Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” Authorized signatory “Xxxxx Xxxxxxx” Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” Authorized signatory Authorized signatory Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx in the presence of: ) ) Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)
Appears in 1 contract
Samples: CPC Escrow Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” Computershare Trust Company of Canada /s/ Xxxxxx Xxx Authorized signatory “Xxxxx Xxxxxxx” /s/ Xxxxxxxxxx Xxxxxxxxx Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” Desert Gold Ventures Inc. /s/ Xxxxx Xxxxxx Authorized signatory If the Securityholder is not an individual: TransAfrika Resources Limited (Mauritius) /s/ Roeland HH xxx Xxxxxxxxxx Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: TransAfrika Resources Limited (Mauritius) Signature: /s/ Roeland HH xxx Xxxxxxxxxx Address for Notice: REDACTED Securities: Class and Type (i.e. Value Securities or Surplus Securities) Number Certificate(s) (if applicable) Applicable Escrow Release Schedule Common Shares 10,000,000 B4 – Tier 2 Surplus Common Shares 2,666,667 B2 – Tier 2Value Warrants 1,333,333 B4 – Tier 2 Value If the Securityholder is not an individual: TransAfrika Resources Limited (Mauritius) in trust /s/ Roeland HH xxx Xxxxxxxxxx Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: TransAfrika Resources Limited (Mauritius) in trust Signature: /s/ Roeland HH xxx Xxxxxxxxxx Address for Notice: REDACTED Securities: Class and Type (i.e. Value Securities or Surplus Securities) Number Certificate(s) (if applicable) Applicable Escrow Release Schedule Common Shares 6,111,948 B2 – Tier 2 Value Common Shares 181,095 B4 – Tier 2 Surplus If the Securityholder is an individual: Signed, sealed and delivered by Xxxxx Xxxxx ) Xxxxxxxxxxx Xxxx in the presence of: ) ) Xxxxxxxx Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” /s/ Xxxxx Xxxxx Address ) Xxxxxxxxxxx Xxxx Xxxxx Xxxxx ) REDACTED ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) Manager Corporate Governance ) Occupation ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Xxxxx Xxxxx Signature: “Xxxxxxxxxxx Xxxx” /s/ Xxxxx Xxxxx Address for Notice: REDACTED Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicable) Applicable Escrow Release Schedule Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 11,750 B1 – Tier 1 Value SCHEDULE B(1) – CPC TIER 1 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10May 18, 2012 25% [Insert date 6 months following Final Exchange Bulletin] 152,937 November 18, 2012 25% [Insert date 12 months following Final Exchange Bulletin] 152,937 May 18, 2013 25% [Insert date 18 months following Final Exchange Bulletin] 152,938 November 18, 2013 25% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% 2,938 TOTAL 100% * 11,750 *In the simplest casecase where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(2) – TIER 2 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released May 18, 2012 10% 1,011,195 November 18, 2012 15% 1,516,792 May 18, 2013 15% 1,516,792 November 18, 2013 15% 1,516,792 May 18, 2014 15% 1,516,792 November 18, 2014 15% 1,516,792 May 18, 2015 15% 1,516,793 TOTAL 100% 10,111,948 *In the simplest case where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2B(4) – TIER 1 ISSUER - 2 SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25May 18, 2012 5% [Insert date 6 months following Final Exchange Bulletin] 25509,055 November 18, 2012 5% [Insert date 12 months following Final Exchange Bulletin] 25509,055 May 18, 2013 10% [Insert date 18 months following Final Exchange Bulletin] 251,018,110 November 18, 2013 10% 1,018,110 May 18, 2014 15% 1,527,164 November 18, 2014 15% 1,527,164 May 18, 2015 40% 4,072,437 TOTAL 100% * In 10,181,095 ADDENDUM RE: INTERPRETATION AND APPLICATION OF SECTION 2.3 This memorandum of understanding is intended to put in writing the simplest case, where there are no changes substance of discussions held with the TSXV re: the application and interpretation of section 2.3 of the Escrow Agreement concerning the risk of cancellation of the 10,000,000 Desert Gold shares issued to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3TransAfrika Resources (Mauritius) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchaseLimited, as principal, ⚫ Common Shares as partial consideration for the sale of ⚫ TransAfrika Belgique S.A. and treated as "surplus securities" (within the meaning of Exchange Policy 5.4) (the "Escrowed Subject Securities"). The Escrowed Specifically, notwithstanding anything contained in Section 2.3 of the Escrow Agreement to the contrary, the TSXV has confirmed that the Subject Securities will not be held cancelled unless both of the TransAfrika Material Properties (as defined in escrow as detailed Appendix A to this Addendum) are lost, or abandoned, or the operations or development thereof are discontinued during the term of the Escrow Agreement. In addition, the TSXV has confirmed that in the escrow agreement entered event that, during the term of the Escrow Agreement, the board of directors of Desert Gold determines to enter into between ⚫ a transaction pursuant to which both of the TransAfrika Material Properties are proposed to be transferred, sold, optioned or otherwise conveyed to an arm's length third party, the Subject Securities will not be automatically cancelled, provided that the TSXV has reviewed and is satisfied with the proposed consideration and proposed terms of the said sale transaction. The TSXV has acknowledged that the parties are specifically relying on the confirmations noted above in completing the Acquisition (as defined in the “Issuer”)Filing Statement of Desert Gold dated November 21, ⚫ (the “Escrow Agent”2011) and the Securityholder (the “Escrow Agreement”)related transactions. APPENDIX "A" TO ADDENDUM RE: INTERPRETATION AND APPLICATION OF SECTION 2.3 The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)TransAfrika Material Properties shall mean:
Appears in 1 contract
Samples: Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES (signed "Xxxxxxxxx Xxxxxxxxxxx") Professional Corporate Trust Authorized signatory (signed "Xxxxxxxxx XxxXxxxxx") Administrator, Client Services Authorized signatory GOGOLD RESOURCES INC. “Xxxxxxxxx (signed "Xxxxxxx X. Xxxxxxxx” ") Authorized signatory “Xxxxx Xxxxxxx” (signed "Xxxxxx Xxxxxx Xxxxxxxxx") Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” Authorized signatory Authorized signatory If the Securityholder is not an individual: 3213897 NOVA SCOTIA LIMITED (signed "Xxxxxxx X. Xxxxxxxx") Xxxxxxx X. Xxxxxxxx If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx (Securityholder) in the presence of: ) (signed "Xxxxx Xxxxxxx") Xxxx Xxxxxxx ) ) Name ) ) (signed "Xxxxxx Xxxxxx Xxxxxxxxx") “Xxxxxxxxxxx Xxxx” XXXXXXXXXX, Xxxxx'x Wharf ) Address ) Xxxxxxxxxxx Xxxx XXXXXX XXXXXX XXXXXXXXX ) Suite 2108, Halifax, NS ) ) ) ) Lawyer ) Occupation ) If the Securityholder is not an individual: 3040020 NOVA SCOTIA LIMITED (signed "Xxxxx Xxxxxxx") Xxxxx Xxxxxxx If the Securityholder is not an individual: GRUPO PAN AMERICA LTD. (signed "Xxxxxxx Xxxxxxxx") Xxxxxxx Xxxxxxxx If the Securityholder is not an individual: XXXXXXXX X. XXXXXX, INC. (signed "Xxxxx Xxxxxx") Xxxxx Xxxxxx If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxx (XxxxSecurityholder) Xxxxxxxxx in the presence of: ) (signed "Xxxxx Xxxxxxx") Xxxxx Xxxxxx ) ) Name ) ) (signed " Xxxxxx Xxxxxx") “Xxxx (XxxxXXXXXXXXXX, Xxxxx'x Wharf ) Xxxxxxxxx” Address ) Xxxx (XxxxXXXXXXX XXXXXX ) Xxxxxxxxx Suite 2108, Halifax, NS B3J 3R7 ) ) ) ) Lawyer ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in If the presence ofSecurityholder is not an individual: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx VOTIX CORPORATION LIMITED (signed " Xxxxxxx Xxxxxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ") Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Xxxxxxxxx Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx 3213897 NOVA SCOTIA LIMITED (signed "Xxxxxxx X. Xxxxxxxx") Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: 000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 2,400,000 Securityholder Name: Xxxx Xxxxxx Xxxxxx Xxxxxxxxx (Xxxxsigned "Xxxxxx Xxxxxx Xxxxxxxxx") Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 2,400,000 Securityholder Name: Xxxx Xxxxxxxxx 3040020 NOVA SCOTIA LIMITED (signed "Xxxxx Xxxxxxx") Signature: “Xxxx Xxxxxxxxx” Address for Notice: 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 1,450,000 Securityholder Name: GRUPO PAN AMERICA LTD. (signed "Xxxxxxx Xxxxxxx Xxxxxxxx") Signature: “Xxxxxxx Xxxxxxx” Address for Notice: 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 1,125,000 Securityholder Name: XXXXXXXX X. XXXXXX, INC. (signed "Xxxxx Xxxxxx") Signature: Address for Notice: 000 Xxxxx Xxx, Xxxxxxxx Plains, NS B4B 1X9 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,125,000 Securityholder Name: XXXXXXX XXXXXX (signed "Xxxxxxx Xxxxxx") Signature: Address for Notice: 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,000,000 Securityholder Name: VOTIX CORPORATION LIMITED (signed " Xxxxxxx Xxxxxxx Xxxxxxxxx") Signature: Address for Notice: 000 Xxxxx Xxxxxx, Xxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 500,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% 1/10 of your escrow securities [Insert date 6 months following Final Exchange Bulletin] 15% 1/6 of your remaining escrow securities [Insert date 12 months following Final Exchange Bulletin] 15% 1/5 of your remaining escrow securities [Insert date 18 months following Final Exchange Bulletin] 15% 1/4 of your remaining escrow securities [Insert date 24 months following Final Exchange Bulletin] 15% 1/3 of your remaining escrow securities [Insert date 30 months following Final Exchange Bulletin] 15% 1/2 of your remaining escrow securities [Insert date 36 months following Final Exchange Bulletin] 15% all of your remaining escrowed securities TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% 1/4 of your escrow securities [Insert date 6 months following Final Exchange Bulletin] 25% 1/3 of your remaining escrow securities [Insert date 12 months following Final Exchange Bulletin] 25% 1/2 of your remaining escrow securities [Insert date 18 months following Final Exchange Bulletin] 25% all of your remaining escrowed securities TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ 3040020 NOVA SCOTIA LIMITED (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ 1,450,000 Common Shares of ⚫ GOGOLD RESOURCES INC. (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ GOGOLD RESOURCES INC. (the “Issuer”), ⚫ COMPUTERSHARE INVESTOR SERVICES (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrowthe Issuer remains listed on the Exchange. DATED this ⚫ 4th day of ⚫January, 2010. 3040020 NOVA SCOTIA LIMITED (Name of Securityholder - please print) (signed "Xxxxx Xxxxxxx") (Authorized Signature) President and Secretary (Official Capacity - please print) Xxxxx Xxxxxxx (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrowthe Issuer remains listed on the Exchange. DATED this ⚫ 4th day of ⚫January, 2010. (signed "Xxxxx Xxxxxxx") (Signature) Xxxxx Xxxxxxx (Name of Controlling Securityholder – please print) (Signature) (Name of Controlling Securityholder – please print) SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE 3213897 NOVA SCOTIA LIMITED (the "Securityholder") has subscribed for and agreed to purchase, as principal, 2,400,000 Common Shares of GOGOLD RESOURCES INC. (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between GOGOLD RESOURCES INC. (the “Issuer”), COMPUTERSHARE INVESTOR SERVICES (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as the Issuer remains listed on the Exchange. DATED this 4th day of January, 2010. 3213897 NOVA SCOTIA LIMITED (Name of Securityholder - please print) (signed "Xxxxxxx X. Xxxxxxxx") (Authorized Signature) President (Official Capacity - please print) Xxxxxxx X. Xxxxxxxxx (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as the Issuer remains listed on the Exchange. DATED this 4th day of January, 2010. (signed "Xxxxxxx X. Xxxxxxxx") (Signature) Xxxxxxx X. Xxxxxxxx (Name of Controlling Securityholder – please print) (Signature) (Name of Controlling Securityholder – please print) SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE XXXXXXXX X. XXXXXX, INC. (the "Securityholder") has subscribed for and agreed to purchase, as principal, 1,125,000 Common Shares of GOGOLD RESOURCES INC. (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between GOGOLD RESOURCES INC. (the “Issuer”), COMPUTERSHARE INVESTOR SERVICES (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as the Issuer remains listed on the Exchange. DATED this 4th day of January, 2010. XXXXXXXX X. XXXXXX, INC. (Name of Securityholder - please print) (signed "R. Xxxxx Xxxxxx") (Authorized Signature) Director (Official Capacity - please print)
Appears in 1 contract
Samples: Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxxxx” Authorized signatory “Xxxxx Xxxxxxxxxx” Authorized signatory NY85 SYMBIO CAPITAL INCCORP. “Xxxxxxxxxxx XxxxXxx Xxxxx” Authorized signatory “Xxxx Xxx” Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx Xxx Xxxxx in the presence of: ) ) Xxxx Xxxxx X. Xxxxxxx ”Xxxxx Xxxxxxx” ) Name ) ) “Xxx Xxxxx” Suite 618 – 000 Xxxx Xxxxxxxx Xxxxxx ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx Xxx Xxxxx ) Xxxxxxxxx, XX X0X 0X0 ) ) ) ) Lawyer ) Occupation ) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx X. Xxxxxxx ”Xxxxx Xxxxxxx” ) Name ) ) “Xxxxxxx Xxxxxxxxx” Suite 618 – 000 Xxxx Xxxxxxxx Xxxxxx ) “Xxxx (XxxxAddress ) Xxxxxxx Xxxxxxxxx ) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx , XX X0X 0X0 ) ) ) ) Lawyer ) Occupation ) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxx Xxxxxxxxx Xxx in the presence of: ) ) Xxxxx Xxxxxx X. Xxxxxxx ”Xxxxx Xxxxxxx” ) Name ) ) ) “Xxxx XxxxxxxxxXxx” Suite 618 – 000 Xxxx Xxxxxxxx Xxxxxx ) Address ) Xxxx Xxxxxxxxx Xxx ) Xxxxxxxxx, XX X0X 0X0 ) ) ) ) Lawyer ) Occupation ) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx in the presence of: ) ) Xxxxxx _Xxxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)
Appears in 1 contract
Samples: CPC Escrow Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” EQUITY FINANCIAL TRUST COMPANY /s/ Xxxxx Xxxxxx Authorized signatory “Xxxxx Xxxxxxx” /s/ Jayden Ashbee Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” XXXXX PETROLEUM CORPORATION /s/ Xxxxx-Xxxx Xxxxx Xxxxx-Xxxx Xxxxx, CEO Authorized signatory /s/ Xxx Xxxxxxx Xxx Xxxxxxx, CFO Authorized signatory FORM 5D ESCROW AGREEMENT Page 21 (as at June 14, 2010) RESOURCES & TECHNOLOGY CORP. /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Authorized signatory If the Security holder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx Xxxxx Xxxxxx in the presence of: ) ) Xxxx Xxx Xxxxxxx ) Name ) /s/ Xxx Xxxxxxx ) ) “Xxxxxxxxxxx Xxxx” /s/ Xxxxx Xxxxxx Address ) XXXXX XXXXXX ) Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx Xxxx ) ) ) ) CFO ) Occupation ) (as at June 14, 2010) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx Xxxxxxx X. Xxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx Xxx Xxxxxxx, CFO ) Name ) /s/ Xxx Xxxxxxx ) ) “Xxxx (Xxxx) Xxxxxxxxx” /s/ Xxxxxxx X. Xxxxxxxx Address ) Xxxx (XxxxXXXXXXX X. XXXXXXXX ) Xxxxxxxxx Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) CFO ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxx in the presence of: ) ) Xxx Xxxxxxx ) Name ) /s/ Xxx Xxxxxxx ) /s/ Xxxxxxx Xxxxxx Address ) XXXXXXX XXXXXX ) Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx ) ) ) CFO ) Occupation ) (as at June 14, 2010) Signed, sealed and delivered by ) Xxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxx Xxxxxxx ) Name ) /s/ Xxx Xxxxxxx ) ) “/s/ Xxxxxx Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx XXXXXX XXXXXXX ) Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx ) ) ) CFO ) Occupation ) Signed, sealed and delivered by ) Xxxxx-Xxxx Xxxxx in the presence of: ) ) Xxx Xxxxxxx, CFO ) Name ) /s/ Xxx Xxxxxxx ) /s/ Xxxxx-Xxxx Xxxxx Address ) XXXXX-XXXX XXXXX ) Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx ) ) ) CFO ) (as at June 14, 2010) Occupation ) Signed, sealed and delivered by ) Xxx Xxxxxxx in the presence of: ) ) Xxxxx Jenni, Corporate Secretary ) Name ) /s/ Xxxxx Xxxxx ) /s/ Xxx Xxxxxxx Address ) XXX XXXXXXX ) Alte Xxxxxxxxxx 00, 0000 Xxxxxxxxx, Xxxxxxxxxxx ) ) ) Senior Finance Manager ) Occupation ) Signed, sealed and delivered by ) Xxxxx Xxxxx in the presence of: ) ) Xxx Xxxxxxx, CFO ) Name ) /s/ Xxx Xxxxxxx ) /s/ Xxxxx Xxxxx Address ) XXXXX JENNI ) Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx ) ) ) CFO ) Occupation ) (as at June 14, 2010) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Xxxxx Xxxxxx Signature: “Xxxxxxxxxxx Xxxx” /s/ Xxxxx Xxxxxx Address for Notice: Xxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Switzerland Email.: xxx@xxxxxxxxxxxxxx.xxx Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature):
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INCComputershare Investor Services Inc. “Xxx Xxxx” . Authorized signatory Xxx Xxxx . Print name of authorized signatory “Xxxxxxxxx Xxxxxxxx Au . Authorized signatory Xxxxxxxx Au . Print name of authorized signatory Response Biomedical Corp. ”Xxxxx Xxxxxxxx” Authorized signatory “Xxxxx Xxxxxxx” Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” Authorized signatory Authorized signatory Signed, sealed and delivered by Xxxxxxx X. Xxxxxx ) Xxxxxxxxxxx Xxxx in the presence of: ) ) Xxxx Xxxxxxx ”Xxxxxx Xxxxxx ) Name ) #1003 – 0000 Xxxxxxxx Xx. ) ) “Xxxxxxxxxxx Xxxx”Xxxxxxx X. Xxxxxx” Address ) Xxxxxxxxxxx Xxxx XXXXXXX X. XXXXXX ) Xxxxxxxxx XX X0X 0X0 ) ) ) ) Office Administration ) Occupation ) (as at August 2002) Signed, sealed and delivered by Xxxxx Xxxxxxxx ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx ”Xxxxxx Xxxxxx ) Name ) #1003 – 0000 Xxxxxxxx Xx. ) ) “Xxxx (Xxxx) Xxxxxxxxx”Xxxxx Xxxxxxxx” Address ) Xxxx (XxxxXXXXX XXXXXXXX ) Xxxxxxxxx XX X0X 0X0 ) ) ) ) Office Administration ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx XxxxxxxxxEngineering Ltd. ”Xxxxxx Xxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation Authorized signatory (as at August 2002) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Xxxxxxx X. Xxxxxx Signature: “Xxxxxxxxxxx Xxxx”Xxxxxxx X. Xxxxxx” Address for Notice: 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX X0X 0X0 Securities: Class and Type (i.e. Value Securities or description Surplus Securities Number Certificate(s) (if applicable) Surplus Securities Common Shares 600,000 275,000 FORM 5D ESCROW AGREEMENT Page 24 (as at August 2002) Schedule “A” to Escrow Agreement Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Xxxxx Xxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx”Xxxxx Xxxxxxxx” Address for Notice: 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX X0X 0X0 Securities: Class and Type (i.e. Value Securities or description Surplus Securities Number Certificate(s) (if applicable) Surplus Securities Common Shares 600,000 275,000 FORM 5D ESCROW AGREEMENT Page 25 (as at August 2002) Schedule “A” to Escrow Agreement Securityholder Name: Xxxx Xxxxxxxxx Xxxxxx Engineering Ltd. Signature: “Xxxx Xxxxxxxxx”Xxxxxx Xxxxxx” Address for Notice: Xxxxx 0000, 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0 Securities: Class and Type (i.e. Value Securities or description Surplus Securities Number Certificate(s) (if applicable) Surplus Securities Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s275,000 FORM 5D ESCROW AGREEMENT Page 26 (as at August 2002) (if applicable) Common Shares 200,000 SCHEDULE B(1B(3) – CPC TIER 1 SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% 1/10 of your escrow securities 82,500 Common shares [Insert date 6 months following Final Exchange Bulletin] 15% 1/6 of your remaining escrow securities 123,750 Common shares [Insert date 12 months following Final Exchange Bulletin] 15% 1/5 of your remaining escrow securities 123,750 Common shares [Insert date 18 months following Final Exchange Bulletin] 15% 1/4 of your remaining escrow securities 123,750 Common shares [Insert date 24 months following Final Exchange Bulletin] 15% 1/3 of your remaining escrow securities 123,750 Common shares [Insert date 30 months following Final Exchange Bulletin] 15% 1/2 of your remaining escrow securities 123,750 Common shares [Insert date 36 months following Final Exchange Bulletin] 15% all of your remaining escrow securities 123,750 Common shares TOTAL 100% * 825,000 Common shares *In the simplest case, case where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. FORM 5D ESCROW AGREEMENT Page 27 (as at August 2002) SCHEDULE B(2B(4) – TIER 1 ISSUER - 2 SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% no release nil [Insert date 6 months following Final Exchange Bulletin] 25% 1/20 of your escrow securities 41,250 Common shares [Insert date 12 months following Final Exchange Bulletin] 25% 1/19 of your remaining escrow securities 41,250 Common shares [Insert date 18 months following Final Exchange Bulletin] 25% 1/18 of your remaining escrow securities 41,250 Common shares [Insert date 24 months following Exchange Bulletin] 1/17 of your remaining escrow securities 41,250 Common shares [Insert date 30 months following Exchange Bulletin] 1/8 of your remaining escrow securities 82,500 Common shares [Insert date 36 months following Exchange Bulletin] 1/7 of your remaining escrow securities 82,500 Common shares [Insert date 42 months following Exchange Bulletin] 1/6 of your remaining escrow securities 82,500 Common shares [Insert date 48 months following Exchange Bulletin] 1/5 of your remaining escrow securities 82,500 Common shares [Insert date 54 months following Exchange Bulletin] 1/4 of your remaining escrow securities 82,500 Common shares [Insert date 60 months following Exchange Bulletin] 1/3 of your remaining escrow securities 82,500 Common shares Insert date 66 months following Exchange Bulletin] 1/2 of your remaining escrow securities 82,500 Common shares [Insert date 72 months following Exchange Bulletin] all of your remaining escrow securities 82,500 Common shares TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ 825,000 Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)shares FORM 5D ESCROW AGREEMENT Page 28
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. FORM 5D ESCROW AGREEMENT (as at June 14, 2010) COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Pxx Xxxxxxxx” Authorized signatory “Xxxxx XxxxxxxBxxxxxxxxx Xxxxxxxxx” Authorized signatory NY85 CAPITAL ALDERON RESOURCE CORP. “Sxxxxx Xxxxx” Authorized signatory ALTIUS RESOURCES INC. “Xxxxxxxxxxx XxxxBxxxx Xxxxxx” Authorized signatory Authorized signatory SignedFORM 5D ESCROW AGREEMENT (as at June 14, sealed and delivered by ) Xxxxxxxxxxx Xxxx in the presence of: ) ) Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation 2010) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Altius Resources Inc. Signature: “Xxxxxxxxxxx XxxxBxxxx Xxxxxx” Address for Notice: Sxxxx 000, Xxxxxxxx Xxxxxxxx Xxxxxx 00 Xxxxxxxx Xxxx St. John’s, NL A1B 3V7 Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx 32,285,006 FORM 5D ESCROW AGREEMENT (Xxxxas at June 14, 2010) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC — TIER 1 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10March 3, 2010 25 % [Insert date 6 months following Final Exchange Bulletin] 158,071,251 September 3, 2010 25 % [Insert date 12 months following Final Exchange Bulletin] 158,071,251 March 3, 2011 25 % [Insert date 18 months following Final Exchange Bulletin] 158,071,251 September 3, 2011 25 % [Insert date 24 months following Final Exchange Bulletin] 158,071,253 TOTAL 100 % [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * 32,285,006 *In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, case where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. FORM 5D ESCROW AGREEMENT (as at June 14, 2010) SCHEDULE B(3B(5) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ Altius Resources Inc. (the "“Securityholder"”) has subscribed for and agreed to purchasebeen issued, as principal, ⚫ 32,285,006 Common Shares of ⚫ Alderon Resource Corp. (the "“Escrowed Securities"”). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ Alderon Resource Corp. (the “Issuer”), ⚫ (the “Escrow Agent”) Computershare Investor Services Inc. and the Securityholder (the “Escrow Agreement”)Securityholder. The undersigned Securityholder undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ 6th day of ⚫December, 2010. Altius Resources Inc. (Name of Securityholder - please print) “Bxxxx Xxxxxx” (Authorized Signature) Authorized Signing Officer (Official Capacity - please print) Bxxxx Xxxxxx (Please print here name of individual whose signature appears above) FORM 5D ESCROW AGREEMENT (as at June 14, 2010) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ 6th day of ⚫December, 2010. “Bxxxx Xxxxxx” (Signature) Altius Minerals Corporation (Name of Controlling Securityholder – — please print) FORM 5D ESCROW AGREEMENT (Signatureas at June 14, 2010)
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the ExchangeCanadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” Authorized signatory “Xxxxx Xxxxxxx” Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” Odyssey Trust Company signed "Xxxxxxx Xxxxxx" Authorized signatory Authorized signatory CoinAnalyst Corp. signed "Xxxxxx Xxxxxx" Authorized signatory signed Xxxx Xxxx" Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx XXXXXX XXXXXX in the presence of: ) ) Xxxx Xxxxxxx ) Name Signature of Witness ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx signed "Xxxxxx Xxxxxx" XXXXXX XXXXXX Name of Witness ) ) ) ) ) Occupation ) If the Securityholder is not an individual: Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in MEMO NEWS AG _signed "Xxxxxx Xxxxxx" Authorized signatory Authorized signatory If the presence ofSecurityholder is not an individual: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in ACTIVEINTERNET INVEST UG signed "Xxxxxx Xxxxxxx" Authorized signatory Authorized signatory If the presence ofSecurityholder is not an individual: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) HBC INVEST GMBH _signed "Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Xxxx" Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: Xxxxxx Xxxxxx Securities: signed "Xxxxxx Xxxxxx" Class or description Number Certificate(s) (if applicable) Common Shares 600,000 2,221,713 Not Applicable Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Memo News AG Securities: signed "Xxxxxx Xxxxxx" Class or description Number Certificate(s) (if applicable) Common Shares 600,000 35,244,452 Not Applicable Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder 8,583,892 Not Applicable Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: activeInternet Invest UG Securities: signed "Xxxxxx Xxxxxxx" Securityholder Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities 908,884 Not Applicable Name: hbc Invest GmbH Securities: signed "Xxxxxx Xxxx" Schedule “B” to Escrow Agreement Acknowledgment and Agreement to be Released Total Number of Escrowed Securities Bound I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to me and that the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities are subject to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “an Escrow Agent”) and the Securityholder Agreement dated (the “Escrow Agreement”). The undersigned undertakes thatFor other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the extent reasonably possibleEscrow Agreement. Dated at on . Where the transferee is an individual: Signed, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any sealed and delivered by ) [Transferee] in the presence of: ) ) ) Signature of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Witness ) ) ) [Transferee] ) Name of Securityholder - please printWitness ) () Where the transferee is not an individual: [Transferee] Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)signatory
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Samples: Escrow Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES OLYMPIA TRUST COMPANY /s/ Xxxxx Xxxxxxxx Authorized signatory /s/ Xxxxx Xxxx Authorized signatory RESPECT YOUR UNIVERSE, INC. “Xxxxxxxxx Xxxxxxxx” /s/ Xxxxxxxx Xxxxxxxx Authorized signatory “Xxxxx Xxxxxxx” Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” Authorized signatory Authorized signatory FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx in the presence of: ) ) Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “/s/ Xxxxx Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxx Xxxxxxx ) ) ) ) ) Occupation ) FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxx Xxxxxx in the presence of: ) ) ) Name ) ) ) /s/ Xxxxx Xxxxxx Address ) Xxxxx Xxxxxx ) ) ) ) ) Occupation ) FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is not an individual: Boucheron Investments, Inc. /s/ Xxxx xx Xxxxxxx Authorized signatory /s/ Xxxxxxx Xxxxxxxx Authorized signatory FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is not an individual: Stenfanus Internacional, Inc. /s/ Xxxx xx Xxxxxxx Authorized signatory /s/ Xxxxxxx Xxxxxxxx Authorized signatory FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is not an individual: Ryalight Capital Corporation /s/ Clima X. Xxxx Authorized signatory /s/ Xxxxx Xxxxx Authorized signatory FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is not an individual: Isaiah Capital Trust /s/ Clima X. Xxxx Authorized signatory /s/ Xxxxx Xxxxx Authorized signatory FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxx Xxxxx in the presence of: ) ) ) Name ) ) ) /s/ Xxxxx Xxxxx Address ) Xxxxx Xxxxx ) ) ) ) ) Occupation ) FORM 5D ESCROW AGREEMENT (as at June 14, 2010) If the Securityholder is an individual: Signed, sealed and delivered by ) Xxx Xxxxxxx in the presence of: ) ) ) Name ) ) /s/ Xxx Xxxxxxx Address ) Xxx Xxxxxxx ) ) ) ) ) Occupation ) FORM 5D ESCROW AGREEMENT (as at June 14, 2010) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Xxx Xxxxxxx Signature: “Xxxxxxxxxxx Xxxx” /s/ Xxx Xxxxxxx Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case000 Xxxxx Xx Xxxxx, where there are no changes to the escrow securities initially deposited and no additional escrow securitiesXX, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)XX 00000
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. (The rest of this page is intentionally left blank) The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” EQUITY TRANSFER & TRUST COMPANY /S/ XXXXXXX XXXXXX Authorized signatory “Xxxxx Xxxxxxx” /S/ XXXXXXXX X. XXXXXXXX Authorized signatory NY85 BERKELEY CAPITAL INCCORP. “Xxxxxxxxxxx Xxxx” II /S/ XXXXXXX XXXXXXXX Authorized signatory Authorized signatory FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 22 Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx in the presence of: ) ) Xxxx Xxxxx Xxxxxx ) Name ) ) 000 Xxxxxxxx Xxxxxx ) /S/ XXXXXXX XXXXXXXX Address ) Xxxxxxx Xxxxxxxx ) Xxxxxxx, XX X0X0X0 ) ) ) Lawyer ) Occupation ) FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 23 Signed, sealed and delivered by ) Xxxxxxx Xxxxx in the presence of: ) ) Xxxxx X. Xxxxxx ) Name ) 00 Xxxxxx Xxxxxx ) /S/ XXXXXXX XXXXX Address ) Xxxxxxx Xxxxx ) Xxxxxxx, XX X0X 0X0 ) ) ) Investment Banking ) Occupation ) FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 24 Signed, sealed and delivered by ) Xxxxx X. Xxxxxx in the presence of: ) ) Xxxxxxx Xxxxxxx ) Name ) ) 000 Xxxx Xxxxxx, Xxxxx 000 ) “Xxxxxxxxxxx Xxxx” /S/ XXXXX X. XXXXXX Address ) Xxxxxxxxxxx Xxxx Xxxxx X. Xxxxxx ) Xxx Xxxxxxxxx, XX 00000 ) ) ) ) Attorney ) Occupation ) FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 25 Signed, sealed and delivered by ) Xxxx Xxxxx in the presence of: ) ) Xxxxx Xxxxx ) Name ) 000 Xxxxxxxx Xxxxxx ) /S/ XXXX XXXXX Address ) Xxxx Xxxxx London, ON ) ) ) Accountant ) Occupation ) FORM 2F (Xxxxas at April 13, 2005) CPC ESCROW AGREEMENT Page 26 Signed, sealed and delivered by ) Xxxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) 000 Xxxxxxxx Xxxxxx ) ) “Xxxx (Xxxx) Xxxxxxxxx” /S/ XXXXX XXXXXXXXX Address ) Xxxx (XxxxXxxxx Xxxxxxxxx ) Xxxxxxxxx Xxxxxxx, XX X0X0X0 ) ) ) ) Lawyer ) Occupation ) FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 27 Signed, sealed and delivered by ) Xxxxx Xxxxxx in the presence of: ) ) Xxxxx Xxxxxxxxx ) Name ) ) 000 Xxxxxx Xxxxx Xxx ) /S/ XXXXX XXXXXX Address ) Xxxxx Xxxxxx ) Xxxxxxx, XX X0X 0X0 ) ) ) CFO / Chartered Accountant ) Occupation ) FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 28 Signed, sealed and delivered by ) Xxxxx Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) 000 Xxxxxxxx Xxxxxx ) ) “Xxxx Xxxxxxxxx” /S/ XXXXX XXXX Address ) Xxxxx Xxxx Xxxxxxxxx ) Xxxxxxx, XX X0X0X0 ) ) ) ) Lawyer ) Occupation ) FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 29 Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx Xxxx Xxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx Xxxx Calendar ) Name ) ) Providenciales ) “Xxxxxxx Xxxxxxx” /S/ XXXX XXXXXX Address ) Xxxxxxx Xxxxxxx Xxxx Xxxxxx ) Turks and Caicos Islands ) ) ) ) Chartered Accountant ) Occupation ) Schedule FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 30 SCHEDULE “A” to Escrow Agreement TO ESCROW AGREEMENT Securityholder Name: Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx Signature: “Xxxxxxxxxxx Xxxx” /S/ XXXXXXX XXXXXXXX Address for Notice: 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 1,333,333 C-2 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 31 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Xxxxxxx Xxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” /S/ XXXXXXX XXXXX Address for Notice: 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 1,333,333 C-3 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 32 Securityholder Name: Xxxx Xxxxxxxxx Xxxxx X. Xxxxxx Signature: “Xxxx Xxxxxxxxx” /S/ XXXXX X. XXXXXX Address for Notice: 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 1,333,333 C-1 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 33 Securityholder Name: Xxxxxxx Xxxxxxx Xxxx Xxxxx Signature: “Xxxxxxx Xxxxxxx” /s/ XXXX XXXXX Address for Notice: 0000 Xxxxxxxxxx Xxx. Xxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 450,000 C-8 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 34 Securityholder Name: Xxxxx Xxxxxxxxx Signature: /S/ XXXXX XXXXXXXXX Address for Notice: 000 Xxxxxx Xxxxx Xxx. Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common 450,000 C-5 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 35 Securityholder Name: Xxxxx Xxxxxx Signature: /s/ XXXXX XXXXXX Address for Notice: 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common 200,000 C-7 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 36 Securityholder Name: Xxxxx Xxxx Signature: /S/ XXXXX XXXX Address for Notice: 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common 450,000 C-4 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 37 Securityholder Name: Xxxx Xxxxxx Signature: /S/ XXXX XXXXXX Address for Notice: 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common 450,000 C-6 FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 38 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% 1/10 of your escrow securities 599,999 [Insert date 6 months following Final Exchange Bulletin] 15% 1/6 of your remaining escrow securities 900,000 [Insert date 12 months following Final Exchange Bulletin] 15% 1/5 of your remaining escrow securities 900,000 [Insert date 18 months following Final Exchange Bulletin] 15% 1/4 of your remaining escrow securities 900,000 [Insert date 24 months following Final Exchange Bulletin] 15% 1/3 of your remaining escrow securities 900,000 [Insert date 30 months following Final Exchange Bulletin] 15% 1/2 of your remaining escrow securities 900,000 [Insert date 36 months following Final Exchange Bulletin] 15% all of your remaining escrowed securities 900,000 TOTAL 100% 5,999,999 * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. FORM 2F (as at April 13, 2005) CPC ESCROW AGREEMENT Page 39 SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% 1/4 of your escrow securities 1,499,999 [Insert date 6 months following Final Exchange Bulletin] 25% 1/3 of your remaining escrow securities 1,500,000 [Insert date 12 months following Final Exchange Bulletin] 25% 1/2 of your remaining escrow securities 1,500,000 [Insert date 18 months following Final Exchange Bulletin] 25% all of your remaining escrowed securities 1,500,000 TOTAL 100% 5,999,999 * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3FORM 2F (as at April 13, 2005) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ CPC ESCROW AGREEMENT Page 40 ASSIGNMENT AGREEMENT This Assignment Agreement (this “Agreement”) is being executed and delivered as of June 5, 2009 by Berkeley Capital Corp. II, a corporation existing under the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares laws of ⚫ the Province of Ontario (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “IssuerAssignor”), ⚫ Med BioGene Inc., a corporation existing under the laws of the Province of British Columbia (the “Assignee”), Equity Transfer & Trust Company (“Escrow Agent”) and those individuals (“Shareholders”) holding escrowed securities of the Securityholder Assignor (the “Escrow AgreementAssignor Securities”). The undersigned undertakes that, to in connection with the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any closing of its securities the Assignor’s Qualifying Transaction (as that could reasonably result term is defined in a change of its control without the prior consent Policy 2.4 of the TSX Venture ExchangeExchange (the “TSXV”) Corporate Finance Manual (the “Manual”)). Assignor, Assignee, Escrow Agent and Shareholders are sometimes referred to hereafter as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)“Parties”.
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” [Escrow Agent] __________________________________________ Authorized signatory “Xxxxx Xxxxxxx” __________________________________________ Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” [Issuer] __________________________________________ Authorized signatory __________________________________________ Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx [Securityholder] in the presence of: ) ) Xxxx Xxxxxxx __________________________________________) Name ) ) _________________________________________ ) “Xxxxxxxxxxx Xxxx” ________________________ Address ) Xxxxxxxxxxx Xxxx [Securityholder] ) __________________________________________) ) ) ) __________________________________________) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in If the presence ofSecurityholder is not an individual: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) [Securityholder] __________________________________________ Authorized signatory __________________________________________ Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. . (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. . (Signature) (Name of Controlling Securityholder – please print) (Signature)) (Name of Controlling Securityholder – please print) FORM 2F CPC ESCROW AGREEMENT Page 24
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Samples: CPC Escrow Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” Authorized signatory “Xxxxx Xxxxxxx” Authorized signatory NY85 CAPITAL INC. “Xxxxxxxxxxx Xxxx” 14 VUZIX CORPORATION Authorized signatory Authorized signatory Signed, sealed and delivered by ) Xxxxxxxxxxx Pxxx Xxxxxxx in the presence of: ) ) Signature of Witness ) ) ) Name ) Pxxx Xxxxxxx Signed, sealed and delivered by ) Gxxxx Xxxxxxx in the presence of: ) ) Signature of Witness ) ) ) Name ) Gxxxx Xxxxxxx Signed, sealed and delivered by ) Pxxx Xxxxxxxxxx in the presence of: ) ) Signature of Witness ) ) ) Name ) Pxxx Xxxxxxxxxx Signed, sealed and delivered by ) Sxxxxx Xxxx in the presence of: ) ) Xxxx Xxxxxxx Signature of Witness ) ) ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Sxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Axxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx Signature of Witness ) ) ) Name ) ) ) “Axxx Xxxxxxx Xxxxxxx” Address ) XXXXXXX FAMILY LLC Pxxx Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Schedule Authorized Signatory SCHEDULE “A” to Escrow Agreement TO ESCROW AGREEMENT Securityholder Name: Xxxxxxxxxxx Xxxx Pxxx Xxxxxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: • Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicableApplicable) Shares of Common Shares 600,000 Stock 70,239,611 Stock Options 1,673,808 17 SCHEDULE “A” TO ESCROW AGREEMENT Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Gxxxx Xxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: • Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicableApplicable) Shares of Common Shares 600,000 Stock 11,913,777 Stock Options 374,256 18 SCHEDULE “A” TO ESCROW AGREEMENT Securityholder Name: Xxxx Xxxxxxxxx Pxxx Xxxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: • Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicableApplicable) Shares of Common Shares 600,000 Stock 20,278,453 Stock Options 174,256 19 SCHEDULE “A” TO ESCROW AGREEMENT Securityholder Name: Xxxxxxx Xxxxxxx Sxxxxx Xxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: • Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicableApplicable) Shares of Common Stock 3,209,011 Stock Options 268,120 20 SCHEDULE “A” TO ESCROW AGREEMENT Securityholder Name: Axxx Xxxxxxx Signature: Address for Notice: • Securities: Class and Type (i.e. Value Securities or Surplus Securities) Number Certificate(s) (if Applicable) Stock Options 60,000 21 SCHEDULE “A” TO ESCROW AGREEMENT Securityholder Name: Txxxxxx Family LLC Signature: Address for Notice: • Securities: Class and Type (i.e. Value Securities or Surplus Securities) Number Certificate(s) (if Applicable) Shares 200,000 of Common Stock 834,285 22 SCHEDULE B(1) – CPC — TIER 1 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities Escrowed Securities Release Dates to be Released to be Released [Insert date of Final Exchange Bulletin] 1025 % [Insert date 6 months following Final Exchange Bulletin] 1525 % [Insert date 12 months following Final Exchange Bulletin] 1525 % [Insert date 18 months following Final Exchange Bulletin] 1525 % TOTAL 100 % * In the simplest case where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. 23 SCHEDULE B(2) — TIER 2 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES Timed Release Percentage of Total Total Number of Escrowed Securities Escrowed Securities Release Dates to be Released to be Released [Insert date of Exchange Bulletin] 10 % [Insert date 6 months following Exchange Bulletin] 15 % [Insert date 12 months following Exchange Bulletin] 15 % [Insert date 18 months following Exchange Bulletin] 15 % [Insert date 24 months following Final Exchange Bulletin] 1515 % [Insert date 30 months following Final Exchange Bulletin] 1515 % [Insert date 36 months following Final Exchange Bulletin] 1515 % TOTAL 100100 % * In the simplest case, case where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. 24 SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ • (the "“Securityholder"”) has subscribed for and agreed to purchase, as principal, ⚫ Common Shares • shares of ⚫ common stock of • (the "“Escrowed Securities"”). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ Vuzix Corporation (the “Issuer”), ⚫ (the “Escrow Agent”) Computershare Investor Services Inc. and the Securityholder (the “Escrow Agreement”)Securityholder. The undersigned Securityholder undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrowthe Issuer remains listed on the TSX Venture Exchange. DATED this ⚫ • day of ⚫December, 2009. (Name of Securityholder - — please print) (Authorized Signature) (Official Capacity - — please print) (Please print here name of individual whose signature appears above) 25 The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrowthe Issuer remains listed on the TSX Venture Exchange. DATED this ⚫ • day of ⚫December, 2009. (Signature) (Name of Controlling Securityholder – — please print) (Signature)
Appears in 1 contract
Samples: Escrow Agreement (Vuzix Corp)
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. FORM 5D ESCROW AGREEMENT Page 19 (as at June 14, 2010) COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” (signed) "Mxxx Xxxxxx" Authorized signatory “Xxxxx Xxxxxxx” (signed) "Axxxx Xxxx" Authorized signatory NY85 CAPITAL INCPREMIUM NICKEL RESOURCES LTD. “Xxxxxxxxxxx Xxxx” (signed) "Kxxxx Xxxxxxxx" Authorized signatory (signed) "Sxxxx Xxxxxx Xxx" Authorized signatory SignedDXXXXX XXXXX (signed) "Dxxxxx Xxxxx" Authorized Signatory ARNOLDUS BRAND (signed) "Arnoldus Brand" Authorized Signatory GXXXX XXXXXXX BXXXX (signed) "Gxxxx Xxxxxxx Bxxxx" Authorized Signatory NXXXXXX XXXXXXXXX (signed) "Nxxxxxx Xxxxxxxxx" Authorized Signatory (as at June 14, sealed and delivered by 2010) Xxxxxxxxxxx RXXXXX XXXX WXXXXX XXXXXXXXX (signed) "Rxxxxx Xxxx in the presence of: Wxxxxx Xxxxxxxxx" Authorized Signatory LXXX XXXXXXX (signed) ) Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx "Lxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (" Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)Signatory
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. FORM 5D ESCROW AGREEMENT Page 19 (as at June 14, 2010) COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” (signed) "Xxxx Xxxxxx" Authorized signatory “(signed) "Xxxxx Xxxxxxx” Xxxx" Authorized signatory NY85 PREMIUM NICKEL RESOURCES LTD. (signed) "Xxxxx Xxxxxxxx" Authorized signatory (signed) "Xxxxx Xxxxxx Xxx" Authorized signatory XXXXX XXXXXXXX (signed) "Xxxxx Xxxxxxxx" Authorized signatory BRENIKLAN LIMITED (signed) "Xxxxx Xxxxxxxx" Authorized signatory LACNIKDON LIMITED (signed) "Xxxxx Xxxxxxxx" Authorized signatory (as at June 14, 2010) XXXXXXX XXXXXX (signed) "Xxxxxxx Xxxxxx" Authorized signatory XXXXXXX XXXXXXXXX (signed) "Xxxxxxx Xxxxxxxxx" Authorized signatory THREED CAPITAL INC. “Xxxxxxxxxxx Xxxx” (signed) "Xxxxxxx Xxxxxxxxx" Authorized signatory XXXXXX XXXXXXXX (signed) "Xxxxxx Xxxxxxxx" Authorized signatory Signed2412503 ONTARIO INC. (signed) "Xxxx Xxxxxxxx" Authorized signatory XXXX XXXXXXXXX (signed) "Xxxx Xxxxxxxxx" Authorized signatory (as at June 14, sealed and delivered by 2010) Xxxxxxxxxxx XXXX XXXXXXX (signed) "Xxxx in the presence of: Xxxxxxx" Authorized signatory XXXXX XXXXXX XXX (signed) ) Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) "Xxxxx Xxxxxx Xxx" Authorized signatory XXXX XXXXXX XXXXXXXX (signed) Name "Xxxx Xxxxxx Xxxxxxxx" Authorized signatory KNEIPE SETLHARE (signed) "Kneipe Setlhare" Authorized signatory MONTWEDI MPHATHI (signed) "Montwedi Mphathi" Authorized signatory XXXXXXX X. XXXXX (signed) “Xxxx "Xxxxxxx X. Xxxxx" Authorized signatory (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signedas at June 14, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation 2010) Schedule “"A” " to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Xxxxx Xxxxxxxx Signature: “Xxxxxxxxxxx Xxxx” (signed) "Xxxxx Xxxxxxxx" Address for Notice: [Redacted – Personal Information] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature):
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Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. [signature pages follows] EQUITY FINANCIAL TRUST COMPANY “Xxxxxxxxx XxxxxxxxXxxxxxx Xxx” Authorized signatory “Xxxxx Xxxx X. Xxxxxxx” Authorized signatory NY85 CAPITAL INCUGE INTERNATIONAL LTD. “Xxxxxxxxxxx XxxxNicolas Blitterswyk” Authorized signatory Authorized signatory Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx Nicolas Blitterswyk in the presence of: ) ) Xxxx Xxxxxxx ) Name ) ) “Nicolas Blitterswyk” ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx Nicolas Blitterswyk ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx Xxx Xxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) “Xxx Xxx” ) Address ) Xxx Xxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxxxx Xxx in the presence of: ) ) ) Name ) ) “Xxxx (XxxxXxxxxxxxx Xxx” ) Xxxxxxxxx” Address ) Xxxx (XxxxXxxxxxxxx Xxx ) Xxxxxxxxx ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxx Xxxxxxx in the presence of: ) ) ) Name ) ) “Xxxxx Xxxxxxx” ) Address ) Xxxxx Xxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” ) Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxxx Xxxxxxx” ) Address ) Xxxxxxx Xxxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxx Xxx Xxxx in the presence of: ) ) ) Name ) ) “Xxxxx Xxx Xxxx” ) Address ) Xxxxx Xxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx XxXxxxxx in the presence of: ) ) ) Name ) ) “Xxxxxxx XxXxxxxx” ) Address ) Xxxxxxx XxXxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxx in the presence of: ) ) ) Name ) ) “Xxxxxxx Xxxx” ) Address ) Xxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xx Xxx in the presence of: ) ) ) Name ) ) “Xx Xxx” ) Address ) Xx Xxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Blitterswyk in the presence of: ) ) ) Name ) ) “Xxxxxxx Blitterswyk” ) Address ) Xxxxxxx Blitterswyk ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxx Xxxx in the presence of: ) ) ) Name ) ) “Xxx Xxxx” ) Address ) Xxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxx in the presence of: ) ) ) Name ) ) “Xxxx Xxxx” ) Address ) Xxxx Xxxx ) ) ) ) ) Occupation ) XXXXXX XXXXX HI-TECH INVESTMENTS LIMITED Per: “Yang Baoxin” Name: YANG BAOXIN Title: DIRECTOR Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)
Appears in 1 contract
Samples: Escrow Agreement Value Security
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” /s/ Xx Xxxxx Authorized signatory “Xxxxx Xxxxxxx” /s/ Xxxxxxx Xxxx Authorized signatory NY85 ALEXANDRA CAPITAL INCCORP. “Xxxxxxxxxxx Xxxx” Per: /s/ Xxxxxxx Xxxx Authorized signatory Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxxxxx X. Xxxx in the presence of: ) ) Xxxx Xxxxxxx Xxxxx Xxxxxxxx ) Name ) ) #403 – 0000 Xxxxxx Xxxxxx ) “Xxxxxxxxxxx Xxxx” /s/ Xxxxxxx X. Xxxx Address ) Xxxxxxxxxxx Xxxx XXXXXXX X. XXXX ) Xxxxxxx, XX X0X 0X0 ) ) ) ) Executive Assistant ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” /s/ Xxxxx Xxxxxx Xxxxxxx Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx XXXXX XXXXXX XXXXXXX ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx Xxxxxxx ) Name ) 000 X. 00xx Xxx. ) ) “/s/ Xxxxxxx Xxxxxxx” Xxxx Xxxxxxxxx Address ) Xxxxxxx Xxxxxxx XXXXXXX XXXX XXXXXXXXX ) Xxxxxxxxx, XX X0X 0X0 ) ) ) ) Student Support Worker ) Occupation ) LINKSON HOLDINGS LIMITED Per: /s/ Xxxxx Xxxxxx Xxxxxxx Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxxxxx X. Xxxx Signature: “Xxxxxxxxxxx Xxxx” /s/ Xxxxxxx X. Xxxx Address for Notice: 000-000 Xxxxxxxxx Xxxx Xxxxxxxxx, X.X. X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 1,500,000 Schedule “A” to Escrow Agreement Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Signature: “Xxxx (Xxxx) Xxxxxxxxx” /s/ Xxxxx Xxxxxx Xxxxxxx Address for Notice: 00 Xxxxxxxxx Xxxxxx Xxxxxxxxx 000000 Xxxxxxxxx Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 4,000,000 Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxx Xxxx Xxxxxxxxx Signature: “/s/ Xxxxxxx Xxxx Xxxxxxxxx” Xxxxxxxxx Address for Notice: 000 Xxxx 00xx Xxxxxx Xxxxxxxxx, X.X. X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 500,000 Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxx Xxxxxxx Linkson Holdings Limited Signature: “/s/ Xxxxx Xxxxxx Xxxxxxx Xxxxxxx” Address for Notice: 00 Xxxxxxxxx Xxxxxx Xxxxxxxxx 000000 Xxxxxxxxx Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 2,000,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)
Appears in 1 contract
Samples: CPC Escrow Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the ExchangeTSX and notice is given to the TSX. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INTELLIPHARMACEUTICS INTERNATIONAL INC. Signed “Xxxxxxxxx XxxxxxxxIsa Odidi” Authorized signatory Signed “Xxxxx Xxxxx” Authorized signatory CIBC MELLON TRUST COMPANY Signed “Xxxxxxx Xx Xxxx” Authorized signatory Signed “Xxxxx Xxxxxxx” Authorized signatory NY85 CAPITAL ODIDI HOLDINGS INC. (formerly INTELLIPHARMACEUTICS INC.) Signed “Xxxxxxxxxxx XxxxIsa Odidi” Authorized signatory Signed “Xxxxx Xxxxx” Authorized signatory Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx in the presence of: ) ) Xxxx Xxxxxxx ) Name ) ) ) “Xxxxxxxxxxx Xxxx” Address ) Xxxxxxxxxxx Xxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx” Address ) Xxxx (Xxxx) Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ) Name ) ) ) “Xxxx Xxxxxxxxx” Address ) Xxxx Xxxxxxxxx ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) ) Occupation ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Signature: “Xxxxxxxxxxx Xxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Odidi Holdings Inc. Common Shares 600,000 Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Signature: 5,997,751 Schedule “Xxxx (Xxxx) XxxxxxxxxB” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxx Xxxxxxxxx Signature: “Xxxx Xxxxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to Escrow Agreement Acknowledgment and Agreement to be Released Total Number of Escrowed Securities Bound I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to me and that the escrow securities initially deposited and no additional escrow securitiesare subject to an Escrow Agreement dated October 22, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder 2009 (the “Escrow Agreement”). The undersigned undertakes thatFor other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities as if I were an original signatory to the extent reasonably possibleEscrow Agreement. Dated at ____________________ on ______________. Where the transferee is an individual: Signed, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any sealed and delivered ) in the presence of: ) ) _________________________________________ ) Signature of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Witness ) ) ___________________________ ) [Transferee] _________________________________________ ) Name of Securityholder - please printWitness ) () Where the transferee is not an individual: [Transferee] _________________________________________ Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)signatory _________________________________________ Authorized signatory
Appears in 1 contract
Samples: Escrow Agreement (IntelliPharmaCeutics International Inc.)
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” TRUST COMPANY OF CANADA Per: (Signed) Xxxx Sasiniuk Authorized signatory “Xxxxx Xxxxxxx” Per: (Signed) Xxxxxxxxx Xxxxxxxx Authorized signatory NY85 ADDED CAPITAL INCCORP. “Xxxxxxxxxxx Xxxx” Per: (Signed) Xxxxx X. Xxxxx Authorized signatory Per: (Signed0 Xxxxxx X. Xxxxx Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx Xxxxxxx in the presence of: ) ) Xxxx Xxxxxxx _(Signed) Xxxxxx X. XxXxxxx ) Name ) ) Xxxxxx X. XxXxxxx ) “(Signed) Xxxxxxxxxxx Xxxx” Xxxxxxx Address ) Xxxxxxxxxxx Xxxx Xxxxxxx ) Xxxxx 000, 000 – 00xx Xxx. X. X., Xxxxxxx, Xxxxxxx X0X 0X0 ) ) ) ) Barrister and Solicitor ) Occupation ) Signed, sealed and delivered by ) Xxxx (Xxxx) Xxxxxxxxx Xxxxxx X. Xxxxx in the presence of: ) ) Xxxxx (Signed) Xxxxxx X. XxXxxxx ) Name ) ) Xxxxxx X. XxXxxxx ) “Xxxx (XxxxSigned) Xxxxxxxxx” Xxxxxx X. Xxxxx Address ) Xxxx (XxxxXxxxxx X. Xxxxx ) Xxxxxxxxx Xxxxx 000, 000 – 00xx Xxx. X. X., Xxxxxxx, Xxxxxxx X0X 0X0 ) ) ) ) Barrister and Solicitor ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx Xxxxx X. Xxxxx in the presence of: ) ) Xxxxx (Signed) Xxxxxx X. XxXxxxx ) Name ) ) Xxxxxx X. XxXxxxx ) “Xxxx Xxxxxxxxx” (Signed) Xxxxx X. Xxxxx Address ) Xxxx Xxxxxxxxx Xxxxx X. Xxxxx ) Xxxxx 000, 000 – 00xx Xxx. X. X., Xxxxxxx, Xxxxxxx X0X 0X0 ) ) ) ) ) Occupation ) Signed, sealed Barrister and delivered by ) Xxxxxxx Xxxxxxx in the presence of: ) ) Xxxxxx Xxxxxxx ) Name ) ) ) “Xxxxxxx Xxxxxxx” Address ) Xxxxxxx Xxxxxxx ) ) ) ) Solicitor ) Occupation ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx X. Xxxxxxx Signature: “(Signed) Xxxxxxxxxxx Xxxx” X. Xxxxxxx Address for Notice: 000 Xxxxxxxxx Xxxxx X. X. Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 900,000 1-C Securityholder Name: Xxxx (Xxxx) Xxxxxxxxx Xxxxxx X. Xxxxx Signature: “Xxxx (XxxxSigned) Xxxxxxxxx” Xxxxxx X. Xxxxx Address for Notice: 000 Xxxxxx Xxxxx Dr. S. W. Calgary, Alberta T3H 2Z1 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 50,000 2-C Securityholder Name: Xxxx Xxxxxxxxx Xxxxx X. Xxxxx Signature: “Xxxx Xxxxxxxxx” (Signed) Xxxxx X. Xxxxx Address for Notice: 0000 – 0xx Xxxxxx X. X. Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 50,000 3-C SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% 1/10 of your escrow securities 100,000 [Insert date 6 months following Final Exchange Bulletin] 15% 1/6 of your remaining escrow securities 150,000 [Insert date 12 months following Final Exchange Bulletin] 15% 1/5 of your remaining escrow securities 150,000 [Insert date 18 months following Final Exchange Bulletin] 15% 1/4 of your remaining escrow securities 150,000 [Insert date 24 months following Final Exchange Bulletin] 15% 1/3 of your remaining escrow securities 150,000 [Insert date 30 months following Final Exchange Bulletin] 15% 1/2 of your remaining escrow securities 150,000 [Insert date 36 months following Final Exchange Bulletin] 15% all of your remaining escrowed securities 150,000 TOTAL 100% 1,000,000 * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% 1/4 of your escrow securities [Insert date 6 months following Final Exchange Bulletin] 25% 1/3 of your remaining escrow securities [Insert date 12 months following Final Exchange Bulletin] 25% 1/2 of your remaining escrow securities [Insert date 18 months following Final Exchange Bulletin] 25% all of your remaining escrowed securities TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)
Appears in 1 contract
Samples: CPC Escrow Agreement
Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. COMPUTERSHARE INVESTOR SERVICES INC. “Xxxxxxxxx Xxxxxxxx” Authorized signatory “”Xxxxx Xxxxxxx” Authorized signatory NY85 ”Xxxx Xxxxxx” Authorized signatory CCS CAPITAL INC. “Xxxxxxxxxxx ”Xxxxxx Xxxx” Authorized signatory ”Xxxxx Xxxxxx” Authorized signatory Signed, sealed and delivered by ) Xxxxxxxxxxx Xxxx Xxx Xxxxx in the presence of: ) ) Xxxx Xxxxxxx ”Witnessed” ) Name ) ) ) “Xxxxxxxxxxx Xxxx_”Signed” Address ) Xxxxxxxxxxx Xxxx XXX XXXXX ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxx Xxxx (Xxxx) Xxxxxxxxx in the presence of: ) ) Xxxxx Xxxxxx ”Witnessed” ) Name ) ) ) “Xxxx (Xxxx) Xxxxxxxxx”Signed” Address ) Xxxx (Xxxx) Xxxxxxxxx XXXXXX XXXX ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxx Xxxxx Xxxxxx in the presence of: ) ) Xxxxx Xxxxxx ”Witnessed” ) Name ) ) ) “Xxxx Xxxxxxxxx”Signed” Address ) XXXXX XXXXXX ) ) ) ) ) Occupation ) 0791044 B.C. LTD. _”Signed” Authorized signatory Authorized signatory XXXXX HOLDINGS INC. _”Signed” Authorized signatory Authorized signatory CANACCORD CAPITAL CORPORATION on behalf of Xxxxxxxxxx Xxxxxxxxxxx _”Signed” Authorized Signatory Signed, sealed and delivered by ) Xxxx Xxxxxxxxx Xxxxx in the presence of: ) ) ”Witnessed” ) Name ) ) ) _”Signed” Address ) XXXX XXXXX ) ) ) ) ) Occupation ) CANACCORD CAPITAL CORPORATION on behalf of Alexander Hockey-Xxxxxxx _”Signed” Authorized Signatory Signed, sealed and delivered by ) Cam Xxxxx in the presence of: ) ) ”Witnessed” ) Name ) ) ) ”Signed” Address ) CAM XXXXX ) ) ) ) ) Occupation ) Signed, sealed and delivered by ) Xxxxxxx Xxxxxxx Xxxx in the presence of: ) ) Xxxxxx Xxxxxxx ”Witnessed” ) Name ) ) ) “Xxxxxxx Xxxxxxx_”Signed” Address ) Xxxxxxx Xxxxxxx XXXXXXX XXXX ) ) ) ) ) Occupation ) CANACCORD CAPITAL CORPORATION on behalf of Xxx Sheremeto _”Signed” Authorized Signatory CANACCORD CAPITAL CORPORATION on behalf of Xxxxxx Xxxx _”Signed” Authorized Signatory CANACCORD CAPITAL CORPORATION on behalf of Xxxxxxx Gaasenbeek _”Signed” Authorized Signatory Signed, sealed and delivered by ) Xxxxx Xxxxx in the presence of: ) ) ”Witnessed” ) Name ) ) ) _”Signed” Address ) XXXXX XXXXX ) ) ) ) ) Occupation ) CANACCORD CAPITAL CORPORATION on behalf of Xxxxxx Xxxxxxxx _”Signed” Authorized Signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxxxxx Xxxx Xxx Xxxxx Signature: “Xxxxxxxxxxx XxxxSigned” Address for Notice: 0 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 100,000 Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxx Xxxx (Xxxx) Xxxxxxxxx Signature: “Xxxx (Xxxx) XxxxxxxxxSigned” Address for Notice: 000 X. 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 100,000 Schedule “A” to Escrow Agreement Securityholder Name: Xxxx Xxxxxxxxx Xxxxx Xxxxxx Signature: “Xxxx XxxxxxxxxSigned” Address for Notice: 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0 Securities: Class or description Number Certificate(s) (if applicable) Common Shares 600,000 100,000 Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxx Xxxxxxx Signature: “Xxxxxxx Xxxxxxx” Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Common Shares 200,000 SCHEDULE B(1) – CPC ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 10% [Insert date 6 months following Final Exchange Bulletin] 15% [Insert date 12 months following Final Exchange Bulletin] 15% [Insert date 18 months following Final Exchange Bulletin] 15% [Insert date 24 months following Final Exchange Bulletin] 15% [Insert date 30 months following Final Exchange Bulletin] 15% [Insert date 36 months following Final Exchange Bulletin] 15% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange Bulletin] 25% [Insert date 6 months following Final Exchange Bulletin] 25% [Insert date 12 months following Final Exchange Bulletin] 25% [Insert date 18 months following Final Exchange Bulletin] 25% TOTAL 100% * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares of ⚫ (the "Escrowed Securities"). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between ⚫ (the “Issuer”), ⚫ (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”). The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day of ⚫. (Signature) (Name of Controlling Securityholder – please print) (Signature)0791044 B.C. Ltd.
Appears in 1 contract
Samples: CPC Escrow Agreement
