VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT, dated as of the ____ day of _____,

201___, among _______________, [NAME OF COMPANY THAT WILL BE

ACTING AS THE VOTING TRUST] a company duly incorporated pursuant to the

laws of the Province/Sate of _____________, (hereinafter, the “Shareholder”),

_____________, ______________, and ______________, [NAME(S) OF THE

PERSON/PEOPLE WHO WILL BE ACTING AS TRUSTEES/VOTING AGENTS

FOR THE SHARES] (hereinafter, collectively, the “Voting Trustees”),

______________, [NAME OF BANK OR FINANCIAL ASSOCIATION] a national

banking association (the “Collateral Agent”) and ________________, [NAME OF

COMPANY WHOSE SHARES ARE AT ISSUE] a company duly incorporated

pursuant to the laws of the Province/State of ________________ (hereinafter, the

“Company”).

WHEREAS, pursuant to a Call Option Agreement dated as of the date hereof

between the Voting Trustees and the Shareholder, the Voting Trustees have the right to

acquire all of the Shareholder's shares in the capital stock of the Company.

NOW THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

1.00 VOTING TRUST

1.01 The Voting Trustees are hereby appointed Voting Trustees under the voting trust

created by this Agreement.

1.02 Throughout the term of this Agreement, the Voting Trustees shall act as Voting

Trustees with respect to the Shares of the Company (hereinafter, the "Shares"), with all

the rights, powers and privileges and subject to all of the provisions, conditions and

covenants contained herein.

1.03 Within ______ days after the execution of this Agreement, the Shareholder shall

assign and transfer its/his/her interest to all of its/his/her shares to the Collateral Agent.

1.04 The Shareholder shall duly endorse for transfer and deposit with the Collateral

Agent, the share certificates representing such shares together with any stock powers or

other instruments of transfer duly executed, which shall be free and clear of any and all

liens, claims and encumbrances.

1.05 Upon the Collateral Agent receiving the share certificates duly endorsed, the

Shares shall be held in trust by the Voting Trustees, through the Collateral Agent, subject

to the terms, provisions and conditions of this Agreement and shall deliver or cause to be

delivered to the Shareholder of one (1)