SECURITY AGREEMENT (SECURITIES)
THIS SECURITY AGREEMENT (SECURITIES) is dated for
reference November 17, 1997,
MADE BY:
XXX XX EQUITIES LTD., a body corporate under the laws of
Alberta, having its chief place of business at 000 Xxxxxxxxxx
XX, X.X., Xxxxxxx, Xxxxxxx, X0X0X0,
(the "PLEDGOR")
IN FAVOUR OF:
SANWA BUSINESS CREDIT CORPORATION, of 000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000,
(the "PLEDGEE")
WHEREAS:
A. The Pledgor owns eighty-two percent (82%) of the issued and outstanding
voting shares (the "SHARES") of the capital stock of J.R.S. Exploration Company
Limited, an Alberta company ("JRS") represented by the share certificates listed
in the Schedule attached hereto;
B. The Pledgee has made available to Northern Geophysical of America, Inc., a
Delaware corporation (the "BORROWER"), certain loans and other financial
accommodations pursuant to a Loan and Security Agreement dated as of the date
hereof between Borrower and Pledgee (the "LOAN AGREEMENT");
C. In consideration for such financial accommodations, the Borrower has given a
security interest in the shares of the shareholder of the Pledgor and has
requested the Pledgor execute, among other things, this Pledge Agreement.
NOW, THEREFORE, THIS SECURITY AGREEMENT (SECURITIES) WITNESSES
THAT in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
the Pledgor, the Pledgor hereby agrees with the Pledgee as follows:
1. Collateral. The Pledgor grants to the Pledgee a continuing, specific and
fixed assignment, transfer, mortgage, charge and security interest in the
following (hereinafter collectively, the "COLLATERAL"):
(a) All of the Shares of common stock of JRS issued or registered
in the name of the Pledgor, owned
beneficially and of record by the Pledgor and made a part
hereof, and all cash, bonds, dividends, other securities,
instruments, rights and other property at any time and from
time to time received or receivable in respect thereof or in
exchange for all or any part thereof, including without
limitation, dividends, warrants, rights to subscribe,
conversion rights, liquidating dividends and other share
rights, and in the event the Pledgor receives any of the
foregoing, the Pledgor acknowledges that the same shall be
received IN TRUST for the Pledgee and agrees immediately to
deliver the same to the Pledgee in original form of receipt,
together with any powers of attorney, assignments,
endorsements or other documents or instruments as the Pledgee
may reasonably request to establish, protect or perfect the
Pledgee's interest in respect of such Collateral; and
(b) Subject to section 8.1(b), all other property hereafter
delivered to the Pledgee (or any agent or bailee holding on
behalf of the Pledgee) by the Pledgor in substitution for or
in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and
all cash, dividends, other securities, instruments, rights and
other property at any time and from time to time received or
receivable in respect thereof or in exchange for all or any
part thereof, including without limitation, subject to section
8.1(b), dividends, warrants, rights to subscribe, conversion
rights, liquidating dividends and other share rights, and in
the event the Pledgor receives any of the foregoing, the
Pledgor acknowledges that the same shall be received IN TRUST
for the Pledgee and agrees immediately to deliver the same to
the Pledgee in original form of receipt, together with any
powers of attorney, assignments, endorsements or other
documents or instruments as the Pledgee may request to
establish, protect or perfect the Pledgee's interest in
respect of such Collateral; and
(c) All proceeds of all of the foregoing.
2. Registration of Securities. All certificates or instruments representing or
evidencing the Collateral shall be delivered to and held by or on behalf of the
Pledgee pursuant hereto and shall be duly endorsed in blank for transfer or
shall be transferred into the name of the Pledgee, if the Pledgee requests. The
Pledgee shall have the right, at any time, both before or after an Event of
Default (as defined herein), in its reasonable discretion and without notice to
the Pledgor, but shall be under no obligation to, transfer to or to register in
the name of the Pledgee or any of its nominees any or all of the Collateral. In
addition, the Pledgee shall have the right at any
- 2 -
time to exchange certificates or instruments representing or evidencing
Collateral for certificates or instruments of smaller or larger denominations.
The Pledgee shall be under no obligation to accept any Collateral or to cause,
or to permit, a transfer thereof to be made into its name if, in the opinion of
the Pledgor, such acceptance or transfer might involve or render the Pledgor
subject to any liability or expense unless the Pledgor be indemnified to its
satisfaction for so doing.
3. Obligations. The Collateral shall be held by the Pledgee as continuing
security and shall secure the payment of:
(a) all and every indebtedness, present and future, direct and
indirect, absolute and contingent, of the Borrower to the
Pledgee (herein called the "INDEBTEDNESS"); and
(b) all and every liability, present and future, direct and
indirect, absolute and contingent, of each of JRS and the
Pledgor to the Pledgee (herein called the "LIABILITY" and
collectively with the Indebtedness, the "OBLIGATIONS").
4. Securities Additional Security. The Collateral are in addition to and not in
substitution for any other security or securities which the Pledgee now or from
time to time may hold or take from JRS or from any other person or persons
whomsoever.
5. Representations and Warranties. The Pledgor represents and warrants on the
date hereof, and shall be deemed to represent and warrant on the date of each
loan or advance made by the Pledgee to Borrower, that:
(a) the Pledgor is the sole legal, beneficial and, if applicable,
record owner of the Collateral (or, in the case of
after-acquired Collateral, will be the sole such owner
thereof), having good and marketable title thereto, free of
all liens, security interests, encumbrances or claims of any
kind;
(b) all information heretofore, herein or hereafter given to
Pledgee by or on behalf of Pledgor is complete, true and
correct;
(c) all shares constituting the Collateral (a) have been duly and
validly issued in compliance with all the laws of Alberta and
laws of Canada applicable to Alberta, (b) are fully paid,
nonassessable and free of preemptive rights, (c) are not
subject to any restrictions upon the voting rights or upon the
transfer thereof other than as may appear on the face of the
certificates evidencing such Collateral, (d) constitute all
securities of JRS owned beneficially and of record by the
Pledgor and (e) include 82% of the issued and outstanding
voting shares of JRS;
- 3 -
(d) the Pledgor has the right and power and is duly authorized and
empowered to enter into, execute, deliver and perform this
Pledge Agreement;
(e) this Pledge Agreement has been duly executed and delivered by
Pledgor and constitutes a legal, valid and binding obligations
of Pledgor, enforceable against Pledgor in accordance with its
terms; and
(f) the execution, delivery and performance of this Pledge
Agreement do not (i) violate any provisions of law or any
order of any court or other agency of government, or (ii)
contravene any provision of any material contract or agreement
to which the Pledgor is a party or by which the Pledgor or the
Pledgor's assets are bound.
6. Covenants of Pledgor. Until the Obligations are satisfied in full, the
Pledgor agrees to:
(a) preserve and protect the Collateral;
(b) not create, incur, assume or permit to exist any liens,
encumbrances, security interests, levies, assessments or
charges on or in any of the Collateral, except those approved
in advance in writing by the Pledgee;
(c) promptly pay and discharge before the same become delinquent
all taxes, assessments and governmental charges or levies
imposed on the Pledgor or any of the Collateral;
(d) not sell, encumber, or otherwise dispose of or transfer any
Collateral, or any right or interest therein and agrees that
it will (i) cause JRS not to issue any other voting stock in
addition to or in substitution for the Collateral, except to
the Pledgor, or in connection with outstanding stock options
or with the prior written consent of the Pledgee and (ii)
pledge hereunder, immediately upon the Pledgor's acquisition
(directly or indirectly) thereof, any and all additional
shares of stock or other securities of JRS;
(e) appear in and defend, at the Pledgor's own expense, any action
or proceeding which may affect the Pledgor's title to or the
Pledgee's interest in the Collateral;
(f) procure or execute and deliver, from time to time, in form and
substance satisfactory to the Pledgee, any powers, powers of
attorney, endorsements, assignments, financing statements,
estoppel certificates or other writings deemed necessary or
appropriate by the Pledgee to perfect, maintain or protect the
Pledgee's security interest in the Collateral and the priority
thereof,
- 4 -
and take such other action and deliver such other documents,
instruments and agreements pertaining to the Collateral as the
Pledgee may request to effectuate the intent of this Pledge
Agreement;
(g) if the Pledgee gives value to enable the Pledgor to acquire
rights in or use of any Collateral, use such value only for
such purpose;
(h) keep separate, accurate and complete records of the Collateral
and provide the Pledgee with access thereto and to the
Pledgor's financial records, in each case with the right to
make extracts therefrom;
(i) provide the Pledgee with such other information pertaining to
the Collateral as the Pledgee may reasonably request from time
to time;
(j) maintain and preserve its corporate or other legal existence
of, including without limitation, JRS, and all rights,
privileges, franchises, and other authority necessary for the
conduct of their respective businesses; and
(k) Continue its operations in the same form and structure of
business (i.e., corporate, partnership, individual) as
currently conducted, and not merge or consolidate with or
acquire or be acquired by any other corporation, partnership,
entity or person, without the Pledgee's prior written consent.
7. Authorized Action by Pledgee.
7.1 The Pledgor hereby irrevocably appoints the Pledgee as its lawful attorney
to do (but the Pledgee shall not be obligated to and shall not incur any
liability to the Pledgor or any third party for failure so to do) any act which
the Pledgor is obligated by this Pledge Agreement to do, and to exercise such
rights and powers as the Pledgor might exercise with respect to the Collateral,
including, without limitation, the right to:
(a) collect by legal proceedings or otherwise and endorse, receive
and receipt for all payments, proceeds and other sums and
property now or hereafter payable on or in respect of proceeds
and other sums and property now or hereafter payable on or in
respect of the Collateral, including dividends and interest
payments;
(b) enter into any extension, reorganization, deposit,
amalgamation or consolidation agreement or other agreement
pertaining to the Collateral, and in connection therewith may
deposit or surrender control of the Collateral thereunder,
accept other property in exchange therefor, and do and perform
such acts and
- 5 -
things as it may deem proper, and any money or property
secured in exchange therefor shall be applied to the
Obligations or held by the Pledgee pursuant to the provisions
of this Pledge Agreement;
(c) protect and preserve the Collateral;
(d) transfer the Collateral to its own or its nominee's name; and
(e) make any compromise, settlement or adjustment, and take any
action it deems advisable, with respect to the Collateral;
provided, however, that Pledgee shall only exercise such rights after the
occurrence and during the continuation of an Event of Default (as defined
herein), except that upon the cure of any Event of Default, the Pledgee shall
have the right to complete any action commenced by it curing such Event of
Default.
7.2 The Pledgor agrees to reimburse the Pledgee upon demand for any costs and
expenses, including legal fees, the Pledgee may incur while acting as the
Pledgor's lawful attorney hereunder, all of which costs and expenses are
included in the Obligations secured hereby and are payable upon demand. It is
further agreed and understood between the parties hereto that such care as the
Pledgee gives to the safekeeping of its own property of like kind shall
constitute reasonable care of the Collateral when in the Pledgee's possession;
provided, however, that the Pledgee shall not be required to make any
presentment, demand or protest, or give any notice and need not take any action
to preserve any rights against any prior party or any other person in connection
with the Obligations or with respect to the Collateral.
7.3 If the Pledgor's records are prepared or retained by a computer service
company or any accountant or accounting service, so long as any Obligations are
outstanding, Pledgor grants Pledgee the absolute and irrevocable right to
inspect such records, receive duplicate copies of all information furnished to
Pledgor and prepared by such company, accountant or accounting service, and
agrees to furnish such consents as may be necessary to effectuate the same.
Pledgor further agrees to promptly notify Pledgee of the name and address of
such company, accountant or accounting service and of any change in respect
thereof.
7.4 All the foregoing powers authorized herein, being coupled with an interest,
are irrevocable so long as any Obligations are outstanding.
- 6 -
8. Transfer, Voting, Dividends, Etc.
8.1 Notwithstanding any other provision hereof, so long as no Event of Default
(as defined herein) shall have occurred and be continuing:
(a) the Pledgor shall have the right, subject to the restrictions
hereinafter imposed, to vote all shares comprised in the
Collateral with the same force and effect as though they had
not been delivered to the Pledgee hereunder. If the Collateral
shall have been transferred into the name of the Pledgee or
its nominee or nominees, the Pledgee, on request of the
Pledgor shall execute and deliver or cause to be executed and
delivered to the Pledgor suitable proxies for voting powers in
favour of the nominee or nominees of the Pledgor for voting,
and otherwise facilitate the voting of any such Securities. On
the security hereby constituted becoming enforceable the
Pledgee may enforce the right to vote the shares comprised in
the Collateral in the same manner and to the same extent as if
it were the absolute owner thereof until the Pledgor shall
again be entitled under the provisions hereof to exercise the
right of voting in respect of the Collateral. The Pledgor
shall not use or vote or permit to be used or voted any of the
Collateral for any purpose contrary to the covenants of the
Pledgor herein contained or otherwise inconsistent with the
provisions or purposes hereof; and
(b) To the extent permitted in the Loan Agreement, the Pledgor
shall be entitled to receive and retain all dividends paid or
declared in respect of any Collateral (other than stock or
liquidating dividends) and all interest payments payable in
respect of the Collateral, and, from time to time, upon the
written request of the Pledgor, the Pledgee shall deliver to
the Pledgor suitable orders in favour of the Pledgor or its
nominee or nominees for the payment of such dividends, and the
Pledgee shall at once pay over to the pledgor any such
dividends which may have been received by it; provided,
however, that all shares or property representing the shares
or liquidating dividends or a distribution or return of
capital upon or in respect of the shares of stock constituting
Collateral or resulting from a split-up, revision or
reclassification of such Collateral or received in exchange
therefor, as a result of a merger, consolidation or otherwise,
shall be paid or transferred directly to Pledgee immediately
upon receipt thereof by Pledgor, and shall be retained by the
Pledgee as Collateral hereunder.
8.2 If any Event of Default (as defined herein) shall have occurred and while
the same is continuing:
- 7 -
(a) the Pledgee, or its nominee or nominees, shall, at its option
(after notice to the Pledgor of the Pledgee's intent to
exercise such rights), have the sole and exclusive right to
exercise all voting powers pertaining to the shares
constituting Collateral, and shall exercise such powers in
such manner as Pledgee may elect, and Pledgor hereby grants
Pledgee an irrevocable proxy, coupled with an interest to vote
such shares of stock; provided, however, that such proxy shall
terminate upon termination of Pledgee's security interest
therein; and
(b) All dividends and other distribution made upon or in respect
of shares of stock constituting Collateral and all interest
payments shall be paid directly to and shall be retained by
the Pledgee as Collateral hereunder.
9. Defaults and Remedies.
9.1 The occurrence of any of the following events or conditions (herein "EVENTS
OF DEFAULT") shall, at the option of the Pledgee and without notice to or demand
on the Pledgor, constitute an Event of Default hereunder:
(a) any Default, under and as defined in the Loan Agreement, shall
have occurred and be continuing; or
(b) any breach, violation or non-performance of any warranty,
covenant or undertaking on the Pledgor's part hereunder; or
(c) any breach, violation or non-performance of any warranty,
covenant or undertaking on the part of JRS under any other
agreement with the Pledgee.
9.2 Upon the occurrence of any Event of Default, the Pledgee may, at its option,
without notice to or demand on the Pledgor, declare all Obligations immediately
due and payable, and the Pledgee shall have the following rights and remedies,
all of which may be exercised with or without further notice to the Pledgor, at
the Pledgee's sole option and as the Pledgee in its sole discretion may deem
advisable:
(a) the Pledgee may enforce any and all security which it may hold
including the Collateral as it may in its sole discretion deem
fit; provided, however, that the Pledgee shall not be bound to
deal with the Collateral nor exercise any right or remedy
thereunder and shall not be liable for any loss which may be
occasioned by any failure to do so;
(b) to settle, compromise or release, on terms acceptable to the
Pledgee, in whole or in part, any amounts owing
- 8 -
on the Collateral, and to extend the time of payment, in the
Pledgee's name or in the name of Pledgor, in respect thereof;
(c) to apply to the satisfaction of all Obligations, or set-off or
collect the Collateral, notwithstanding any forfeiture of
interest or loss of other rights of Pledgor against any
obligor on the Collateral resulting from such action; and
(d) to sell or otherwise dispose of the Collateral, or any part
thereof, either at public or private sale, on any broker's
board or securities exchange, in lots or in bulk, for cash, on
credit or otherwise, with or without representations or
warranties, and upon such terms as shall be acceptable to the
Pledgee.
9.3 The net cash proceeds resulting from the collection, liquidation, sale, or
other disposition of the Collateral shall be applied first, to the expenses
(including all legal fees) of holding, storing, preparing for sale,e selling,
collecting, liquidating and the like, including any brokerage commissions and
transfer taxes, and then to the satisfaction of all Obligations secured hereby,
application as to any particular obligation or indebtedness or against principal
or interest to be in the Pledgee's absolute discretion.
10. Redemption and Stock Dividends. Unless the Pledgee consents in writing, the
Pledgor shall not be entitled to receive and the Pledgee shall not pay over to
the Pledgor the redemption price, exclusive of accrued dividends, of any
Collateral, nor any stock dividends on any Collateral nor such cash dividends on
any such Collateral as may become payable on or in the course of the
dissolution, liquidation or winding-up of any corporation and which shall be in
any way the proceeds of or chargeable to or payable out of capital. Any such
redemption price, stock dividends and cash dividends chargeable to or payable
out of capital received by the Pledgor shall forthwith be paid over or delivered
to the Pledgee without demand. If the Pledgee shall have permitted any such
Collateral to remain registered in the name of the Pledgor, the Pledgor
covenants to furnish to the Pledgee on demand suitable orders for the payment to
the Pledgee of any such redemption price or cash dividends which represent the
proceeds of or are chargeable to or payable out of capital or for the issue in
the name of the Pledgee or its nominee or nominees, and the delivery to the
Pledgee of any such stock dividends.
11. Protection of Securities. The Pledgee may, in its discretion, protect the
property which underlies or is charged or affected by any of the Collateral by
instituting or joining in judicial proceedings by the purchase at judicial sale
thereof, by joining in any reorganization of such property or of the
- 9 -
corporation owning the same, or in any other manner which the Pledgee may deem
expedient.
12. Duty of Pledgee. The Pledgee shall not be under any duty or obligation
whatsoever to collect any dividends, interest or other payments due or accruing
in respect of the Collateral or to take any action to preserve rights in
connection with any Collateral, including, without limitation, making or giving
any presentment, demands for performance, notices of non-performance, protests,
notices of protest or notices of dishonor in connection with any Collateral.
13. Cumulative Rights. The rights, powers and remedies of the Pledgee under this
Pledge Agreement shall be in addition to all rights, powers and remedies given
to the Pledgee under any statute or rule of law, this Pledge Agreement or any
other agreement, all of which rights, powers and remedies shall be cumulative
and may be exercised successively or concurrently.
14. Forbearance Not Waiver. Any forbearance, failure or delay by the Pledgee in
exercising any right, power or remedy shall not preclude the further exercise
thereof, and every right, power or remedy of the Pledgee shall continue in full
force and effect until such right, power or remedy is specifically waived in a
writing executed by the Pledgee. The Pledgor waives any right to require the
Pledgee to proceed against any person or to exhaust any Collateral or to pursue
any remedy in the Pledgee's power prior to pursuing the Pledgor in respect of
the Obligations.
15. Setoff. The Pledgor agrees that the Pledgee may exercise its rights of
setoff with respect to the Obligations in the same manner as if the Obligations
were unsecured.
16. Substituted Collateral; Additional Collateral. The Pledgor may substitute
Collateral under this Pledge Agreement provided that any Collateral proposed for
substitution is satisfactory to the Pledgee in the Pledgee's sole discretion. As
of the date of delivery of any Collateral approved for substitution by the
Pledgee pursuant to this Section 16 or otherwise approved as additional security
pursuant to this Pledge Agreement, the Pledgor represents and warrants to the
Pledgee that (1) the Pledgor will own such shares, certificates and instruments
free and clear of any right of any other person or entity, and (2) the Pledgor
will have good and marketable title to the shares, certificates and instruments
and have the right to pledge such shares, certificates or instruments pursuant
to this Pledge Agreement. By delivery of such substituted or additional
Collateral, the Pledgor shall have represented and warranted that the Pledgee
has a valid, perfected, first priority security interest in such shares,
certificates and instruments and the proceeds thereof free and clear of all
liens, claims and rights of third parties whatsoever. All documentary, stamp or
other taxes or fees owing in connection with the issuance, transfer
- 10 -
and/or pledge of the Collateral or any substituted or additional Collateral have
been paid and will hereafter be paid by the Pledgor as such become due and
payable.
17. Records. The records of the Pledgee as to payment of the Indebtedness being
in default or of any demand for payment having been made shall be prima facie
evidence of such default or demand.
18. Application of Payments. Payments made in respect of the Indebtedness or the
Liability to the Pledgee from time to time and the moneys realized from any
securities held therefor (including moneys realized from the enforcement of any
of the Collateral) may be applied on such part or parts of the Indebtedness and
Liability or either of them as the Pledgee may see fit, and the Pledgee shall at
all times and from time to time have the right to change and appropriation of
any moneys received by it and re-apply the same on any part or parts of the
Indebtedness and Liability or either of them as the Pledgee may see fit,
notwithstanding any previous application by whomsoever made, and the Pledgee may
grant extensions, take and give up securities, accept compositions, grant
releases and discharges and otherwise make arrangements and deal with the
Pledgor and with others as the Pledgee may see fit without prejudice to the
liability of the Pledgor to the Pledgee, the Pledgee's claim for any deficiency
or the Pledgee's right to hold, deal with and realize on the security of the
Collateral.
19. Return; Acquittance. The Pledgee may at any time deliver any Collateral to
the Pledgor and the receipt thereof by the Pledgor shall be a complete and full
acquittance in respect of the Collateral so delivered, and the Pledgee shall
thereafter be discharged from any liability or responsibility therefor.
20. Delivery of Copy/Waiver. The Pledgor hereby acknowledges receiving a copy of
this Security Agreement (Securities). The Pledgor waives all rights to receive
from the Pledgee a copy of any financing statement or financing change statement
registered or verification statement issued at any time in respect of this
Security Agreement (Securities).
21. Indemnification. The Pledgor agrees to pay, and on demand to indemnify and
hold harmless, the Pledgee, its successors, assigns and agents, from and against
any and all claims, damages, losses, liabilities, demands, suits, judgments,
causes of action and all legal proceedings, whether civil or criminal,
penalties, fines and other sanctions, and any costs and expenses incurred in
connection therewith, including legal fees, which may result from, relate to or
arise out of this Pledge Agreement or any Collateral, including the ownership,
purchase, delivery, acceptance or rejection, use, possession or disposition of
any item of Collateral, but not including any claims arising out of the gross
negligence or willful misconduct of the Pledgee or its agents.
- 11 -
22. Expenses. The Pledgor will reimburse the Pledgee for all out-of-pocket
expenses incurred by the Pledgee arising out of the enforcement of this Pledge
Agreement, including without limitation, legal fees and costs whether or not
suit is filed.
23. Entire Agreement/Amendment. This Pledge Agreement contains the entire
agreement between the parties hereto with respect to the Collateral. Any
amendment of this Pledge Agreement shall not be binding unless in writing and
signed by the Pledgor and the Pledgee. The Pledgor confirms that there are no
representation, warranties, covenants or acknowledgments affecting, or relied
upon in entering this Pledge Agreement.
24. Notice. Any written notice, consent or other communication provided for in
this Pledge Agreement shall be delivered or sent by first-class mail, with
postage prepaid, to the party to be notified, to the mailing address specified
in the introductory section hereof. Such addresses may be changed by written
notice as provided herein.
25. Severability. Any provision of this Pledge Agreement prohibited by law or
otherwise ineffective shall be ineffective only to the extent of such
prohibition or ineffectiveness and shall be severable without invalidating or
otherwise affecting the remaining provisions hereof.
26. References. As used herein, terms in the singular include the plural. The
captions or titles of the sections of this Pledge Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.
27. Applicable Law. This Pledge Agreement shall be construed and enforceable
under and in accordance with the laws of Alberta.
28. Binding Upon Successors. All rights of the Pledgee under this Pledge
Agreement shall inure to the benefit of its successors and assigns, and all
obligations of the Pledgor shall bind the representatives, and successors and
assigns of the Pledgor.
IN WITNESS WHEREOF, XXX XX EQUITIES LTD., has executed this
Security Agreement (Securities) by its duly authorized signatory under its
common seal on November 17, 1997.
XXX XX EQUITIES LTD.
C/S
By:/s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
- 12 -
SCHEDULE
LIST OF SHARE CERTIFICATES
27 CLASS A SHARES OF JRS EXPLORATION COMPANY LIMITED
27 CLASS B SHARES OF JRS EXPLORATION COMPANY LIMITED
- 13 -
