Voting Trust Agreement

Voting Trust Agreement VOTING TRUST AGREEMENT A Voting Trust Agreement is an agreement whereby a voting trust is created and the shares in a company of one or more shareholders are legally transferred to a trustee for a certain period of time. In most Voting Trust Agreements, the trustee appointed is granted additional powers such as the ability to sell the shares. At the termination of the term of the trust, the shares held by the trustee would be transferred back to the shareholders. 1 of 9 Voting Trust Agreement VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT, dated as of the ____ day of _____, 20___, among _______________, a company duly incorporated pursuant to the laws of the Province/Sate of _____________, (the “Shareholder”), _____________, ______________, and ______________, (collectively the “Voting Trustees”), ______________, a national banking association (the “Collateral Agent”) and ________________, a company duly incorporated pursuant to the laws of the Province/State of ________________ (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 Shareholders 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 (the “Shares”) of the Company, 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 aggr