EXHIBIT 10.5
ESCROW AGREEMENT
ESCROW AGREEMENT dated August 29, 2003, among Xxxxx000.xxx, Inc., a
Delaware corporation, (the "Buyer"), Xxxx Xxxx Xxx (the "Seller"), the sole
stockholder of GeoGlobal Resources(India) Inc., a corporation organized under
the laws of the Province of Alberta, Canada (the "Company"), and Computershare
Trust Company of Canada, as escrow agent (the "Escrow Agent").
Pursuant to an agreement between the Buyer, the Seller and the Company
dated April 4, 2003 (the "Stock Purchase Agreement"), concurrently herewith the
Buyer is acquiring from the Seller at the Closing under the Stock Purchase
Agreement all of the outstanding capital stock of the Company in exchange for an
aggregate of 34.0 million shares of the Buyer's Common Stock, par value $0.001
per share, and the Buyer's promissory note in the principal amount of (US) $2.0
million. This Escrow Agreement is being entered into at the Closing pursuant to
Sections 6.8 and 7.7 of the Stock Purchase Agreement for the purpose of securing
to the Buyer and the Seller the benefits of Section 1.3 (b) and (c) of the Stock
Purchase Agreement and for the other purposes set forth herein. A true and
correct copy of the Stock Purchase Agreement is attached as Exhibit I.
I. COLLATERAL
1.01. Simultaneously with the execution and delivery of this Escrow
Agreement, the Buyer is delivering to the Escrow Agent two (2) stock
certificates each registered in the name of the Seller, representing an
aggregate of 19.5 million shares of the Buyer's Common stock, par value $0.001
per share (the "Shares"). The Escrow Agent hereby acknowledges receipt of the
Shares to be held subject to the terms of this Agreement. Also delivered to the
Escrow Agent are such stock powers with medallion signature guarantees duly
endorsed by Seller and such other documents (collectively, the "Re-transfer
Documents") as may be required to return and transfer any shares to be returned
to Buyer pursuant to Section 2.03 hereof. At the request of the Buyer or the
Escrow Agent, Seller shall execute and deliver to the Escrow Agent such more
recently dated Re-transfer Documents as either the Buyer or the Transfer Agent
shall deem to be necessary to accomplish the purposes of this Escrow Agreement.
1.02. As used herein, the term "Collateral" means (a) the Shares being
delivered to the Escrow Agent as described in Section 1.01 hereof and (b) all
distributions received by the Escrow Agent pursuant to Section 1.03 hereof.
1.03. The Seller hereby authorizes delivery directly to the Escrow
Agent (and agrees that it will deliver to the Escrow Agent if it shall first
receive the same) to be held as Collateral hereunder, all dividends and other
distributions of any kind, cash or otherwise, on or with respect to the Shares
held as Collateral, including distributions, if any, occurring upon any merger,
sale of all or substantially all the assets of Buyer, liquidation, dissolution,
or other similar transaction.
All such distributions shall be Collateral and shall be held and distributed in
accordance with the terms of this Escrow Agreement.
1.04. While any Collateral is held in escrow hereunder, the Seller will
have all rights with respect thereto, except (a) the right of possession, and
(b) the right to receive any dividends or other distributions referred to in
Section 1.03 hereof. Without limiting the generality of the foregoing, but
subject to the limitations hereafter set forth, the Buyer will have the right to
vote the Shares held as Collateral hereunder.
1.05 Article 8.02(b)(i) of the Stock Purchase Agreement places certain
obligations and restrictions on Seller and his transferees with respect to the
voting of the Collateral on proposals submitted to a vote of stockholders
seeking approval of stockholders for the taking of Prohibited Actions, as
defined under the Stock Purchase Agreement. Seller has agreed, for himself and
any transferees of his shares, other than permitted transferees under Article
8.02(b)(ii) of the Stock Purchase Agreement, that (A) he will cause all shares
of the Buyer he or such transferees are entitled to vote on the proposal for the
taking of a Prohibited Action to be present at the meeting for purposes of the
Buyer being able to obtain a quorum at the meeting at which the proposal is
presented for a vote, and (B) none of Seller's shares issued to Buyer on the
Closing Date under the Stock Purchase Agreement (inclusive of shares held in
escrow) or any shares of Buyer subsequently acquired by Seller, or his
Affiliates or associates subsequent to the Closing Date outside the Stock
Purchase Agreement shall be entitled to vote on the subject matter of the
proposal for the taking of a Prohibited Action at such meeting. The proposal to
take such Prohibited Action shall be deemed approved if it receives the
favorable vote of the majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter of the proposal
presented to the meeting. The Buyer agrees to give notice to the Escrow Agent
concurrently with the date the record date for mailing the notice of the meeting
to stockholders is established, of any meeting of stockholders to be held to
consider a proposal to approve the taking of a Prohibited Action, as defined.
1.06 For the purpose of further implementing the provisions of Article
8.02 of the Stock Purchase Agreement, the parties hereto agree and hereby
instruct the Escrow Agent that all Collateral with respect to which the
certificates bear a restrictive legend as provided in Section 8.1(a) of the
Stock Purchase Agreement are (i) entitled to be present at a meeting for the
purpose of Buyer obtaining a quorum at a meeting at which a proposal to vote on
a Prohibited Action is submitted to a vote of stockholders, and (ii) not
entitled to vote on the proposal at such meeting. Likewise, any shares
subsequently acquired by Seller, any person identified by the Buyer as an
Affiliate of the Seller or an associate of the Seller, shall be subject to this
Article 1.06(i) and (ii) hereof.
II. DELIVERY OF COLLATERAL BY ESCROW AGENT
The Escrow Agent shall hold the Collateral in escrow until authorized
hereunder to deliver the same or any portion thereof to Seller or Buyer, as
follows:
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2.01 The certificate for 14.5 million Shares (certificate number
________) is to be delivered to Seller at the time of (i) the completion of the
Work Programme, as outlined in Article 5.2(a) and (b) and (c) in the PSC-KG (as
such term is defined in the Stock Purchase Agreement), provided the results from
that Programme demonstrate a commercial basis for drilling and the commencement
of a Drilling Programme, or (ii) the commencement of a Drilling Program.
Compliance with the conditions set forth in this Section shall be evidenced by
the delivery to the Escrow Agent by the Buyer and the Seller of the letters
attached hereto as Exhibits A-1 and A-2, respectively.
2.02 The certificate for 5.0 million Shares (certificate number
________) is to be delivered to Seller at the time a Commercial Discovery, as
defined by Article 1.19 of the PSC-KG, has been declared. Compliance with the
conditions set forth in this Section shall be evidenced by the delivery to the
Escrow Agent by the Buyer and the Seller of the letters attached hereto as
Exhibits B-1 and B-2, respectively.
2.03 If (i) the conditions set forth in Section 2.01 of this Agreement
for the release of the 14.5 million shares to Seller are not met before the end
of Phase I of PSC-KG, or (ii) the conditions set forth in Section 2.02 of this
Agreement for the release of the 5.0 million shares to Seller are not met before
the end of Phase III of the PSC-KG, then, upon the occurrence of either event
and receipt of notice to that effect from the Buyer given to both the Seller and
the Escrow Agent, the related share certificate shall be cancelled by the Escrow
Agent and the Escrow Agent shall promptly return the related share certificate,
and if deemed necessary by the Buyer, the Re-transfer Documents relating to that
certificate, to transfer such Shares to the Buyer. In the event the PSC-KG is
terminated pursuant to Section 3.9 thereof, upon delivery by Buyer to Seller and
the Escrow Agent of notice to that effect, any shares of the Buyer that have not
been delivered to Seller at that time shall be promptly returned by the Escrow
Agent to the Buyer.
2.4 Collateral may only be dealt with as specifically allowed by the
Stock Purchase Agreement and this Escrow Agreement. No Collateral and no
interest in, control or direction over or certificate evidencing Collateral
shall directly or indirectly be sold, assigned, transferred, redeemed,
surrendered for consideration, mortgaged, hypothecated, charged, pledged, or
encumbered or otherwise dealt with in any manner except as provided in the Stock
Purchase Agreement and this Escrow Agreement.
2.05 The Collateral may be transferred only in compliance with
applicable laws and regulations including, without limitation, compliance with
the registration requirements of the U.S. Securities Act of 1933, as amended, or
the availability of an applicable exemption from those requirements and the
Escrow Agent shall refuse to transfer any Collateral until being provided with
such opinions of counsel and other documents as it may consider necessary and it
may request in connection with such transfer. Upon completion of any such
transfer, such transferee shall be bound by all the provisions and restrictions
of this Escrow Agreement and the Stock Purchase Agreement and shall execute such
agreements and documents as the Buyer and the Escrow Agent shall reasonably
request in that connection.
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III. SETTLEMENT OF DISPUTES
3.01. Any dispute that may arise under this Escrow Agreement with
respect to (a) the delivery, ownership, or right to possession of the Collateral
or any portion thereof; (b) the facts upon which the Escrow Agent's
determinations are based; (c) the duties of the Escrow Agent hereunder; and (d)
any other questions arising under this Escrow Agreement shall be settled by
mutual agreement of the parties to such dispute (evidenced by appropriate
instructions in writing to the Escrow Agent signed by all of the parties to such
dispute) or by a binding and final arbitration award or by a final judgment,
order, or decree of a court of competent jurisdiction in the United States of
America (the time for appeal therefrom having expired and no appeal having been
perfected). The Escrow Agent shall be under no duty to institute or defend any
such proceedings and none of the costs and expenses of any such proceedings
shall be borne by the Escrow Agent. Prior to the settlement of any dispute as
provided in this Section 4.01, the Escrow Agent is authorized and directed to
retain in its possession, without liability to anyone, the portion of the
Collateral that is the subject of or involved in the dispute.
IV. CONCERNING THE ESCROW AGENT
4.01 The Escrow Agent will be protected in acting and relying
reasonably upon any notice, direction, instruction, order, certificate,
confirmation, request, waiver, consent, receipt, statutory declaration or other
paper or document (collectively referred to as "Documents") furnished to it and
purportedly signed by any officer or person required to or entitled to execute
and deliver to the Escrow Agent any such Document in connection with this
Agreement, not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth or accuracy of any information
therein contained, which it in good faith believes to be genuine.
4.02 The Escrow Agent will not be bound by any notice of a claim or
demand with respect thereto, or any waiver, modification, amendment, termination
or rescission of this Agreement unless received by it in writing, and signed by
the other parties and, if the duties or indemnification of the Escrow Agent in
this Agreement are affected, unless it has given its prior written consent.
4.03 The Escrow Agent may consult with or retain such legal counsel and
advisors as it may reasonably require for the purpose of discharging its duties
or determining its rights under this Agreement and may rely and act upon the
advice of such counsel or advisor. The Escrow Agent will give written notice to
the Buyer and Seller as soon as practicable that it has retained legal counsel
or other advisors. The Buyer and Seller will, jointly and severally, pay or
reimburse the Escrow Agent for any reasonable fees, expenses and disbursements
of such counsel or advisors. As between Buyer and Seller, it is understood and
agreed that each shall be obligated to pay one-half of such fees, expenses and
disbursements.
4.04 In the event of any disagreement arising under the terms of this
Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply
with any and all demands whatsoever until the dispute is settled either by a
written agreement among the parties or by a court of competent jurisdiction.
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4.05 The Escrow Agent will have no duties or responsibilities except as
expressly provided in this Agreement and will have no duty or responsibility
arising under any other agreement, including any agreement referred to in this
Agreement, to which the Escrow Agent is not a party.
4.06 The Escrow Agent will have the right not to act and will not be
liable for refusing to act unless it has received clear and reasonable
documentation that complies with the terms of this Agreement. Such documentation
must not require the exercise of any discretion or independent judgment.
4.07 The Buyer and the Seller hereby jointly and severally agree to
indemnify and hold harmless the Escrow Agent, its affiliates, and their current
and former directors, officers, employees and agents from and against any and
all claims, demands, losses, penalties, costs, expenses, fees and liabilities,
including, without limitation, legal fees and expenses, directly or indirectly
arising out of, in connection with, or in respect of, this Agreement, except
where same result directly and principally from gross negligence, willful
misconduct or bad faith on the part of the Escrow Agent. This indemnity survives
the release of the escrow securities, the resignation or termination of the
Escrow Agreement and the termination of this Agreement.
4.08. If the Escrow Agent wishes to resign as escrow agent, the Escrow
Agent will give written notice to the Buyer, the Seller and the Company. If the
Escrow Agent resigns, the Buyer will be responsible for ensuring that the Escrow
Agent is replaced not later than the resignation date specified in the Escrow
Agent's notice by another escrow agent that is acceptable to the Seller and the
Company and that has accepted such appointment. The resignation of the Escrow
Agent will be effective, and the Escrow Agent will cease to be bound by this
Escrow Agreement, on the date that is 60 days after the date of receipt of the
notices referred to above by the Buyer, Seller and the Company or such other
date as the Buyer, Seller, the Company and the Escrow Agent may agree upon (the
"resignation date"). If the Buyer has not appointed a successor escrow agent
acceptable to the Seller and the Company within 60 days of the resignation date,
the Escrow Agent will apply, at the Seller's and the Buyer's expense, to a court
of competent jurisdiction for the appointment of a successor escrow agent and
the duties and responsibilities of the Escrow Agent will cease immediately upon
such appointment. On any new appointment under this section, the successor
Escrow Agent will be vested with the same powers, rights, duties and obligations
as if it had been originally named herein as Escrow Agent, without any further
assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt
of payment for any outstanding account for its services and expenses then
unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who
will be entitled to receive, all Collateral, records or other property on
deposit with the predecessor Escrow Agent in relation to this Escrow Agreement
and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.
If any changes are made to Article IV of this Escrow Agreement as a result of
the appointment of the successor Escrow Agent, those changes must not be
inconsistent with the other terms of this Escrow Agreement.
4.09 The Escrow Agent will not be liable to any of the parties to this
Escrow Agreement for any action taken or omitted to be taken by it under or in
connection with this Escrow
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Agreement, except for losses directly, principally and immediately caused by its
bad faith, willful misconduct or gross negligence. Under no circumstances will
the Escrow Agent be liable for any special, indirect, incidental, consequential,
exemplary, aggravated or punitive losses or damages hereunder, including any
loss of profits, whether foreseeable or unforeseeable. Notwithstanding the
foregoing or any other provision of this Escrow Agreement, in no event will the
collective liability of the Escrow Agent under or in connection with this Escrow
Agreement to any one or more parties, except for losses directly caused by its
bad faith or willful misconduct, exceed the amount of its annual fees under this
Agreement or the amount of (Cdn.) three thousand dollars (Cdn.) ($3,000.00),
whichever amount shall be greater.
4.10 The Buyer will pay the Escrow Agent reasonable remuneration for
its services under this Agreement, which fees are subject to revision from time
to time on 30 days' written notice. The Buyer will reimburse the Escrow Agent
for its expenses and disbursements. Any amount due under this section and unpaid
30 days after request for such payment, will bear interest from the expiration
of such period at a rate per annum equal to the then current rate charged by the
Escrow Agent, payable on demand.
4.11 The Escrow Agent will have no responsibility for Collateral that
it has released according to this Escrow Agreement.
4.12 The Escrow Agent will have no responsibility for seeking,
obtaining, compiling, preparing or determining the accuracy of any information
or document, including the representative capacity in which a party purports to
act, that the Escrow Agent receives as a condition to a release from escrow or a
transfer of Collateral within escrow under this Escrow Agreement.
4.13 The Escrow Agent accepts duties and responsibilities under this
Escrow Agreement, and the Collateral and any share certificates or other
evidence of the Collateral, solely as a custodian, bailee and agent. No trust is
intended to be, or is or will be, created hereby and the Escrow Agent shall owe
no duties hereunder as a trustee.
4.14 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 Escrow
Agreement without any further act on its part or on the part or any of the
parties.
V. MISCELLANEOUS
5.01 This Escrow Agreement will be binding upon, inure to the benefit
of, and be enforceable by the respective heirs, beneficiaries, representatives,
successors, and assigns of the parties hereto.
5.02 This Escrow Agreement contains the entire understanding of the
parties with respect to its subject matter, and may be amended only by a written
instrument duly executed by
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all the parties hereto. This Escrow Agreement is subject to the terms of Section
8.2 of the Stock Purchase Agreement.
5.03 All notices, claims, requests, demands, and other communications
hereunder ("notices") shall be in writing and shall be given as follows:
If to the Buyer:
Xxxxx000.xxx, Inc.
c/o Northfield Capital Corporation
000 Xxx Xxxxxx - 0xx Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attn: Xx. Xxxxx Xxxxxx
If to the Seller:
Xx. Xxxx Xxxx Xxx
c/o Xxxxxxx X. Xxxxxx, Lawyer
#200, 000 0xx Xxxxxx, XX
Xxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx
If to the Company: GeoGlobal Resources (India) Inc.
#200, 000 0xx Xxxxxx, XX
Xxxxxxx, Xxxxxxx X0X XX0 Xxxxxx
Attn: Xxxxx Xxxx, Vice President
If to Escrow Agent, to:
Computershare Trust Company of Canada
000 Xxxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxx, XX X0X 0X0 Xxxxxx
Attn: Manager, Client Services
Stock Transfer
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth below. A
notice given in accordance with the preceding sentence shall be deemed to have
been duly given upon receipt or (if receipt is not expressly required by the
terms hereof) upon mailing by registered or certified mail, postage pre-paid,
return receipt requested, by a recognized overnight delivery service, or by
hand.
5.04. This Escrow Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict-of-laws rules.
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5.05. This Escrow Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.06. This Escrow Agreement shall remain in full force and effect until
the Escrow Agent has delivered all the Collateral in its possession in
accordance with the terms hereof.
5.07. Article headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Escrow
Agreement.
5.08. A party to this Escrow Agreement will not mail a document if the
party is aware of an actual or impending disruption of postal service.
5.09 Any provision or part of a provision of this Escrow Agreement
determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable shall be deemed stricken to the extent necessary to eliminate any
invalidity, illegality or unenforceability, and the rest of the Escrow Agreement
and all other provisions and parts thereof shall remain in full force and effect
and be binding upon the parties hereto as though the said illegal and/or
unenforceable provision or part thereof had never been included in this Escrow
Agreement.
5.10 The parties will execute and deliver any further documents and
perform any further acts reasonably requested by any of the parties to this
agreement which are necessary to carry out the intent of this Escrow Agreement.
5.11 The parties may execute this Agreement by fax and in counterparts,
each of which will be considered an original and all of which will be one
agreement.
5.12 Wherever a singular expression is used in this Agreement, that
expression is considered as including the plural or the body corporate where
required by the context.
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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed and
delivered by the duly authorized officers of the Buyer and the Escrow Agent, the
Company and by the Seller, as of the date first above written.
XXXXX000.XXX, INC.
The Buyer
By
------------------------------------
Xxxxxxxx X. Xxxxxxxx, President
The Seller:
---------------------------------------
Xxxx Xxxx Xxx
GEOGLOBAL RESOURCES (INDIA) INC.
By
------------------------------------
Xxxxx Xxxx, Vice President
COMPUTERSHARE TRUST COMPANY OF CANADA,
ESCROW AGENT
By
------------------------------------
GeoGlobalTrans/Agreements/Escrow Agreement.3.[6.4.03]
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Exhibit A-1 to
Escrow Agreement dated
August ___, 2003
Computershare Trust Company of Canada
000 Xxxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxx, XX X0X 0X0 Xxxxxx
Attention:
RE: ESCROW AGREEMENT (THE "ESCROW AGREEMENT") DATED AUGUST ____,
2003 AMONG XXXXX000.XXX, INC., XXXX XXXX XXX AND COMPUTERSHARE
TRUST COMPANY OF CANADA
Dear Mr. _______________:
Reference is made to the above Escrow Agreement and in particular to
Section 2.01 thereof.
This is to advise you that the conditions for the release to the
undersigned of the certificate held by you for 14.5 million shares of
Xxxxx000.xxx, Inc. (certificate number _____) have been met and that such shares
are to be delivered to the undersigned in accordance with the terms of the
Escrow Agreement.
Very truly yours,
---------------------------
Xxxx Xxxx Xxx
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Exhibit A-2 to
Escrow Agreement dated
August _____, 2003
Computershare Trust Company of Canada
000 Xxxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxx, XX, X0X 0X0 Xxxxxx
Attention:
RE: ESCROW AGREEMENT (THE "ESCROW AGREEMENT") DATED AUGUST ___, 2003
AMONG XXXXX000.XXX, INC., XXXX XXXX XXX AND COMPUTERSHARE TRUST
COMPANY OF CANADA
Dear Mr. _________________:
Reference is made to the above Escrow Agreement and in particular to
Section 2.01 thereof.
This is to advise you that the full Board of Directors of Xxxxx000.xxx,
Inc., a Delaware corporation, has unanimously adopted the following resolutions:
RESOLVED, the conditions under the Stock Purchase Agreement dated April
4, 2003 for the release to Xxxx Xxxx Xxx of the certificate held by
Computershare Trust Company of Canada for 14.5 million shares of Xxxxx000.xxx,
Inc. (certificate number ______) pursuant to the Escrow Agreement dated August
_____, 2003 have been met and that such shares are to be delivered to Xxxx Xxxx
Xxx in accordance with the terms of the Escrow Agreement, and
and be it further
RESOLVED, that the Secretary of this corporation be and hereby is
instructed to deliver to Computershare Trust Company of Canada the letter in the
form attached as Exhibit A-2 to the Escrow Agreement.
Very truly yours,
-------------------------------
Secretary of Xxxxx000.xxx, Inc.
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Exhibit B-1 to
Escrow Agreement dated
August _____, 2003
Computershare Trust Company of Canada
000 Xxxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxx, XX, X0X 0X0 Xxxxxx
Attention:
RE: ESCROW AGREEMENT (THE "ESCROW AGREEMENT") DATED AUGUST ____,
2003 AMONG XXXXX000.XXX, INC., XXXX XXXX XXX AND COMPUTERSHARE
TRUST COMPANY OF CANADA
Dear Mr. __________________:
Reference is made to the above Escrow Agreement and in particular to
Section 2.02 thereof.
This is to advise you that the conditions for the release to the
undersigned of the certificate held by you for 5.0 million shares of
Xxxxx000.xxx, Inc. (certificate number _______) have been met and that such
shares are to be delivered to the undersigned in accordance with the terms of
the Escrow Agreement.
Very truly yours,
---------------------------
Xxxx Xxxx Xxx
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Exhibit B-2 to
Escrow Agreement dated
August ___, 2003
Computershare Trust Company of Canada
000 Xxxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxx, XX, X0X 0X0 Xxxxxx
Attention:
RE: ESCROW AGREEMENT (THE "ESCROW AGREEMENT") DATED AUGUST ___, 2003
AMONG XXXXX000.XXX, INC., XXXX XXXX XXX AND COMPUTERSHARE TRUST
COMPANY OF CANADA
Dear Mr. _________________:
Reference is made to the above Escrow Agreement and in particular to
Section 2.01 thereof.
This is to advise you that the full Board of Directors of Xxxxx000.xxx,
Inc., a Delaware corporation, has unanimously adopted the following resolutions:
RESOLVED, the conditions under the Stock Purchase Agreement dated April
4, 2003 for the release to Xxxx Xxxx Xxx of the certificate held by
Computershare Trust Company of Canada for 5.0 million shares of Xxxxx000.xxx,
Inc. (certificate number _______) pursuant to the Escrow Agreement dated August
____, 2003 have been met and that such shares are to be delivered to Xxxx Xxxx
Xxx in accordance with the terms of the Escrow Agreement; and
and be it further
RESOLVED, that the Secretary of this corporation be and hereby is
instructed to deliver to Computershare Trust Company of Canada the letter in the
form attached as Exhibit B-2 to the Escrow Agreement.
Very truly yours,
-------------------------------
Secretary of Xxxxx000.xxx, Inc.
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