EXHIBIT 99.4
FORM A
ESCROW AGREEMENT
THIS AGREEMENT made in triplicate this 4th day of December, 1997.
ISI VENTURES INC., a corporation pursuant to the laws
of the Province of Alberta
(herein called the "Issuer")
OF THE FIRST PART
- and -
MONTREAL TRUST COMPANY OF CANADA, being a trust
company with an office located in Calgary, Alberta
(herein called the "Trustee")
OF THE SECOND PART
- and -
Those security holders of the Corporation as set
Out in Schedule "A"
(herein called the "Security Holders")
OF THE THIRD PART
WHEREAS in order to comply with the requirements of The Alberta Stock
Exchange, the Security Holders are desirous of depositing in escrow certain
securities in the Issuer owned or to be received by them (the "Escrowed
Shares");
AND WHEREAS the Trustee has agreed to undertake and perform its duties
according to the terms and conditions hereof;
NOW THEREFORE this agreement witnesses that, in consideration of the
sum of $1.00 paid by the parties to each other, receipt of this sum being
irrevocably acknowledged by each of the parties, the Security Holders covenant
and agree with the Issuer and with the Trustee, and the Issuer
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and the Trustee covenant and agree each with the other and with the Security
Holders jointly and severally, as set forth below.
1. Where used in this agreement, or in any amendment or supplement hereto,
unless the context otherwise requires, the following words and phrases shall
have the following ascribed to them below:
(a) "Major Transaction" means a Major Transaction other than a
Private Placement (as these terms are defined in Circular No.
7 of The Alberta Stock Exchange).
2. Each of the Security Holders hereby places and deposits in escrow with the
Trustee the Escrowed Shares as represented by the certificates described in
Schedule "A" and the Trustee hereby acknowledges receipt of those certificates.
The Security Holders agree to deposit in escrow any further certificates
representing securities in the Issuer which he may receive as a stock dividend
on the Escrowed Shares, and to deliver to the Trustee immediately on receipt
thereof the certificates for any such further securities and any replacement
certificates which may at any time be issued for any Escrowed Shares.
3. The Parties hereby agree that, subject to the provisions of paragraph 6
herein, the Escrowed Shares and the beneficial ownership of or any interest in
them and the certificates representing them (including any replacement
securities or certificates) shall not be sold, assigned, hypothecated,
alienated, released from escrow, transferred within escrow, or otherwise in any
manner dealt with, without the prior written consent of The Alberta Stock
Exchange (hereinafter referred to as the "Exchange") given to the Trustee or
except as may be required by reason of the death or bankruptcy of any Security
Holder, in which cases the Trustee shall hold the said certificates subject to
this agreement, for whatever person, or company shall be legally entitled to
become the registered owner thereof.
4. The Security Holders direct the Trustee to retain their respective Escrowed
Shares and the certificates (including any replacement securities or
certificates) representing them and not to do or cause anything to be done to
release them from escrow or to allow any transfer, hypothecation or alienation
thereof, without the written consent of the Exchange. The Trustee accepts the
responsibilities placed on it by the agreement and agrees to perform them in
accordance with the terms of this agreement and the written consents, orders or
directions of the Exchange.
5. Any Security Holders applying to the Exchange for a consent for a transfer
within escrow shall, before applying, give reasonable notice in writing of his
intention to the Issuer and the Trustee.
6. The Escrowed Shares shall be released from escrow as to one third thereof on
each of November 17, 1998, November 17, 1999, and November 17, 2000, each being
the anniversary date of the completion of the Major Transaction of the Issuer.
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7. A release from escrow of all or part of the Escrowed Shares shall terminate
this agreement only in respect to those securities so released. For greater
certainty this paragraph does not apply to securities transferred within escrow.
8. If, during the period in which any of the Escrowed Shares are retained in
escrow pursuant hereto, any dividend is received by the Trustee in respect of
the Escrowed Shares, any such dividend shall be promptly paid or transferred to
the respective Securities Holders entitled thereto.
9. All voting rights attached to the Escrowed Shares shall at all times be
exercised by the registered owners thereof.
10. The Security Holders and the Issuer hereby jointly and severally agree to
and do hereby release and indemnify and save harmless the Trustee from and
against all claims, suits, demands, costs, damages and expenses which may be
occasioned by reason of the Trustee's compliance in good faith with the terms
hereof.
11. The issuer hereby acknowledges the terms and conditions of this agreement
and agrees to take all reasonable steps to facilitate its performance and to pay
the Trustee's proper charges for its services as trustee of this escrow.
12. If the Trustee should wish to resign, it shall give at least three months'
notice to the Issuer which may, with the written consent of the Exchange, by
writing appoint another Trustee in its place and such appointment shall be
binding on the Security Holders, and the new Trustee shall assume and be bound
by the obligations of the Trustee hereunder.
13. The covenants of the Security Holders with the Issuer in this agreement are
made with the Issuer both in its own right and as trustee for the holders from
time to time of free securities in the Issuer, and may be enforced not only by
the Issuer but also by any holder of free securities.
14. This agreement may be executed in several parts of the same form, including
facsimile counterpart and the parts as so executed shall together constitute one
original agreement, and the parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of this
agreement.
15. Wherever the singular or masculine is used, the same shall be construed to
include the plural feminine or neuter where the context so requires, and vice-
versa.
16. This agreement shall enure to the benefit of and be binding on the parties
to this agreement and each of their heirs, executors, administrators, successors
and assigns.
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IN WITNESS WHEREOF the Issuer and the Trustee have caused
their respective corporate seals to be hereto affixed and the Security Holders
have hereto set their respective hands and seals.
ISI VENTURES INC.
Per: /s/ Michael Fugman
--------------------------------
Per:
--------------------------------
MONTREAL TRUST COMPANY OF CANADA
Per: /s/ not legible
-------------------------------
Per: /s/ not legible
--------------------------------
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SIGNED, SEALED AND DELIVERED by the respective Security Holders.
EISMAN HOLDINGS LTD. AYOTTE MUSIC (VCC) LTD.
Per: /s/ not legible Per: /s/ Michael Fugman
----------------------------- --------------------------------
/s/ Raymond Ayotte /s/ Philip Levinson
---------------------------------- -------------------------------------
Raymond Ayotte Philip Levinson
/s/ Norma Ayotte A & F MUSIC LTD
----------------------------------
Per: /s/ not legible
--------------------------------
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to the escrow agreement dated the 4th day of December, 1997, and made among ISI
Ventures Inc., Montreal Trust Company of Canada and the security holders as set
forth below.
TYPE OF ISSUER NUMBER OF
NAME OF SECURITY HOLDERS SECURITY SECURITIES ESCROWED
------------------------ -------- -------------------
Raymond Ayotte Common Shares 373,849
Norma Ayotte Common Shares 160,222
Eisman Holdings Ltd. Common Shares 544,754
Ayotte Music (VCC) Ltd. Common Shares 1,708,446
A&F Music Ltd. Common Shares 507,370
Philip Levinson Common Shares 193,602
TOTAL Common Shares 3,488,243
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CANADA ) TO ALL TO WHO THESE PRESENTS
PROVINCE OF BRITISH COLUMBIA )
TO WIT: ) MAY COME, BE SEEN OR KNOWN
I, Richard Rainey, a Notary Public by Royal Authority duly appointed,
of the city of Vancouver, in the Province of British Columbia, do hereby certify
that the paper in writing hereto annexed, the first page of which bears an
impression of my Notarial Seal, is a true and correct copy of an original
document produced and shown to me out of the custody of Messrs. Heenan Blaikie
and purporting to be an Escrow Agreement made as of December 4, 1997 among ISI
Ventures Inc., Montreal Trust Company of Canada, Raymond Ayotte, Norma Ayotte,
Eisman Holdings Ltd., Ayotte Music (VCC) Ltd., A & F Music Ltd. and Philip
Levinson. The said copy having been compared by me with the said original
document, an act whereof being requested I have granted the same under my had
and notarial seal of office to serve and avail as occasion may require.
Dated at Vancouver, British Columbia, this 5th day of February, 1998.
/s/ Richard Rainey
A Notary Public in and for the Province of
British Columbia
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