Voting Trust Agreement

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									A Voting Trust Agreement is an agreement whereby a voting trust is created and the
shares and voting rights of one or more shareholders are legally transferred to a trustee
for a certain period of time. In most Voting Trust Agreements, the trustee has additional
powers such as the ability to transfer the shares. Once the trust’s term naturally
expires, the shares held by the trustee are transferred back to the shareholders. This
Agreement can be used by the shareholders of a corporation that want to transfer their
shares, and their voting rights, to a trustee.
                        VOTING TRUST AGREEMENT

        THIS VOTING TRUST AGREEMENT, hereafter, the “Agreement”, dated as of the
____ day of _____, 201___, among _______________, [NAME OF COMPANY THAT
WILL BE ACTING AS THE VOTING TRUST] a company duly incorporated pursuant to the
laws of the Province/Sate of _____________, (hereinafter, the “Shareholder”), _____________,
______________, and ______________, [NAME(S) OF THE PERSON/PEOPLE WHO
WILL BE ACTING AS TRUSTEES/VOTING AGENTS FOR THE SHARES] (hereinafter,
collectively, the “Voting Trustees”), ______________, [NAME OF BANK OR FINANCIAL
ASSOCIATION] a national banking association (the “Collateral Agent”) and
________________, [NAME OF COMPANY WHOSE SHARES ARE AT ISSUE] a
company duly incorporated pursuant to the laws of the Province/State of ________________
(hereinafter, the “Company”).

       WHEREAS, pursuant to a Call Option Agreement dated as of the date hereof between
the Voting Trustees and the Shareholder, the Voting Trustees have the right to acquire all of the
Shareholder's shares in the capital stock of the Company.

      NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:

                                          ARTICLE 1

1.00   VOTING TRUST

1.01 The Voting Trustees are hereby appointed Voting Trustees under the voting trust created
by this Agreement.

1.02 Throughout the term of this Agreement, the Voting Trustees shall act as Voting Trustees
with respect to the Shares of the Company (hereinafter, the "Shares"), with all the rights, powers
and privileges and subject to all of the provisions, conditions and covenants contained herein.

1.03 Within ______ ( ) days after the execution of this Agreement, the Shareholder shall
assign and transfer its/his/her interest to all of its/his/her shares to the Collateral Agent.

1.04 The Shareholder shall duly endorse for transfer and deposit with the Collateral Agent, the
share certificates representing such shares together with any stock powers or other instruments of
transfer duly executed, which shall be free and clear of any and all liens, claims and
encumbrances.

1.05 Upon the Collateral Agent receiving the share certificates duly endorsed, the Shares shall
be held in trust by the Voting Trustees, through the Collateral Agent, subject to the terms,
provisions and conditions of this Agreement and shall deliver or cause to be delivered to the
Shareholder of one (1) or more voting trust share certificates (the “Voting Trust Share
Certificates” or “Certificates”), in the form described in Article 5.03 representing in the
aggregate, the total number of shares deposited by the Shareholder.


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1.06 The share certificates representing the Shares to be duly endorsed, transferred and
deposited, shall be surrendered by the Voting Trustees to the Company and cancelled. New
share certificates representing the Shares shall be issued by the Company to the Voting Trustees.
In respect of the issuance of the new share certificates, such share certificates shall contain
thereon, notification of this Agreement and shall be recorded on the Company’s transfer ledgers
and registers.

1.07 The Voting Trustees are hereby authorized to make any further transfer of the Shares
which may be or become necessary in the event there is a change in person(s) holding the office
of a Voting Trustee.

1.08 The Voting Trustees hereby accept the trust created herein in accordance with all of the
terms, provisions and conditions of this Agreement.

1.09 The Shares shall be held by the Voting Trustees for the purpose and purposes of and in
accordance with all of the terms, provisions and conditions of this Agreement, and none of the
Shares, or any interest therein, shall be sold or disposed of, pledged or encumbered by the Voting
Trustees, expect as provided in this Agreement and in accordance with the Call Option
Agreement dated as of the date hereof to which such shares are subject (the “Option”).

                                          ARTICLE 2

2.00   VOTING TRUST CERTIFICATES

2.01 The form of voting trust certificates to be issued and delivered by the Voting Trustees
pursuant to this Agreement, shall be in the form attached hereto as Schedule “A” with such
changes or amendments which are consistent with the terms, provisions and conditions of this
Agreement, or as the Voting Trustees and Shareholder may approve in writing from time-to-
time.

2.02 The Voting Trustees shall have the authority to appoint and remove from time-to-time,
agents or representatives to execute on their behalf, and transfer agents and registers to register
the voting trust certificates.

2.03 The voting trust certificates issued pursuant to this Agreement, shall be transferable at the
Voting Trustees designated address of ________________________,[PROVIDE FULL
ADDRESS] on surrender thereof, by the registered holder in person or by an attorney duly
authorized by the Voting Trustees.

                                          ARTICLE 3

3.00   POWERS OF VOTING TRUSTEES

3.01 The Voting Trustees shall possess and be entitled to exercise all of the voting rights and
voting powers of an absolute owner of the Shares including, but not limited to, the power to vote
at meetings for the purposes of electing or removing directors, to authorize amendments to the


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Company’s Articles of Incorporation/Charter or by-laws, to amalgamate or liquidate or dissolve
the Company or to sell all or substantially all of the assets of the Company.

                                           ARTICLE 4
4.00   TERM

4.01   The trust hereby created shall terminate upon the earlier of the following:

       (i)          the Voting Trustees ceasing to act as officers of the Company;
       (ii)         the sale of all of the Shares issued to the Voting Trustees in accordance with
               the terms, provisions and conditions hereof; and
       (iii)        a change of control of the Company

4.02 A "change of control” shall be deemed to have occurred upon the happening of any of the
following events:

       (i)         a person or persons other than the Voting Trustees are elected by the Board of
               Directors to serve as the Company’s principal executive officer;
       (ii)        during any period of twelve (12) consecutive months, any individuals who at
               the beginning of such period constituted the Board of Directors of the Company
               cease for any reason whatsoever to constitute a majority of the directors;
       (iii)       within any period of twelve (12) consecutive months, any person or group,
               who or which was not an affiliate of the Company at the beginning of such period,
               becomes the beneficial owner of more than fifty (50%) percent of the total voting
               power of all classes or series of shares of the Company; or
       (iv)        if any merger, consolidation or sale of all or substantially all of the assets or
               shares of the Company.

4.03      Upon the termination of this Agreement, the Voting Trustees shall deliver the share
certificates for the Shares then held by the Collateral Agent to the Shareholder of the share
certificates.

4.04      For the term of this Agreement, the Shareholder shall not be permitted to directly or
indirectly do any of the following:

       (i)          knowingly sell any of the Shares to any person or group who has publicly
               indicated the desire or intention to acquire the Company by merger, consolidation
               or other form of business combination or to acquire any or all or substantially
               all of the assets of the Company;
       (ii)         knowingly become a member of a group other than with any related
               person(s) for the purpose of acquiring, holding, disposing or voting of securities
               of the Company; or
       (iii)        upon the sale of shares in accordance with the terms and conditions hereof,
               such shares shall cease to be trust shares.




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                                          ARTICLE 5

5.00   VOTING TRUSTEES’ DUTIES

5.01      When doing any act with respect to the control or management of the Company or its
affairs, either in person or by proxy, the Voting Trustees shall act in good faith. The Shareholder
hereby waives any conflict of interest that the Voting Trustees may personally have so long as
the Voting Trustees have acted in good faith.

5.02      The Voting Trustees shall not be liable for any error of judgment or mistake of law
or other mistake, and shall not be held responsible for any act or omission with respect
to his/her duties and responsibilities as Voting Trustees, or for any losses that may result
therefrom, unless such losses can be proven by clear and convincing evidence to be the result
of willful misconduct, gross negligence or bad faith.

5.03     The share certificates for the _________ [PROVIDE NUMBER] ( ) shares of the
Company which are issued to the Shareholder and transferred and assigned to the Voting
Trustees hereunder shall be endorsed as follows:

        “The shares represented by this certificate are subject to
         restrictions imposed by the federal _______________ Act, as
         amended and applicable state securities laws. The Shares may not
         be sold or transferred in the absence of registration or an
         exemption therefrom under such __________ Act and such
         applicable state securities laws.” [PROVIDE ACT'S NAME]

                                          ARTICLE 6

6.00   TRUSTEES’ INDEMNITY

6.01     The Voting Trustees shall be entitled to be indemnified fully against all costs, charges,
expenses and other liabilities properly incurred by the Voting Trustees in the exercise of any
power conferred upon him/her/them by these presents; and the Shareholder hereby covenants
with Voting Trustees that in the event that the Shareholder shall hold harmless and keep
indemnified the Voting Trustees from all loss or damage that he/she/they may sustain or be put
to by reason of anything he/she/they may lawfully do in the execution of this Agreement.

                                          ARTICLE 7

7.00   APPOINTMENT OF SUBSTITUTE TRUSTEES

7.01 In the event that any of the Voting Trustees are unable for any reason to vote the Shares
in the trust, but continues to hold the office of either Chief Executive Officer or Chairman of the
Board of the Company, such Voting Trustee shall appoint a substitute Voting Trustee and shall
provide notice of such substitute appointment to the Shareholder.




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7.02      Any person so appointed shall thereupon be vested with all the duties, powers and
authority of a Voting Trustee hereunder as if originally named herein for the sole purpose of
casting a particular vote at the direction of Voting Trustees.

                                           ARTICLE 8

8.00   REPORTS OF TRUSTEES

8.01      The Voting Trustees are hereby authorized and directed to prepare and file any and all
reports with respect to the Shares of the trust as such reports may be required under provincial,
state or federal securities laws.

                                           ARTICLE 9

9.00   GENERAL PROVISIONS

9.01    This Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter contained herein. No amendment to this Agreement or waiver
hereof shall be binding on the parties unless in writing and signed by all of the parties hereto.

9.02    Words shall be construed to be of such number and gender as the circumstances require.

9.03 This Agreement shall inure to the benefit of and be legally binding upon the parties hereto
and their heirs, executors, administrators, successors, assigns.

9.04     This Agreement shall be construed and enforced in accordance with the laws of the
Province/State of ________________.

9.05        This Agreement may be executed in one or more counterparts, each of which so
executed shall be deemed to be an original and such counterparts shall, together, constitute and
be one and the same document.

9.06       Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of any such provision in such jurisdiction in
any other respect and of the remaining provisions herein shall not be affected or impaired
thereby.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.


___________________________                       ___________________________________
Witness:                                         Shareholder




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___________________________      ___________________________________
Witness:                        Collateral Agent

___________________________      ___________________________________
Witness:                        Voting Trustee

___________________________      ___________________________________
Witness:                        Voting Trustee

                                (COMPANY)
                                Per:


                                __________________________________
                                Name: __________________________
                                Title: ___________________________
                                 I have authority to bind the Company.




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                                SCHEDULE “A”

                          FORM OF SHARE CERTIFICATES




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