Exhibit 6
Execution Copy
SHAREHOLDER AGREEMENT, dated as of May 18, 2001 (the "Agreement"),
is by and among America Online, Inc., a Delaware corporation ("Parent"), IAN
Acquisition ULC, a Nova Scotia unlimited liability company and an indirect
wholly owned subsidiary of Parent ("Acquiror"), and the directors, officers
and employees of InfoInterActive Inc., a corporation incorporated under the
Business Corporations Act (Alberta) (the "Company"), who are signatories
hereto (each, a "Shareholder").
WHEREAS, Parent, Acquiror and the Company are, concurrently with the
execution and delivery of this Agreement, entering into an Acquisition
Agreement, dated as of the date hereof (the "Acquisition Agreement"; terms
used without definition herein having the meanings assigned to them in the
Acquisition Agreement), pursuant to which Acquiror agrees, among other things,
to acquire all of the common shares of the Company ("Common Shares") pursuant
to an arrangement (the "Arrangement") under the Business Corporations Act
(Alberta);
WHEREAS, as of the date hereof, each Shareholder beneficially owns
the number of Common Shares and options, convertible securities and warrants
to acquire Common Shares or other voting securities of the Company
("Exercisable Securities") set forth opposite such Shareholder's name on the
signature pages hereto (such Common Shares and Exercisable Securities, such
Shareholder's "Existing Securities" and together with any Common Shares or
other voting securities of the Company, the beneficial ownership of which is
acquired after the date hereof, whether upon the exercise of options,
conversion of convertible securities, exercise of warrants or any other
Exercisable Securities, pursuant to a dividend, distribution, stock split,
combination, reclassification, recapitalization or exchange or otherwise,
collectively referred to herein as the "Securities"); and
WHEREAS, as a condition to their willingness to enter into the
Acquisition Agreement, Parent and Acquiror have required that each Shareholder
agree, and each Shareholder has agreed, among other things, to vote in favor
of the Arrangement, on the terms and conditions provided for herein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Agreement to Vote; Proxy; Agreement to Tender.
SECTION 1.01. Voting. Each Shareholder hereby agrees that, during
the time this Agreement is in effect, at any meeting of the shareholders of
the Company, however called and at any adjournment thereof, or pursuant to any
action by written consent, such Shareholder shall appear at such meeting or
otherwise cause its Securities to be counted as present thereat for purposes
of establishing a quorum and (a) vote (or cause to be voted) all of its
Securities in favor of the approval, adoption, consent and ratification of the
Arrangement, the Acquisition Agreement, the Plan of Arrangement thereunder,
the terms thereof and all the other transactions contemplated thereby
(including but not limited to the Tender Offer (as defined below))
(collectively, the "Transactions"); (b) vote (or cause to be voted) all of its
Securities against any action or agreement that would delay, impede, interfere
with or discourage the consummation of the Transactions or would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Acquisition Agreement or of such
Shareholder under this Agreement; and (c) vote (or cause to be voted) all of
its Securities against any of the following (other than the Acquisition
Agreement, including as it may have been, or may have been proposed by Parent
or Acquiror to be, amended) or the other Transactions: (i) any extraordinary
corporate transaction or agreement therefor, including without limitation any
amalgamation, plan of arrangement, merger, consolidation, recapitalization,
reorganization, takeover bid, share exchange, liquidation, dissolution,
business combination or similar transaction involving the Company or its
Subsidiaries (including a Competing Proposal), (ii) a Transfer of a material
amount of assets of the Company or its Subsidiaries, (iii) any change in the
majority of the Board of Directors of the Company, (iv) any change in the
present capitalization of the Company, (v) any amendment of the Company's
Articles of Incorporation or By-laws, or (vi) any other material change in the
Company's corporate structure or business or change in any manner of the
voting rights of the Common Stock (any matter under clauses (a), (b) or (c), a
"Subject Proposal"). Each Shareholder shall not enter into any agreement or
understanding with any person prior to the termination of this Agreement to
vote in any manner inconsistent herewith.
SECTION 1.02. Proxy. (a) During the time this Agreement is in
effect, each Shareholder hereby irrevocably grants to, and appoints, and
agrees from time to time to grant to, and appoint, Parent and Acquiror, or any
of them, and any individual designated in writing by any of them, and each of
them individually, as such Shareholder's proxy, agent and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of
such Shareholder, to vote (or cause to be voted) its Securities, or grant a
consent or approval in respect of its Securities, in each case, with respect
to any Subject Proposal, in a manner consistent with Section 1.01 above.
(b) Each Shareholder understands and acknowledges that Parent and
Acquiror are entering into the Acquisition Agreement in reliance upon such
Shareholder's execution and delivery of this Agreement. Each Shareholder
hereby affirms that the proxy set forth in this Section 1.02 is given in
connection with the execution of this Agreement, and that such proxy is given
to secure the performance of the duties of such Shareholder under this
Agreement. Each Shareholder hereby ratifies and confirms all that such proxy
may lawfully do or cause to be done by virtue hereof. Each Shareholder will
take such further action or execute such other instruments as may be necessary
to effectuate the intent of this proxy and hereby revokes any proxy previously
granted by it with respect to its Securities that would be inconsistent with
the proxy granted pursuant to Section 1.02(a). Each Shareholder shall not
hereafter, unless and until this Agreement terminates pursuant to Section 4.01
hereof, purport to vote (or execute a consent with respect to) its Securities
with respect to any Subject Proposal (other than through this irrevocable
proxy) or grant any other proxy or power of attorney with respect to any of
its Securities to vote with respect to any Subject Proposal, deposit any of
its Securities into a voting trust or enter into any agreement (other than
this Agreement), arrangement or understanding with any person, directly or
indirectly, to vote with respect to any such Subject Proposal, grant any proxy
or give instructions with respect to the voting of such Securities with
respect to any Subject Proposal.
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SECTION 1.03. Tender. Upon the election of Parent to make a tender
offer for any Securities of the Company pursuant to Section 2.3 of the
Acquisition Agreement (the "Tender Offer"), each Shareholder hereby agrees to
validly tender (or cause the record owners to validly tender) to Parent or any
Subsidiary of Parent making the Tender Offer, pursuant to and in accordance
with the terms of the Tender Offer, as soon as practicable after commencement
of the Tender Offer, but in no event later than five Business Days following
the commencement of the Tender Offer, all of such Securities by physical
delivery of the certificates therefor (or by book entry or appropriate
instructions to brokers or custodians thereof, as the case may be) and to not
withdraw such Securities, except following termination of the Tender Offer
without the purchase by Parent or any of its Subsidiaries of Securities
thereunder. Each Shareholder hereby acknowledges and agrees that Parent's (or
any of its Subsidiary's) obligation to accept for payment and pay for such
Securities shall be subject to the terms and conditions of the Tender Offer.
Each Shareholder hereby permits Parent and Acquiror to publish and disclose in
the documents required to be prepared, filed or delivered by applicable law in
the Tender Offer and, if approval of the Company's shareholders is required
under applicable law, the proxy statement and in any other public statement,
its identity and ownership of Securities and the nature of its commitments,
arrangements and understandings under this Agreement.
ARTICLE II
Representation And Warranties.
SECTION 2.01. Representation and Warranties of Parent. Parent
hereby represents and warrants to each Shareholder that Parent has the
corporate power and authority to enter into this Agreement and perform all of
its obligations under this Agreement. This Agreement has been duly and validly
executed and delivered by Parent and constitutes a valid and binding agreement
of Parent, enforceable against Parent in accordance with its terms.
SECTION 2.02. Representations and Warranties of the Shareholder.
Each Shareholder, severally and not jointly, hereby represents and warrants to
Parent and Acquiror as follows:
(a) Ownership of Securities and Options. Such Shareholder (or
accounts or trusts controlled or beneficially owned by such Shareholder) is
the record and beneficial owner of the Existing Securities set forth opposite
its name on the signature pages hereto. To such Shareholder's knowledge, the
Existing Securities are, and the Common Shares upon issuance or receipt will
be, validly issued, fully paid and nonassessable. On the date hereof, the
Existing Securities constitute all of the Securities owned of record or
beneficially by such Shareholder. Such Shareholder has, with respect to the
Existing Securities, or will have, with respect to any other Securities, sole
voting power, sole power of disposition and sole power to agree to all of the
matters set forth in this Agreement with respect to all of its Securities,
with no restrictions, subject to applicable securities laws, on such
Shareholder's voting power or rights of disposition pertaining thereto. On the
date hereof, such Shareholder has good, valid and marketable title to its
Securities, free and clear of all claims, liens, encumbrances, security
interests and charges of any nature whatsoever (other than the encumbrance
created by this Agreement), and shall not be subject to any preemptive right
of any shareholder of the Company.
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(b) Power; Binding Agreement. Such Shareholder has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement. The execution, delivery and performance of this
Agreement by such Shareholder have been duly and validly authorized and no
other actions or proceedings on the part of such Shareholder are necessary to
authorize this Agreement or to consummate the transactions contemplated
herein. The execution, delivery and performance of this Agreement by such
Shareholder will not violate any other agreement to which such Shareholder is
a party including, without limitation, any voting agreement, shareholders
agreement or voting trust. This Agreement has been duly and validly executed
and delivered by such Shareholder and constitutes a valid and binding
agreement of such Shareholder, enforceable against such Shareholder in
accordance with its terms.
(c) No Conflicts. Except for compliance with the applicable
requirements of the Legislation, (A) no filing with, and no permit,
authorization, consent or approval of, any Governmental Authority is necessary
for the execution of this Agreement by such Shareholder and the consummation
by such Shareholder of the transactions contemplated hereby and (B) neither
the execution and delivery of this Agreement by such Shareholder nor the
consummation by such Shareholder of the transactions contemplated hereby nor
compliance by such Shareholder with any of the provisions hereof shall (1)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, agreement or other instrument or obligation to which such
Shareholder is a party or by which such Shareholder or any of its properties
or assets may be bound or (2) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to such Shareholder or any of its
properties or assets.
(d) No Group. Such Shareholder is acting individually and not as
part of a "group" as defined in the U.S. Securities Exchange Act of 1934, as
amended.
ARTICLE III
Certain Covenants of the Shareholder
SECTION 3.01. Certain Covenants of the Shareholder. Such
Shareholder hereby covenants and agrees as follows:
(a) No Solicitation. Such Shareholder shall not, and shall not
authorize or permit any shareholder, director, officer, employee, Affiliate,
representative or agent of such Shareholder to, directly or indirectly, (i)
solicit, facilitate, initiate, entertain, encourage or take any action to
facilitate, initiate, entertain or encourage any inquiries or communications
or the making of any proposal or offer that constitutes or may constitute a
Competing Proposal or a sale of any of its Securities or (ii) participate or
engage in any discussions or negotiations with, or provide any information to
or take any other action with the intent to facilitate the efforts of, any
person concerning any possible Competing Proposal or a sale of any of its
Securities or any inquiry or communication which might reasonably be expected
to result in a Competing Proposal or a sale of any of its Securities. If such
Shareholder or any representative or agent of such
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Shareholder receives an inquiry or proposal with respect to any Competing
Proposal or any sale of its Securities, then such Shareholder shall promptly
inform Parent of the terms and conditions, if any, of such inquiry or proposal
and the identity of the person making it. Such Shareholder shall, and shall
cause its representatives or agents to, immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.
Notwithstanding the foregoing, nothing herein shall in any way restrict or
limit such Shareholder from taking any action in his capacity as a director or
officer of the Company to fulfill his duties and fiduciary obligations as a
director or officer of the Company in a manner consistent with the terms of
the Acquisition Agreement.
(b) Restriction on Transfer, Proxies and Non-Interference. Such
Shareholder hereby agrees, while this Agreement is in effect, and except as
contemplated hereby, not to (i) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or execute any contract, option or other arrangement or
enter into an understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition (collectively, a "Transfer") of
any of its Securities or any interest therein, (ii) grant any proxies with
respect to any of its Securities or deposit any of its Securities into a
voting trust or enter into a voting agreement with respect to any of its
Securities, or (iii) take any action that would make any representation or
warranty of such Shareholder contained herein untrue or incorrect or have the
effect of preventing or disabling such Shareholder from performing its
obligations under this Agreement. Any action described in the foregoing
clauses (i) through (iii) in violation of this Agreement shall be void ab
initio.
(c) Legending of Certificates; Nominees Securities. If requested by
Parent, such Shareholder agrees to submit to the Company contemporaneously
with or as promptly as practicable following such request all certificates
representing its Securities so that the Company may note thereon a legend, in
form and substance reasonably satisfactory to Parent, referring to the proxy
and other rights granted to Parent by this Agreement. If any of the Securities
beneficially owned by such Shareholder are held of record by a brokerage firm
in "street name" or in the name of any other nominee (a "Nominee", and, as to
such Securities, "Nominee Securities"), such Shareholder shall, within five
days following such request by Parent execute and deliver to Parent a limited
power of attorney, in form and substance reasonably satisfactory to Parent,
enabling Parent to require the Nominee to (i) grant to Parent an irrevocable
proxy to the same effect as Section 1.02 hereof with respect to the Nominee
Securities held by such Nominee, and (ii) submit to the Company the
certificates representing such Nominee Securities for notation of the
above-referenced legend thereon, and (iii) tender such Nominee Securities in
the Tender Offer pursuant to Section 1.03 hereof.
(d) Additional Securities. Such Shareholder hereby agrees, while
this Agreement is in effect, to promptly notify Parent of the number of any
new Securities acquired by such Shareholder, if any, after the date hereof.
(e) Cooperation. Such Shareholder will not take any action, which
could reasonably (i) result in any restriction on or delay in the consummation
of the transactions contemplated by the Acquisition Agreement (including but
not limited to the Arrangement or any other Transaction), the Related
Agreements or this Agreement or (ii) render any of such transactions
undesirable or impractical for Parent.
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(f) Dissenter's Rights. Such Shareholder agrees that it will not
exercise any right to dissent or any similar rights of appraisal, which it may
have under any applicable Law with respect to any transaction contemplated by
the Acquisition Agreement or any Related Agreement.
SECTION 3.02. Acknowledgement. Each Shareholder acknowledges that
on and after the Effective Date of the Arrangement, such Shareholder shall
have no claim for any compensation of any kind with respect to such
Shareholder's capacity or service as a director of the Company.
SECTION 3.03. Stop Transfer Order. In furtherance of this
Agreement, each Shareholder hereby authorizes and directs the Company's
counsel to notify the Company's transfer agent that there is a stop transfer
order with respect to all of its Existing Securities (and that this Agreement
places limits on the voting and transfer of such Securities).
SECTION 3.04. Public Announcements. Each Shareholder shall consult
with Parent before issuing, and shall first provide Parent the reasonable
opportunity to review and comment upon, any press release or other public
statements by such Shareholder with respect to the existence or terms of this
Agreement, the Acquisition, the Arrangement and the other Transactions, and
shall not issue any such press release or make any such public statement
without the prior written consent of Parent, except to the extent necessary in
response to a judicial or similar investigative inquiry (including a discovery
request in a lawsuit), in which case such Shareholder shall make such
disclosure pursuant thereto only after first providing reasonable notice to
Parent and affording Parent the opportunity to seek to limit, prevent or
protect such disclosure.
SECTION 3.05. Reasonable Best Efforts; Further Assurances. (a)
Each Shareholder shall use its reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Arrangement and the other Transactions.
(b) Each Shareholder shall, from time to time, execute and deliver,
or cause to be executed and delivered, such additional or further consents,
documents and other instruments and shall take all such further actions as
Parent or Acquiror may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement, the Acquisition
Agreement and the other Related Agreements.
SECTION 3.06. Cooperation as to Regulatory Matters. If so
requested by Parent, promptly after the date hereof, each Shareholder will use
its reasonable best efforts to, and cause the Company (if required) to, make
all filings, which are required under the Legislation or other applicable
Laws, and to seek all regulatory approvals required in connection with the
Transactions. Each Shareholder shall furnish all such necessary information
and reasonable assistance as may be requested in connection with the
preparation of filings and submissions to any Governmental Authority,
including, without limitation, filings under the provisions of the Legislation
or other applicable Laws. Each Shareholder shall supply, and use its
reasonable best efforts to cause the Company to supply, to Parent copies of
all
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correspondence, filings or communications (or memoranda setting forth the
substance thereof) with Governmental Authorities with respect to this
Agreement and the transactions contemplated hereby.
ARTICLE IV
Miscellaneous
SECTION 4.01. Termination; Survival of Representations and
Warranties. This Agreement shall terminate on the Expiration Date, and upon
such termination, this Agreement shall terminate and be of no further force
and effect; provided that (i) the respective representations and warranties of
the Shareholders and Parent contained in Article II shall survive the
termination of this Agreement for one year, (ii) the provisions of Section
3.02 shall terminate upon the termination of the Acquisition Agreement
pursuant to the terms thereof but shall not terminate and shall survive
indefinitely on or after the Effective Time of the Arrangement in accordance
with their terms, and (iii) the provisions of Article IV shall survive the
termination of this Agreement indefinitely in accordance with their terms. As
used herein, the term "Expiration Date" means the first to occur of (i) the
Effective Time, (ii) with respect to a Shareholder, receipt by such
Shareholder of written notice of termination of this Agreement by Parent, or
(iii) the date of termination of the Acquisition Agreement.
SECTION 4.02. Amendments. This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties.
SECTION 4.03. Notices. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered personally or sent by nationally recognized overnight courier or by
registered or certified mail, postage prepaid, return receipt requested, or by
electronic mail, with a copy thereof to be delivered or sent as provided above
or by facsimile or telecopier, as follows:
if to Parent or Acquiror, to
America Online, Inc.
00000 XXX Xxx
Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Senior Vice President for Business Affairs
with copies to:
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Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxx Xxxxxx, Esq.
if to the Shareholders:
to the addresses set forth opposite their names on the
signature pages hereto
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. All such
notices or communications shall be deemed to be received (i) in the case of
personal delivery, nationally recognized overnight courier or registered or
certified mail, on the date of such delivery and (ii) in the case of facsimile
or telecopier or electronic mail, upon confirmed receipt.
SECTION 4.04. Descriptive Headings; Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. The terms
"hereof," "herein," "hereby," and derivative or similar words refer to this
entire Agreement. Unless the context otherwise requires words of any gender
include each other gender, and words using the singular or plural number also
include the plural or singular number, respectively. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation". All references to
currency herein are to United States dollars unless otherwise specified.
SECTION 4.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.
SECTION 4.06. Entire Agreement. This Agreement (including any
exhibits and schedules hereto) and the other documents and instruments
delivered in connection herewith constitute the entire agreement and supersede
all prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof and
thereof.
SECTION 4.07. Assignment. This Agreement may not and shall not be
assigned by operation of Law or otherwise, except that Parent and Acquiror may
assign all or any of their rights hereunder to any Affiliate, provided that no
such assignment shall relieve the
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assigning party of its obligations hereunder. Any assignment in violation of
this Agreement shall be void.
SECTION 4.08. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
SECTION 4.09. Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of any party hereto in the
exercise of any right hereunder will impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation, warranty or
agreement herein, nor will any single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights
and remedies existing under this Agreement are cumulative to, and not
exclusive to, and not exclusive of, any rights or remedies otherwise
available.
SECTION 4.10. Governing Law; Enforcement. This Agreement and the
rights and duties of the parties hereunder shall be governed by, and construed
in accordance with, the Law of the State of New York. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
Federal court sitting in the Southern District of New York, this being in
addition to any other remedy to which they are entitled at law or in equity.
In addition, each of the parties hereto, (a) consents to submit itself to the
exclusive personal jurisdiction of any Federal court sitting in the Southern
District of New York in the event any dispute arises out of this Agreement or
any transaction contemplated hereby, (b) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, (c) agrees that it will not bring any action relating to
this Agreement or any transaction contemplated hereby in any court other than
any Federal court sitting in the Southern District of New York and (d) waives
any right to trial by jury with respect to any action related to or arising
out of this Agreement or any transaction contemplated hereby.
SECTION 4.11. No Third-Party Beneficiaries. Nothing in this
Agreement, express or implied, is intended to confer on any person other than
the parties hereto or their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
SECTION 4.12. Counterparts. This Agreement may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, Parent, Acquiror and the Shareholders have
caused this Agreement to be duly executed as of the day and year first above
written.
AMERICA ONLINE, INC.
By: /s/ Xxxxx Xxxxxxxx
_____________________________________
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
IAN ACQUISITION ULC
By: /s/ Xxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxx Xxxxxxx
Title: President
Outside Directors Shareholder Agreement
Existing Securities
-------------------
Employee Options to acquire
50,000 Common Shares /s/ Xxxx Xxxxxxx
_______________________________________
Xxxx Xxxxxxx
Address for Notices:
00 Xxxxx Xxxxxxxxx
Xxxxx Xxxx, XX
XXXXXX X0X 0X0
Outside Directors Shareholder Agreement
Existing Securities
-------------------
33,200 Common Shares
/s/ Xxxxxxx X.X. Xxxxx
_______________________________________
Xxxxxxx X.X. Xxxxx
Address for Notices:
000 Xxxxxxxxxx Xxxx
Xxx Xxx, XX
XXXXXX X0X 0X0
Outside Directors Shareholder Agreement
Existing Securities
-------------------
Employee Options to acquire
50,000 Common Shares /s/ Xxxxxx Xxxxxx
_______________________________________
Xxxxxx Xxxxxx
Address for Notices:
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX
XXXXXX X0X 0X0
Outside Directors Shareholder Agreement
Existing Securities
-------------------
Employee Options to acquire
50,000 Common Shares /s/ Xxxx Xxx Xxxxxx
_______________________________________
Xxxx Xxx Xxxxxx
Address for Notices:
00 Xxx Xxxxxxxx
Xxxxxxxxx, XX
XXXXXX X0X 0X0
Outside Directors Shareholder Agreement
Existing Securities
-------------------
Employee Options to acquire
50,000 Common Shares /s/ Xxx Xxxxxxx
_______________________________________
Xxx Xxxxxxx
Address for Notices:
0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
Outside Directors Shareholder Agreement
Existing Securities
-------------------
4,000 Common Shares, of which
such Shareholder has beneficial /s/ Xxxxxx Xxxxxxxxxxx
ownership, and 35,000 Common _______________________________________
Shares, of which such Xxxxxx Xxxxxxxxxxx
Shareholder has power to control
and direct the voting and
disposition. Address for Notices:
0000 Xxxxxxx Xxxxx, X.X.
Xxxxxxx, XX
XXXXXX X0X 0X0
Outside Directors Shareholder Agreement
