Exhibit 10.6
Escrow Agreement between Pacific Corporate Trust Company, Cool Entertainment,
Inc. (Washington), Chelsea Pacific Financial Corp., Entertainment, Inc.
(Colorado), Xxxxxxx Kar Man Xxx, Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxx Xxxxx Xxxx, and
Marc Xxxxxxx Xxxxxxxx dated March 1, 1999, as amended
--------------------------------------------------------------------------------
ESCROW AGREEMENT
--------------------------------------------------------------------------------
THIS AGREEMENT dated for reference March 1, 1999, is made
BETWEEN
PACIFIC CORPORATE TRUST COMPANY, of Xxxxx 000, 000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Escrow Agent");
AND
COOL ENTERTAINMENT, INC., a corporation incorporated according
to the laws of the State of Washington, with a registered
address at Suite 2400, 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx,
00000-0000
("Cool");
and
CHELSEA PACIFIC FINANCIAL CORP., of 1738 - 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Chelsea")
AND
COOL ENTERTAINMENT, INC., a corporation incorporated according
to the laws of the State of Colorado, with a business address
at Xxxxx 0000, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "U.S. Company")
and
XXXXXXX KAR MAN XXX, of 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0; XXXXXXX XXXXX XXXXXXX, of Suite 1301, 000
Xxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
XXXXXXX XXXXX XXXX, of 0000 Xxxxx Xxxxxxxx, Xxxx Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0; and MARC XXXXXXX XXXXXXXX, of 0000
Xxxxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(collectively, "the Vendors")
2
WHEREAS:
A. The Vendors and Chelsea are party to an agreement regarding
the sale of the issued and outstanding shares of Cool dated December 8, 1998, as
amended by an agreement dated January 20, 1999 between the Vendors, Chelsea and
the U.S. Company and amended and restated by an agreement (the "Purchase
Agreement") dated February 25, 1999 between the Vendors, Chelsea, the U.S.
Company and Cool;
B. Pursuant to the Purchase Agreement, the Vendors have agreed to
sell all of the issued and outstanding shares of Cool (the "Cool Shares") to the
U.S. Company, in consideration of the issuance by the U.S. Company to the
Vendors of shares in the capital stock of the U.S. Company representing 65% of
the issued and outstanding share capital of the U.S. Company, after giving
effect to such issuance (the "U.S. Shares");
C. Pursuant to the Purchase Agreement, Cool Management Inc. ("Cool
Management") has entered into a management agreement with Cool Entertainment
dated effective the date hereof (the "Management Agreement"), and each of the
Vendors have entered into employment or consulting agreements with Cool
Management (collectively, the "Employment Agreements"), dated effective the date
hereof;
D. Pursuant to the Purchase Agreement, the Vendors have agreed to
place the 75% of the U.S. Shares (the "Escrowed Shares") in escrow according to
the terms hereof;
E. The Escrow Agent has agreed to act as escrow agent in respect of
the Escrowed Shares according to the terms hereof;
NOW THEREFORE in consideration of the covenants contained in this Agreement and
other good and valuable consideration (the receipt and sufficiency of which is
acknowledged), the parties agree as follows:
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1. INTERPRETATION
In this Agreement:
(a) "Business Plan" has the meaning defined in the Purchase
Agreement;
(b) "Closing" has the meaning defined in Section 2 hereof;
(c) "Cool Shares" has the meaning defined in Recital "B" hereof;
(d) "Development Umpire" has the meaning defined in Section 7.4
hereof;
(e) "Escrowed Shares" has the meaning defined in Recital "D" hereof;
(f) "Management Agreement" has the meaning defined in Recital "C"
hereof;
(g) "Non-Escrowed Shares" has the meaning defined in Subsection 2.1
hereof;
(h) "Purchase Agreement" has the meaning defined in Recital "A"
hereof; and
(i) "U.S. Shares" has the meaning defined in Recital "B" hereof.
2. VENDORS TO DELIVER CERTIFICATES
2.1 The U.S. Company agrees with the Vendors to issue certificates
representing:
(a) 25% of the U.S. Shares to the Vendors (the "Non-Escrowed
Shares"), registered in the names of the Vendors; and
(b) the Escrowed Shares to the Vendors, registered in the names of
the Vendors;
on the closing of the purchase and sale of the Cool Shares pursuant to
the Purchase Agreement (the "Closing").
2.2 the U.S. Company agrees with the Vendors and Chelsea to deliver the
certificates representing the Escrowed Shares to the Escrow Agent
forthwith upon the Closing, to be held according to the terms hereof.
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3. PLACEMENT OF SHARES IN ESCROW BY VENDORS
The Vendors hereby place the Escrowed Shares in escrow with the Escrow Agent
according to the terms hereof.
4. VOTING OF SHARES IN ESCROW
The Vendors may exercise all voting rights attached to the Escrowed Shares,
provided that the Vendors agree with Chelsea that they shall not propose any
consolidation of the share capital of the U.S. Company while any of the Escrowed
Shares are subject to escrow hereunder without the consent of Chelsea. The
foregoing proviso shall not apply to any consolidation proposed by any
shareholder other than the Vendors. However, the Vendors shall vote against any
such resolution unless Chelsea grants its prior written consent to the Vendors
voting in favour of such a resolution.
5. NO WAIVER OF SHAREHOLDERS' RIGHTS
The Vendors waive no rights attached to the Escrowed Shares, except the right to
sell, assign or otherwise transfer the Escrowed Shares or any interest in the
Escrowed Shares. For the sake of clarity, such waiver does not apply to any of
the Escrowed Shares which are released from escrow.
6. TRANSFER WITHIN ESCROW
The Vendors will not sell, deal in, assign, transfer in any manner whatsoever or
agree to sell, deal in, assign or transfer in any manner whatsoever, any of the
Escrowed Shares which are subject to escrow hereunder or beneficial ownership of
or any interest in them. The Escrow Agent shall not accept or acknowledge any
transfer, assignment, declaration of trust or any other documents evidencing a
change in legal or beneficial ownership of any of the Escrowed Shares subject to
escrow hereunder, or of any interest in such Escrowed Shares, subject to the
terms of this Agreement.
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7. FINANCING OF COOL, DEVELOPMENT OF COOL'S BUSINESS AND RELEASE
FROM ESCROW
7.1 Chelsea agrees with Cool, the U.S. Company and the Vendors that,
following the Closing, it shall use its best efforts to arrange financing for
the U.S. Company in the following amounts, by the following times:
(a) on or before that day (the "First Financing Date") which falls
120 days from the Closing, financing resulting in proceeds of
U.S. $500,000, net to the treasury of the U.S. Company of
commissions, charges and expenses (the "First Financing
Milestone");
(b) on or before that day (the "Second Financing Date") which falls
180 day from Closing, financing resulting in further proceeds of
U.S. $500,000 net to the treasury of the U.S. Company of
commissions, charges and expenses (the "Second Financing
Milestone");
(c) on or before that day (the "Third Financing Date") which falls
270 day from Closing, financing resulting in further proceeds of
U.S. $500,000 net to the treasury of the U.S. Company of
commissions, charges and expenses (the "Third Financing
Milestone"); and
(d) on or before that day (the "Fourth Financing Date") which falls
one year from Closing, financing resulting in further proceeds
of U.S. $500,000 net to the treasury of the U.S. Company of
commissions, charges and expenses (the "Fourth Financing
Milestone").
7.2 In respect of each financing referred to in Section 7.1 hereof,
the U.S. Company agrees to pay a commission to Chelsea in an amount to be
agreed, but in any event within the guidelines set forth in Section 17.2.8 of
the Vancouver Stock Exchange's Corporate Finance Policy and Procedure Manual.
7.3 Following the Closing, receipt by the U.S. Company of funds
pursuant to the First Financing Milestone and such funds having been made
available by the U.S. Company to Cool,
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Cool will certify to the Escrow Agent that it has received US $500,000
pursuant to the First Financing Milestone, and Cool will use its best efforts
to develop the website referred to in Cool's Business Plan (the "Website"), and
Cool's intended business of internet distribution of audio and video products,
according to the following schedule:
(a) by that day (the "First Release Date") which falls 90 days from
the day Chelsea meets the First Financing Milestone, receipt of
funds by the U.S. Company pursuant to such milestone, such funds
having been made available by the U.S. Company to Cool, and the
foregoing certification having been provided to the Escrow
Agent, to develop the Website such that it is technically
capable of providing media content through online transactions
(the "First Development Milestone");
(b) by that day (the "Second Release Date") which falls 90 days from
the day Chelsea has met the Second and Third Financing
Milestones, receipt of funds by the U.S. Company pursuant to
such milestones, and such funds having been made available by
the U.S. Company to Cool, to enter into agreements relating to
distribution of audio and video products through the Website
(the "Second Development Milestone"); and
(c) by that day (the "Third Release Date") which falls 90 days from
the day Chelsea meets the Fourth Financing Milestone, receipt of
funds by the U.S. Company pursuant to such milestones, and such
funds having been made available by the U.S. Company to Cool, to
fully develop the Website with the following features:
1. on-line magazines;
2. on-line chat rooms;
3. email services; and
4. on-line games.
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7.4 The Escrow Agent will release the Escrowed Shares from escrow
hereunder to the Vendors pro-rata on the following terms:
(a) 33.33 % of the Escrowed Shares (the "First Escrow Tranche")
shall be released from escrow on the First Release Date if
Xxxxx Xxx, or if Xx. Xxx is unable or unwilling to act,
Xxxxxxx Xxxxx, of Deloitte & Touche's technical group in
Vancouver (the "Development Umpire") certifies to the Escrow
Agent that Cool has met the First Development Milestone;
(b) If, on the First Release Date, Chelsea has met the First
Financing Milestone, but Cool has not met the First
Development Milestone, then the First Escrow Tranche shall be
released to the Vendors on the day following the First Release
Date when the Development Umpire certifies to the Escrow Agent
that Cool has met the First Development Milestone;
(c) Chelsea, the U.S. Company and Cool agree with the Vendors that
if Chelsea does not meet the First Financing Milestone by the
First Financing Date, then :
(i) all intellectual property created by Cool Management,
the Vendors and the Escrow Agent for Cool and the U.S.
Company as at the First Financing Date shall
automatically, without further action, conclusively be
deemed to have been transferred by the U.S. Company and
Cool to the Vendors for good and valuable consideration,
and Cool and the U.S. Company will execute all documents
and co-operate fully with the Vendors with respect to
any filings which are necessary to transfer such
intellectual property to the Vendors;
(ii) the Management Agreement and the Employment Agreements
shall automatically, without further action,
conclusively be deemed to have terminated;
(iii) the Vendors shall forthwith return to the U.S. Company
the certificates representing the Non-Escrowed Shares
for cancellation;
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(iv) the U.S. Company shall forthwith return the Cool Shares
to the Vendors, free of any liens, charges or other
encumbrances whatsoever;
(v) the Escrow Agent shall return the certificates
representing the Escrowed Shares to the U.S.. Company
for cancellation; and
(vi) this Agreement shall terminate.
(d) a further 33.33% of the Escrowed Shares (the "Second Escrow
Tranche") shall be released from escrow on the Second Release
Date if Cool certifies to the Escrow Agent that it has
received US $1,000,000 pursuant to the Second and Third Financing
Milestones and the Development Umpire certifies to the Escrow
Agent that Cool has met the Second Development Milestone;
(e) if, on the Second Release Date, Chelsea has met the Second and
Third Financing Milestones, but Cool has not met the Second
Development Milestone, then the Second Escrow Tranche shall be
released from Escrow to the Vendors on the day following the
Second Release Date when Cool certifies to the Escrow Agent that
it has received US $1,000,000 pursuant to the Second and Third
Financing Milestones and the Development Umpire certifies to the
Escrow Agent that Cool has met the Second Development Milestone;
(f) the balance of the Escrowed Shares (the "Third Escrow Tranche")
shall be released from escrow on the Third Release Date if Cool
certifies to the Escrow Agent that it has received US $500,000
pursuant to the Fourth Financing Milestone and the Development
Umpire certifies to the Escrow Agent that Cool has met the Third
Development Milestone;
(g) If, on the Third Release Date, Chelsea has met the Fourth
Financing Milestone, but Cool has not met the Third Development
Milestone, then the Third Escrow Tranche shall be released to the
Vendors on the day following the Third Release Date when Cool
certifies to the Escrow Agent that it has received US $500,000
9
pursuant to the Fourth Financing Milestone and the Development
Umpire certifies to the Escrow Agent that Cool has met the Third
Development Milestone;
(h) if on the Second, Third or Fourth Financing Dates, Chelsea has
not met the Second, Third or Fourth Financing Milestone, then
Chelsea agrees with the Vendors that in any such case the
Vendors shall have the right to provide notice to Chelsea that
proceeds of financing in the amounts provided in the unmet
Milestone must be received by the U.S. Company that day which
falls 60 days from the Second, Third or Fourth Financing Date,
respectively. If proceeds of financing in such amount is not
received by such date, then:
(i) the Vendors shall have the right to terminate Chelsea's
right of first refusal in respect of the U.S. Company
provided in Section 7 of the Purchase Agreement; and
(ii) the Vendors shall have the right to continue to earn the
U.S. Shares out of escrow by providing certification to
the Escrow Agent that Cool has met the Second, Third and
Fourth Development Milestones, as the case may be; and
7.5 The decision of the Development Umpire as to whether Cool has met
a Development Milestone shall be final and binding upon the parties, and there
shall be no appeal therefrom.
7.6 Upon the receipt of written request, the Escrow Agent shall give
to any Vendor a letter or receipt stating the number of Escrowed Shares
represented by certificates held for such Vendor by the Escrow Agent subject to
the terms hereof, but such letter or receipt shall not be assignable.
8. NO SURRENDER FOR CANCELLATION
The Vendors shall not be required to surrender the Escrowed Shares for
cancellation under any circumstances except those set out herein.
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9. AMENDMENT OF AGREEMENT
This Agreement may be amended only by a written agreement among the parties.
10. ESCROW AGENT
10.1 The Escrow Agent is not a party to, and is not bound by, any
provisions which may be evidenced by, or arise out of, any agreement other than
as herein set forth.
10.2 The Escrow Agent acts hereunder as a depository only and is not
responsible or liable in any manner whatever for the sufficiency, correctness,
genuineness or validity of any instrument deposited with it, or for the form of
execution of such instrument, or for the identity or authority or right of any
person or party executing it. The Escrow Agent is entitled to rely exclusively
upon the determination of the Development Umpire as to whether or not a
Development Milestone has been met.
10.3 The Escrow Agent shall not be required to take notice of any
default or to take any action with respect to such default involving any expense
or liability, unless notice in writing of such default is formally given to The
Manager, Corporate Trust Department of the Escrow Agent and unless it is
indemnified, in a manner satisfactory to it, against such expense or liability.
10.4 The Escrow Agent shall be protected in acting upon any written
notice, request, waiver, consent, receipt or other paper or document apparently
signed by the proper person or party.
10.5 The Escrow Agent may seek the advice of legal counsel in the
event of any question or dispute as to the construction of any of the provisions
hereof or its duties hereunder, and it shall incur no liability and shall be
fully protected in acting in accordance with the opinion and instructions of
such legal counsel.
10.6 The Escrow Agent shall not be answerable for the default or
misconduct of any agent or legal counsel employed or appointed, at its
discretion, by it if such agent or legal counsel shall have been selected with
reasonable care.
11
10.7 The Escrow Agent shall not be liable for any error of judgment,
or for any act done or omitted by it in good faith, or for any mistake of fact
or law, or for anything which it may do or omit from doing in connection
herewith, except its own fraud or negligence.
10.8 In the event of any disagreement between any of the parties to
this Agreement, or between them or any of them and any other person, resulting
in demands or adverse claims being made in connection with or for any asset
involved herein or affected hereby, the Escrow Agent shall be entitled, at its
discretion, to refuse to comply with any demands or claims on it, so long as
such disagreement shall continue, and in so refusing the Escrow Agent may make
no delivery or other disposition of any asset involved herein or affected
hereby, and in so doing the Escrow Agent shall not be or become liable in any
way or to any person or party for its failure or refusal to comply with such
conflicting demands or adverse claims, and it shall be entitled to continue so
to refrain from acting and so to refuse to act until the right of such person or
party shall have finally been adjudicated in a court assuming and having
jurisdiction over the assets involved herein or affected hereby, or all
differences shall have been adjusted by agreement and the Escrow Agent shall
have been notified thereof in writing signed by all persons and parties
interested.
10.9 The parties jointly and severally undertake to indemnify and hold
harmless the Escrow Agent for any claims, losses, damages, costs and expenses,
including fees, disbursements and out-of-pocket expenses of any agent and legal
counsel, related to the execution of this obligations, and to pay the fees,
disbursements and out-of-pocket expenses of the Escrow Agent in acting as set
out in this Agreement.
10.10 The Escrow Agent may charge such reasonable fees for its services
hereunder as may be agreed between the Escrow Agent and the U.S. Company. It is
agreed between the Escrow Agent and the U.S. Company that a fee of Cdn.$1,000.00
will be payable to the Escrow Agent upon execution and delivery of this
Agreement and delivery of the Escrowed Shares to the Escrow Agent hereunder. It
is agreed between the parties hereto that Chelsea shall be responsible
for payment of such amount at such time. The U.S. Company shall be responsible
12
for payment of all fees charged by the Escrow Agent in connection with the
services provided by the Escrow Agent hereunder after delivery of the Escrowed
Shares to the Escrow Agent.
11. NOTICE
A notice referred to in this Agreement shall be in writing and delivered to the
party to which notice is to be given at the address indicated above. The notice
shall be deemed to have been received on the date of delivery. Any party may
change its address for notice by giving notice to the other parties in
accordance with this Section.
12. FURTHER ASSURANCES
The parties shall execute and deliver any documents and perform any acts
necessary to carry out the intent of this Agreement.
13. TIME
Time is of the essence of this Agreement.
14. GOVERNING LAWS
This Agreement shall be construed in accordance with and governed by the laws of
British Columbia and the federal laws of Canada applicable therein.
15. COUNTERPARTS AND DELIVERY
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which shall constitute one agreement, and
may be delivered by telecopier.
16. LANGUAGE
Wherever a singular expression is used in this Agreement, that expression is
deemed to include the plural or the body corporate where required by the
context.
13
17. ENUREMENT
This Agreement enures to the benefit of and is binding on the parties and their
heirs, executors, administrators, successors and permitted assigns.
The parties have executed and delivered this Agreement as of the date of
reference of this Agreement.
PACIFIC CORPORATE TRUST COMPANY
------------------------------------------- c/s
Authorized Signatory
COOL ENTERTAINMENT, INC.
(a Washington Corporation)
------------------------------------------- c\s
Authorized Signatory
CHELSEA PACIFIC FINANCIAL CORP.
------------------------------------------- c\s
Authorized Signatory
COOL ENTERTAINMENT, INC.
(a Colorado Corporation)
------------------------------------------- c\s
Authorized Signatory
XXXXXXX KAR MAN XXX
------------------------------------------- (seal)
Authorized Signatory
14
XXXXXXX XXXXX XXXXXXX
------------------------------------------- (seal)
Authorized Signatory
XXXXXXX XXXXX XXXX
------------------------------------------- (seal)
Authorized Signatory
MARC XXXXXXX XXXXXXXX
------------------------------------------- (seal)
Authorized Signatory
------------------------------------------------------------------------------
Addendum to the Escrow Agreement
-----------------------------------------------------------------------------
THIS AGREEMENT dated for reference 2nd December, 1999, is made
BETWEEN
PACIFIC CORPORATE TRUST COMPANY, of Xxxxx 000, 000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Escrow Agent");
AND
COOL ENTERTAINMENT, INC., a corporation incorporated according to the
laws of the State of Washington, with a registered address at Suite
2400, 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000-0000
("Cool");
AND
CHELSEA PACIFIC FINANCIAL CORP., of 1738 - 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Chelsea")
AND
COOL ENTERTAINMENT, INC., a corporation incorporated according to the
laws of the State of Colorado, with a business address at Xxxxx 0000,
000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "U.S. Company")
AND
XXXXXXX KAR MAN XXX, of 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0; XXXXXXX XXXXX XXXXXXX, of Suite 1301, 000 Xxxxx Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0; XXXXXXX XXXXX XXXX, of 0000 Xxxxx
Xxxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0; and MARC XXXXXXX
XXXXXXXX, of 0000 Xxxxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
(collectively, "the Vendors")
2
WHEREAS:
A. The Vendors and Chelsea are party to an agreement regarding the sale of
the issued and outstanding shares of Cool dated December 8, 1998, as amended by
an agreement dated January 20, 1999 between the Vendors, Chelsea and the U.S.
Company and amended and restated by an agreement (the "Purchase Agreement")
dated February 25, 1999 between the Vendors, Chelsea, the U.S. Company and Cool;
B. Pursuant to the Purchase Agreement, the Vendors have agreed to sell all
of the issued and outstanding shares of Cool (the "Cool Shares") to the U.S.
Company, in consideration of the issuance by the U.S. Company to the Vendors of
shares in the capital stock of the U.S. Company representing 65% of the issued
and outstanding share capital of the U.S. Company, after giving effect to such
issuance (the "U.S. Shares");
C. Pursuant to the Purchase Agreement, Cool Management Inc. ("Cool
Management") has entered into a management agreement with Cool Entertainment
dated effective the date hereof (the "Management Agreement"), and each of the
Vendors have entered into employment or consulting agreements with Cool
Management (collectively, the "Employment Agreements"), dated effective the date
hereof;
D. Pursuant to an agreement between the parties dated for reference March 1
(the "Escrow Agreement) the Vendors have placed 75% of the U.S. Shares (the
"Escrowed Shares") in escrow according to the terms of the Escrow Agreement;
E. The parties wish to amend the Escrow Agreement;
NOW THEREFORE consideration of the covenants contained in this Agreement and
other good and valuable consideration (the receipt and sufficiency of which
is acknowledged), the parties agree as follows:
1. INTERPRETATION
In this Agreement, capitalized terms not otherwise defined herein have the
meanings defined in the Escrow Agreement.
3
2. FINANCING OF COOL AND DEVELOPMENT OF COOL'S BUSINESS
2.1 Chelsea shall complete financing milestone #1 (to US $500K.) net to
treasury the balance of USD$131,000. Any surplus or deficiency shall be
adjusted in milestone #2. Balance remaining to complete milestone #1 is
US$23,000.
2.2 Chelsea may take a finder's fee in accordance to the original escrow
agreement but must deliver to Cool no less than USD131,000 net to
treasury, of which no less than USD$65,500 is deposited net to treasury
on signing of this agreement, the remaining amount shall be deposited net
to treasury no later than 15th December, 1999.
2.3 Chelsea remains as Cool's Investor Relations partner for 12 months after
signing this addendum and all existing terms in the agreement remain in
effect during this period. All costs relating to performing this function
are paid for out of the finder's fees taken by Chelsea. If they do not
meet financing milestone #2, or #3 or #4, Cool reserves the option to
seek alternative funding.
2.4 Chelsea has 2 months after signing this agreement addendum to nominate a
person to be on the board of directors. The existing board will vote to
accept the suggested new director and has the full power to deny any
person suggested by Chelsea. There will be no cost to Cool for a new
director. Cannot be unreasonably denied or withheld.
2.5 After financial milestone #1 is completed, Cool signs a letter indicating
the directors roll out option is now waived, according to the escrow
agreement.
2.6 Cool continues work on delivery milestone #1, according to the agreement.
Finder's fees may be collected on all future financing arranged by
Chelsea.
2.7 When financing milestone #2 is met, Cool then agrees to deliver
development milestone #2 according to the agreement.
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2.8 Cool directors will continue to promote the company within the
limitations set out for corporate directors.
2.9 Both parties agree to allocate stock options at 65% to Cool and 35% to
Chelsea or assignee.
2.10 6 months shall be added to the term where the company shall not roll back
to the capitalization of the outstanding share structure, unless with the
written approval by Chelsea.
3. AMENDMENT OF AGREEMENT
This Agreement may be amended only by a written agreement among the parties.
4. GOVERNING LAWS
This Agreement shall be construed in accordance with and governed by the laws of
British Columbia and the federal laws of Canada applicable therein.
5. COUNTERPARTS AND DELIVERY
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which shall constitute one agreement, and
may be delivered by telecopier.
6. ENUREMENT
This Agreement enures to the benefit of and is binding on the parties and their
heirs, executors, administrators, successors and permitted assigns.
The parties have executed and delivered this Agreement as of the date of
reference of this Agreement.
PACIFIC CORPORATE TRUST COMPANY
--------------------- c/s
Authorized Signatory
5
COOL ENTERTAINMENT, INC.
(a Washington Corporation)
/s/ XXXXXXX KAR MAN XXX c/s
---------------------------
Authorized Signatory
CHELSEA PACIFIC FINANCIAL CORP.
/s/ XXXXX XXXXXXXXX c/s
----------------------------
Authorized Signatory
COOL ENTERTAINMENT, INC.
(a Colorado Corporation)
/s/ XXXXXXX KAR MAN XXX c/s
-----------------------
Authorized Signatory
XXXXXXX KAR MAN XXX
/s/ XXXXXXX KAR MAN XXX (seal)
----------------------
Authorized Signatory
XXXXXXX XXXXX XXXXXXX
/s/ XXXXXXX XXXXX XXXXXXX (seal)
-------------------------
Authorized Signatory
XXXXXXX XXXXX XXXX
/s/ XXXXXXX XXXXX XXXX (seal)
----------------------
Authorized Signatory
MARC XXXXXXX XXXXXXXX
/s/ XXXX XXXXXXX XXXXXXXX (seal)
------------------------
Authorized Signatory
