Dissolution Of Partnership Agreement

DISSOLUTION OF PARTNERSHIP AGREEMENT

THIS AGREEMENT made [this/as of the] [date of agreement];

B E T W E E N :

, a corporation existing under the laws of the Province of and having a business address at , ,

(“ ”)

OF THE FIRST PART

- and -

, a corporation existing under the laws of the Province of and having a business address at , ,

(“ ”)

OF THE SECOND PART

- and -

, a corporation existing under the laws of the of and having a business address at , ,

(“ ”)

OF THE THIRD PART

WHEREAS , and have until now conducted the business of [ describe the nature of the business carried on by the Partnership] (the “Business”) as a general partnership under the name [name of Partnership] (the “Partnership”);

AND WHEREAS , and are parties to a partnership agreement dated [date of partnership agreement] and relating to the business and affairs of the Partnership (the “Partnership Agreement”);

AND WHEREAS , and wish to dissolve the Partnership and distribute the assets of the Partnership to the partners of the Partnership [pursuant to the p rovisions of subsection 85(3) of the Income Tax Act (Canada)] upon and subject to the terms and conditions set out in this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of one dollar paid by each party to the other, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

INTERPRETATION

1.1 Definitions. In this Agreement, the following terms shall have the following meanings:

(a) “ ” means , a/an corporation;

(b) “ ” means , a/an corporation;

(c) “ Agreement” means this Dissolution of Partnership Agreement, any schedules or appendices attached to this Dissolution of Partnership Agreement and any amendments incorporated by reference into this Dissolution of Partnership Agreement and signed by all Parties hereto;

(d) “Business” shall have the meaning attributed to such term in the recitals to this Agreement;

(e) “Business Day” means any day, other than a Saturday, Sunday or statutory holiday, on which banks are customarily open for business in , ;

(f) “Effective Date” shall have the meaning attributed to such term in section 2.1 of this Agreement;

(g) “Interim Period” means the period from the date of this Agreement until the Effective Date;

(h) “Parties” means , and , and “Party” means any one of them, as the context may require;

(i) “Partners” means , and , and “Partner” means any one of them, as the context may require;

(j) “Partnership” shall have the meaning attributed to such term in the recitals to this Agreement;

(k) “Partnership Agreement” shall have the meaning attributed to such term in the recitals to this Agreement;

(l) “Partnership Interest” means the proportionate interest of a Partner in the Partnership together with the underlying undivided interest of such Partner in the net assets of the Partnership represented by such interest; (m) “ Person” includes any individual, corporation with or without share capital, general or limited partnership, limited liability partnership, trust, trustee, joint venture, association, government tribunal, government agency or organization or entity of any kind; and

(n) “Smith” means Smith Holdings Inc., an Ontario corporation/

1.2 Schedules. The following schedules are attached to this Agreement and form a part thereof: Schedule “A” – Mutual Release

1.3 Headings and Subheadings. The inclusion in this Agreement of headings and subheadings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Gender and Number. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing one gender include all genders.

1.5 Currency. In this Agreement, all amounts are stated and payable in Canadian currency.

1.6 Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of this Agreement.

1.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and there are no warranties, representations or agreements between the Parties in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement.

1.8 Modification and Waiver. This Agreement may not be modified unless agreed to in writing by all of the Parties hereto. No extension of any time limit granted by a party shall constitute an extension of any other time limit or any subsequent instance involving the same time limit. No consent by a party to, nor waiver of, a breach by the other party, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach, unless such waiver or consent is in writing and signed by the party claimed to have so waived or consented. Except as otherwise provided herein, no term or provision of this Agreement shall be deemed waived and no breach shall be excused.

1.9 Counterparts. This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, when taken together, shall constitute one and the same instrument. 1.10 Facsimile or Electronic Transmission. Each party shall be entitled to rely upon delivery of an executed copy of this Agreement by facsimile or other means of electronic transmission.

DISSOLUTION OF THE PARTNERSHIP

1.11 Effective Date. The dissolution of the Partnership as provided for in this Agreement shall be effective on [insert effective date] or such other date upon which the Parties shall unanimously agree (the “Effective Date”).

1.12 Dissolution of Partnership. The Parties agree that the Partnership will be dissolved as of the Effective Date, upon and subject to the terms and conditions set out in this Agreement.

REPRESENTATIONS AND WARRANTIES

1.13 Representations and Warranties of each of the Partners. Each of the Partners hereby represents and warrants to the other Partners as follows, and acknowledges that the other Partners are relying on the accuracy of each of such representations and warranties in connection with the dissolution of the Partnership as contemplated by this Agreement:

(a) Corporate Authority and Binding Obligation. Each Partner is a corporation duly incorporated, organized and subsisting under the laws of [the Province of Ontario], and has good right, full corporate power and absolute authority to enter into this Agreement and to agree to the dissolution of the Partnership as contemplated by this Agreement and to perform all of such Partner’s obligations pursuant to this Agreement.

(b) Binding Agreement. This Agreement has been duly executed by each Partner and constitutes a valid and binding obligation of such Partner enforceable in accordance with its terms.

(c) No Other Interest. Each Partner has no right, title or interest in or to the Partnership or the assets of the Partnership except for the Partnership Interest of such Partner.

(d) No Breach of Default. Neither the entering into of this Agreement by each Partner, nor the performance by such Partner of its obligations hereunder, will contravene, breach or result in any default under any mortgage, lease, agreement, other legally binding instrument, licence, permit, statute, regulation, order, judgment, decree or law to which such Partner is or may be bound, and there are no agreements or restrictions which in any way limit or restrict the dissolution of the Partnership as described in this Agreement. (e) No Debts. There are no debts, charges, obligations or liabilities of the Partnership whatsoever, and all debts, charges, obligations and liabilities of the Partnership have been paid and satisfied.

1.14 Survival of Representations and Warranties. The representations and warranties made in section 3.1 of this Agreement are intended to survive the dissolution of the Partnership as contemplated by this Agreement and shall continue in full force and effect for a period of [survival period] years from the Effective Date.

COVENANTS

1.15 Partnership Agreement. Each of the Partners agree that the Partnership Agreement will be terminated as of the Effective Date. The provisions of the Partnership Agreement which are intended to survive the termination of the Partnership Agreement or the dissolution of the Partnership will survive such termination and dissolution and will continue to bind the Partners in accordance with their terms.

1.16 Registration of Dissolution. The Partners jointly agree to cause to be registered, pursuant to the Business Names Act (Ontario), the proper notice to evidence the dissolution of the Partnership.

1.17 No Representation or Agency. Following the Effective Date, each Partner agrees:

(a) not to represent itself as a partner of the Partnership;

(b) not to represent itself as being authorized to act on behalf of or bind the Partnership;

(c) not to carry on business or identify itself as carrying on business in the name of the Partnership; and

(d) not to incur any expense, charge, obligation or liability in the name of or on behalf of the Partnership.

1.18 Conduct of the Business During the Interim Period. Except as otherwise provided in this Agreement or with the prior written consent of all of the other Partners, during the Interim Period, each Partner agrees to:

(a) take all actions within such Partner’s control to operate the Business only in the ordinary course of business, consistent with past practices;

(b) take all actions within such Partner’s control to ensure that the representations and warranties made on the part of such Partner in this Agreement remain true and correct at the Effective Date, with the same force and effect as if such representations and warranties were made at and as of the Effective Date; (c) take all actions within such Partner’s control to satisfy or cause to be satisfied the conditions in section 5.1 of this Agreement;

(d) promptly advise the other Partners of any facts that come to such Partner’s attention which would cause any of such Partner’s representations or warranties contained in this Agreement to be untrue in any respect;

(e) take all actions within such Partner’s control to maintain all of the Partnership’s tangible assets in the same condition as they now exist, ordinary wear and tear excepted;

(f) take all actions within such Partner’s control to maintain the books, records and accounts of the Partnership and the Business in the ordinary course of business and record all transactions on a basis consistent with past practice;

(g) take all actions within such Partner’s control to ensure that the Partnership does not create, incur or assume any long-term debt (including obligations in respect of leases) or create any Encumbrance upon any of its assets or guarantee or otherwise become liable for the obligations of any other person or make any loans or advances to any person;

(h) take all actions within such Partner’s control to ensure that the Partnership does not sell or otherwise dispose of any of its assets except in the ordinary course of the Business;

(i) take all actions within such Partner’s control to ensure that the Partnership does not terminate or waive any right of substantial value to the Business;

(j) take all actions within such Partner’s control to ensure that the Partnership does not make or agree to make any capital expenditure in excess of [$500 .00 or other appropriate amount] in respect of any particular item or in excess of [$1,000.00 or other appropriate amount] in the aggregate;

(k) take all actions within such Partner’s control to maintain the inventories of the Business in accordance with past practice;

(l) take all actions within such Partner’s control to keep in full force all current insurance policies relating to the Business, operations and assets of the Partnership;

(m) take all actions within such Partner’s control to ensure that the Partnership performs all of its obligations falling due during the Interim Period under all agreements to which the Partnership is a party or by which it is bound;

(n) take all actions within such Partner’s control to ensure that the Partnership does not enter into any agreement other than agreements made in the ordinary course of the Business consistent with past practice and which involve obligations of less than [$500.00 or other appropriate amount];

(o) take all actions within such Partner’s control to ensure that the Partnership does not make any distribution of capital to any partner of the Partnership; and

(p) take all actions within such Partner’s control to ensure that the Partnership does not increase, in any manner, the compensation or employee benefits of any of its employees, or pay or agree to pay to any of its employees any pension, severance or termination amount or other employee benefit.

1.19 Non-Competition. Each Partner agrees that from the date of this Agreement until the Effective Date and for [period of time] following the Effective Date, such Partner shall not, directly or indirectly, in any way whatsoever, individually, jointly, in partnership or with another Person or in conjunction with another Person, as employee, officer, director, partner, lender, guarantor, adviser, investor, consultant, principal, agent, proprietor or otherwise, engage in, be financially interested in, advise, lend money to, guarantee the obligations of or otherwise have any interest in any business which is competitive with the business of the Partnership as it is now carried on (provided that ownership of less than 5% of a publicly traded company engaged in a competitive business shall not be deemed to violate this section).

1.20 Non-Solicitation. Each Partner agrees that from the date of this Agreement until the Effective Date and for [period of time] following the Effective date, such Partner shall not, directly or indirectly, in any way whatsoever, individually, jointly, in partnership or with another Person or in conjunction with another Person, as employee, officer, director, partner, lender, guarantor, adviser, investor, consultant, principal, agent, proprietor or otherwise, contact, attempt to contact, solicit or communicate with any Person who was a customer or actively pursued prospective customer of the Partnership at the date of this Agreement for the purpose of selling or providing to such customer or prospective customer any product or service which is the same as or substantially similar to, or competitive with, the products and services sold, offered or provided by the Partnership at the date of this Agreement.

1.21 Non-Hire. Each Partner agrees that from the date of this Agreement until the Effective Date and for [period of time] following the Effective Date, such Partner shall not, directly or indirectly, in any way whatsoever, individually, jointly, in partnership or with another Person or in conjunction with another Person, as employee, officer, director, partner, lender, guarantor, adviser, investor, consultant, principal, agent, proprietor or otherwise, hire, solicit or attempt to hire any Person who was an employee or contractor of the Partnership at the date of this Agreement, or induce or attempt to induce any Person who was an employee or contractor of the Partnership at the date of this Agreement to leave his or her employment or engagement.

1.22 Non-Interference. Each Partner agrees that from the date of this Agreement until the Effective Date and for [period of time] following the Effective Date, such Partner shall not, directly or indirectly, in any way whatsoever, individually, jointly, in partnership or with another Person or in conjunction with another Person, as employee, officer, director, partner, lender, guarantor, adviser, investor, consultant, principal, agent, proprietor or otherwise, contact, attempt to contact or interfere in any manner with any customer, prospective customer, supplier, employee, contractor or other Person with whom the Partnership had a business relationship at the date of this Agreement.

1.23 Confidential Information. Each Partner agrees not to, [forever and in perpetuity/insert appropriate time period], use for its own benefit or the benefit of any other Person, nor disclose to any other Person, any Confidential Information.

1.24 Reasonableness of Covenants. The Parties agree and acknowledge that the provisions contained in subsections [insert subsection references dealing with restrictive c ovenants] inclusive of this Agreement are reasonable in scope and reasonably necessary in order to confer upon the Parties the benefits that it is intended this Agreement will confer, and the Parties confirm that all of the terms and conditions contained in this Agreement have been negotiated taking into account the provisions contained in those subsections.

1.25 Expenses. Each of the Parties to this Agreement shall be responsible for all expenses incurred by it in connection with the negotiation of this Agreement and the completion of the transactions contemplated by this Agreement including, without limitation, the charges of their respective legal counsel, accountants, financial and other advisers.

1.26 Announcements. No announcement with respect to this Agreement or the dissolution of the Partnership will be made by any Party without the prior approval of the other Parties. The foregoing obligation will not apply to any announcement by any Party that is required in order to comply with laws pertaining to timely disclosure, provided that such Party notifies the other Party before making any such announcement.

CONDITIONS

1.27 Conditions for the Benefit of each Partner. The dissolution of the Partnership as contemplated by this Agreement is expressly subject to the satisfaction of all of the following conditions at or prior to the Effective Date, and each of the Partners covenants to use reasonable efforts to ensure that such conditions are satisfied:

(a) Accuracy of Representations and Warranties. The representations and warranties of each of the Partners contained in this Agreement or in any document delivered pursuant to this Agreement shall be true and accurate on the date of this Agreement and at the Effective Date with the same force and effect as though such representations and warranties had been made as of the Effective Date.

(b) Performance of Covenants. Each of the Partners shall have complied with all covenants and obligations which such Partner is required to perform pursuant to this Agreement on or before the Effective Date. (c) Certificate of Representations and Warranties. Each of the Partners shall have delivered to the other Partners a certificate in form and substance satisfactory to the solicitors for the other Partners, acting reasonably, confirming the truth and accuracy of all representations and warranties of such Partner as of the Effective Date, and certifying that such Partner has performed all of the covenants required to be performed by such Partner pursuant to this Agreement on or before the Effective Date.

(d) Consents. All consents required to be obtained in order to carry out the dissolution of the Partnership in compliance with all laws and agreements binding on the Parties hereto shall have been obtained.

(e) Release from Guarantees. Each of the Partners will have received releases from all necessary parties, in form acceptable to the solicitor for each Partner, acting reasonably, pursuant to which each Partner is unconditionally released from all guarantees, covenants and other arrangements providing financial assistance or support to or on behalf of the Partnership or the Business.

1.28 Waiver or Termination by a Partner. The conditions contained in section 5.1 of this Agreement are inserted for the benefit of each Partner and may be waived in whole or in part by all of the Partners, acting unanimously, at any time. The Partners agree that a waiver of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and shall not constitute a waiver of any other covenant, agreement, representation or warranty made in this Agreement that corresponds or is related to such condition or such part of such condition, as the case may be. If any of the conditions contained in section 5.1 of this Agreement are not satisfied as herein provided, any Partner may, at its option, rescind this Agreement by notice in writing to the other Partners and in such event all of the Partners shall be released from all obligations under this Agreement, unless the condition which have not been satisfied are reasonably capable of being satisfied or caused to be satisfied by one or more Partners in which case such one or more Partners, as the case may be, shall not be permitted to rescind this Agreement based on the non-satisfaction of such condition.

DISTRIBUTION OF PARTNERSHIP PROPERTY

1.29 Distribution of Partnership Property. All of the debts and liabilities of the Partnership having been paid or satisfied, the Partners hereby agree that the remaining assets of the Partnership, consisting of [describe remaining assets of the Partnership, if ap propriate], be distributed and transferred to the Partners in proportion to their respective Partnership Interests [pursuant to the provisions of subsection 85(3) of the Income Tax Act (Canada)].

INDEMNIFICATION AND RELEASE

1.30 Indemnity by Each Partner. Each Partner agrees to defend, indemnify and hold each of the other Partners, their directors, officers, employees, agents, contractors and affiliates, harmless from and against any loss, claim, cause of action, suit, injury, expense, damage or liability, including reasonable legal costs, that they or any of them may incur as a result of or in connection with any of the following:

(a) the Partner’s proportionate share of all debts, liabilities and expenses of the Partnership, of any kind whatsoever, known or unknown, fixed or contingent, which relate to the operation of the Business of the Partnership prior to the Effective Date;

(b) the Partner representing itself as a partner of the Partnership following the Effective Date, except as contemplated by this Agreement;

(c) the Partner representing itself as being authorized to act on behalf of or bind the Partnership following the Effective Date, except as contemplated by this Agreement;

(d) the Partner carrying on business or identifying itself as carrying on business in the name of the Partnership following the Effective Date, except as contemplated by this Agreement;

(e) the Partner incurring any expense charge, obligation or liability in the name of or on behalf of the Partnership following the Effective Date, except as contemplated by this Agreement;

(f) any non-performance or non-fulfillment of any covenant or agreement on the part of the Partner contained in this Agreement or in any document given in furtherance of the completion of the transactions contemplated by this Agreement; or

(g) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Partner contained in this Agreement or contained in any document or certificate given in furtherance of the completion of the transactions contemplated by this Agreement.

1.31 Mutual Release. Each Partner agrees to execute and deliver to the other Partners, on the Effective Date, a mutual release substantially in the form of Schedule “A” attached hereto, to evidence the release by such Partner of the other Partners and each of them of any and all actions, causes of actions, claims, demands, debts, dues, accounts, bonds, covenants and contracts whatsoever, whether presently known or unknown, that such Partner ever had, now has or hereinafter can, shall or may have, connected with or related to the Business, the Partnership or the Partnership Interest of such Partner, except as specifically described in this Agreement.

DELIVERIES ON THE EFFECTIVE DATE

1.32 Deliveries on the Effective Date. On or before the Effective Date, each Partner shall: (a) execute and deliver such document or instrument as the other Partners may require, acting reasonably, evidencing the dissolution of the Partnership;

(b) cause to be delivered to the other Partners an opinion from counsel to such Partner, in form and substance satisfactory to the solicitors for the other Partners, acting reasonably, to the same effect as the representations and warranties contained in subsections 3.1(a) through 3.1(d) inclusive, and such other matters as the other Partners and their counsel may reasonably request;

(c) execute and deliver to the other Partners a certificate regarding the representations, warranties and covenants of such Partner as described in section 5.1(c) of this Agreement;

(d) execute and deliver to the other Partners a mutual release substantially in the form attached hereto as Schedule “A”; and

(e) deliver such other documents and do such things as are reasonably required or contemplated to be delivered by such Partner pursuant to this Agreement.

GENERAL PROVISIONS

1.33 Assignment. This Agreement may not be assigned by any Party without the prior written consent of all the other Parties, which consent will not be unreasonably withheld. Any attempt by any Party to assign any of its rights, duties or obligations hereunder in contravention to the above requirements shall be void and of no effect.

1.34 Notice. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be in writing, shall be addressed to the relevant party at the address set out herein for such party, and shall be given by prepaid first-class mail, by facsimile transmission or by hand-delivery as hereinafter provided. Any such notice or other communication, (i) if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, (ii) if delivered by facsimile transmission shall be deemed to have been received on the day that it is so transmitted provided that the sender has retained confirmation of transmission and further provided that if it is transmitted on a day which is not a Business Day or after p.m. ( time) then it shall be deemed to have been received on the next day which is a Business Day, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address set out herein for such party to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by facsimile transmission or by hand and shall be deemed to have been received in accordance as set out above.

1.35 Survival. The Parties agree that the provisions of this Agreement which are intended to survive the termination of this Agreement shall survive the termination of this Agreement and shall continue in full force and effect and be binding upon the Parties.

1.36 Dispute Resolution. Any dispute regarding the interpretation, compliance with or breach of this Agreement will be resolved as follows:

(a) the Parties agree to negotiate in good faith commencing upon written notice from one party to the other containing a summary of the dispute (the “dispute notice”), and all such negotiations shall be confidential and inadmissible in any subsequent proceeding without the written consent of all the Parties thereto;

(b) if the dispute is not resolved by negotiation as set out above within ( ) days following the receipt of the dispute notice, the Parties will refer the dispute to a mediator acceptable to all Parties for non-binding mediation, and the costs of such mediation shall be shared equally by the Parties;

(c) if the dispute is not settled by mediation as set out above within ( ) days of receipt of the dispute notice, or if a mutually acceptable mediator is not selected within ( ) days of receipt of the dispute notice, the dispute shall be settled by binding arbitration as follows: Within ( ) days of receipt of the dispute notice, each party shall designate one arbitrator. Within ( ) days of receipt of the dispute notice, the two arbitrators so designated shall appoint a third arbitrator mutually acceptable to them, who shall alone hear and determine the dispute. If the two designated arbitrators are unable to agree upon a third arbitrator within ( ) days of receipt of the dispute notice, the third arbitrator shall be appointed by a Judge of the Ontario Court (General Division) as soon as practicable. The arbitration shall be conducted in the English language and in accordance with the provisions of the Arbitration Act (Ontario), with all hearings to take place in the Province of Ontario, unless otherwise agreed by all Parties. Any judgment, decision or award rendered by such arbitrator shall be final and binding on the Parties and shall not be the subject of any further court proceeding except in connection with the enforcement of such award by a court of competent jurisdiction. The costs of arbitration, including legal fees and disbursements of the Parties, shall be allocated by the arbitrator in the manner that the arbitrator, in his or her discretion, considers appropriate. This section does not affect the rights of the Parties to seek injunctive relief when appropriate to enforce their respective rights hereunder. 1.37 Time of the Essence. Time shall be of the essence in connection with this Agreement.

1.38 Further Assurances. Each of the Parties hereby agrees that it will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as another party may reasonably require from time to time for the purpose of giving effect to the provisions of this Agreement and each of the Parties agrees that it will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

1.39 No Limit on Additional Remedies. Nothing contained in this Agreement shall limit any other remedies which any party may have as a result of the default of the other party under this Agreement, and the Parties agree that remedies for breach of this Agreement may be in equity by way of injunctive relief or specific performance, as well as for damages, and any other relief available, whether in equity, in law or otherwise.

1.40 Remedies. Each party acknowledges that a breach or threatened breach by a party of any of certain provision of this Agreement may result in the other party suffering irreparable harm, which may not be able to be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, each party agrees that in the event of a breach of the provisions of this Agreement by a party, the other party may be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which such other party may otherwise be entitled.

1.41 Enurement. This Agreement shall enure to the benefit of, and be binding upon, the Parties hereto and their respective successors, affiliates and permitted assigns.

1.42 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein and each of the Parties hereby submits to the non-exclusive jurisdiction of the Province of Ontario in connection with this Agreement. IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date above first written.

Per: I have authority to bind the corporation.

Per: I have authority to bind the corporation. SCHEDULE “A”

MUTUAL RELEASE

DATE: [Insert date of Release]

WHEREAS , and have until now conducted the business of [ describe the nature of the business carried on by the Partnership] (the “Business”) as a general partnership under the name [name of Partnership] (the “Partnership”);

WHEREAS , and (collectively, the “Partners”) have entered into a Dissolution of Partnership Agreement dated as of [insert date of Dissolution of Part nership Agreement] (the “Dissolution Agreement”);

AND WHEREAS pursuant to the Dissolution Agreement each Partner has agreed to execute and deliver this Release to the other Partners;

NOW THEREFORE FOR GOOD AND VALUABLE CONSIDERATION the receipt and sufficiency of which is hereby acknowledged:

1. Each of the Partners does hereby remise, release and forever discharge the other Partners and their respective officers, directors, employees, agents, contractors and affiliates from any and all actions, causes of actions, claims, demands, debts, dues, accounts, bonds, covenants and contracts whatsoever, whether presently known or unknown that such Partner ever had, now has or hereinafter can, shall or may have connected with or related to the Business, the Partnership and the Partnership Interest (as such term is defined in the Dissolution Agreement) of such Partner, except for those obligations of the other Partners as contained in the Dissolution Agreement.

2. In the event that a Partner should make any claim or demand, or commence or threaten to commence any action, claim or proceeding at common law or pursuant to any legislation against any of the other Partners or their respective officers, directors, employees, agents, contractors or affiliates, this Release may be raised as a complete bar to any such claim, demand or action.

3. The provisions of this Release shall enure to the benefit of and be binding upon each of the Partners and its respective successors and assigns.

4. This Release shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

Per: I have authority to bind the corporation.