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VOTING TRUST AGREEMENT



This Voting Trust Agreement (the Agreement) is effective [DATE],


BETWEEN:  [FIRST PARTY NAME] (the "Employee"), an individual with his main address located at:

      [YOUR COMPLETE ADDRESS]


AND:  [SECOND PARTY NAME] (the "Trustee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:

WHEREAS the authorized capital of [COMPANY NAME] (Employee) consists of an unlimited number of Class A common shares and Class B special common shares;

WHEREAS Employee has offered to its shareholders of record as at [EFFECTIVE DATE] as well as to its employees, directors and officers the right to subscribe for certain numbers of Class A common shares in the capital stock of Employee at a subscription price of [AMOUNT] per share;

WHEREAS the Employees of Employee (the Employee) have subscribed for, in the aggregate, [NUMBER] Class A common shares in the capital stock of Employee (the  Employee Shares);

WHEREAS each of the Employee believes it to be in the best interests of Employee that, insofar as he has indicated his desire to subscribe for and purchase Class A common shares of Employee under the said rights offering, the Trustee exercise all the voting rights attached to his shares in respect of the matters set forth herein, subject to the conditions and terms set out herein below;

NOW THEREFORE AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OF OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY WHEREOF IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS:


TRANSFER OF SHARES TO TRUSTEE

Transfer of Shares

The Employee hereby agrees that upon his subscription for and purchase of Class A common shares of Employee, he shall transfer and assign to the Trustee the aggregate number of shares in the capital stock of Employee beneficially owned by him and shall deliver to the Trustee share certificates representing such shares, duly endorsed for transfer in favor of the Trustee. The Employee shall cause the Trustee to be recorded on the books and records of Employee as the registered holder thereof and shall cause Employee to issue to and deliver to the Trustee a share certificate or certificates in the name of the Trustee, representing the shares so transferred.
Issue of Voting Trust Certificates

Upon receipt by the Trustee of the share certificate or certificates representing the shares of Employee beneficially owned by the Employee, the Trustee shall issue to the Employee [NUMBER] or more voting trust certificates representing the number of shares of Employee transferred and delivered by such shareholder to the Trustee, which voting trust certificates shall be substantially in the form annexed hereto as Schedule [SPECIFY].

Register of Voting Trust Holders

The Trustee shall maintain a register of the holders of voting trust certificates (a Voting Trust Certificate Holder) and a register of the transfer of voting trust certificates. The registered holder of a voting trust certificate shall be deemed for all purposes to be the owner thereof notwithstanding any notice to the contrary. Voting trust certificates shall not be transferable except as provided in the Amended and Restated Shareholders Agreement relating to Employee entered into as of [DATE] (the Shareholders Agreement). 

Subject to the Shareholders Agreement, voting trust certificates shall be transferable, in accordance with their terms, upon surrender to the Trustee by the registered holder thereof of the voting trust certificates duly endorsed by the registered holder. Upon receipt of such voting trust certificate, duly endorsed, the Trustee shall issue and deliver to the transferee thereof, a new voting trust certificate, registered in the name of the transferee. Each transferee of a voting trust certificate by his acceptance thereof, shall be deemed to be a party hereto and shall be embraced within the meaning of the terms Voting Trust Certificate Holder and Voting Trust Certificate Holders whenever used herein. The Trustee shall be entitled to rely on an opinion of his counsel in order to determine whether the Shareholders Agreement has been complied with, as provided in Section [NUMBER] hereof.

Additional Shares

In the event that a Employee or purchases or otherwise acquires any such additional shares, he shall forthwith transfer the aggregate number of all such shares to the Trustee and the provisions of sections 1.1 and 1.2 hereof shall apply mutantis mutandis to such transfer, purchase or acquisition. The Trustee shall hold all such additional shares subject to the terms of this Agreement in like manner and to the same effect as if the same had been originally transferred and delivered to him.


RIGHTS AND DUTIES OF TRUSTEE

Voting and Shareholders Rights

During the continuance of this Agreement and subject to the terms hereof, the Trustee shall, as to all shares of Employee held in trust pursuant to the terms hereof, possess and be exclusively entitled in his sole discretion to exercise all shareholders rights of every kind and nature in connection with such shares, including, without limiting the generality of the foregoing, the right to receive all notices of and to attend at all meetings of the shareholders of Employee and to vote in person or by proxy thereat.

No Voting by Voting Trust Certificate Holder

A Voting Trust Certificate Holder shall not have any right, with respect to any shares held by the Trustee, to vote or take part in or consent to any corporate or shareholders action of Employee.

Acceptance of Trustee

The Trustee accepts the trusts hereunder and agrees to carry out and discharge the same as herein provided unless and until he is discharged therefrom. The Trustee may act on the opinion or advice of his legal counsel or other chosen experts and shall not be responsible for any loss occasioned by so acting and shall incur no liability or responsibility for deciding in good faith not to act upon any such opinion or advice. The Trustee may pay such experts a reasonable remuneration for such opinion and advice.

Indemnification of Trustee

The Trustee assumes no responsibility as such in connection with the management of the business and affairs of Employee by its directors or officers or in connection with any action taken by the directors or officers of Employee. In addition, the parties hereto agree that the Trustee shall not incur any liability or responsibility by reason of any error or mistake of any kind or arising out of any matter or thing whatsoever done or omitted to be done under or in relation to this agreement, save and except for his own willful neglect and default. 

The Voting Trust Certificate Holder shall indemnify the Trustee against all costs, charges, expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Trustee in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been Trustee, if the Trustee acted honestly and in good faith with a view to the best interests of the Voting Trust Certificate Holder, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable ground for believing that his conduct was lawful.

The Trustee shall forthwith provide the Voting Trust Certificate Holder with true and exact copies of all notices, information circulars, financial statements and other documents, which he receives as shareholder from Employee.

Dividends etc

The Trustee shall pay to the Voting Trust Certificate Holder all cash dividends and other cash distributions, if any, declared and paid in respect of the shares represented by their voting trust certificates, within [NUMBER] business days following the date on which such cash dividends or other cash distributions are received by the Trustee. In the event that Employee declares or pays a stock dividend or any other distribution in respect of any of the shares represented by the voting trust certificates, the shares of Employee so issued in respect of such stock dividend or any other distribution shall be issued in the name of the Trustee and shall be received and held by the Trustee pursuant to the terms of this Agreement, subject to the issuance by the Trustee of voting trust certificates representing the shares issued in respect of a stock dividend. In the event of dissolution or liquidation of Employee during the period of this Voting Trust Agreement, the Trustee shall cause all residual assets of Employee to be distributed by Employee pro rata to the Voting Trust Certificate Holder in proportion to the number of shares of Employee represented by the voting trust certificates issued to and held by the Trustee.

Remuneration of Trustee

The Trustee shall not be entitled to receive any remuneration for the services provided by the Trustee hereunder.

Replacement of Trustee

Upon the disability or resignation of the Trustee or any successor Trustee, the vacancy or vacancies so occurring may be filled by the majority vote of all Voting Trust Certificate Holders at a meeting which may be called by any Voting Trust Certificate Holder upon giving [NUMBER] days written notice to all Voting Trust Certificate Holders. The term Trustee as used in this Agreement shall apply to the party of the third part and his successors hereunder and all provisions of this Agreement shall apply equally to the Trustee and to their successors.


TERM AND TERMINATION

Term

This Voting Trust Agreement shall be effective and remain in force between the parties from the date hereof to and including the earlier of (a) the date of completion of an initial public offering of the securities of Employee and (b) the date of completion of the purchase by a third-party of all the issued and outstanding shares of Employee, provided in such latter case that the Employee shall first offer his Employee shares to the Trustee on the same terms and conditions as offered by such third party and only if such offer is not accepted within [NUMBER] days may the Employee sell his Employee shares to the third party purchaser. This Agreement may not otherwise be terminated by the Voting Trust Certificate Holder. During the continuance of this Agreement, the Employee agrees with the Trustee that the Employee shall not sell, transfer or otherwise dispose of his shares of the capital stock of Employee deposited hereunder but that the shareholder shall be at liberty to deal with his voting trust certificates issued hereunder by way of sale, transfer or other disposition thereof as to him shall seem proper, subject to the terms of this Agreement.

Termination

Upon termination of this Agreement, the Trustee or his successor shall, upon being notified in writing of such termination, forthwith distribute the shares of Employee held in trust pursuant to this Agreement, upon surrender by the registered holder of the voting trust certificate representing such shares, to such holder in accordance with the number and class of shares represented by such voting trust certificate.


MISCELLANEOUS

Assignment

Except where expressly provided herein, the rights of any party hereto shall not be assignable. The provisions of this Agreement shall, except as otherwise provided herein, enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns and each and every person so bound shall make, execute and deliver all documents necessary to carry out this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and the transactions herein contemplated and replaces all previous agreements and understandings, if any, between the parties with respect to the subject matter hereof and the transaction contemplated herein.

Notices

Any notice to be given under this Agreement shall be in writing and delivered by hand, facsimile transmission or, except in the event of disruption of postal service, mailed by prepaid registered mail addressed to the party to whom it is to be given at the address as shown below and such notice shall be deemed to have been duly delivered on the [NUMBER] business day after mailing as aforesaid, or upon receipt if delivered by hand or facsimile transmission:

if to the Employee:

(Name)

(Address)


Telecopier:        

and if to the Trustee:
[INDIVIDUAL NAME]
c/o Employee
[FULL ADDRESS]
[STATE/PROVINCE]
Telecopier:  [FAX NUMBER]

Notice of change of address may be given by any party in the same manner.

Further Assurances

Each party to this Agreement shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within his power as any other party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the provisions of this Agreement. Without limiting the generality of the foregoing, the Employee shall, from time to time and at all times, take such action and execute and deliver to the Trustee such documents as may be requested or required by the Trustee to exercise his rights or any of them in respect of the shares held by the Trustee pursuant to the terms hereof, 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..

Time of Essence

Time shall be of the essence of this Agreement.

Counterparts

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


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


EMPLOYEE            TRUSTEE

                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title
SCHEDULE A

VOTING TRUST CERTIFICATE
[COMPANY NAME]

Certificate [NUMBER]  

This certifies that (Name of Employee) has deposited Class A common shares of the capital stock of [COMPANY NAME] with the Trustee hereinafter named under a Voting Trust Agreement dated as of [EFFECTIVE DATE] between and [COMPANY NAME], Trustee [Name of Employee].

This Certificate and the interests represented thereby is transferable only on the books of the Trustee upon the presentation, endorsement and surrender hereof. The holder of this certificate takes the same subject to all terms and conditions of the aforesaid Voting Trust Agreement and becomes a party to said Agreement and is entitled to the benefits thereof.

In witness whereof the Trustee has caused the Certificate to be signed as of the     
day of [DATE].
TRUSTEE

[INDIVIDUAL NAME] FOR VALUE RECEIVED, hereby sells, assigns and transfers unto, the within certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint Attorney to transfer the same on the books of [COMPANY NAME], with full power of substitution in the premises.


            


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