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. [Escrow Agent] Authorized signatory Authorized signatory [Issuer] Authorized signatory Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) 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 2 contracts
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. [Balance of this page intentionally left blank. Signature page follows.] The Parties have executed and delivered this Agreement as of the date set out above. [Escrow Agent] ENDEAVOR TRUST CORPORATION /s/ “Dxxxx Xxxxxx” Authorized signatory /s/ “Cxxxxxxxx Xxxx” Authorized signatory [Issuer] SOLARBANK CORPORATION /s/ “Dx. Xxxxxxx Xx” Authorized signatory Authorized Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 550,000 Warrants 1,725,000 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 550,000 Warrants 1,725,000 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 550,000 Warrants 1,725,000 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,174,517 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,174,517 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,174,518 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,174,518 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,346,280 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 494,520 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,588,603 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 550,000 Warrants 1,100,000 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,278,613 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,599,990 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,237,120 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,483,604 Schedule “A” to Escrow Agreement Securityholder Name: [Redacted] Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,500,000 Schedule “B” to Escrow Agreement Acknowledgment and Agreement to be Bound I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated __________________________ (the “Escrow Agreement”). For 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 If to the Securityholder Escrow Agreement. Dated at ____________________ on ______________. Where the transferee is an individual: Signed, sealed and delivered by ) [SecurityholderTransferee] in the presence of: ) ) ) Name Signature of Witness ) ) ) Address ) [SecurityholderTransferee] ) ) Name of Witness ) ) ) Occupation ) If Where the Securityholder transferee is not an individual: [SecurityholderTransferee] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) 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
Appears in 1 contract
Samples: Escrow Agreement (SolarBank 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. [Escrow Agent] Computershare Trust Company of Canada /s/ Xxxxxx Xxx Authorized signatory /s/ Xxxxxxxxxx Xxxxxxxxx Authorized signatory [Issuer] Desert Gold Ventures Inc. /s/ Xxxxx Xxxxxx Authorized signatory If the Securityholder is not an individual: TransAfrika Resources Limited (Mauritius) /s/ Roeland HH van Kerckhoven Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: TransAfrika Resources Limited (Mauritius) Signature: /s/ Roeland HH van Kerckhoven 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 van Kerckhoven Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: TransAfrika Resources Limited (Mauritius) in trust Signature: /s/ Roeland HH van Kerckhoven 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 ) [Securityholder] in the presence of: ) ) Xxxxxxxx Xxxx ) Name ) ) ) /s/ Xxxxx Xxxxx Address ) [Securityholder] Xxxxx Xxxxx ) REDACTED ) ) ) Manager Corporate Governance ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxx Xxxxx Signature: /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 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. [Escrow Agent] COMPUTERSHARE TRUST COMPANY OF CANADA __________________________________________ Authorized signatory __________________________________________ Authorized signatory [Issuer] ORAGENICS, INC. __________________________________________ Authorized signatory __________________________________________ Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC. __________________________________________ Authorized signatory __________________________________________ Authorized signatory Schedule “SCHEDULE "A” to Escrow Agreement " TO ESCROW AGREEMENT Securityholder Name: UNIVERSITY OF FLORIDA Signature: ________________________________________ Address for Notice: 000 Xxxxxxx Xxxx, Gainesville FL 32611 Securities: Class and Type (i.e. Value Securities or description Surplus Securities Number Certificate(s) (if applicable) Value Securities SCHEDULE B(1) – CPC - TIER 1 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates 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% 1/4 of your escrow securities [Insert date 6 months following Final Exchange Bulletin] 15% 1/3 of your remaining escrow securities [Insert date 12 months following Final Exchange Bulletin] 15% 1/2 of your remaining escrow securities [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% all of your remaining escrow securities TOTAL 100% * 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 [Insert date of Exchange Bulletin] 1/10 of your escrowed securities [Insert date 6 months following Exchange Bulletin] 1/6 of your remaining escrow securities [Insert date 12 months following Exchange Bulletin] 1/5 of your remaining escrow securities [Insert date 18 months following Exchange Bulletin] 1/4 of your remaining escrow securities [Insert date 24 months following Exchange Bulletin] 1/3 of your remaining escrow securities [Insert date 30 months following Exchange Bulletin] 1/2 of your remaining escrow securities [Insert date 36 months following Exchange Bulletin] all of your remaining escrow 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(2B(3) – - TIER 1 ISSUER - SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates 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% 1/10 of your escrow securities [Insert date 6 months following Final Exchange Bulletin] 25% 1/6 of your remaining escrow securities [Insert date 12 months following Final Exchange Bulletin] 25% 1/5 of your remaining escrow securities [Insert date 18 months following Final Exchange Bulletin] 25% 1/4 of your remaining escrow securities [Insert date 24 months following Exchange Bulletin] 1/3 of your remaining escrow securities [Insert date 30 months following Exchange Bulletin] 1/2 of your remaining escrow securities [Insert date 36 months following Exchange Bulletin] all of your remaining escrow securities 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%15% after completion of the release on the date of the Exchange Bulletin. SCHEDULE B(3B(4) UNDERTAKING - TIER 2 SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF HOLDING COMPANY TO: THE TSX VENTURE EXCHANGE ⚫ (the "Securityholder") has subscribed for and agreed to purchase, as principal, ⚫ Common Shares SECURITIES Timed Release RELEASE DATES Percentage of ⚫ (the "Escrowed Securities"). The Total 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 Released Total Number 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 Released [Insert date of ⚫. (Name Exchange Bulletin] no release [Insert date 6 months following Exchange Bulletin] 1/20 of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name your escrow securities [Insert date 12 months following Exchange Bulletin] 1/19 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 your remaining escrow securities [Insert date 18 months following Exchange Bulletin] 1/18 of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change your remaining escrow securities [Insert date 24 months following Exchange Bulletin] 1/17 of control your remaining escrow securities [Insert date 30 months following Exchange Bulletin] 1/8 of the Securityholder without the prior consent your remaining escrow securities [Insert date 36 months following Exchange Bulletin] 1/7 of the TSX Venture Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. DATED this ⚫ day your remaining escrow securities [Insert date 42 months following Exchange Bulletin] 1/6 of ⚫. (Signature) (Name your remaining escrow securities [Insert date 48 months following Exchange Bulletin] 1/5 of Controlling Securityholder – please print) (Signature)your remaining escrow securities [Insert date 54 months following Exchange Bulletin] 1/4 of your remaining escrow securities [Insert date 60 months following Exchange Bulletin] 1/3 of your remaining escrow securities [Insert date 66 months following Exchange Bulletin] 1/2 of your remaining escrow securities [Insert date 72 months following Exchange Bulletin] all of your remaining escrow securities TOTAL 100%
Appears in 1 contract
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. [Escrow Agent] _________________________________________ Authorized signatory _________________________________________ Authorized signatory FORM 5D ESCROW AGREEMENT Page 19 (as at June 14, 2010) [Issuer] ____________________________________________ Authorized signatory ____________________________________________ Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] _____________________________________________ Authorized signatory _____________________________________________ Authorized signatory FORM 5D ESCROW AGREEMENT Page 20 (as at June 14, 2010) Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicable) FORM 5D ESCROW AGREEMENT Page 21 (as at June 14, 2010) SCHEDULE B(1) – CPC TIER 1 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Percentage of Total Total Number of Escrowed Release Dates Escrowed Securities to be Securities to be Released Released [Insert date of Exchange 25% Bulletin] [Insert date 6 months 25% following Exchange Bulletin] [Insert date 12 months 25% following Exchange Bulletin] [Insert date 18 months 25% following Exchange Bulletin] 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%. (as at June 14, 2010) SCHEDULE B(2) – TIER 2 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES Timed Release Percentage of Total Escrowed Total Number of Escrowed Release Dates Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange 10% Bulletin] 10% [Insert date 6 months 15% following Final Exchange Bulletin] 15% [Insert date 12 months 15% following Final Exchange Bulletin] 15% [Insert date 18 months 15% following Final Exchange Bulletin] 15% [Insert date 24 months 15% following Final Exchange Bulletin] 15% [Insert date 30 months 15% following Final Exchange Bulletin] 15% [Insert date 36 months 15% following Final Exchange Bulletin] 15% TOTAL 100% * *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 23 (as at June 14, 2010) SCHEDULE B(2B(3) – TIER 1 ISSUER - SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Total Number of Escrowed Release Dates Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of Final Exchange 10% Bulletin] [Insert date 6 months 20% following Exchange Bulletin] 25[Insert date 12 months 30% following Exchange Bulletin] [Insert date 18 months 40% following Exchange Bulletin] TOTAL 100% FORM 5D ESCROW AGREEMENT Page 24 (as at June 14, 2010) SCHEDULE B(4) – TIER 2 SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES Timed Release Percentage of Total Total Number of Release Dates Escrowed Securities to be Escrowed Securities to be Released Released [Insert date of Exchange 5% Bulletin] [Insert date 6 months following Final 5% Exchange Bulletin] 25% [Insert date 12 months 10% following Final Exchange Bulletin] 25% [Insert date 18 months 10% following Final Exchange Bulletin] 25[Insert date 24 months 15% following Exchange Bulletin] [Insert date 30 months 15% following Exchange Bulletin] [Insert date 36 months 40% following Exchange Bulletin] TOTAL 100% * In the simplest caseFORM 5D ESCROW AGREEMENT Page 25 (as at June 14, 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%. 2010) SCHEDULE B(3B(5) 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”)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 ⚫ ● day of ⚫●. (Name of Securityholder - please print) (Authorized Signature) (Official Capacity - please print) (Please print here name of individual whose signature appears above) (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 ⚫ ● day of ⚫●. (Signature) (Name of Controlling Securityholder – please print) (Signature)) (Name of Controlling Securityholder – please print) FORM 5D ESCROW AGREEMENT Page 27
Appears in 1 contract
Samples: Escrow Agreement (Security Devices 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. [Escrow Agent] Computershare Trust Company of Canada /s/ Xxxxxx Xxx Authorized signatory /s/ Xxxxxxxxxx Xxxxxxxxx Authorized signatory [Issuer] Desert Gold Ventures Inc. /s/ Xxxxx Xxxxxx Authorized signatory If the Securityholder is not an individual: TransAfrika Resources Limited (Mauritius) /s/ Roeland HH van Kerckhoven Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: TransAfrika Resources Limited (Mauritius) Signature: /s/ Roeland HH van Kerckhoven 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 van Kerckhoven Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: TransAfrika Resources Limited (Mauritius) in trust Signature: /s/ Roeland HH van Kerckhoven 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 ) [Securityholder] in the presence of: ) ) Xxxxxxxx Xxxx ) Name ) ) ) /s/ Xxxxx Xxxxx Address ) [Securityholder] Xxxxx Xxxxx ) REDACTED ) ) ) ) Manager Corporate Governance ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxx Xxxxx Signature: /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 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:
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Samples: Escrow Agreement Surplus 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 Trust Company of Canada /s/ [Escrow AgentILLEGIBLE] Authorized signatory Authorized signatory /s/ [IssuerILLEGIBLE] Authorized signatory Authorized signatory If the Securityholder is an individual: SignedChallenger Energy Corp. /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx President, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Chief Executive Officer /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Chairman 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 Release Dates Released Securities to be Released [Insert date Date of Final Exchange Bulletin] 10% [Insert date Bulletin 1/5 of your escrow securities 600,000 Common Shares Date 3 months following Exchange Bulletin 1/4 of your remaining escrow securities 600,000 Common Shares Date 6 months following Final Exchange Bulletin] 15% [Insert date Bulletin 1/3 of your remaining escrow securities 600,000 Common Shares Date 9 months following Exchange Bulletin 1/2 of your remaining escrow securities 600,000 Common Shares 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% Bulletin all of your remaining escrow securities 600,000 Common Shares TOTAL 100% * 3,000,000 Common Shares *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 Percentage of Total Escrowed Securities to be Total Number of Escrowed Release Dates Released Securities to be Released Date of Exchange Bulletin 1/5 of your escrow securities 600,000 Common Shares Date 3 months following Exchange Bulletin 1/4 of your remaining escrow securities 600,000 Common Shares Date 6 months following Exchange Bulletin 1/3 of your remaining escrow securities 600,000 Common Shares Date 9 months following Exchange Bulletin 1/2 of your remaining escrow securities 600,000 Common Shares Date 12 months following Exchange Bulletin all of your remaining escrow securities 600,000 Common Shares TOTAL 100% 3,000,000 Common Shares *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 Signature pages 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)shareholders intentionally deleted]
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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 Trust Company of Canada /s/ [Escrow AgentILLEGIBLE] Authorized signatory Authorized signatory /s/ [IssuerILLEGIBLE] Authorized signatory Authorized signatory If the Securityholder is an individual: SignedChallenger Energy Corp. /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx President, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) Chief Executive Officer /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Chairman 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 Release Dates Released Securities to be Released [Insert date Date of Final Exchange Bulletin] 10% [Insert date Bulletin 1/4 of your escrow securities 3,175,000 Common Shares Date 6 months following Final Exchange Bulletin] 15% [Insert date Bulletin 1/3 of your remaining escrow securities 3,175,000 Common Shares Date 12 months following Final Exchange Bulletin] 15% [Insert date Bulletin 1/2 of your remaining 3,175,000 Common Shares Date 18 months following Final Exchange Bulletin] 15Bulletin all of your remaining escrow securities 3,175,000 Common Shares TOTAL 100% [Insert date 12,700,000 Common Shares *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%. **All options and warrants held in escrow pursuant to this agreement will be released from escrow in accordance with the release schedule outlined above. SCHEDULE B(2) – TIER 2 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES Timed Release Percentage of Total Escrowed Total Number of Escrowed Release Dates Securities to be Released Securities to be Released Date of Exchange Bulletin 1/10 of your escrowed securities 1,270,000 Common Shares Date 6 months following Exchange Bulletin 1/6 of your remaining escrow securities 1,905,000 Common Shares Date 12 months following Exchange Bulletin 1/5 of your remaining escrow securities 1,905,000 Common Shares Date 18 months following Exchange Bulletin 1/4 of your remaining escrow securities 1,905,000 Common Shares Date 24 months following Final Exchange Bulletin] 15% [Insert date Bulletin 1/3 of your remaining escrow securities 1,905,000 Common Shares Date 30 months following Final Exchange Bulletin] 15% [Insert date Bulletin 1/2 of your remaining escrow securities 1,905,000 Common Shares Date 36 months following Final Exchange Bulletin] 15% Bulletin all of your remaining escrow securities 1,905,000 Common Shares TOTAL 100% * 12,700,000 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. SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES RELEASE SCHEDULE Timed Release Release Dates Percentage of Total Escrowed Securities **All options and warrants held in escrow pursuant to this agreement will 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 released from escrow securities initially deposited and no additional escrow securities, then in accordance with the release schedule outlined above results in above. [Signature pages for shareholders intentionally deleted] FORM 5D ESCROW AGREEMENT VALUE SECURITY THIS AGREEMENT is made as of the escrow securities being released in equal tranches 30th day of 25%. SCHEDULE B(3) UNDERTAKING OF HOLDING COMPANY TONovember, 2005 AMONG: 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 ⚫ Challenger Energy Corp. (the “Issuer”), ⚫ ) AND: Computershare Trust Company of Canada (the “Escrow Agent”) and the Securityholder AND: EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER (a “Securityholder” or “you”) (collectively, the “Escrow AgreementParties”). 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. [Escrow Agent] COMPUTERSHARE INVESTOR SERVICES INC. _“Xxxxxxx de la Xxxxx” Authorized signatory _“Xxxxxxxx Xxxxxx”_ _ Authorized signatory [Issuer] WEST MINING CORP. _“Xxxx Xxxxxxxx” Authorized signatory _“Xxxxxxxx Xxxxxxxx” Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) [Securityholder] Xxxxxxxx Xxxxxxxx in the presence of: ) ) ) Name ) ) ) _“Xxxxxxxx Xxxxxxxx” Address ) [Securityholder] Xxxxxxxx Xxxxxxxx ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxxx Xxxxxxxx Signature: “Xxxxxxxx Xxxxxxxx” Address for Notice: 0000-0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx XX X0X 0X0 Securities: Class and Type (i.e. Value Securities or description Surplus Securities) Number Certificate(s) (if applicable) Common Shares 20,000 N/A 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] 25% [Insert date 6 months following Exchange Bulletin] 25% [Insert date 12 months following Exchange Bulletin] 25% [Insert date 18 months following 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(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 [Insert date of 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, 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(3) – TIER 1 ISSUER - 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] 2510% [Insert date 6 months following Final Exchange Bulletin] 2520% [Insert date 12 months following Final Exchange Bulletin] 2530% [Insert date 18 months following Final Exchange Bulletin] 2540% TOTAL 100% * In the simplest case, where there are no changes SCHEDULE B(4) – TIER 2 SURPLUS SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES Timed Release Release Dates Percentage of Total Escrowed Securities 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 be Released Total Number of 25%. Escrowed Securities to be Released [Insert date of Exchange Bulletin] 5% [Insert date 6 months following Exchange Bulletin] 5% [Insert date 12 months following Exchange Bulletin] 10% [Insert date 18 months following Exchange Bulletin] 10% [Insert date 24 months following Exchange Bulletin] 15% [Insert date 30 months following Exchange Bulletin] 15% [Insert date 36 months following Exchange Bulletin] 40% TOTAL 100% SCHEDULE B(3B(5) 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”)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 ⚫ 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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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. [Escrow Agent] Authorized signatory Authorized signatory [Issuer] Authorized signatory Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) 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 200,000 [Insert date 6 months following Final Exchange Bulletin] 15% 1/6 of your remaining escrow securities 300,000 [Insert date 12 months following Final Exchange Bulletin] 15% 1/5 of your remaining escrow securities 300,000 [Insert date 18 months following Final Exchange Bulletin] 15% 1/4 of your remaining escrow securities 300,000 [Insert date 24 months following Final Exchange Bulletin] 15% 1/3 of your remaining escrow securities 300,000 [Insert date 30 months following Final Exchange Bulletin] 15% 1/2 of your remaining escrow securities 300,000 [Insert date 36 months following Final Exchange Bulletin] 15% all of your remaining escrowed securities 300,000 TOTAL 100% 2,000,000 * 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)
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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. [Escrow Agent] Authorized signatory Authorized signatory [Issuer] Authorized signatory Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) [Securityholder] in the presence of: ) ) ) Name ) ) ) Address ) [Securityholder] ) ) ) ) ) Occupation ) If the Securityholder is not an individual: [Securityholder] Authorized signatory Authorized signatory Schedule “A” to Escrow Agreement Securityholder Name: Signature: Address for Notice: Securities: Class or description Number Certificate(s) (if applicable) SCHEDULE B(1) – CPC — TIER 1 VALUE SECURITY ESCROW AGREEMENT RELEASE OF SECURITIES RELEASE SCHEDULE Timed Release Release Dates RELEASE DATES Percentage of Total Escrowed Securities to be Released Total Number of Escrowed Securities to be Released [Insert date of the Exchange Bulletin 25% Insert date 6 months following Exchange Bulletin 25% Insert date 12 months following Exchange Bulletin 25% Insert date 18 months following 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(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 [Insert date of the Final Exchange Bulletin] 10% [Insert date 6 months following from the date of the Final Exchange Bulletin] Bulletin 15% [Insert date 12 months following from the date of the Final Exchange Bulletin] Bulletin 15% [Insert date 18 months following from the date of the Final Exchange Bulletin] Bulletin 15% [Insert date 24 months following from the date of the Final Exchange Bulletin] Bulletin 15% [Insert date 30 months following from the date of the Final Exchange Bulletin] Bulletin 15% [Insert date 36 months following from the date of the Final Exchange Bulletin] Bulletin 15% TOTAL 100% * *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%. SCHEDULE B(3B(5) 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”)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 ⚫. •. (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 escrowthe Issuer remains listed on the TSX Venture Exchange. DATED this ⚫ • day of ⚫. S. (Signature) (Name of Controlling Securityholder – — please print) (Signature)
Appears in 1 contract
Samples: Escrow Agreement Value Security; (Stellar Biotechnologies, Inc.)
