Exhibit 99.1
TRUST AGREEMENT
This Trust Agreement is made and signed by the parties in Tel Aviv, Israel as of
the ___ of _______, 2003 by and among _______________ (the "Beneficiary") and
Xxxxxxxxxx Trust Co. Ltd. from 00 Xxxxx Xxxx Xx., Xxx-Xxxx 00000, as the trustee
(the "Trustee").
1. The Beneficiary has agreed to deposit with the Trustee all his rights
for _________ shares of TISSERA INC. incorporated under the laws of the
state of Washington.
2. The Trustee shall hold the said shares of the said company (the
"Shares") in trust for the Beneficiary.
3. Upon receipt of written instructions signed by the Beneficiary, the
Trustee shall invest, reinvest, transfer for consideration or without
consideration, shall execute any other specific instructions of the
beneficiary related to the Shares and/or its attached rights, including
exercise of voting right related to the Shares in the manner decided by
the Beneficiary. The Trustee shall not make and/or commit to make any
disposition of the Shares unless specifically requested by the
Beneficiary.
4. The Beneficiary shall directly bear all costs and expenses (including
filing costs and legal fees, if any) related to actions taken by the
Trustee with regard to the Trust Agreement, the Beneficiary's
instructions or due to performance of the Trustee's duties under this
agreement.
5. Any loss of any kind what so ever incurred from an action following the
Trustee's instructions shall be borne by the Beneficiary. Moreover, the
Trustee shall be held harmless and indemnified by the Beneficiary
against any losses, liability, expenses (including attorney's fees and
expenses), claims, damages or demands arising out of or in connection
with the performance of its obligations in accordance with the
provisions of this agreement and/or the instructions of the
Beneficiary, including any tax liabilities and claims, except for the
gross negligence or willful misconduct of the Trustee as determined by
the court of the competent jurisdiction. The foregoing indemnities of
this paragraph shall survive the termination of this agreement.
6. This agreement shall not be revoked, rescinded or modified except by
consent in writing signed by the Trustee and Beneficiary.
7. During the period in which the Trustee holds the Shares, payments of
any dividends on such Shares received by the Trustee, shall be paid to
the Beneficiary upon request. 8. Any notice, consent or request to be
given in connection with any of the terms of this agreement shall be in
writing and shall be sent by registered main postage prepaid and shall
be deemed as received upon confirmation of the main postage for
deliverance to the following addresses:
THE BENEFICIARY:
Add:
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THE TRUSTEE:
Add:
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INTENDING TO BE BOUND, the parties have duly executed this Trust Agreement
as of the date first written above.
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BENEFICIARY TRUSTEE
