VOTING TRUST AGREEMENT
Exhibit
99.1
This
Agreement in made as of the 1st day of September, 2007 Between:
(1)
|
Jedi
Capital Corporation ("Jedi") and Intrepid Capital Corporation ("Intrepid")
and
Torbay Capital Corporation ("Torbay"), and Luxilon Capital Limited
("Luxilon") and Lanesborough Capital Inc. ("Lanesborough") and
Sunnydee
Financial Limited ("Sunnydee") , all c/o Five Continents Financial
Limited, 0xx
Xxxxx, Xxxxxxxx Xxxxxx, 64 Xxxxxxx Road, P.O. Box 30715SMB, Grand
Cayman,
Cayman Islands (collectively the "Corporations");
and
|
(2)
|
Xxxxx
X. Xxxxx, 000 Xxx Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxx M5P
2R9("LA")
|
Background
(A)
|
The
Corporations are the registered holders of 12,500,000 common shares
(the"Shares")
in the capital of Fluid Media Networks, Inc. (the "Company") as
follows:
|
(i) | Jedi |
2,500,000
shares
|
(ii) | Intrepid |
2,500,000
shares
|
(iii) | Torbay |
2,500,000
shares
|
(iv) | Luxilon |
1,666,666.66
shares
|
(v) | Lanesborough |
1,666,666.66
shares
|
(vi) | Sunnydee |
1,666,666.66
shares
|
(B)
|
In
this Agreement, references to the "Relevant Shares" means the Shares
together with
any other shares in the capital of the Company attributable to
or derived
from them.
|
(C)
|
The
Corporations have agreed to act in accordance with the instructions
of LA
in respect
of the exercise of all voting rights attaching to the Relevant
Shares, on
the terms and conditions hereinafter set
forth.
|
1.
Voting
Undertaking
The
Corporations hereby irrevocably and unconditionally agree during the term
of
this Agreement to exercise or to procure the exercise of the voting rights
attaching to the Relevant Shares in accordance with LA's instructions from
time
to time.
2.
Further
assurance
The
Corporations hereby appoint LA as their attorney for the purpose of exercising
any voting rights attaching to the Relevant Shares in accordance with LA's
instructions including, without limitation, receiving notices of and appointing
a corporate representative to attend and vote at all meetings of the
shareholders of the Company and in order to enable LA to exercise such powers
the Corporations hereby authorize the Company to send any notices in respect
of
the Relevant Shares to LA and authorizes LA to complete and
return proxy forms, consents and any other document required to be signed
by the
holder of the Relevant Shares.
2
3.
Indemnity
LA
agrees
to indemnify the Corporations against all actions, claims, demands and
proceedings taken or made against the Corporations and all costs, damages,
expenses, liabilities and losses incurred by the Corporations as a result
of or
in connection with the exercise by him of his voting rights under this
Agreement.
4.
Term
This
Agreement shall be binding until the earlier of such time as the Corporations
deliver written notice of termination to LA by personal delivery or by confirmed
email or fax to the last known email or fax address for LA, or the sale of
the
Relevant Shares by one or more of the Corporations.
5.
Waivers
Any
term
hereof may be amended or waived with the written consent of LA and the
Corporations.
6.
Severability
If
one or
more provisions of this Agreement are held to be unenforceable under applicable
law, the parties agree to renegotiate such provision in good faith. In the
event
that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of this Agreement shall be interpreted as if
such
provision were so excluded and (iii) the balance of this Agreement shall
be
enforceable in accordance with its terms.
7.
Counterparts
This
Agreement may be executed in counterparts, by original or facsimile signature,
each of which shall be deemed an original and all of which together shall
be
deemed to constitute one original instrument.
8.
Governing law and submission to jurisdiction
This
Agreement (and any dispute, controversy, proceedings or claim of whatever
nature
arising out of or in any way relating to this agreement) shall be governed
by
and construed in accordance with the law of Ontario, Canada. Each of the
parties
to this Agreement irrevocably agrees that the Courts of Ontario, Canada shall
have nonexclusive jurisdiction to hear and decide any suit, action or
proceedings, and/or to settle any disputes that may arise out of or in
connection with this Agreement and, for these purposes, each party irrevocably
submits to the jurisdiction of the courts of Ontario, Canada.
3
In
witness whereof, this Agreement has been executed and delivered as a deed
as of
the date first above written.
Executed
as a Deed
by Jedi Capital Corporation
acting by:
|
)
)
)
|
/s/
Xxxxx
Xxxxxxxxxxx
Authorised
Signatory
|
Executed
as a Deed
by Intrepid Capital Corporation
acting by:
|
)
)
)
|
/s/
Xxxxxxx
Xxxxxx
Authorised
Signatory
|
Executed
as a Deed
by Torbay Capital Corporation
acting by:
|
)
)
)
|
/s/
Xxxxx
Xxxxxxxxxxx
Authorised
Signatory
|
Executed
as a Deed
by Luxilon Capital Limited
acting by:
|
)
)
)
|
/s/ Xxxxxx
Xxxxxx
Authorised
Signatory
|
Executed
as a Deed
by Lanesborough Capital Inc.
acting by:
|
)
)
)
|
/s/ Xxxxxx
Xxxxxx
Authorised
Signatory
|
Executed
as a Deed
by Sunnydee Financial Limited
acting by:
|
)
)
)
|
/s/ Xxxxxx
Xxxxxx
Authorised
Signatory
|
Executed
as a Deed
by Xxxxx X. Xxxxx
in the presence of
|
)
)
)
|
/s/ Xxxxx
X.
Xxxxx
|
Signature
of
witness: ______________________
Name:
______________________
Address:
______________________
______________________
Occupation:
______________________