Voting Trust Agreement for Shares by Megadox

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									                              VOTING TRUST AGREEMENT

THIS AGREEMENT made effective as of the ___ day of ____________, ________.

BETWEEN:

                                      SHAREHOLDER 1
                                                                         OF THE FIRST PART
                                             - and -

                                      SHAREHOLDER 2
                                                                      OF THE SECOND PART
                                             - and -

                                      SHAREHOLDER 3
                                                                        OF THE THIRD PART
 (hereinafter individually referred to as a “Shareholder” and collectively as the “Shareholders”)

                                             - and -

                                          TRUSTEE
                                   (hereinafter the “Trustee”)
                                                                     OF THE FOURTH PART

                                             - and -

                                        DEPOSITARY
                                 (hereinafter the “Depositary”)
                                                                         OF THE FIFTH PART
                                             - and -

                                       CORPORATION
                    a corporation incorporated under the laws of _________
                                 (hereinafter the “Corporation”)
                                                                      OF THE SIXTH PART


WHEREAS the Shareholders are the registered and beneficial holders of all of the issued and
outstanding shares in the capital of the Corporation and have agreed to enter into this Agreement
for the purpose of assuring the continuity of the management and policies of the Corporation.

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements
hereinafter contained, the parties hereto hereby agree as follows:
                                             -2-


1.    The Shareholders represent and warrant that they are the registered holders and beneficial
owners of the number and class of shares of the Corporation set out opposite their respective
names as shown on Schedule “A” annexed hereto and made a part hereof.

2.      The Shareholders covenant and agree that they shall forthwith deliver to the Depositary
the share certificates representing the number and class of shares as specified in Schedule “A”
hereto, duly endorsed for transfer to the Depositary, and upon delivery of the aforesaid share
certificates to the Depositary, they shall cause the Depositary to be recorded on the books and
records of the Corporation as the registered holder thereof and shall cause the Corporation to
issue to and deliver to the Depositary a share certificate or certificates, in the name of the
Depositary, representing the said shares so transferred.

3.      Upon receipt by the Depositary of the share certificate or certificates representing the said
shares, issued in the name of the Depositary, the Depositary shall issue to each Shareholder one
(1) or more trust certificates representing the number of shares of each class of shares of the
Corporation transferred and delivered by such Shareholder to the Depositary, which trust
certificate shall be substantially in the form annexed hereto as Schedule “B”.

4.      During the continuance and subject to the terms of this Agreement, the Trustee shall have
the exclusive right, in his sole discretion, to receive all notices of and to attend at all meetings of
the Shareholders of the Corporation and to vote, in person or by proxy, and otherwise exercise all
rights attaching to the shares of the Corporation registered in the name of the Depositary and
held by it pursuant to this Agreement. The Depositary shall take such actions and execute and
deliver to the Trustee such documents as the Trustee may require to exercise his rights or any of
them in respect of the said shares, including, but not limited to, the execution and delivery of
such proxies and other documents as shall enable the Trustee to exercise the voting rights
attached to such shares.

5.       The Depositary shall maintain a register of the holders of trust certificates and a register
of the transfer of trust certificates. Trust certificates shall be transferable, in accordance with
their terms, by surrender to the Depositary of the trust certificates duly endorsed for transfer by
the registered holder. Upon receipt of such trust certificate, the Depositary shall issue and deliver
to the transferee thereof a new trust certificate registered in the name of the transferee.

6.      The Depositary shall pay to the registered holders of the trust certificates all cash
dividends and other cash distributions, if any, declared and paid in respect of the shares
represented by such trust certificates, within ______ business days following the date on which
the same are received by the Depositary. In the event the Corporation declares or pay
								
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