EXHIBIT 10.16
VOLUNTARY TRADING RESTRICTIONS AGREEMENT
THIS AGREEMENT is dated for reference the __ day of August, 1999
AMONG: THOSE CERTAIN HOLDERS OF COMMON
SHARES OF xxxxXXX.xxx AS SET FORTH IN
SCHEDULE "A" TO THIS AGREEMENT. (the "Shareholders")
AND: THINWEB SOFTWARE INC.
1510 - 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxxxx X0X 0X0 (the "Corporation")
AND: xxxxXXX.xxx CORPORATION
Xxxxx 000, Xxxxx 0, 0 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx X0X 0X0 ("thinWEB")
WHEREAS:
(1) by a Share Exchange and Share Purchase Agreement dated for reference the
22/nd/ day of April, 1999, thinWEB, through its subsidiary Xxxxxxx.xxx
Inc., acquired all of the issued and outstanding shares of the Corporation
(the "Acquisition");
(2) the Shareholders will own collectively, among other shares, a total of
1,002,500 common shares in the capital stock of XxxxXxx.xxx Inc,
convertible into xxxxXXX.xxx Corporation shares (both sets of shares
collectively referred to herein as the "thinWEB Shares") in the amounts as
set forth in Schedule "A"; and
(3) the parties wish to set forth the conditions under which the thinWEB Shares
owned by the Shareholders may be sold or traded,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$10.00 now paid to the Shareholders by the Corporation and thinWEB (the receipt
and sufficiency of which is hereby acknowledged by the Shareholders), the
parties hereto agree:
1. The Shareholders shall deposit the thinWEB Shares into separate accounts
(the "Accounts") opened for the purpose of holding such shares with a
brokerage firm (the "Broker") selected by the Corporation.
2. The thinWEB Shares shall be held in the Account subject to the following
sale and trade restrictions:
(1) commencing on the later of the day that at least a portion of the
thinWEB Shares become freely tradeable or the day the shares of the
thinWEB are quoted on the NASD Bulletin Board, up to 10% of the
original number of thinWEB Shares held by a Shareholder be sold or
traded by that Shareholder in any 30-day period; and
(2) any portion of the said 10% of thinWEB Shares held by a Shareholder
and not sold by that Shareholder in any 30-day period month shall not
be carried over to any subsequent 30-day period.
3. Upon presentation to the Broker of authority in the form attached to this
Agreement as Schedule B, duly signed by a Shareholder, the Corporation
and/or thinWEB shall have the right to communicate with the Broker, at any
time and from time to time, to ascertain the current balance of thinWEB
Shares remaining in the Account of such Shareholder.
4. This Agreement shall be governed by, and interpreted and enforced in
accordance with the laws in force in the Province of Nova Scotia and the
laws of Canada applicable therein.
5. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
______________________________________________________________________________
Witness: (Shareholder)
______________________________________________________________________________
Witness: (Shareholder)
______________________________________________________________________________
Witness: (Shareholder)
______________________________________________________________________________
Witness: (Shareholder)
______________________________________________________________________________
Witness: (Shareholder)
THINWEB SOFTWARE INC.
By its Authorized Signatory:
______________________________________
3
xxxxXXX.xxx CORPORATION
By its Authorized Signatory:
______________________________________
SCHEDULE "A"
xxxxXXX.xxx SHAREHOLDERS
Name of Shareholder No. of Shares
--------------------- -------------
SCHEDULE B
DIRECTION AND AUTHORIZATION
TO: ______________________________(NAME OF BROKER)
THIS IS MY IRREVOCABLE DIRECTION AND AUTHORIZATION THAT A REPRESENTATIVE OF
THINWEB SOFTWARE INC. AND/OR xxxxXXX.xxx CORPORATION MAY AT ANY TIME AND FROM
TIME TO TIME ENQUIRE OF AND BE INFORMED BY YOU AS TO THE BALANCE OF SHARES OF
xxxxXXX.xxx CORPORATION (or XxxxXxx.xxx Inc.) REMAINING IN ACCOUNT
NUMBER____________.
DATED ________DAY OF ______________1999.
___________________________________________
Shareholder
VOLUNTARY TRADING RESTRICTIONS AGREEMENT
THIS AGREEMENT is dated for reference the __ day of _____, 1999
BETWEEN: XXXXX XXXXXXX
0000 X Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000 ("Xxxxxxx")
AND: XXXXXXX.XXX CORPORATION
0 Xxxxxxx Xxxxx
Xxxxx 0, Xxxxx 000
Xxxxxx, Xxxxxxx
X0X 0X0 (the Corporation"")
WHEREAS:
(1) by a Share Exchange and Share Purchase Agreement dated for reference the
22/nd/ day of April, 1999, the Corporation, then named Warwick Acquistion
Corporation, through its subsidiary Xxxxxxx.xxx Inc., acquired all of the
issued and outstanding shares of ThinWeb Software Incorporated (the
"Acquisition");
(2) On the closing of the Acquisition Xxxxxxx, through TPG Capital Corporation,
owned 150,000 common shares in the capital stock of the Corporation (the
"ThinWeb Shares");
(3) the parties wish to set forth the conditions under which the ThinWeb Shares
owned by Xxxxxxx may be sold or traded,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$10.00 now paid to Xxxxxxx by the Corporation (the receipt and sufficiency of
which is hereby acknowledged by Xxxxxxx), the parties hereto agree:
1. Xxxxxxx shall deposit the ThinWeb Shares into an account (the "Account")
opened for the purpose of holding such shares with a brokerage firm (the
"Broker") acceptable to all parties.
2. The ThinWeb Shares shall be held in the Account subject to the following
sale and trade restrictions:
(1) commencing on the later of the day the ThinWeb Shares become freely
tradable or are quoted on the NASD Bulletin Board, up to 25,000 of the
ThinWeb Shares may be sold or traded by Xxxxxxx in any 30-day period;
and
(2) any portion of the 25,000 ThinWeb Shares not sold by Xxxxxxx in any
30-day period month shall not be carried over to any subsequent 30-day
period.
3. Upon presentation to the Broker of authority in the form attached to this
Agreement as a schedule, duly signed by Xxxxxxx, the Corporation shall have
the right to communicate with
the Broker, at any time and from time to time, to ascertain the current
balance of ThinWeb Shares remaining in the Account.
4. This Agreement shall be governed by, and interpreted and enforced in
accordance with the laws in force in the Province of Nova Scotia and the
laws of Canada applicable therein.
5. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
______________________________________________________________________________
Witness: XXXXX XXXXXXX
XXXXXXX.XXX CORPORATION
By its Authorized Signatory:
______________________________________
DIRECTION AND AUTHORIZATION
TO: ______________________________(NAME OF BROKER)
THIS IS MY IRREVOCABLE DIRECTION AND AUTHORIZATION THAT A REPRESENTATIVE OF
XXXXXXX.XXX CORPORATION MAY AT ANY TIME AND FROM TIME TO TIME ENQUIRE OF AND BE
INFORMED BY YOU AS TO THE BALANCE OF SHARES OF XXXXXXX.XXX CORPORATION REMAINING
IN ACCOUNT NUMBER ____________.
DATED ________ DAY OF ______________ 1999.
___________________________________________
XXXXX XXXXXXX
