VOTING AGREEMENT
THIS VOTING AGREEMENT
(the “Agreement”) is
made and entered into as of the 1 st day of March, 2005,
among:
BARRY LAMPERD, D'ARCY BELL and
DOMINIC DiCARLO (hereinafter collectively called the
“Founding Shareholders” and each a “Founding
Shareholder”)
-and-
BRUCE STREBINGER and MERCER
INVESTMENTS INC. (hereinafter collectively called the “New
Shareholders” and each a “New
Shareholder”)
- and -
1476246 ONTARIO
LIMITED a corporation
incorporated under the Business Corporations Act
(Ontario)
WHEREAS the New Shareholders are the registered and
beneficial owners of an aggregate of 23,000,000 common shares in
the capital of the Company (the "Shares"), which shares were
acquired from another founding shareholder with the consent of the
Founding Shareholders which consent was given on the condition that
the New Shareholders enter a voting agreement in the form and
substance of this Agreement;
AND WHEREAS
the New Shareholders desire to vote
the Shares, and any voting securities which may be otherwise
acquired by the New Shareholders, for any and all matters
whatsoever involving shareholder action or approval in the manner
as may be determined by this Agreement;
NOW THEREFORE
this Agreement witnesses that in
consideration of the Founding Shareholders consenting to the
acquisition of the Shares by the New Shareholders and the mutual
covenants and agreements hereinafter contained, the parties hereto
covenant and agree with each other as follows:
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1
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Agreement to Vote
Shares
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1.1
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Prior to the Expiration Date, as
defined below, at every meeting of shareholders of the Company, at
every adjournment thereof and on every action or approval by
written resolution or consent of the shareholders of the Company
for any and all matters whatsoever of the Company, each of the New
Shareholders agree, provided they are, and for so long as they are,
holders of or exercise control over voting securities of the
Company, to exercise the voting rights attached to such securities
then owned by each of them as at the date and time of the exercise
of
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2
such voting rights in accordance
with the written instructions of the Founding Shareholders, as such
instructions may be from time to time.
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1.2
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This Agreement and the obligations of the New
Shareholders hereunder shall apply to any voting securities held or
owned beneficially or of record by them, including any voting
securities issued to each of them pursuant to a share exchange or
upon exercise of conversion rights or as a result of or in
connection with the terms of an amalgamation, merger or
re-organization. For greater certainty, this Agreement and the
obligations of the New Shareholders hereunder shall apply to any
voting securities issued to the New Shareholders pursuant to the
share exchange with Sinewire Networks Inc.
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2
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Proxies
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2.1
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In order to give effect to Section 1 hereof, the
New Shareholders shall
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