THIS SURPLUS SECURITY ESCROW AGREEMENT made as of this 20th day of March 2002
made
as
of this
20th
day
of
March
2002
BETWEEN:
EVENTS
INTERNATIONAL HOLDING CORPORATION
corporation
incorporated
under
the
federal
laws of Canada
OF THE
FIRST
PART;
(the
"Issuer")
-and-
EQUITY
TRANSFER SERVICES INC.
a
corporation incorporated
under
the
laws of the province of Ontario
(the
"Escrow Agent")
OF THE SECOND
PART;
-
and
-
THE
PERSONS WHOSE NAMES ARE SET OTJT
IN
THE FIRST COLUMN OF
SCHEDULE
"A" ANNEXED HERETO
(collectively,
the "Parties")
OF
THE THIRD PART;
WHEREAS
the
Issuer
is
Tier 2 Issuer
as
defined
in Policy
2.1 - Minimum Listing Requirements
of
the
Canadian
Venture Exchange Inc.
(the
"Exchange');
AND
WHEREAS the
Security Holders
are
required to
deposit
in escrow with the Escrow Agent
certain securities of the Issuer, to be held in accordance with
Policy 5.4
-
Escrow
and Vendor Consideration
(the
"Exchange
Policy")
of
the
Exchange;
AND WHEREAS
the
Escrow
Agent
has
agreed
to
hold
such securities in accordance with
the
terms
of this Agreement;
NOW
THEREFORE, in
consideration of
the
mutual
covenants contained
herein
and other good
and
valuable oonsderation (the receipt and sufficiency of which is acknowledged),
the Parties agree
as
follows:
ARTICLE
1. INTERPRETATION
In
this
Agreement:
| (a) |
"Acknowledgement"
means an acknowledgement and agreement
to
be bound
in the form prescribed
by Form 5E of the Exchange;
|
1
| (b) |
"Additional
Securities" means
securities (including
a
right to acquire
securities)
that a Security
Holder acquires
after the date upon
which
the Security Holder executes this Agreement
or
an Acknowledgement
that are
|
| (i) |
securities
of the
Issuer
acquired:
|
| (A) |
as
a
dividend
or
other, distribution
on
Securities;
|
| (B) | upon the exercise of a right of purchase, conversion or exchange attaching to Securities; or |
| (C) | upon a subdivision or compulsory conversion or exchange of Securities; or |
| (ii) |
New
Securities of
a Successor Issuer acquired by
a
Security Holder which are subject to escrow in accordance with this
Agreement;;
|
| (c) |
"Combination"
means a bona
fide
formal take-over
bid,
plan
of
arrangement,
amalgamation,
merger
or similar t ansacdon;
|
| (d) |
"Exchange
Notice" means, as applicable,
the
notice issued by
the Exchange
announcing an Initial
Listing, the notice
issued
by the Exchan a announcing
completion
of a New
Listing
(other than
an
Initial Listing) and
coning Exchange
Acceptance or,
in
the case of securities
which
are
escrowed
other
than
in
accordance
with
an Initial
Listing
or
New
Listing, the notice issued
by
the
Exchange
following final
Exchange
Acceptance
of the transaction;
|
| (e) |
"Exchange
Requirements" has the
meaning
set
out
in Policy 1.1 -- Interpretation of the Exchange;
|
| (f) |
"Issuer's
Certificate" means a certificate signed by a duly authorized director
or
officer of
the
Issuer, such authorization being
evidenced
by
a resolution of
the board
of
directors attached
to
such certificate;
|
| (g) |
"New
Securities"
means
Options (as
defined in
Policy 5.4) and equity
securities
of an issuer that carry
a
residual right to participate
in
the earnings of the issuer and,
upon
the
liquidation
or
winding up of the issuer, is its assets,
where such
securities are issued to
a
Security
Holder
in
connection with a Combination;
|
| (h) |
"Securities"
means, in
relation to a Security Holder, those securities of the Security
Holder, including
Additional Securities,
that are held in escrow by
the
Escrow
Agent
pursuant to this
erd;
|
| (i) |
"Security
Holder" means
a holder of securities of
the Issuer who executes
this Agreement or an
Acknowledgement;
|
| (j) |
"Surplus
Securities" has the meaning
set out
in
the
Exchange Policy;
|
| (k) |
"Successor
Issuer',
with
respect to
an Issuer, means an issuer that issues securities to a Security
Holder
in
connection with
a Combination
involving
the
first Issuer,
and
|
| (l ) |
"Value
Securities" has
the
meaning
set
out
in
the
Exchange
Policy.
|
2
ARTICLE
2. DEPOSIT
OF SECURITIES IN
ESCROW
|
2.1
|
Each
Security Holder hereby deposits with the Escrow Agent, to be held
in
escrow under this
Agreement, the Securities described in Schedule A,
and agrees to
deliver
to
the
Escrow Agent
forthwith any certificates evidencing such
Securities.
|
| 2.2 |
Each
Security Holder shall deposit in escrow with the Escrow Agent all
Additional Securities and
shall
deliver to the Escrow Agent forthwith
upon receipt thereof
any certificates
evidencing Additional
Securities and any replacement certificates which may at
any time be issued for any Securities
held in
escrow.
|
ARTICLE
3. DIRECTION
TO ESCROW AGENT
The
Issuer and each Security Holder direct the Escrow Agent to retain the Securities
in escrow and
the
Escrow Agent agrees to retain the Securities!
in
escrow
until the Securities are released from escrow pursuant to the terms of this
Agreement
ARTICLE
4. RESTRICTIONS
ON DEALING WITH SECURITIES
| 4.1 |
Dealings
with Securities in Escrow
Securities
may only be dealt
with as
specifically allowed by this Agreement No
Securities and
no interest in
control
or direction over or certificate evidencing Securities shall
directly
or
indirectly be Bold, assigned,'aasferred, redeemed, surrendered for
consideration, mortgaged,
hypothecated, charged, pledged, or encumbered or otherwise dealt
with in
any
manner except as provided in this
Agreement
|
| 4.2 |
Indirect
Dealings with Securities in Escrow
Except
with the prior written
consent of the
Exchange, a Security Holder that is not an individual shall not issue
securities of its own issue or effect or permit a transfer of ownership
of securities of its own issue that would have the effect of changing
the
beneficial ownership of, or control
or direction
over, Securities.
|
ARTICLE
5. VOTING
OF
SECURITIES IN ESCROW
Subject
to any restrictions
found is this Agreement, a Security Holder may exercise voting rights
attaching
to
Securities.
No Security Holder, while
his,
her
or its Securities are held in escrow, shall vote any
securities
(whether
in escrow or
not)
in
support of one or more arrangements
that would result in
the
repayment
of capital
being
made
on
the
Securities prior
to
a
winding
up of
the
Issuer.
ARTICLE
6. DIVIDENDS
AND DISTRIBUTIONS ON SECURITIES IN ESCROW
| 6.1 |
Subject
to any specific restrictions found in this Agreement, the escrow
of
Securities will not impair any right of a Security Folder to receive
a
dividend or other distribution on Securities
or to elect the form and manner in which the dividend or other
distribution on
Securities is paid.
|
| 6.2 |
Subject
to subsection 6.3, if. during the period in which any of the Securities
are retained in escrow
pursuant to this Agreement, any dividend or other distribution, other
than
one paid in securities
of the Issuer, is received by the Escrow Agent in respect of Securities,
the Escrow Agent
shall forthwith transfer such dividend or distribution to the Security
Holder entitled thereto.
|
3
| 6.3 |
Additional
Securities
distributed on Securities shall be subject to the same terms and
conditions
under this
Agreement as the
Securities on
which
the distribution
was
made. Additional
Securities distributed
on Securities,
if received
by
the
Escrow
Agent, shall be retained
in
escrow. Additional
Securities
distributed
on Securities,
if received by the. Security
Holder,
shall
be deposited in escrow in accordance
with
section 2_ All such
Additional Securities
shall be
held
in
and released from
escrow
on
the same
terms
and
conditions
as
apply to
the Securities
on which
the distribution
was
paid
|
ARTICLE
7. EXERCISE
OF OTHER RIGHTS ATTACHING TO SECURITIES
Subject
to any
specific
restrictions found in this Agreement, the escrow of Securities will not
impair any
right
of
a
Security Holder
to
exercise
a right attaching
to
a
Security that entitles the Security Holder
to
purchase
or otherwise
acquire another
security or to exchange or convert a Security into another
security.
ARTICLE
8. PERMITTED
TRANSFERS WITHIN ESCROW
| 8.1 |
Transfers
to Directors and
Senior
Officers
Securities
may be transferred
within
escrow by a Security
Holder to
an
individual who is
a current
director or senior officer of the Issuer or of a material operating
subsidiary of the Issuer, provided
that:
|
| (a) |
the
Security
Holder
provides written notice
to the Exchange of the intent
to transfer as
at a specified date, such notice being provided
at
least 10 business days and not more than
30 business
days prior
to
the proposed
transfer
and the Exchange
does not
provide notice
of
its
objection
to the
Escrow Agent prior
to
10:00 a.m. (Vancouver tune) or
11:00 (Calgary
time) on such specified date;
and
|
| (a) |
the
Escrow Agent fast receives:
|
| (i) |
as
Issuer's
Certificate
stating that the transfer is to a director
or
senior
officer
of the Issuer or
of a material operating
subsidiary
of
the
Issuer in accordance
with
the
terms
of this Agreement and the Exchange
Policy,
|
| (ii) | a transfer power of attorney, duly executed by the transferor, and |
| (iii) | an Acknowledgement signed by the transferee or an amended Agreement reflecting the transfer |
| 8.2 |
Transfer
Upon Bankruptcy
In the
event of bankruptcy
of
a Security
Holder, the
Securities of the Security Holder may be transferred
within
escrow to the trustee in bankuptcy
or other person legally entitled to
such Securities, provided
that:
|
| (a) |
the
Security Holder provides written notice
to
the Exchange of the intent to transfer
as
at a specified date, such notice being
provided at
least 10 business days
and not
more
than
30 business
days
prior to the proposed transfer and the
Exchange
does not
provide notice
of its objection to
the Escrow Agent prior to
10:00 am.
(Vancouver
time) or 11:00
am. (Calgary
time) on
such specified date;
and
|
4
| (b) |
the
Escrow Agent fast
receives:
|
| (i) |
a
certified copy of either:
|
| (A) |
the
assignment in bankuptcy of the Security Holder filed with the Superintendent
of
Bankruptcy; or
|
| (B) | the receiving order adjudging the Security Holder Bankruptcy; |
| (ii) |
a
certified copy of a certificate of appointment of the trustee
in bankruptcy
a
transfer power of attorney, duly executed by the transferor;
and
|
| (iii) |
an Acknowledgement
signed by
the
trustee in bankruptcy
or other person legally
entitled to the Securities or an amended Agreement reflecting the
transfer.
|
| 83 |
Transfer
to
Certain Plans
Securities
may
be
transferred within escrow
by
a Security Holder to
a registered
retirement
savings
plan ("RRSP") or registered retirement income fund ("BRIE') or
subsequently between RRSPS or from an RRSP to an RR1F, provided
that:
|
| (a) |
the Security Holder
provides
written
notice to the
Exchange
of
the intent
to transfer as at a specified date, such notice being
provided
at
least
10
business days and
not
more than
30 business
days prior to the proposed
transfer
and
the Exchange
does not provide
notice
of its
objection
to the Escrow Agent prior to 10:00 a.m. (Vancouver
time)
or 11:00 sin. (Calgary time) on such specified date;
and
|
| (b) |
the
Escrow Agent first receives:
|
| (i) |
evidence
from the trustee of
the RRSP or
RRIF, as
applicable, stating
that, to the best of the trustee's
knowledge,
the
Security Holder
is,
during
the Security
Holder's
litetlme,
the
sole beneficiary of the
RRSP
or RRIF;
|
| (ii) | a transfer power of attorney, duly executed by the transferor; axed |
| (iii) | an Acknowledgement signed by the trustee of the RRSP or RRIF, as applicable, or an amended Agreement reflecting the transfer. |
| 8.4 |
Discretionary
Applications
|
The
Exchange may
consent
to
the
transfer within escrow of
Securities
in such
other
circumstances
and
as
such
terms
and
conditions
as it
all
determine in its sole discretion. Securities may be transferred within escrow
provided
that
the
Escrow Agent receives written notice from the Exchange.
| 8.5 |
Effect
of Transfer Within
Escrow
|
Upon
completion of
a
transfer of Securities pursuant to this section 8,
the
transferee
will be a
Security Holder and the
Securities
transferred will remain in escrow,
to be held
in
and
released
from
escrow on
the
same terms and
conditions as
were
applicable prior
to the
transfer,
5
ARTICLE
9. RELEASE
OF SECURITIES AND SECURITIES
CERTIFICATES
| 9.1 |
Release
Schedule
|
Subject
to sections 10, 1 I and
12,
Securities
will
be
released
from escrow under this Agreement
as set out
in
Schedule B.
| 9.2 |
Delivery
of Certificates to Security Holder
|
If
a
Security Holder wishes to receive a certificate evidencing Securities
released
or
to be
released
from escrow
on
a
release
date set
out
in
Schedule B(1), B(2), B(3) or
B(4),
as applicable,
the
Security Holder will provide
written to
notice
the
scrow
Agent to that effect. If
the
Escrow Agent receives
notice
from
a
Security Holder that the
Security Holder
wishes to
receive certificates for released Securities, the Escrow Agent will, as soon
as
reasonably practicable
after the applicable release date or after receipt by the Escrow Agent of the
notice
from the
Security Holder, whichever is later, deliver to or at the direction of the
Security Holder, certificates
evidencing
flee
Securities released from escrow
an
the applicable release
date.
| 9.3 |
Replacement
Securities
|
Where a
Security Holder
has, in
accordance with
section 92, provided
notice
to
the Escrow Agent
that
the
Security
polder
wishes to receive a certificate
evidencing Securities released
or
to be
released from escrow, and 'whelre
the relevant certificate held
by
the
Escrow Agent evidences
a combination
of
Securities released
from escrow on the applicable release date and
Securities that
are
to remain in escrow, the
Escrow Agent, as
soon
as
reasonably
practicable
after the
applicable
release
date
or after
receipt by the Escrow Agent of
the
notice from
the
Security Holder,
whichever
is later, shall deliver such certificates to the
Issuer or its transfer
agent, together
with
a
request
that separate replacement
certificates be
prepared and delivered
to the Escrow Agent. Where certificates
evidencing Securities
are delivered to the Issuer
in
accordance
with
the
foregoing, the Issuer, as soon as reasonably ticable, shall cause
separate replacement certif cafes
to
be prepared
and delivered to the
Escrow Agent. As soon
as
reasonably
practicable after
the
receipt by the Escrow Agent of the replacement certificates,
the
Escrow Agent shall deliver, to or at the direction of the Security Holder,
all
replacement certificates
evidencing
Securities
released from escrow on the applicable
release
date.
| 9.4 |
Exchange
Discretion to Terminate
|
If
the
Escrow
Agent receives a request
from
the
Exchange to halt or terminate
the
release of Securities
from escrow, then the Escrow Agent shall comply with
thatrequest,
and shall not release
any Securities from
escrow
unless and
until
the
written
consent of the Exchange is received
| 9.5 |
Discretionary
Applications
|
The
Exchange may consent to the release from escrow of Securities in such other
circumstances
and
on
such
terns and conditions as
it
shall determine in its sole discretion. Securities
may be released from escrow provided
that
the
Escrow Agent
receives written notice
from the
Exchange.
6
ARTICLE
10- RELEASE
UPON DEATH
Upon
the
death of
a
Security Holder, the Securities of that Security Holder shall be released from
escrow
and the
Escrow Agent
shall deliver all certificates evidencing
such
Securities to the legal LGesentative
of the deceased
Security
Holder,
provided
that:
| (a) |
the
legal representative of the deceased Security Holder provides
written
notice to the Exchange of the intent to release the Securities as
at a
specified date, such notice being provided at least 10 business days
and
not more than 30 business days prior to the proposed release
and the Exchange does not provide notice of its
objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or
11:00 am (Calgary time) on such specified date;
and
|
| (b) |
the
escrow Agent Est receives:
|
| (i) |
a
certified Copy
of
the death certificate; and
|
| (ii) |
such
evidence
of
the legal representa'tive's
status
that the Escrow Agent
may reasonably
require..
|
ARTICLE 11 TAKE-OVER
BID OR OTHER TRANSACTION
11.1
Deliveries to Escrow Agent
A
Security Holder who wishes to tender Securities (the
"Tendered
Securities") to a bona
fide
famtal
take-over bid, plan of arrangement,
amalgamation, merger
or similar
transaction
(a
'Transaction') shall deliver m the Escrow Agent;
| (a) |
a
written direction signed by the Security Holder (a "Direction')
that
directs the
Escrow Agent
to
deliver
to a
specked
person (the "Depository")
either.
|
| (i) |
certificates
evidencing the Tendered Securities;
or
|
| (ii) |
where
the Security Holder has
provided the
Escrow Agent
with a
notice of
guaranteed
delivery
or similar
notice of
the Security Holder's intent to
tender flee
Tendered Securities to the
Transactio , that notice;
|
| (b) |
a
letter oftrartsmittal or similar
document
|
| (c) |
where
required, transfer power of attorney duly executed by the
transferor;
|
| (d) |
the
written
consent
of
the Exchange;
|
| (e) |
any
other
documentation
required
to
be
delivered
to
the
Depository
under the
terms of the Transaction; and
|
| (f) |
such
other information concerning or
evidence
of the Transaction that the Escrow Agent may reasonably
require.
|
11.2
Deliveries to Depository
Forthwith
after its receipt of the information and documentation specified in subsection
11.1,
the
Escrow
Agent shall
deliver
to
the
Depository,
in accordance with
the
Direction, the documentation
specified or
provided
under clause 11.1(a), together
with a letter addressed to fhe
Depository that:
7
| (a) |
identifies
the
Tendered Securities;
|
| (b) | states that the Tendered Securities are held is escrow; |
| (c) | states that the Tendered Securities are delivered only for the purposes of the Transaction and that the Tendered Secuocidee will be released from escrow only upon receipt by the Escrow Agent 'of the information acid documentation described in subsection 11.3; |
| (d) | where certificates far Securities have been delivered to the Depository, requires the Depository tv return to the Escrow Agent, as soon ,as practicable, the certificates evidencing Securities that are not releasable from escrow as described in clause (c) above; and |
| (e) | where applicable, requires the Depository to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, certificates representing Additional Securities acquired by the Security Holder under the Transaction. |
11.3
Release of Securities
Tendered
Securities shall be released from escrow under
this
section provided
that:
| (a) |
the Issuer
or Security
Holder
provides written
notice
to the
Exchange of
the intent to release
than Tendered $counties as at a specified date, such no'tiee being
provided
at least
10 business days and not more than
30
business
days prior to the proposed
release
and the Exchange does not provide notice of its objection to the
Escrow Agent
prior to 10:00 am. (Vancouver time) or 11:00 am. (Calgary time) on
such specified
date;
|
| (b) | the Escrow Agent first receives a declaration signed by the Depository or, if the Direction iderstifies t e Depository as acting on behalf of another person in respect of the Transaction, by that other person, stating that: |
| (i) |
the
terms and
conditions
of the Transaction have
been met; and
|
| (ii) |
the
Tendered
Securities
have
either
been taken
up
and
paid
for
or
are
subject to
an unconditional obligation to be taken up and paid for under the
Transaction.
|
11.4
Exchange of Securities
The
Escrow At shall
hold any Additional Securities acquired
by
a Security
Holder under
a
Transaction
in
escrow
on
the
same
terms and
conditions as
applied
to
the
Securities for which they were exchanged or substituted, or for which they
constituted consideration-
ARTICLE
12. EARLY
RELEASE / CONDITIONS OF RELEASE
The
provisions of Schedule "B" are incorporated into and form part of this
Agreement.
8
ARTICLE
13. ESCROW
AGENT HAS NO RESPONSIBILITY AFTER RELEASE
The
Escrow Agent shall
have
no further
respor sibility for Securities tE~at have
been
delivered to or at
the
direction
of the Security Holder in
accordance
with
the
terms of this Agreement.
ARTICLE
14. RELEASE
UNDER TAKING NOT TO XXX, AND INDEMNITY
14.1
In
this
section,
| (a) |
"Act
or O~issiop" meats any good-faith act of ,omission
that
is
in any way connected
with this Agreement, and includes;
|
| (i) |
the
performance, and non
performance,
of duties under
this Agreement;
|
| (ii) |
the
exercise of discretion, and. failure to exercise discretion,
in
connection
this Agreement;
|
| (iii) |
the
interpretation of this Agreement, or of any law, policy
(including
the Exchange Policy), rule regulation or
order,
and
|
| (iv) |
the
enforcement
of and
failure to
enforce,
this Agreement.
|
| (b) |
'Escrow
Agent includes the directors, officers, employees, assigns and
insurers of
the Esrcow Agent, and
|
| (c) |
"Exchange"
includes the directors, governors,
officers,
employees, assigns and insurers
of
the Exchange.
|
14.2
The Security Holders and the Issuer, jointly
and
severally:
| (a) |
release, indernnify and save harmless the Escrow Agent
from all
costs (including legal
costs), charges, claims, demands, damages, losses and expanses
incurred by the Escrow
Agent resulting from the Escrow Agent's performance, in good faith,
of its
duties under
this
Agreement;,
|
|
(c)
|
agree not
to
make or bring a claim
or
demand,
or commence any action, against
the Escrow
Agent
in
respect
of
its
performance
in
good
faith
of
its
duties under
this
Agreement;
and
|
|
(a)
|
agree
to indemnify and save harmless the Escrow Agent from all costs (including
legal
costs) and damages that the Escrow Agent incurs or is required
by law to pay as a result of any person's claim, demands
or
action in connection with the
Escrow
|
14.3
Agent's good faith performance of the Escrow Agent's duties under this
Agreement.
The
Security Holders and the Issuer, jointly and severally:
| (a) |
release,
indemnify and save harmless the charges from all costs including
legal
costs), charges, claims, demands, damages, losses and expenses
incurred by
the Exchange;
|
| (b) |
agree
not to make or bring a claim ar demand, or commence any action,
against
the Exchange; and
|
9
| (c) |
agree
to indemnify
and save harmless the Exchange from all costs (inciuc ing
legal costs)
and damages that the Exchange incurs or is required by law to pay
as a.result of
any person's claim, demmand, oa
action,
|
arising
from
any
and every Act or Omission committed or omitted by the Exchange, even
if said
Act
or
Omission was
grossly
negligent, or constituted a fundamental breach of the terms of this Ag cement
or
any other agreement
ARTICLE
15. RESPONSIBILITY
FOR FURNISHING INFORMATION
The
Escrow Agent shall
bear
no responsibility
for seeking, obtaining, compiling, preparing
or
determining the
accuracy
of,
any
information
or
document that must
be
received
by
the
Escrow Agent as
a
condition under
this
Agreement to
a
release
of Securities from escrow or
a
transfer
of Securities
within escrow. The
Exchange
shall
bear
no
responsibility for
seeking,
obtaining,
compiling, preparing or determining
the
accuracy
of,
any
information
or document that
must
be or is
received
by the Exchange as a condition under this Agreement or any Exchange Requirement
to
a
release
of Securities from escrow or a transfer of Securities within
escrow.
ARTICLE
16. RESIGNATION
OR TERMINATION OF ESCROW AGENT
16.1
The
Escrow Agent
may
resign
by
providing
written
notice of resignation to
the
hewer.
16.2
The Issuer
may terminate
the
services
of the
Escrow
Agent under
this
Agreement by providing written notice of t
inatiion to
the
Parties.
16.3
The resignation
or termination of
the
escrow Agent shall
be effective,
and the Escrow
Agent
shall
cease
to
be
bound
by this
Agreement:
| (a) |
60
days after the date of receipt by the Escrow Agent or Issuer, as
applicable, of a notice referred to in subsections 162 or 16.3;
or
|
| (b) |
upon
such date as maybe mmutually agreed to by the Escrow Agent and
the Ensues,
provided that the resignation or tenetion date must not be less than
10 business days before a release date set forth in subsection
9.1.
|
16.4
If the Escrow Agent resigns or is terminated, the Issuer shall be responsible
for ensuring that the Escrow Agent is replaced not later than the resignation
or
temination data.
16.5
The Issuer's appointment of a replacement escrow agent shall be binding on
the Issuer and the
Security Holders.
ARTICLE
17. NOTICES
17.1
Documents delivered to a Party's Address for Notice shall be considered to
have
been received;
| (a) |
on
the next business day following the date of transmission, if delivered
by
telecopicr,
|
| (b) |
on
the date of physical delivery, if delivered
by
hand or by prepaid courier; or
|
10
| (c) |
five
business
days after the
date of mailing, if delivered
by mall.
|
17.2
The
Address for Notice
| (a) |
of
the Escrow Agent is:
|
|
000
Xxxxxxxx Xxxxxx
Xxxx,
Xxxxx
000
Xxxxxxx,
Xxxxxxx X0X0X0
Tel.:
416361.0930
Fax:
000.000.0000
|
||
| Attention: Xxxxx Xxxxxxxxx | ||
| (b) |
of
the Issuer is:
|
| 759 Syiare Victoria,, Xxxxx 000 | ||
| Xxxxxxxx, Xxxxxx X0X 0X0 | ||
|
Tel.: 000.000.0000
Fax:
514288.0588
|
||
| Attention: Xxxxxx Xxxxxxxx |
| (c) |
of
a
Security Holder is
the applicable Address for Notice noted
in Schedule
"A".
|
17.3
The
Issuer and the Escrow Agent
may
change
their
respective
Addresses for
Notice by delivering written notice
tv
all
other
Parties of such
change.
17.4
A
Security Holder may change
his
or
her Address for Notice, and Schedule
A shall be deemed
to
have
been
amended accordingly, by delivering
written notice of such change
to
tine
Issuer and to the Escrow Agent.
17.5
A change
in a
Peerty's Address
for Notice
shall not be effective
with respect to
another
Party
until
that other Party
has
received written
notice
of
the
Change.
17.6
A
Party shall not
effect a delivery by
mail
if the Party is aware of an actual
or
impending disnrption
of
postal
service.
ARTICLE
18. ENFORCEMENT
BY THIRTD PARTIES
The
Issuer enters this Agreement both
on
its own behalf
and as
trustee for the Exchange and
the
security
holders of the Issuer, and
this
Agreement may be enforced by either the Exchange, or the
security holders of the Issuer, or both.
ARTICLE
19.
TIME
Time
is
of the
essence
of this Agreement.
11
ARTICLE
20. GOVERNING
LAW
This
Agreement shall
be
construed in accordance with and governed
by
the laws of the Province
of Alberta and the laws of Canada applicable
therein.
ARTICLE
21. COUNTERPARTS
This
Agreement may be executed by facse
and in
two or more counterparts, each of which will be
deemed
to be an
original
and
all
of
which
will constitute one
agreement.
ARTICLE
22. LANGUAGE
Singular
expressions used in this
Agreement shall be deemed to include the plural, and plural expressions the
singular
where
required by the context.
ARTICLE
23. ENUREMENT
This
Agreement will
enure
to
the benefit of .and
be
binding upon the
Parties
and their heirs, executors, administrators, successors and permitted
assigns.
ARTICLE
24. ISSUER'S
CERTIFICATE
The
signing authority of the director or officer
of
the
Issuer who 'signs an Issuer's Certificate shall
be
evidenced by a certified copy of a resolution of the board of directors of
the
Issuer, which resolution shall be attached to the Issuer's
Certificate,
ARTICLE
25. ENTIRE
AGREEMNT
This
Agreement, including the Schedules attached hereto, constitute the entire
understanding between
the Parties with respect to the subject matter hereof and supersede all prior
agreements, understandings,
negotiations and discussions,
whether
oral
or written,
between the Parties and there are
no
warrant es, representations or other agreements between the parties in
connection with this
Agreement, except as specifically set forth herein.
ARTICLE
26. TERMINATION,
AMENDMENT, AND WAIVER OF AGREEMENT
26.1
Subject
to subsection 26.3, this
Agrdent shall
only
terminate
| (a) |
with
respect to all the Parties,
|
| (i) |
as
specifically
provided in
thus
Agreement;
|
| (ii) |
subject
to
subsection
262, upon the
agreement of all Parties; or
|
| (iii) |
when
the Securities of
all
Security
Holders have been released from escrow pursuant
to
this Agreement; and
|
| (b) |
with
respect to a Party,
|
| (i) |
as
specifically
provided
in this Agreement; or
|
12
| (ii) |
if
the Party is a Security Holder, when all
of
the Security Holder's Securities have
been
released
from
escrow pursuant
this
Agreement,
|
26.2
An
agreement to
terminate
this Agreement pursuant to subclause
26.1(a)ii) shall not be effective
unless and.
until
the
a ment to terminate
| (a) |
is evidenced by
a memorandum in writing signed by all
Parties;
has
beets approved
in writing by the Exchange;
and.
|
| (b) |
has
been approved by a majority
of
security holders of the Issuer who are not Security Holders.
|
| (c) |
has
been approved
by a majority of security xxxxxxx
of
the Issuer who are not Securty Holders.
|
26.3
Notwithstanding any
other
provision
in this Agreement, the
obligations set
forth
in section
14 shall
survive the termination of this Agreement.
26.4
No amendment
or
waiver
of this Agreement
or any part of this
Agreement shall
be
effective
unless
the amendment
or
waiver.
| (a) |
is
evidenced by a memorandum in writing signed by all
Parries;
|
| (b) |
has
bees
consented
to in
writing
by
the
Exchange,
and
|
| (c) |
has
been approved by a majority
of
security holders of the Issuer who are not Security Holders.
|
26.5
No
waiver of any of the provisions
of
this
Agreement
shall
be
deemed or sha11 constitute a waiver of
any
other
provision (whether similar
or not), nor 'shall any waiver constitute a continuing
waiver,
unless
expressly provided
ARTICLE
27. SEVERANCE
OF ILLEGAL PROVISION
Any
provision
or
part
of
a
provision of
this
Agreement determined by
a
court
of competent jurisdiction
to be invalid, illegal or unenforceable
shall
be deemed
stricken to
the
extent necessary
to
eliminate
any invalidity,
illegality
or unenforceability, and the rest of the Agreement and all
other
provisions
and parts
thereof shall
remain in
Ml
force and
effect and be binding
upon the
parties
hereto
as though
the said
illegal
and/or
unenforceable provision
or
part
thereof
had never
been included
is
this
Agreement.
ARTICLE
28. FURTHER
ASSURANCES
The
Parties will execute and deliver any further documents and
perform
any further acts
necessary to
carry
out
the intent of this Agreement.
ARTICLE
29. REMUNERATION
OF ESCROW AGENT
29.1
The
Issuer
shall pay the Escrow Agent reasonable remuneration for services provided
by
the
Escrow
Agent
under
this
Agreement.
29.2
The
Issues shall reimburse
the
Escrow Agent
for
reasonable
disbursements
incurred
by the
Escrow
Agent in providing sees under this Agreement.
13
THE
PARRTIES HAVE EXECUTED AND DELIVERED
this Agreement
as of
the
date set
out
above.
|
The
Carporate/Common Seal of was
affixed in the presence of:
|
)
)
)
)
|
Equity Transfer
Services Inc.
Name:
Tite:
|
|
| The
Corporate Seal of Events International
Holding
Corporation was affixed in the presence of:
|
)
)
)
)
)
|
Events
International Holding Corporation
Name: Xxxxxx Xxxxx
Title:
President
|
|
|
The Corporate
Seal
of Cadence Holdings Inc.
was affixed in the presence of
|
)
)
)
)
) ) |
Cadence
Roldiags Inc.
Xxxxx: Xxxxxx Barbvsci
Title: President
|
|
|
The Corporate Seal of 607656 Ontario Inc
was affixed in the presence of
|
)
)
)
)
)
|
607656
Ontario Inc.
Name: Xxxxxx Xxxxxx
Title:
President
|
|
|
This
Agreement was signed by Xxxxxx Xxx in
the
presence
of
|
)
)
)
)
)
)
|
Sui
&
Company,
In Trust
Name: Xxxxx Xxx |
|
| This
Agreement was signed by
Xxxxxx
Xxxxxx
in
the
presence of:
|
)
)
)
)
)
)
|
Name: Xxxxxx Xxxxxx |
|
| This Agreement was signed by Xxxxxx
Xxxxx
m
the
presence of Name:
Name: |
)
)
)
)
)
)
|
Xxxxxx Xxxxxx |
|
14
SCHEDULE"A"
| Name & Address of Security Holder |
Signature of Security
Holder
|
Number of Surplus Securities | ||
|
Cadence Holdings Inc.
000 Xxxxxx Xxxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxx
X0X
237
|
|
10,950,000 | ||
|
Xxxxxx Xxxxx
000 Xxxxx Xxxxxx
St-Lata
eat, Quebec 34P
2S6
|
|
6,225,000 | ||
|
607656
Ontario
Inc.
000
Xxxx xxxxx Xxxxxx
Xxxxxx,
Xxxxxxx
X0X
0X0
|
|
2,400,000 | ||
|
Dieter
raluiiae
000
Xxxxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxx X0X
0X0
|
|
1,200,000 | ||
| Sui
& Company, Tn. Trust
0
Xxxxxxxx Xxxxxx X., Xxxxx 000
Xxxxxxx,
Xxxxxxx X0X 0X0
|
|
3,000,000 |
15
SCREDULE
"B"
RELEASE
OF SECS
TIME
RELEASE
|
Release
Dates
|
Percentage
of Total Escrowed
Securities
to
be
Released
|
Total
Number of Escrowed
Coremon
Shares to be
Released
-
|
|
Date
of Listing
|
0%
|
0
|
|
6
months following Listing
|
5%
|
1,188,750
|
|
12
months
following
Listing
|
5%
|
1,188,750
|
|
18
months following
Listing
|
5%
|
1,188,750
|
|
24
months following
Listing
|
5%
|
1,188,750
|
|
30
months
following Listing
|
10%
|
2377,500
|
|
36
months following
Listing
|
10%
|
2,377,500
|
|
42
months following Listing
|
10%®
|
2,377,500
|
|
48
months following Listing
|
10%
|
2,377,500
|
|
54
months following
Lasting
|
10%
|
2,377,500
|
|
60
months following
Listing
|
10%
|
2,377,500
|
|
66
months following
Listing
|
10%
|
2,377,500
|
|
72
months following
Listing
|
10%
|
2,377,500
|
|
TOTAL
|
100%
|
23,775,000
|
EARLY
RELEASE
GRADUATION
TO TIER 1
If
thc~Issu cr reasonably believes that it meets the Minimum Listing Requirements
of a Tier 1 Issuer
as
described in
Policy
2.1-Minimum Listing
Requirements, the Issuer may make application
to
the
Exchange
in
accordance
with
Exchange
Policy to
be
listed
as
a
Tier
1
Issuer and shall concurrently
provide notice
to
the
Escrow Agent of such
application.
If
a
Notice is issued by the Exchange
con
rr
ning final acceptance for fisting of the Issuer on Tier
1,
the
Issuer shall
forthwith issue
a
news release disclosing t1 it has been
accepfed
for graduation to Tier
1,
disclosing the number
of
Securities to be
released, the
dates: of release and shall promptly provide
such
news
release, together
with
a copy
of
the Exchange
Notice
to
the Escrow Agent and the
foregoing
Schedule
shall be deemed
to
be
replaced
with CDNX Schedule
B(3).
In
the
event the
CDNX
Schedule
B(3)
becomes
effective, the Escrow
Agent
within 10 days of
the
issuance of a Notice by the Exchange
confirming final acceptance for listing on Tier 1, shall
release
from escrow any Securities which pursuant to
the
CDNX
Schedule
B(3)
would
have been releasable at a date prior to the Notice of the Exchange confirming
final
acceptance
for
listing
on Tier
1.
Conditions
ofReleaSe
| 1. |
The
Securities were
issued
by
the Issuer to the Security Holders
in
consideration
for the acquisition
by the
Issuer
of
all
of
the
issued and
outstanding
shares of Events lntemational
Holding
Corporation
the
"Assets").
|
| 2. |
The
Escrow Agent shall not release Securities from escrow on
a
release date specified
in
this
Schedule' B"
unless the
Escrow Agent has received, within
the
15 days prior to the release
date, a
certafccate from the Issuer that;
|
16
| (a) |
is
signed by two directors or officers of the
Tssuer;
|
| (b) |
is
dated not more than 30 days prior to the release xxxx;
|
| (c) |
states
that the
Assets
were included a's
assets
on
thebalanoe sheet of
the Issuer in the most recent financial statements filed by the Issuer
with the Exchange; and
|
| (d) |
states
that
the
Issuer has
no reasonable lnowledge
that the
Assets
will not
be
included
w assets
on the balance
sheet
of the
Issuer in
the
next financial statements
to
be filed by the Issuer with the
Exchange.
|
| 3. |
It
at any two during
the
term of this Agreement, the Escrow Agent is prohibited from releasing
Securities on a
release date specified
in
this
Schedule "B" by
operation of
section 2
of this Schedule "B", then the Escrow Agent
shall
not release any
further
Securities from escrow
without the written consent of the
Exchange.
|
| 4. |
If,
by operation of this Schedule
"B", the
Escrow Agent does not release Securities from
escrow
ter a period
of
five years, then:
|
| (a) |
the
Escrow Agent shall deliver a notice
to
the Issuer, and shall include with the •
notice any certificates possessed by the Escrow Agent which evidence
the
Securities;
and:
|
| (b) |
the
Issuer and the Escrow AgImt shall
take such action as is necessary to cancel the
Severities,
|
| 5. |
For
the
purposes
of cancellation
of
Securities
under
this
section,
each Security Holder
irrevocably
appoints the
Escrow Agent
as
his
or her attorney, with
authority
to
appoint substitute
attorneys,
as
necessary,
|
