It is very important to determine whether a share purchase agreement is the appropriate legal instrument for your situation. In the following cases, a share purchase agreement is required: The share and unit purchase agreement of May 29, 2018 (the “agreement” has been translated from English to French (the “translation”) for the comfort of the reader. Reasonable efforts have been made to ensure the accuracy of the translation. However, there is no guarantee, whether explicit or implied, regarding the accuracy, accuracy or reliability of the translation. Any discrepancies or differences in the translation are not binding and have no legal effect for any purpose. If you have any questions about the accuracy of the information contained in the translation, please refer to the English version of the agreement. (a) if the parties to the sale wish to avoid any complications or risks associated with the acquisition of assets; Asset acquisition may not be the most advantageous option, as some assets may be difficult to transfer or the cost of transferring them can be prohibitive; As such, buying shares can be a better alternative; and b) if the sale process is initiated by a Memorandum of Understanding (Y04200 model) instead of a detailed share purchase offer (model Y04270) followed by a closing certificate (Y04600 model). This model was designed specifically for the date a company sells its shares to a person (who is not yet a shareholder) and the sale results in the transfer of control to that new shareholder. To transfer a business company, the buyer must acquire at least the majority of the voting rights issued and ongoing from the business. These shares may belong to one or more owners who agree to sell their shares for compensation. This transfer could, in theory, be proved by the fact that the shares constituting a majority of these registered holders in favour of the new owner are simply favourable in exchange for the agreed payment. However, where the entity for sale is a private issuer, the usual practice is usually to sign a share purchase agreement (which may be more or less detailed depending on the wishes of the parties). When using this proposal, it is important to consider all laws that may influence the interpretation of certain clauses of this treaty; For example, the law under which the company was created (CBCA or QBCA), the Civil Code of Quebec (on service agreements and mandates) and the applicable provisions of the Quebec Securities Act and its regulations.