EXHIBIT 4.13
PLEDGE AND ESCROW AGREEMENT
THIS AGREEMENT dated as of the 23rd day of August, 2000.
BETWEEN:
CINEMA INTERNET NETWORKS INC. of Xxxx 00, Xxxxxxxxx Xxxxxx,
Xxxxx 000, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
(hereinafter referred to as the "Shareholder")
OF THE FIRST PART
AND:
CHEQUEMATE INTERNATIONAL INC., a company incorporated pursuant
to the laws of the State of Utah and having an office located
at 000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxxx xxx Xxx, Xxxxxxxxxx
00000
(hereinafter referred to as "Chequemate")
OF THE SECOND PART
AND:
XXXXX X. XXXX, Barrister & Solicitor, of Suite 1700, 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Escrow Agent")
OF THE THIRD PART
WHEREAS:
A. The Shareholder is the registered owner of ninety five thousand (95,000)
fully paid and non-assessable common shares (the "Shares") in the capital of
Chequemate;
B. The Shareholder as vendor and Chequemate as purchaser have entered into an
asset purchase agreement dated May 25, 2000 and modified by Agreement dated
August 3, 2000 (jointly the "Asset Purchase Agreement") regarding the purchase
by Chequemate of certain assets of the Shareholder and in accordance with the
Asset Purchase Agreement have entered into a Xxxx of Sale;
C. Chequemate and the Vendor have agreed to deposit in escrow the 95,000 shares
and the Xxxx of Sale with the Escrow Agent on the terms and conditions set out
herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
mutual covenants and conditions herein set out the parties agree as follows:
1. The Shareholder and Chequemate hereby deposit the Xxxx of Sale and the Shares
(collectively the "Escrow Documents") and all income from any of the Shares into
escrow with the Escrow Agent, and the Escrow Agent is to hold the Escrow
Documents in accordance with the terms of this Agreement.
2. The escrow hereunder will be discharged and released on September 30, 2000
whereupon the Shares shall be returned to Chequemate and the Xxxx of Sale to the
Shareholder, or if, prior to September 30, 2000, Chequemate and the Shareholder
jointly give notice in writing to the Escrow Agent that the respective
conditions precedent to the Asset Purchase Agreement have been satisfied then
the Shares may be released to the Shareholder and the Xxxx of Sale released to
Chequemate.
3. The Escrow Agent agrees to comply with any directions as to delivery of the
Escrow Documents upon receipt of either:
(a) a notice in writing signed by both the Shareholder and
Chequemate; or
(b) a Court order served on the Escrow Agent.
4. The Escrow Agent shall be entitled to employ such legal counsel and other
experts as the Escrow Agent may deem necessary to properly advise the Escrow
Agent in connection with the Escrow Agent's duties hereunder, and may rely upon
the advice of such counsel, and may pay such counsel reasonable compensation
therefor. The Escrow Agent has acted as legal counsel for the Shareholder, from
time to time, notwithstanding its duties as the Escrow Agent hereunder.
Chequemate consents to the Escrow Agent acting in such capacity as legal counsel
for the Shareholder and waives any claim that such representation represents a
conflict of interest on the part of the Escrow Agent.
5. The Escrow Agent's responsibilities as escrow agent hereunder shall terminate
if the Escrow Agent shall resign by written notice to Chequemate and the
Shareholder. In the event of any such resignation, the Shareholder and
Chequemate shall appoint a successor Escrow Agent.
6. If the Escrow Agent reasonably requires other or further instruments in
connection with the Joint Escrow Instructions or obligations in respect hereto,
the necessary parties hereto shall jointly furnish such instruments.
7. It is understood and agreed that should any dispute arise with respect to
the delivery and/or ownership or right of possession of the Escrow Property
held by the Escrow Agent hereunder, the Escrow Agent is authorized and
directed in the Escrow Agent's sole discretion (1) to retain in the Escrow
Agent's possession without liability to anyone, all or any part of the Escrow
Property until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of
a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but
the Escrow Agent shall be under no duty whatsoever to institute or defend any
such proceedings or (2) to deliver the Escrow Property held by the Escrow
Agent hereunder to a court having competent subject matter jurisdiction in
accordance with the applicable procedure therefor.
8. The Escrow Agent will have no duties or obligations other than those
specifically set forth in this Agreement.
9. The Escrow Agent will not be obliged to take any action hereunder which
might, in the Escrow Agent's judgement, involve any expense or liability unless
the Escrow Agent has been furnished with reasonable indemnity by the Shareholder
or Chequemate or both.
10. The Escrow Agent is not bound in any way by any other contract or agreement
between the parties hereto whether or not the Escrow Agent has knowledge thereof
or of its terms and conditions and the Escrow Agent's only duty, liability and
responsibility will be to hold and deal with the Escrow Documents as herein
directed.
11. The Escrow Agent will be entitled to assume that any notice and evidence
received by them pursuant to this Agreement from either of the Shareholder or
Chequemate has been duly executed by the party by whom it purports to have been
signed and the Escrow Agent will not be obliged to enquire into the sufficiency
or authority of any signatures appearing on such notice or evidence.
12. The Shareholder and Chequemate jointly and severally covenant and agree to
indemnify the Escrow Agent and to hold the Escrow Agent harmless against loss,
liability or expense incurred without negligence or bad faith on the Escrow
Agents part arising out of or in connection with the administration of their
duties hereunder, including the costs and expenses of defending themselves
against any claim or liability arising therefrom.
13. The Shareholder agrees to pay the Escrow Agent reasonable fees plus
disbursements and applicable taxes for the Escrow Agent services as Escrow Agent
hereunder.
14. This Agreement will be binding upon and enure to the benefit of the parties
hereto and their respective heirs, administrators, successors and permitted
assigns.
15. The rights and obligations of any party hereto are not assignable without
the written consent of the other parties hereto.
16. This Agreement constitutes the entire agreement amongst the parties with
respect to the subject matter hereof.
17. This agreement shall be governed by the laws of the Province of British
Columbia.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of
the day and year first above written.
THE CORPORATE SEAL OF CINEMA
INTERNET NETWORKS INC. was
affixed in the presence of;
/s/ Xxxx Xxxxxx c/s
-------------------------
Authorized Signatory
/s/ Xxxxxx Xxxx
-------------------------
Authorized Signatory
THE CORPORATE SEAL OF
CHEQUEMATE INTERNATIONAL,
INC. was hereto affixed in the presence
of:
/s/ J. Xxxxxxx Xxxx c/s
--------------------------
Authorized Signatory
--------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED
by XXXXX X. XXXX, the Escrow Agent,
in the presence of:
-------------------------- ------------------------
Witness XXXXX X. XXXX
--------------------------
Witness
