VOTING TRUST DECLARATION
TO: [NAME OF CORPORATION] (the “Corporation”), and its officers and directors
AND TO: The Owners Listed Below (the “Owners”)
RE: ### [class] Shares of the Corporation issued to the undersigned by way of or
included as part of Certificate(s) ### and any successor shares or replacement
shares (the “Shares”)
The undersigned ___________________________ [insert name] hereby declares, acknowledges
and affirms as follows:
1. That I am holding the Shares and all share certificates in that regard in trust for the
benefit the Owners, who are the true and lawful beneficial owners thereof, in the
proportions hereinafter set out, or as they may each further direct:
Owner Number of Shares
2. That I have no interest in and to the Shares or their certificates, and I am a bare trustee for
and on behalf of the Owners, except to the extent that I myself am an Owner as set out above.
3. That I will follow and implement all lawful directions of the Owners with respect to their
Shares, including the transfer or assignment of the Shares or a part of them or any relevant share
certificates as they may direct.
4. That I will immediately provide to each Owner particulars and copies of all information
or documentation related to the Shares, the Corporation or its affairs that comes into my
possession by virtue of my being listed as the registered owner of the Shares in the books and
records of the Corporation, including but not limited to financial statements, reports and notices.
5. That I will exercise any voting rights attached to the Shares as directed by the Owners, or,
if they cannot agree as between themselves, as those Owners representing a majority percentage
interest direct me to vote the Shares.
6. That I will use my best efforts to have the appropriate number of Shares transferred into
the name of any Owner upon the request of that Owner, subject to the approval of the directors
of the Corporation.
Signature of Trustee
Acknowledgement, Proxy and
Right of First Refusal
Each of the Owners listed above hereby:
1. Acknowledges and agrees to the declarations set out above.
2. Nominates and appoints [name of trustee] as their proxy for the purpose of voting the
Shares, or appointing another person as proxy for their Shares, for all future meetings of Owners;
provided that this proxy may be revoked in writing at any time on notice to [name of trustee].
3. Grants all other Owners a right of first refusal on their Shares as follows:
(a) All Owners (the “Remaining Owners”) shall have a right of first refusal on the
sale or transfer of any Shares of all other Owners (the “Selling Owners”) as set
out in this paragraph (the “Right”).
(b) If a Selling Owner receives an offer or enters into an agreem