B02700 - Voting Trust Agreement

B02700 ― VOTING TRUST AGREEMENT 2.1

B02700

VOTING TRUST AGREEMENT ENTERED INTO BETWEEN

......

AND

......

B02700-11 (CFPC/Corporate – 2007)

B02700 ― VOTING TRUST AGREEMENT 2.1

TABLE OF CONTENTS

PAGE

RECITALS 7

1 INTERPRETATION 7

1.1 Definitions 7

(a) Agreement 8

(b) Corporation 8

(d) Law 8

(e) Legal Representatives 8

(f) Person 8

(g) Shares 8

(h) Shareholder Agreement 9

(i) Voting Trust Certificate 9

(j) VOTING TRUSTEES 9

1.2 Precedence 9

1.3 Jurisdiction 9

(a) Governing Laws 9

(b) Non-compliance 10

(i) Severability 10

(ii) Substitute Provision 10

1.4 Miscellaneous 10

(a) Cumulative Rights 10

(b) Time and Dates 10

(i) Time of the Essence 10

(ii) Computation of Time 10

(iii) Delays 11

(d) Gender and Number 11

(e) Headings 11

(f) Presumptions 11

2 VOTING TRUST 11

2.1 Creation 11

2.2 Appointment 12

(a) VOTING TRUSTEES 12

(b) Replacement 12

2.3 Voting Trust Certificates 12

(a) Approval 12

(b) Replacement 12

2.4 Deposit of Shares 13

(a) Delivery 13

(b) Issue 13

3 GOVERNANCE OF VOTING TRUST 13

3.1 Decisions 13

(a) Majority Rule 13

(b) Rules and Regulations 13

(d) No Authority 13

3.2 Register 14

(a) Record of Registered Holders 14

(b) Status of Registered Holder 14

3.3 Transfer 14

(a) Compliance 14

(b) Registration 14

3.4 Deposit of Additional Shares 14

(a) Undertaking to Deposit 14

(b) Delivery 15

3.5 Dividends 15

(a) Entitlement 15

(b) Payment 15

3.6 Liability 15

3.7 Changes to Shares 15

3.8 Termination 16

4 MUTUAL REPRESENTATIONS AND WARRANTIES 16

4.1 Status 16

4.2 Authority 16

4.3 Binding Agreement 16

4.4 Canadian Resident 16

4.5 Canadian Status 16

4.6 Disclosure 17

5 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS 17

(a) Ownership 17

(b) Issue 17

(d) Assignability 17

(e) Dividend 17

(f) Dilution 17

6 REPRESENTATIONS AND WARRANTIES OF VOTING TRUSTEES 18

6.1 Conflicts 18

6.2 Disclosure 18

7 REPRESENTATIONS AND WARRANTIES OF DEPOSITORY 18

7.1 Status 18

7.2 Authority 18

8 MUTUAL DUTIES AND OBLIGATIONS 18

9 DUTIES AND OBLIGATIONS OF SHAREHOLDERS 18

9.1 No Request 18

9.2 Personal Information 19

10 DUTIES AND OBLIGATIONS OF VOTING TRUSTEES 19

10.1 Exercise of Rights 19

10.2 Directives 19

11 DUTIES AND OBLIGATIONS OF DEPOSITORY 19

11.1 General Duties 19

11.2 Parity 20

11.3 Termination 20

12 SPECIAL PROVISIONS 20

12.1 Assignment 20

(a) Prohibition 20

(b) Effect of Breach 20

12.2 Force Majeure 20

(a) No Default 20

(b) Duty 21

12.3 Further Assurances 21

12.4 Other Remedies 21

(a) Choices 21

(b) No Limitations 21

12.5 Limitations on Actions 21

13 GENERAL PROVISIONS 21

13.1 Notices 21

13.2 Dispute Resolution 22

(a) Good Faith Negotiations 22

(b) Mediation 22

(i) Jurisdiction 22

(ii) Ruling 22

(iii) Costs 22

13.3 Choice of Venue 23

13.4 Counterparts 23

13.5 Amendment 23

13.6 Waiver of Rights 23

13.7 Electronic Transmission 23

14 TERMINATION 23

14.1 Mutual Consent 23

14.2 Without Notice 23

14.3 Prior Notice 24

14.4 Effect 24

14.5 Survival 24

15 EFFECTIVE DATE 24

16 DURATION 24

16.1 Initial Term 24

16.2 Renewal 24

17 SCOPE 25

SCHEDULES

SCHEDULE A - EXCERPT OF THE RESOLUTION OF CORPORATE SHAREHOLDER 26

SCHEDULE 2.3(a) - VOTING TRUST CERTIFICATE 27

SCHEDULE 2.4(a) - LIST OF DEPOSITING SHAREHOLDERS 28

VOTING TRUST AGREEMENT entered into in the City of ...... , Province of ...... (insert name of province), Canada.

BETWEEN: ...... (name of individual), ...... (occupation), domiciled and residing at ...... (insert civic number and street name), in the City of ...... (insert name of city), Province of ...... (insert name of province), ...... (postal code);

...... (corporate or business name), a corporation duly incorporated pursuant to the ...... Act (name of statute under which the corporation was incorporated), having its principal place of business at ...... (insert civic number and street name), in the City of ...... (insert name of city), Province of ...... (insert name of province), ...... (postal code);

...... (corporate or business name), a corporation, duly incorporated pursuant to the ...... Act (name of statute under which the corporation was incorporated), having its head or registered office at ...... (insert civic number and street name), in the City of ...... (insert name of city), Province of ...... (insert name of province), ...... (postal code), and duly registered under number ...... (...... ) in accordance with ...... (insert name of statute pursuant to which the entity is registered), represented by ...... (name of representative), its ...... (title of representative), who is duly authorized for the purposes hereof as he(she) so declares [or as indicated in the resolution of the [sole director or board of directors];

HEREINAFTER REFERRED TO AS "SHAREHOLDER A";

AND: ...... (identification of party).

HEREINAFTER REFERRED TO AS "SHAREHOLDER B";

HEREINAFTER COLLECTIVELY REFERRED TO

AS THE "SHAREHOLDERS"

AND: ...... (identification of party).

HEREINAFTER COLLECTIVELY REFERRED TO

AS THE "VOTING TRUSTEE(S)";

AND: ...... (identification of party).

HEREINAFTER REFERRED TO AS THE "DEPOSITORY";

HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PARTIES".

RECITALS

THE SHAREHOLDERS MAKE THE FOLLOWING REPRESENTATIONS:

(A) The SHAREHOLDERS hold all the issued and outstanding shares of "...... " (hereinafter known as the “Corporation”) as follows:

SHAREHOLDER / SHARES
HELD / CERTIFICATE
NUMBER / PERCENTAGE

(B) The SHAREHOLDERS wish to set up a voting trust for the purpose ...... (state reasons for voting trust).

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1 INTERPRETATION

1.1 Definitions

Unless otherwise indicated, capitalized words and expressions appearing in the Agreement shall be interpreted or construed as follows:

(a) Agreement

means this agreement including its recitals and schedules, any related or ancillary document identified in the agreement, as well as any amendment made thereto from time to time by the PARTIES in compliance with Section 13.5; the terms “herein”, “hereof”, “hereto”, “herewith”, “hereunder”, “hereby” and other similar terms, when used in the agreement, shall generally refer to the agreement as a whole rather than to a specific part thereof, unless otherwise indicated in the text;

(b) Corporation

refers to ...... (identification of business corporation whose shares are the object of the voting trust);

(c) Encumber or Encumbrance

encumber means to create or grant an encumbrance and encumbrance means a secured claim or debt, a right to use or enjoy property, including an easement, long-term lease, ownership interest, restriction on the right to sell or security interest;

(d) Law

means a federal, provincial, state, municipal and foreign law, any regulation, ordinance, code, guideline, policy, or rule of civil or common law, any trade amendment thereto and any judicial or administrative order, consent, decree or judgment and may also include an international treaty or trade agreement;

(e) Legal Representatives

means, in respect of each Person who is, directly or pursuant to an authorized assignment, a PARTY to the Agreement, as the case may be, the executors or administrators of its estate, its legal heirs, legatees, devisees or successors and authorized assigns and its directors, officers, partners, members, employees, representatives or agents;

(f) Person

means, as the case may be, a natural person, a partnership, a joint-stock company, a business corporation, a cooperative, an association, a labour union, a trust or any other organization whether incorporated or unincorporated, or any public authority of foreign, federal, provincial, territorial or municipal jurisdiction which is not a party to the Agreement, and includes their Legal Representatives;

(g) Shares

means the shares of any class of the Corporation conferring upon the holders thereof the right to one or more votes per share held and the right to receive any dividend declared as well as the right to share in the remaining assets of the latter upon its liquidation or winding-up and shall include, in the event of the amendment of the share capital, the replacement shares to the extent that they shall have the same attributes;

(h) Shareholder Agreement

refers to the shareholders agreement entered into by all of the SHAREHOLDERS of the Corporation on the ...... (signing date of the shareholder agreement);

(i) Voting Trust Certificate

refers to the instrument used to evidence the ownership rights of a SHAREHOLDER on the Shares deposited pursuant to the Agreement as provided for in Section 2.3 herein;

(j) VOTING TRUSTEES

refers to the Persons appointed pursuant to Section 2.2 of the Agreement.

1.2 Precedence

The Agreement reflects the entire understanding between the PARTIES. It supersedes all other written or verbal promises or covenants made prior to its signing in addition to any schedules hereto attached and all amendments agreed upon by the PARTIES which do not comply with Section 13.5 of the Agreement.

The Agreement reflects the entire understanding between the PARTIES relating to the purposes stated herein. It supersedes all other written or verbal promises or covenants relating to such purposes made prior to its execution date in addition to any schedules hereto attached and all amendments agreed upon by the PARTIES that do not comply with Section 13.5 of the Agreement. In the event of a conflict between the provisions of the agreement and the provisions of Shareholder Agreement the latter shall prevail.

1.3 Jurisdiction

(a) Governing Laws

The Agreement shall be interpreted, construed and performed in accordance with applicable laws of the Province of ...... (insert name of province) and of Canada.

The Agreement shall be interpreted, construed and performed in accordance with applicable laws of the Province of ...... (insert name of province) and of Canada. Where the Agreement refers to a specific statute, such reference includes all regulations passed pursuant thereto, all amendments relating thereto as well as any statute or regulation which supplements or replaces said statute or regulation, as the case may be. Any reference to a repealed statute shall be considered to refer to the statute and the regulations pursuant thereto as they read immediately prior to the repeal of the statute.

(b) Non-compliance

(i) Severability

In the event that any provision of the Agreement is deemed to be invalid or unenforceable, such provision shall, whenever possible, be interpreted, construed, limited or if necessary severed to the extent necessary to eliminate such invalidity or unenforceability. All the remaining provisions of the Agreement shall remain valid and continue to bind the PARTIES.

(ii) Substitute Provision

If required, the PARTIES agree to negotiate in good faith a valid enforceable substitute provision which most nearly reflects the PARTIES’ original intent in entering into the Agreement or to provide an equitable adjustment in the event no such provision can be added.

1.4 Miscellaneous

(a) Cumulative Rights

All rights referred to in the Agreement are cumulative and not mutually exclusive. Any waiver of the enforcement of a right granted by one of the PARTIES for the benefit of another in the Agreement shall, under no circumstances, be interpreted or construed as a waiver of the enforcement of any other right granted hereunder unless, as a matter of exception, the wording of a provision of the Agreement requires such interpretation or construction.

(b) Time and Dates

(i) Time of the Essence

Time shall be of the essence in the Agreement. No extension of, or amendment to, the Agreement shall, unless clearly stated in such extension or amendment, operate as a waiver of this provision.

(ii) Computation of Time

When computing any time limit, the following rules shall apply:

(A) the day marking the commencement of the time limit shall be excluded but the day of the deadline or expiry of the time limit shall be included;

(B) non-business days shall be included; however, where the day of the deadline or expiry of the time limit falls on a non-business day (Saturday, Sunday or holiday), the term or time limit shall be extended to the following business day; and

If the Agreement refers to a specific calendar date and such date falls on a non-business day, the deadline shall be extended to the next business day following the specific calendar date.

(iii) Delays

If the time limit for performance of any duty or obligation hereunder is delayed as a result of:

(A) a delay by one of the PARTIES in the performance of its responsibilities as set out herein;

(B) Force Majeure [or any factor which is beyond the reasonable control of the PARTY required to perform any specific duty or obligation and which is not attributable to any fault or negligence of such PARTY];

the time limit for such performance shall be extended for the period of time that such performance has been delayed as a result of such factor or events.

Unless otherwise indicated in the text, a reference to a Part includes all of the Sections contained in that Part, a reference to a Section includes all the Subsections contained in the Section, a reference to a Subsection includes all the Paragraphs contained in that Subsection and a reference to the Paragraph includes all of the Sub-paragraphs appearing in said Paragraph.

(d) Gender and Number

Unless otherwise required by the context, words importing the singular shall include the plural and vice-versa; and words importing the use of any gender shall include all genders.

(e) Headings

Headings used in the Agreement shall have no interpretative value. Their sole purpose shall be to help identify the content of the provisions contained in the Agreement.