Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
VOTING TRUST AGREEMENT
This Voting Trust Agreement (the "Agreement") is made and entered into as of this {{day}} day of {{month}}, {{year}}, by and among:
1. The undersigned shareholders (collectively referred to as the "Shareholders"), whose names and addresses are set forth in Schedule A attached hereto; and
2. {{trustee_name}}, of {{trustee_address}} (the "Trustee").
RECITAL
WHEREAS, the Shareholders are the beneficial owners of certain shares of {{company_name}} (the "Company"), a company duly incorporated under the laws of {{jurisdiction}};
WHEREAS, the Shareholders desire to consolidate their voting power with respect to their shares in the Company and to entrust such voting power to the Trustee for the purposes hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
2. VOTING RIGHTS
2.1. During the term of this Agreement, the Trustee shall have the sole and exclusive right to vote the shares deposited hereunder at all meetings of shareholders of the Company and to execute all consents or proxies with respect thereto.
2.2. The Trustee shall vote the shares in such manner as the Trustee, in its sole discretion, deems to be in the best interests of the Company and the beneficial owners of the shares, subject to any specific instructions provided by the Shareholders in accordance with Section 2.3.
2.3. The Shareholders may, by unanimous written direction, instruct the Trustee how to vote the shares on specific matters. Such instructions must be provided to the Trustee at least {{notice_period}} days prior to the relevant shareholder meeting or action.
3. DIVIDENDS AND DISTRIBUTIONS
3.1. All dividends and other distributions declared and paid on the shares deposited hereunder shall be paid directly to the respective beneficial owners of such shares, as identified in Schedule A, or to such other person as a beneficial owner may designate in writing to the Company and the Trustee.
3.2. The Trustee shall have no right to receive or retain any dividends or distributions on the shares, except to the extent that such dividends or distributions are in the form of additional shares of the Company, which shall then be held by the Trustee subject to the terms of this Agreement.
4. TERM OF AGREEMENT
4.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_years}} years, unless earlier terminated in accordance with the provisions of this Agreement.
4.2. This Agreement may be extended for additional periods upon the unanimous written consent of all Shareholders and the Trustee.
5. TERMINATION
5.1. This Agreement may be terminated prior to its natural expiry by the unanimous written consent of all Shareholders.
5.2. Upon termination, the Trustee shall promptly return the share certificates to the respective beneficial owners, and all rights and obligations of the Trustee hereunder shall cease.
6. TRUSTEE'S COMPENSATION AND INDEMNIFICATION
6.1. The Trustee shall be entitled to receive compensation for its services hereunder as mutually agreed upon in writing between the Shareholders and the Trustee.
6.2. The Shareholders hereby agree to indemnify and hold harmless the Trustee from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) incurred by the Trustee in connection with the performance of its duties hereunder, except to the extent such liabilities, losses, damages, costs, or expenses arise from the Trustee's gross negligence or wilful misconduct.
7. GOVERNING LAW AND JURISDICTION
7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
7.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}}.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
Signature Block
IN WITNESS WHEREOF, the parties have executed this Voting Trust Agreement as of the date first written above.
SHAREHOLDERS:
_____________________________
{{shareholder_1_name}}
_____________________________
{{shareholder_2_name}}
(Add more lines for additional shareholders as needed)
TRUSTEE:
_____________________________
{{trustee_name}}
SCHEDULE A: SHARES DEPOSITED
| Shareholder Name | Number of Shares | Certificate Numbers |
|---|---|---|
| {{shareholder_1_name}} | {{number_of_shares_1}} | {{certificate_numbers_1}} |
| {{shareholder_2_name}} | {{number_of_shares_2}} | {{certificate_numbers_2}} |
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