[TSX LOGO OMITTED]
TSX VENTURE
EXCHANGE
FORM 6A
SEED SHARE RESALE RESTRICTIONS
POOLING AGREEMENT
THIS AGREEMENT is dated for reference the 1st day of April, 2004 and made
AMONG: NATIONAL BANK TRUST INC.
(the "ESCROW AGENT");
AND: LMS MEDICAL SYSTEMS INC.
(the "ISSUER");
AND: EACH SHAREHOLDER, AS DEFINED IN THIS AGREEMENT
(collectively, the "PARTIES").
WHEREAS:
a) The Shareholder has acquired or is about to acquire common shares of the
Issuer;
b) As a condition of the listing of these shares on the TSX Venture Exchange
Inc., the Shareholder is required to comply with the Exchange's Seed Share
Resale Restrictions; and
c) The Escrow Agent has agreed to act as escrow agent in respect of the shares
of the Shareholder;
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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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 1
(AS AT AUGUST 2002) POOLING AGREEMENT
1. INTERPRETATION
In this agreement:
a) "EXCHANGE" means the TSX Venture Exchange Inc.;
b) "SEED SHARE RESALE RESTRICTIONS" means section 10 of Policy 5.4 of the
Exchange's Corporate Finance Manual, as amended from time to time;
c) "SHAREHOLDER" means a holder of shares of the Issuer who executes this
agreement; and
d) "SHARES" means the shares of the Shareholder described in Schedule A to
this agreement, as amended from time to time in accordance with section
7(3) and 9.
2. PLACEMENT OF SHARES IN ESCROW
The Shareholder places the Shares in pool (legally, in escrow) with the Escrow
Agent and the Issuer and the Shareholder shall deliver the certificates
representing the Shares to the Escrow Agent as soon as practicable.
3. VOTING OF SHARES IN ESCROW
The Shareholder may exercise all voting rights attached to the Shares.
4. WAIVER OF SHAREHOLDER'S RIGHTS
The Shareholder waives no rights attached to the Shares, except the right to
sell the Shares while they are pooled.
5. ABSTENTION FROM VOTING AS A DIRECTOR
A Shareholder that is or becomes a director of the Issuer must abstain from
voting on a directors' resolution to cancel any of the Shares.
6. TRANSFER WITHIN ESCROW
1) The Shareholder shall not assign, deal in, pledge, sell, trade or transfer
in any manner whatsoever, or agree to do so in the future, any of the
Shares or any beneficial interest in them, except:
a) a transfer of Shares from the Shareholder to a registered retirement
savings plan the sole beneficiary of which is the Shareholder; or
b) with the written consent of the Exchange.
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 2
(AS AT AUGUST 2002) POOLING AGREEMENT
2) Subject to the exceptions set out in section 6(1)(a) and (b) above, the
Escrow Agent shall not effect or acknowledge any transfer, trade, pledge,
hypothecation, assignment, declaration of trust or any other documents
evidencing a change in the legal or beneficial ownership of or interest in
the Shares.
3) Upon the death or bankruptcy of a Shareholder, the Escrow Agent shall hold
the Shares subject to this agreement for the person that is legally
entitled to become the registered owner of the Shares.
7. RELEASE FROM ESCROW
1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares
until the Shares are released from escrow pursuant to subsection (2).
2) The Escrow Agent shall not release the Shares from escrow except in
accordance with the Seed Share Resale Restrictions which are as follows:
(i) the Shares shall be subject to a four month hold period with
(a) 20% of the Shares being released on the date of Completion of the
Qualifying Transaction (as defined in the Exchange's Policy 2.4 -
Capital Pool Companies) involving the Issuer and LMS Medical
Systems Ltd.,
(b) 20% of the Shares being released on the first day of the first
month thereafter,
(c) 20% of the Shares being released on the first day of the second
month thereafter,
(d) 20% of the Shares being released on the first day of the third
month thereafter, and with
(e) 20% of the Shares being released on the first day of the fourth
month thereafter.
3) The release from escrow of any of the Shares shall terminate this agreement
only in respect of the Shares so released.
4) Upon receiving the written consent of the Exchange, the Escrow Agent shall
release all of the Shares from escrow which have not been previously
released.
8. NO SURRENDER FOR CANCELLATION
The Shareholder shall not be required to surrender the Shares for cancellation
pursuant to this Agreement.
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 3
(AS AT AUGUST 2002) POOLING AGREEMENT
9. AMENDMENT OF AGREEMENT
1) Subject to subsection (2), this agreement may be amended only by a written
agreement among the Parties and with the written consent of the Exchange.
2) Schedule A to this agreement shall be amended upon
a) a transfer of Shares pursuant to section 6, or
b) a release of Shares from escrow pursuant to section 7
and the Escrow Agent shall note the amendment on the Schedule A in its
possession.
10. INDEMNIFICATION
The Issuer shall release, indemnify and save harmless the Escrow Agent and the
Exchange from all costs, charges, claims, demands, damages, losses and expenses
resulting from administering this agreement and compliance in good faith with
this agreement.
11. RESIGNATION OF ESCROW AGENT
1) If the Escrow Agent wishes to resign as escrow agent in respect of the
Shares, the Escrow Agent shall give notice to the Issuer.
2) If the Issuer wishes the Escrow Agent to resign as escrow agent in respect
of the Shares, the Issuer shall give notice to the Escrow Agent.
3) A notice referred to in subsection (1) or (2) shall be in writing and
delivered to the party at the address set out above, and the notice shall
be deemed to have been received on the date of delivery. The Issuer or the
Escrow Agent may change its address for notice by giving notice to the
other party in accordance with this subsection.
4) A copy of a notice referred to in subsection (1) or (2) shall concurrently
be delivered to the Exchange.
5) The resignation of the Escrow Agent shall be effective and the Escrow Agent
shall cease to be bound by this agreement on the date that is 60 days after
the date of receipt of the notice referred to in subsection (1) or (2) or
on such other date as the Escrow Agent and the Issuer may agree upon (the
"Resignation Date").
6) The Issuer shall, before the resignation date and with the written consent
of the Exchange, appoint another escrow agent and that appointment shall be
binding on the Issuer and the Shareholders.
12. FURTHER ASSURANCE
The Parties shall execute and deliver any documents and perform any acts
necessary to carry out the intent of this agreement.
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 4
(AS AT AUGUST 2002) POOLING 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
Ontario and the laws of Canada applicable in Ontario.
15. COUNTERPARTS
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.
16. SINGULAR AND PLURAL
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.
17. ENUREMENT
This agreement enures to the benefit of and is binding on the Parties and their
heirs, executors, administrators, successors and permitted assigns.
18. LANGUAGE
This agreement has been drawn up in the English language at the request of all
parties. Cet acte a ete redige en anglais a la demande de toutes les parties.
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 5
(AS AT AUGUST 2002) POOLING AGREEMENT
The Parties have executed and delivered this agreement as of the date of
reference of this agreement.
NATIONAL BANK TRUST INC. )
)
)
Per: ) c/s
-----------------------------------
Authorized signatory )
)
Per: )
-----------------------------------
Authorized signatory )
LMS MEDICAL SYSTEMS INC. )
)
)
Per: ) c/s
-----------------------------------
Authorized signatory )
)
Per: )
-----------------------------------
Authorized signatory )
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 6
(AS AT AUGUST 2002) POOLING AGREEMENT
Where the Shareholder is an individual:
Signed, sealed and delivered by )
o in the presence of: )
)
)
----------------------------------------
Name )
)
)
)
---------------------------------------- --------------------------------
Address ) Name of Shareholder
)
)
)
---------------------------------------- --------------------------------
) number of Shares
)
)
----------------------------------------
Occupation
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 7
(AS AT AUGUST 2002) POOLING AGREEMENT
Where the Shareholder is a company:
o )
)
)
Per: ) c/s
-----------------------------------
Authorized signatory )
)
Per: )
----------------------------------- --------------------------------
Assigned Signatory ) number of Shares
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FORM 6A SEED SHARE RESALE RESTRICTIONS PAGE 8
(AS AT AUGUST 2002) POOLING AGREEMENT
