VOTING TRUST AGREEMENT
EXHIBIT 3.2
THIS AGREEMENT made effective as April 27, 2010 (the “Effective Date”)
BETWEEN:
CROSSHAIR EXPLORATION & MINING CORP., a corporation existing under the laws of British Columbia, having its head office at Xxxxx 0000- 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(“Crosshair”)
AND:
UNIVERSAL URANIUM LTD., a corporation existing under the laws of British Columbia, having its head office at Suite 600 - 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(“UUL”)
WHEREAS Crosshair and UUL have entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) dated for reference April 27, 2010 pursuant to which Crosshair and UUL have agreed to settle legal proceedings in the British Columbia Supreme Court, Vancouver Registry, Action No. S-093094 (the “Action”);
AND WHEREAS at the effective date, Crosshair holds 2,222,222 UUL shares (the “UUL Shares”) and 2,222,222 UUL Warrants (the “UUL Warrants”, and together with the UUL Shares, the “Subject Securities”);
AND WHEREAS it is a condition to the Settlement Agreement that Crosshair execute this voting trust agreement (the “Voting Trust”).
NOW, THEREFORE, in consideration of the foregoing and the promises, representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:
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1.
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Term of Voting Trust. This Voting Trust will be effective as of the Effective Date and will terminate on the Termination Date. As used herein, the term “Termination Date” shall mean the third anniversary of the Effective Date.
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2.
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Agreement to Vote the Subject Securities. Until the Termination Date, at every meeting of the shareholders of UUL called with respect to any matter brought before the shareholders of UUL for their consideration and approval, and at every adjournment or postponement thereof, and on every action or approval by written consent of the
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shareholders of UUL with respect to any matter brought to the shareholders of UUL for their consideration and approval, Crosshair shall either (a) abstain from voting the Subject Securities; or (b) vote the Subject Securities, or sign a written consent in lieu of a meeting, in accordance with the recommendation of the board of directors of Crosshair.
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Prior to the Termination Date, Crosshair shall not enter into any agreement or understanding with any person to vote or otherwise give instructions in any manner inconsistent with this Section 2.
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3.
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Irrevocable Proxy. Subject to the terms hereof relating to the Termination Date, at the request of UUL, Crosshair agrees to deliver to UUL an irrevocable proxy addressing the matters in Section 2 hereof, which shall be irrevocable to the fullest extent permitted by applicable law, covering the total number of Subject Securities.
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4.
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Concerning the Subject Securities. In the event of the subdivision, consolidation, change, exercise, classification or reclassification at any time of the Subject Securities into a greater or lesser number of common shares or other voting securities of UUL, or in the event of the conversion of the Subject Securities or upon the amalgamation, merger, arrangement, or other corporate combination of UUL with any other corporation or corporations, or the division of UUL into two or more entities, any voting securities received by Crosshair in respect of the Subject Securities resulting from such subdivision, consolidation, change, exercise, classification, reclassification, conversion, amalgamation, merger, arrangement or other corporate combination, or division will be subject to this agreement and the Voting Trust hereby constituted.
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5.
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Additional Documents. Crosshair hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the purpose and intent of this Voting Trust.
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6.
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Miscellaneous.
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(a) Effective Date. Notwithstanding the date of execution and delivery of this Voting Trust, this Voting Trust shall be effective only from and after the Effective Date.
(b) Severability. If any term, provision, covenant or restriction of this Voting Trust is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Voting Trust shall remain in full force and effect and shall in no way be affected, unpaired or invalidated.
(c) Remedies. Crosshair acknowledges that a breach by it of any of the covenants contained in this Voting Trust would result in damages to UUL and that UUL may not be adequately compensated for such damages by monetary award alone. Accordingly, Crosshair agrees that in the event of any such breach, in addition to any other remedies available at law or otherwise, UUL shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Crosshair with the provisions of
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this Voting Trust. Any remedy expressly set out in this Voting Trust shall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available at law or otherwise.
(d) Amendments and Modification. This Voting Trust may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by the parties hereto. All such amendments or modifications will be subject to all applicable regulatory requirements.
(e) Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Voting Trust shall be effective unless in writing.
(f) Governing Law. This Voting Trust shall be governed by and construed in accordance with the laws of the British Columbia, without giving effect to principles governing conflicts of laws.
(g) Enurement. This agreement will enure to the benefit of and be binding upon the parties hereto and upon their respective successors, assigns and other legal representatives.
(h) Counterparts. This Voting Trust may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
(i) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Voting Trust.
IN WITNESS WHEREOF, the undersigned have executed this Voting Trust on the date first written above.
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CROSSHAIR EXPLORATION & MINING CORP.
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By:
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”Xxxxxx Xxxxx”
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Name:
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Xxxxxx Xxxxx
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Title:
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Corporate Secretary
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UNIVERSAL URANIUM LTD.
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By:
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”Xxx Atlas” | |
| Name: | Xxx Atlas | |
| Title: | President | |
