $500,000 and asset sales above CAD $1,000,000 in a year. Information: " "monthly in 20 days, quarterly in 45, audited annual in 120. Non-compete: 24 months in BC, AB, SK, and MB. " "Confidentiality: 5 years (indefinite for trade secrets and grower lists). Governing law: Saskatchewan. " "Arbitration: Saskatoon under The Arbitration Act, 1992 (Saskatchewan); interim relief in the Court of King's Bench " "for Saskatchewan, judicial centre of Saskatoon.", ), Spacer(1, 0.4 * inch), _p( s, "center", "IN WITNESS WHEREOF the parties have executed this Unanimous Shareholder Agreement as of the Effective Date.", ), Spacer(1, 0.25 * inch), _p(s, "body", "PRAIRIE HARVEST HOLDINGS INC."), _p(s, "body", "Per: ___________________________  Name: Mara Chen  Title: Chief Executive Officer"), _p(s, "body", "ELKHORN CAPITAL PARTNERS LTD."), _p(s, "body", "Per: ___________________________  Name: Jordan Hale  Title: Managing Partner"), _p(s, "body", "NORTHERN GRAIN VENTURES INC."), _p(s, "body", "Per: ___________________________  Name: Elise Beauregard  Title: Director"), _p(s, "body", "MARA CHEN"), _p(s, "body", "________________________________  Witness: ___________________________"), ] return story def main() -> None: OUTPUT.parent.mkdir(parents=True, exist_ok=True) styles = _styles() doc = SimpleDocTemplate( str(OUTPUT), pagesize=letter, leftMargin=0.9 * inch, rightMargin=0.9 * inch, topMargin=0.85 * inch, bottomMargin=0.75 * inch, title="Unanimous Shareholder Agreement — Prairie Harvest Holdings Inc.", author="PartnerLogic specimen (not a client document)", ) doc.build(build_story(styles), onFirstPage=_header_footer, onLaterPages=_header_footer) print(f"Wrote {OUTPUT}") if __name__ == "__main__": main()