Exhibit 4.4
Agreement dated October 28, 1999 between the Company
and certain warrant holders of the Company
AMENDMENT AGREEMENT
Dated for reference October 28, 1999.
BETWEEN:
SIDEWARE SYSTEMS INC.
(formerly Evergreen International Technology Inc.)
(the "Company")
AND:
THOSE WARRANTHOLDERS SET OUT IN SCHEDULE "A" HERETO
(the "Warrantholders")
WHEREAS:
A. The Warrantholders hold 3,075,400 outstanding share purchase
warrants (the "Warrants") issued by the Company on or about November 8, 1996.
B. Under the terms of the Warrants as originally issued, the Warrants
would expire November 8, 1998.
C. The Company requested approval from the Vancouver Stock Exchange
(the "Exchange") to extend the term of the Warrants to April 16, 1999, but
the Exchange approved an extension to November 27, 1998 only.
D. By Amendment Agreement dated November 23, 1998, the Company and the
Warrantholders agreed to extend the term of the warrants to April 16, 1998
subject to the Company either obtaining Exchange approval, or to a change in
the Company's regulatory status such that Exchange approval was not required.
E. The conditions to the extension of the term of the warrants to
April 16, 1999, as set out in the Amendment Agreement dated for reference
November 23, 1998, were not satisfied.
F. By further Amendment Agreement dated for reference April 14, 1999,
the Company and the Warrantholders agreed to further extend the term of the
Warrants to October 31, 1999.
G. The conditions to the extension of the term of the warrants to
October 31, 1999, as set out in the Amendment Agreement dated for reference
April 14, 1999, were not fulfilled.
H. The Company wishes to further extend the term of the Warrants to
April 30, 2000.
NOW THEREFORE the Company and the Warrantholders agree as follows.
2
CONDITIONAL FURTHER EXTENSION TO APRIL 30, 2000
1. Subject to the conditions set out in section 2, the Warrants are
hereby further amended to extend the term of the Warrants to 4:00 p.m. on
April 30, 2000. The exercise price for the period from October 31, 1999 up
to April 30, 1999 shall be $0.77.
CONDITIONS OF FURTHER EXTENSION
2. The further extension provided in section 1 is subject to the
condition that the Company shall have obtained such regulatory approvals as
it is required to obtain. Without limiting the generality of the foregoing,
the further extension provided in section 1 is subject to conditions that:
(a) the Company obtain approval from the Exchange (or, though appeal, from the
British Columbia Securities Commission) to the further extension; or
(b) the regulatory status of the Company change, so that the Company is not
subject to any regulatory requirement to obtain Exchange approval to the
further extension.
No Underlying Warrant may be exercised until such time as the conditions set out
in this section have been satisfied.
MANNER OF EXECUTION
3. This Agreement may be executed in counterpart of by facsimile, and
such counterpart and facsimile documents shall be taken and read together to
form a single binding agreement.
SIDEWARE SYSTEMS INC.
per:
"signed"
---------------------------
Authorized Signatory
"signed" "signed"
--------------------------- ---------------------------
Alder Enterprises Ltd. Xxxxxx Xxxxxxxx - RRSP
"signed" "signed"
--------------------------- ---------------------------
Clive Forth - RRSP Golden Capital Securities Ltd.
"signed" "signed"
--------------------------- ---------------------------
Xxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxx
3
"signed"
--------------------------- ---------------------------
Xxxx Xxxxx Xxxx Xxxxxxx - RRSP
"signed"
--------------------------- ---------------------------
Xxxxxx Xxxx Xxxxx Xxxxxxx
--------------------------- ---------------------------
Xxx Xxxxxxxxx Xxxxx Xxxxxxxxx
--------------------------- ---------------------------
Xxxx Xxx Xxxxxxx Xxxx
"signed"
--------------------------- ---------------------------
Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxx
--------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxx Xxxx Xxxx
"signed"
--------------------------- ---------------------------
Xxxx Xxxxxxx
SCHEDULE "A"
Warrantholder No. of Warrants Outstanding
------------- ---------------------------
Alder Enterprises Ltd. 220,000
Xxxxxx Xxxxxxxx - RRSP 268,000
Xxxxxxx & Xxxxx Development Company Inc. 110,000
Xxxxxxx Realty Ltd. 110,000
Xxxxx Xxxxxx 22,000
Xxxxxx X. Xxxxxxxx 440,000
TimChan - RRSP 13,200
Xxxxx Xxxxxx 11,600
Clive Forth - RRSP 55,000
Golden Capital Securities Ltd. 60,000
Xxxx Xxxxxxxxxx 110,000
Xxxxxxx X. Xxxxxx 8,800
Xxxx Xxxxx 440,000
Xxxx Xxxxxxx - RRSP 88,000
Xxxxxx Xxxx 154,000
Xxxxx Xxxxxxx 44,000
Xxx Xxxxxxxxx 11,000
Xxxxx Xxxxxxxxx 154,000
Xxxx Xxx 10,400
Xxxxxxx Xxxx 6,000
Xxxxxxx Xxxxx 275,000
Xxxxx Xxxxxxxxxx 372,000
Xxxxxxx X. Xxxxxxxx 22,000
Xxxx Xxxx 44,000
Xxxx Xxxxxxx 26,400
