VESTING AGREEMENT
THIS VESTING AGREEMENT is made effective the 25th day of May, 1999
BETWEEN:
THE UNDERSIGNED REGISTERED HOLDERS of shares of iLink Telecom,
Inc.
(the "Holders")
AND:
ILINK TELECOM, INC., a body corporate with an office for
business located at Suite 1910, 1177 West Hastings Street,
Vancouver, British Columbia, Canada V6E 2K3
(the "Company")
WHEREAS:
A. The Holders have been issued a total of 1,840,000 shares of the Company's
Common Stock (the "Shares");
B. The certificates representing the Shares bear the legend required by Rule
144 under the Securities Act of 1933;
C. The Company holds the certificates representing the Shares; and
D. The Holders have agreed that the Shares shall be held by the Company,
undelivered, until such time as ownership of the Shares vests in the
Holders in accordance with the terms of this Agreement. All the other
indicia of ownership belongs to the Holder.
THIS AGREEMENT WITNESSES THAT for $10 now paid be each party hereto to the other
and in consideration of the premises and covenants and agreements herein
contained, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree each with the others as follows:
1. The Company shall hold the certificates representing the shares as set
forth in Schedule "A" attached hereto (the "Share Certificates")
undelivered, and upon the Company achieving the following milestones a
portion of the Shares shall be delivered to the Holders, pro rata, as
follows:
Milestone Percentage to be Delivered
The Company's gross revenues for
a single fiscal year increase
above US$1,000,000; or 25%
Each additional increase of the Company's
gross revenues for a single fiscal year of
US$1,000,000; or 25%
The Company closes an acquisition of a business
or businesses with annual gross revenue in excess
of US$2,000,000; or 25%
Each additional closing of an acquisition of a
business or businesses with annual gross revenue
in excess of US$2,000,000; or 25%
Each capital investment of US$1,000,000 in the
Company; or 25%
The Company acquires a PCS Licence in the Republic
of Trinidad and Tobago; or 100%
The Company becomes the subject of a takeover bid. 100%
2. As long as any Share Certificates remain deposited with the Company, then,
in the event that a particular Holder ceases to be an officer, director or
employee of the Company, any Shares registered in the name of that
particular Holder which have not been delivered to that particular Holder
pursuant to section 1 hereof within one hundred and eighty days following
the date upon which that particular Holder ceases to be an officer,
director or employee of the Company shall be forfeited to the Company and
returned to treasury and that particular Holder shall have no further
interest in the Shares registered in his name.
3. In the event that no Shares have been delivered to the Holders pursuant to
section 1 hereof on or before May 25, 2000 then the Shares shall be
forfeited to the Company and returned to treasury and the Holders shall
have no further interest in the Shares registered in their names.
4. The Company shall not accept or acknowledge any transfer, assignment,
declaration of trust or any other document evidencing a change in legal or
beneficial ownership or of interest in the Shares, except as may be
required by reason of the death or bankruptcy of any of the Holders,
subject to this Agreement for whatsoever person or persons, or corporations
who may thus become legally entitled thereto.
5. The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by
negotiation in good faith. If such good negotiation fails to resolve such
dispute, controversy, difference or claim within fifteen (15) days after
any party delivers to any other party a notice of its intent to submit such
matter to arbitration, then any party to such dispute, controversy,
difference or claim may submit such matter to arbitration in the City of
Vancouver, British Columbia. All results of the arbitration proceedings
shall be final, conclusive and binding on all parties to this Agreement,
and shall not be subject to judicial review. Judgement upon the award
rendered by the arbitrator may be entered in Province of British Columbia,
the State of Nevada or any other court having competent jurisdiction.
6. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia.
7. This Agreement and may be executed by facsimile and in counterparts and
such counterparts shall be construed together and deemed to constitute one
and the same instrument.
8. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
9. The parties hereto acknowledge that they have each received independent
legal advice with respect to the terms of this Agreement and the
transactions contemplated herein or have knowingly and willingly elected
not to do so. The parties hereto further acknowledge that this Agreement
has been prepared by Century Capital Management Ltd. as a convenience to
the parties only, and that Century Capital Management Ltd. has not provided
any of the parties hereto with any professional advice with respect to this
Agreement.
IN WITNESS WHEREOF the parties hereto have duly caused this Agreement to be
executed effective as of the day and year first above written.
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XXXX XXXXXXXXXXXXX
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XXXXX X. XXXXXXXX
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XXXXXXX XXXXXXX
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XXXX XXXXXXXXXX
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XXXXXX XXXXX
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MARKETSOURCE DIRECT HOLDINGS LTD.
Per:
Authorized Signatory
---------------------------------
ILINK TELECOM, INC.
Per: -------------------------
Authorized Signatory
SCHEDULE "A"
Holder Number Of Shares
Xxxx Xxxxxxxxxxxxx 1,500,000
Xxxxx X. Xxxxxxxx 25,000
Marketsource Direct Holdings Ltd.
(Xxxxx X. Xxxxxxxx) 250,000
Xxxxxxx Xxxxxxx 50,000
Xxxx Xxxxxxxxxx 10,000
Xxxxxx Xxxxx 5,000
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TOTAL 1,840,000
