VOTING
AGREEMENT
This Voting Agreement (the " Agreement ") is entered into
effective as of the ___ day of __________, 2006, by and among
Northtech Corp., a Nevada incorporated company (the "
Company "), Lubrication Partners L.P., a Texas limited
partnership, (" LPLP ") and Lubrication Partners, a joint
venture (" LPJV ")(LPLP and LPJV together the "
Shareholders "):
RECITAL
WHEREAS the Shareholders and the Company desire to enter into
this Voting Agreement to provide that the Shareholders will vote
all of the shares of stock of the Company now owned or hereafter
acquired by each of the Shareholders for John T. Jaeger, Jr., Allan
McArtor, Tom Plaskett, Michael McMillan and Ben DuPont, and two
nominees as agreed by the Company and the holders of Preferred
Shares of the Company as directors of the Company.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein, and for good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties
hereby agree as follows:
1. Election of Directors .
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The Shareholders agrees to vote all shares of preferred stock of
the Company (" Preferred Stock ") and common stock of the
Company (" Common Stock ") now owned or hereafter acquired
by such Shareholders in each and every election of Messrs. John T.
Jaeger, Jr., Allan McArtor, Tom Plaskett, Michael McMillan and Ben
DuPont (" Named Directors "), and two nominees as agreed by
the Company and the holders of Preferred Shares of the Company (the
" Preferred Nominees ") to the Board of Directors of the
Company.
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The Shareholders shall not vote for the removal of John T. Jaeger,
Jr., Allan McArtor, Tom Plaskett, Michael McMillan and Ben DuPont,
and two nominees as agreed by NorthTech and the holders of
Preferred Shares.
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The Company agrees to take all actions required to ensure that the
rights given to the parties hereunder are effective and that they
enjoy the benefits thereof. The Company will at all times in good
faith assist in the carrying out of the provisions of this
Agreement and in the taking of all such actions as may be necessary
or appropriate in order to protect the rights of the parties
hereunder against impairment.
2. Termination . This Agreement, and all rights and
obligations hereunder shall become effective on the date first set
forth above, and shall terminate on the earlier of:
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three years thereafter;
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the Shareholders ceasing to own together an aggregate of 30% or
more of the issued and outstanding share capital of the common
stock of the Company; or
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as to any Named Director, (i) the death of such Named Director, or
(ii) the failure or refusal of such Named Dir
