ESCROW AGREEMENT
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THIS AGREEMENT IS DATED FOR REFERENCE NOVEMBER 15, 1999 AND MADE:
AMONG:
MONTREAL TRUST COMPANY OF CANADA;
(the "Escrow Agent");
AND:
PREDATOR VENTURES LTD., a corporation continued under the laws of Wyoming having
an office at 2200 - 885 West Georgia Street, Vancouver, B.C., V6C 3E8;
(the "Issuer");
AND:
EACH SHAREHOLDER,
as defined in this Agreement;
(collectively the "Parties");
WHEREAS pursuant to an Asset Purchase Agreement dated August 27, 1999, the
Shareholder has acquired or is about to acquire shares of the Issuer
AND WHEREAS, the shares to be issued by the Company to the Shareholder will be
post-consolidated common shares of the Issuer;
AND WHEREAS the Escrow Agent has agreed to act as escrow agent in respect of the
Shares upon the acquisition of the Shares by the Shareholder;
NOW THEREFORE in consideration of the covenants contained in this Agreement and
other good and valuable consideration (the receipt and sufficiency of which is
acknowledged), the Parties agree (the "Agreement") as follows:
1. INTERPRETATION
In this Agreement:
(a) "Act" means the Securities Act, S.B.C. 1985, c.83;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Shareholder" means a holder of shares of the Issuer who executes this
Agreement or an Acknowledgement;
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(d) "Shares" means the post-consolidated shares of the Shareholder described
in Schedule "A" to this Agreement, as amended from time to time in accordance
with section 7;
2. PLACEMENT OF SHARES IN ESCROW
The Shareholder places the Shares in escrow with the Escrow Agent and shall
deliver the certificates representing the Shares to the Escrow Agent as soon as
practicable.
3. VOTING OF SHARES IN ESCROW
The Shareholder may exercise all voting rights attached to the Shares.
4. TRANSFER WITHIN ESCROW
(1) the Shareholder shall not transfer any of the Shares except with the
consent of the Exchange;
(2) the Escrow Agent shall not effect a transfer of the Shares within escrow
unless the Escrow Agent has received a letter from the Exchange consenting to
the transfer;
(3) upon the death or bankruptcy of a Shareholder, the Escrow Agent shall
hold the Shares subject to this Agreement for the person that is legally
entitled to become the registered owner of the Shares;
(4) the Shareholder acknowledges to, and agrees with, the Issuer that the
Shareholder will continue to be involved in the business affairs of the Issuer,
or an operating subsidiary thereof, as a director or senior officer of one or
both such companies, or by providing key services, whether management services
or otherwise, to one or both such companies. If the Shareholder for any reason
ceases to be a director or senior officer of such companies, or ceases to
provide such services, then the Shareholder shall be entitled to retain his
Shares and remain bound by the terms of this Agreement. For further clarity the
Shareholder shall be entitled to a release or releases of the Shares pursuant to
the provisions of section 5 hereof.
5. RELEASE FROM ESCROW
(1) The Shareholder irrevocably directs the Escrow Agent to retain the
Shares until the Shares are released from escrow pursuant to subsection (2) or
surrendered for cancellation pursuant to section 6;
(2) the Escrow Agent shall release the Shares from escrow in accordance with
the formula set forth in Schedule "B" to this Agreement or upon receipt of
advice from the Exchange pursuant to subsection (3);
(3) in the event of a change of control of the Issuer pursuant to a merger,
plan of arrangement, amalgamation, formal or exempt takeover bid, reverse
takeover transaction or other reorganization of the Issuer, the Exchange will
approve the release of all of the Shares from escrow.
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6. SURRENDER FOR CANCELLATION
The Shareholder shall surrender the Shares for cancellation and the Escrow Agent
shall deliver the certificates representing the Shares to the Issuer 10 years
from the date of issue of the Shares.
7. AMENDMENT OF AGREEMENT
(1) Subject to subsection (2), this Agreement may be amended only by a
written agreement among the Parties and with the written consent of the
Exchange;
(2) Schedule "A" to this Agreement shall be amended upon:
(i) a release of Shares from escrow pursuant to section 5; or
(ii) a surrender of Shares for cancellation pursuant to section 6;
and the Escrow Agent shall note the amendment on the Schedule "A" in its
possession.
8. INDEMNIFICATION OF ESCROW AGENT
The Issuer and the Shareholders, jointly and severally, release, indemnify and
save harmless the Escrow Agent from all costs, charges, claims, demands,
damages, losses and expenses resulting from the Escrow Agent's compliance in
good faith with this Agreement.
9. RESIGNATION OF ESCROW AGENT
(1) If the Escrow Agent wishes to resign as escrow agent in respect of the
Shares, the Escrow Agent shall give notice to the Issuer;
(2) if the Issuer wishes the Escrow Agent to resign as escrow agent in
respect of the Shares, the Issuer shall give notice to the Escrow Agent;
(3) a notice referred to in subsection (1) or (2) shall be in writing and
delivered to:
(i) the Issuer at its address appearing on the cover page of this Agreement;
or
(ii) the Escrow Agent at its address appearing on the cover page of this
Agreement;
and the notice shall be deemed to have been received on the date of delivery.
The Issuer or the Escrow Agent may change its address for notice by giving
notice to the other party in accordance with this subsection;
(4) a copy of a notice referred to in subsection (1) or (2) shall
concurrently be delivered to the Exchange;
(5) the resignation of the Escrow Agent shall be effective and the Escrow
Agent shall cease to be bound by this Agreement on the date that is 180 days
after the date of receipt of the notice referred to in subsection (1) or (2) or
on such other date as the Escrow Agent and the Issuer may agree upon (the
"resignation date"); and
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(6) the Issuer shall, before the resignation date and with the written
consent of the Exchange, appoint another escrow agent and that appointment shall
be binding on the Issuer and the Shareholders.
10. ENTIRE AGREEMENT
This Agreement supersedes and replaces all other escrow agreements applying to
the Shares required by securities regulators and all such Agreements are
terminated and of no further force and effect from the reference date of this
Agreement.
11. FURTHER ASSURANCES
The Parties shall execute and deliver any documents and perform any acts
necessary to carry out the intent of this Agreement.
12. TIME
Time is of the essence of this Agreement.
13. GOVERNING LAWS
This Agreement shall be construed in accordance with and governed by the laws of
British Columbia and the laws of Canada applicable in British Columbia.
14. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which shall constitute one agreement.
15. LANGUAGE
Wherever a singular expression is used in this Agreement, that expression is
deemed to include the plural or the body corporate where required by the
context.
16. ENUREMENT
This Agreement enures to the benefit of and is binding on the Parties and their
heirs, executors, administrators, successors and permitted assigns.
The Parties have executed and delivered this Agreement as of the date of
reference of this Agreement.
THE CORPORATE SEAL of the ESCROW )
AGENT was hereunto affixed in the presence of: )
)
) c/s
/s/ signed )
Authorized Signatory )
)
/s/ signed )
Authorized Signatory )
)
)
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THE CORPORATE SEAL of PREDATOR )
VENTURES LTD. was hereunto affixed in the )
presence of: )
) c/s
/s/ signed )
Authorized Signatory )
)
/s/ signed )
Authorized Signatory )
)
THE CORPORATE SEAL of HIGH TECH )
VENTURE CAPITAL INC. was hereunto affixed in the )
presence of: )
) c/s
/s/ signed )
Authorized Signatory )
)
)
Authorized Signatory )
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SCHEDULE "A" TO ESCROW AGREEMENT
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NAME OF SHAREHOLDER NUMBER OF SHARES HELD IN ESCROW
High Tech Venture Capital Inc. 2,250,000
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SCHEDULE "B" TO ESCROW AGREEMENT
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SECURITY HOLDER: HIGH TECH VENTURE CAPITAL INC.
ESCROW RELEASE DATES CLASS OR DESCRIPTION OF SECURITIES NUMBER OF
SECURITIES TO BE RELEASED
1 year from Agreement Date common shares 750,000
2 years from Agreement Date common shares 750,000
3 years from Agreement Date common shares 750,000
