Exhibit 2.4
ESCROW AGREEMENT
THIS AGREEMENT made this 16th day of February, 2000.
AMONG:
MED-EMERG INTERNATIONAL INC., a corporation incorporated pursuant to
the laws of the Province of Ontario
(hereinafter called the "ISSUER")
- and -
OLYMPIA TRUST COMPANY, a trust company incorporated pursuant
to the laws of the Province of Alberta
(hereinafter called the "ESCROW AGENT")
- and -
THOSE PERSONS LISTED IN SCHEDULE "A" HERETO
(hereinafter called the "SECURITYHOLDERS")
WHEREAS the Securityholders wish to deposit in escrow certain
common shares of the Issuer (the "ESCROWED SHARES") received by them in
connection with the acquisition of Laser Rejuvenation Clinics Ltd. ("LRC") by
the Issuer (the "ACQUISITION") pursuant to a Business Combination Agreement
dated February 16, 2000 (the "BUSINESS COMBINATION AGREEMENT") and for that
purpose have agreed to deliver to the Escrow Agent the security certificates
representing the common shares of LRC described in Schedule "A" hereto (the "LRC
SHARES");
AND WHEREAS the Securityholders have directed the Escrow Agent
to deposit the LRC Shares to the Offer (as defined in the Business Combination
Agreement) under the terms of the Lock-Up Agreement dated February 16, 2000
amongst the Issuer, the Escrow Agent and the Securityholders, a copy of which is
attached hereto as Schedule "B";
AND WHEREAS the Parties have agreed that two thirds of the
Issuer's common shares and none of the Issuer's warrants issuable upon
completion of the Offer in exchange for the LRC Shares deposited by the
Securityholders shall comprise the Escrowed Shares hereunder and shall be
divided amongst the Securityholders as per Schedule "A" hereto;
AND WHEREAS the Escrow Agent shall immediately release to the
Securityholders one third of the Issuer's shares and all of the Issuer's
warrants issuable upon completion of the Offer in exchange for the LRC Shares
deposited under the Offer by the Escrow Agent on behalf of the Securityholders;
AND WHEREAS the Escrow Agent has agreed to undertake and
perform its duties according to the terms and conditions hereof;
NOW THEREFORE, this agreement witnesses that, in consideration
of the sum of one dollar ($1.00) paid by the parties to each other, receipt of
this sum being acknowledged by each of the parties, the Securityholders jointly
and severally covenant and agree with the Issuer and with the Escrow Agent, and
the Issuer and the Escrow Agent covenant and agree with the other and with the
Securityholders jointly and severally, as follows:
I. THE PARTIES ACKNOWLEDGE THAT, EXCEPT AS PROVIDED HEREIN, ALL OF THE
MEII SECURITIES (AS DEFINED IN THE BUSINESS COMBINATION AGREEMENT)
RECEIVED BY THE SECURITYHOLDERS IN ACCORDANCE WITH THE OFFER SHALL BE
RELEASED TO THE SECURITYHOLDERS IN ACCORDANCE WITH THE OFFER AND THIS
AGREEMENT. EACH OF THE SECURITYHOLDERS AGREES TO PLACE AND DEPOSIT IN
ESCROW WITH THE ESCROW AGENT THOSE OF THE SECURITYHOLDERS' SECURITIES
OF THE ISSUER RECEIVED IN ACCORDANCE WITH THE OFFER AS DESCRIBED IN
SCHEDULE "A". EACH OF THE SECURITYHOLDERS AGREES TO DEPOSIT IN ESCROW
ANY REPLACEMENT SECURITIES OR CERTIFICATES WHICH MAY AT ANY TIME BE
ISSUED FOR ANY ESCROWED SECURITIES.
II. EACH OF THE SECURITYHOLDERS SHALL BE ENTITLED TO A LETTER OR RECEIPT
FROM THE ESCROW AGENT STATING THE NUMBER OF SECURITIES REPRESENTED BY
CERTIFICATES HELD FOR THE SECURITYHOLDER BY THE ESCROW AGENT, SUBJECT
TO THE TERMS OF THIS AGREEMENT. IT IS EXPRESSLY UNDERSTOOD AND AGREED
BY THE PARTIES TO THIS AGREEMENT THAT SUCH LETTER OR RECEIPT SHALL NOT
BE ASSIGNABLE.
III. EXCEPT AS PROVIDED IN SECTIONS 4, 5, 6 AND 20 THE ESCROWED SHARES SHALL
REMAIN IN ESCROW AND SHALL NOT BE SOLD, ASSIGNED, HYPOTHECATED,
PLEDGED, CHARGED, ALIENATED, RELEASED FROM ESCROW, TRANSFERRED WITHIN
ESCROW OR OTHERWISE IN ANY MANNER DEALT WITH, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE ISSUER TO THE ESCROW AGENT. ANY RELEASE MAY BE EITHER
TOTAL OR PARTIAL; A PARTIAL RELEASE SHALL RELEASE FROM ESCROW ONLY THE
SECURITIES SPECIFIED IN IT, AND THIS AGREEMENT SHALL CONTINUE IN FORCE
WITH RESPECT TO THOSE SECURITIES AS MAY FROM TIME TO TIME REMAIN IN
ESCROW UNTIL ALL THE ESCROWED SHARES HAVE BEEN EITHER RELEASED PURSUANT
TO SECTIONS 4, 5, 6 AND 20 OR ON THE WRITTEN CONSENT OF THE ISSUER. THE
FOREGOING SHALL NOT PREVENT ANY TRANSFER OR ASSIGNMENT WHICH MAY BE
REQUIRED BY REASON OF THE DEATH OR BANKRUPTCY OF ANY SECURITYHOLDER, IN
WHICH CASE THE ESCROW AGENT SHALL HOLD THE SAID SECURITIES AND
CERTIFICATES IN ESCROW, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT,
FOR WHATEVER PERSON OR COMPANY SHALL BE LEGALLY ENTITLED TO BE OR
BECOME THE REGISTERED OWNER THEREOF.
IV. UPON WRITTEN NOTIFICATION BY THE ISSUER AND SECURITYHOLDERS TO THE
ESCROW AGENT OF THE DATE THE LRC SHARES ARE ACQUIRED BY THE ISSUER, THE
ESCROWED SHARES DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THIS
AGREEMENT SHALL BE AUTOMATICALLY RELEASED AS TO ONE-HALF (1/2) OF THE
ESCROWED SHARES (THE "FIRST TRANCHE") AT THE END OF SIX MONTHS FROM THE
DATE THE LRC SHARES ARE ACQUIRED BY THE ISSUER AND, SUBJECT TO SECTION
7, THE REMAINING ONE-HALF (1/2) OF THE ESCROWED SHARES (THE "SECOND
TRANCHE") AT THE END OF EIGHTEEN MONTHS FROM THE SAME DATE (THE "ESCROW
PERIOD").
V. IF DURING THE PERIOD IN WHICH ANY OF THE ESCROWED SHARES ARE RETAINED
IN ESCROW PURSUANT HERETO, ANY CASH DIVIDEND IS RECEIVED BY THE ISSUER
IN RESPECT OF THE ESCROWED SHARES, ANY SUCH CASH DIVIDEND SHALL BE
FORTHWITH PAID OR TRANSFERRED TO THE RESPECTIVE SECURITYHOLDERS
ENTITLED THERETO. IF DURING THE PERIOD IN WHICH ANY OF THE ESCROWED
SHARES ARE RETAINED IN ESCROW PURSUANT HERETO, ANY SHARE DIVIDEND OR
OTHER DISTRIBUTION OF SECURITIES IS RECEIVED BY THE SECURITYHOLDERS IN
RESPECT OF THE ESCROWED SHARES, THE SECURITYHOLDERS SHALL FORTHWITH
DELIVER TO THE ESCROW AGENT ANY CERTIFICATES REPRESENTING SUCH SHARE
DIVIDEND OR SECURITIES AND SUCH CERTIFICATES WILL BE HELD BY THE ESCROW
AGENT ON AND SUBJECT TO THE TERMS OF THIS AGREEMENT.
VI. ANY SECURITYHOLDER MAY HYPOTHECATE, PLEDGE OR CHARGE ANY OR ALL
SECURITIES OWNED BY IT AND DEPOSITED IN ESCROW HEREUNDER TO A FINANCIAL
INSTITUTION, PROVIDED THAT PRIOR TO SUCH HYPOTHECATION, PLEDGE OR
CHARGE, SUCH FINANCIAL INSTITUTION ENTERS INTO AN AGREEMENT WITH THE
PARTICULAR SECURITYHOLDER, THE ISSUER AND THE ESCROW AGENT WHEREBY IT
AGREES TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT AND ACKNOWLEDGES
THAT THE SECURITIES SO HYPOTHECATED, PLEDGED OR CHARGED MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DEALT WITH EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, AND PROVIDED THAT THE SECURITYHOLDER
PROVIDES TO THE ESCROW AGENT ANY AND ALL DOCUMENTS THAT THE ESCROW
AGENT DEEMS NECESSARY OR REQUIRED IN ORDER TO EFFECT SUCH
HYPOTHECATION, PLEDGE OR CHARGE.
VII. (A) AT ANY TIME OR TIMES PRIOR TO THE TERMINATION OF THE ESCROW
PERIOD, THE ISSUER MAY MAKE CLAIMS AGAINST THE SECOND TRANCHE
FOR INDEMNIFICATION PURSUANT TO AND IN ACCORDANCE WITH ARTICLE
3 OF THE BUSINESS COMBINATION AGREEMENT. THE ISSUER SHALL
PROMPTLY NOTIFY THE SECURITYHOLDERS AND THE ESCROW AGENT IN
WRITING UPON DETERMINATION TO MAKE A CLAIM, AND IN ANY EVENT
PRIOR TO THE EXPIRATION OF THIS AGREEMENT, OF EACH SUCH CLAIM,
INCLUDING A SUMMARY OF THE AMOUNT OF AND BASIS FOR SUCH CLAIM.
IF THE SECURITYHOLDERS OR ANY OF THEM SHALL DISPUTE SUCH CLAIM,
SUCH SECURITYHOLDER(S) SHALL GIVE WRITTEN NOTICE THEREOF TO THE
ISSUER AND TO THE ESCROW AGENT WITHIN SIXTY (60) DAYS AFTER
RECEIPT OF NOTICE OF THE ISSUER'S CLAIM, IN WHICH CASE THE
ESCROW AGENT SHALL CONTINUE TO HOLD THE SECOND TRANCHE OF SUCH
SECURITYHOLDER'S ESCROWED SHARES IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT. IF ANY OF THE SECURITYHOLDERS HAVE NOT
DISPUTED THE CLAIM AS PROVIDED ABOVE, THEN SUCH CLAIM SHALL BE
DEEMED TO HAVE BEEN ACKNOWLEDGED BY SUCH SECURITYHOLDER(S) TO
BE PAYABLE OUT OF SUCH SECURITYHOLDER(S)' PERCENTAGE OF THE
SECOND TRANCHE AND THE ESCROW AGENT SHALL USE ITS BEST EFFORTS
TO PAY SUCH SECURITYHOLDER(S)' RESPECTIVE PERCENTAGE OF SUCH
CLAIM (AND SUCH SECURITYHOLDER(S) SHALL EXECUTE POWERS OF
ATTORNEY IN BLANK AND DELIVER SUCH TO THE ESCROW AGENT FOR THIS
PURPOSE) TO THE ISSUER AS SOON THEREAFTER AS POSSIBLE FOLLOWING
THE DETERMINATION OF THE CURRENT MARKET PRICE OF THE SECOND
TRANCHE PURSUANT TO SECTION 7(B) BELOW. FOR THIS PURPOSE, THE
SECURITYHOLDERS' RESPECTIVE PERCENTAGES ARE AS SET FORTH IN
SCHEDULE "A". IF THE AMOUNT OF THE CLAIM EXCEEDS THE VALUE OF
THE SECOND TRANCHE, THE ESCROW AGENT AND THE SECURITYHOLDERS
SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DEFICIENCY.
(b) The Escrow Agent shall follow the procedure below in making any
payment in satisfaction of a claim against the Second Tranche:
(i) The Escrow Agent shall make payment from the Second
Tranche in such number of Escrowed Shares of each
Securityholder (computed to the nearest whole share)
having a value equal to the Securityholder's share of the
value of the claim, based on such Securityholder's
percentage as set forth in Schedule "A". Any payment of
Escrowed Shares by the Escrow Agent to the Issuer, as the
case may be, shall be treated as a sale by the
Securityholder of such Escrowed Shares to the Issuer for
cancellation for the value described herein. The value of
an Escrowed Share for purposes of this Section shall be
the Current Market Price of the Issuer's Shares (as
hereinafter defined). The Issuer shall, as specified in
(ii) below, notify the Securityholders and Escrow Agent in
writing of the Current Market Price and the number of
Escrowed Shares from the Second Tranche claimed in respect
of each Securityholder.
(ii) For the purpose of this Agreement, the Current Market
Price for any date means the average of the closing price
of the Issuer's common shares during a period of twenty
(20) consecutive trading days ending five (5) trading days
before such date on a national securities exchange or the
Nasdaq National Market (in either case, a "National
Exchange"); provided, however, that if in the opinion of a
board of directors of the Issuer, the public distribution
or trading activity of the Issuer's common shares during
such period does not create a market which reflects the
fair market value of the Issuer's common shares, or the
Shares are not then listed for trading or quoted on a
National Exchange then the Current Market Price of the
Issuer's common shares shall be determined by the Issuer's
auditors, and provided further that any such determination
by the auditors shall be conclusive and binding.
The Escrowed Shares delivered to the Issuer in satisfaction
of a claim shall be allocated among the applicable
Securityholders so as to reduce each such Securityholder's
interest in the remaining Escrowed Shares in proportion to
their respective ownership percentages as set forth on
Exhibit A hereto. In the event that the Escrow Agent must
make payment with a number of Escrowed Shares less than or
different from the number of Shares represented by a
certificate in the escrow, the Escrow Agent shall
surrender such certificate to the Issuer or the transfer
agent and the Issuer shall deliver to the Escrow Agent
certificates of the Issuer's common shares identical in
form but for the number of Escrowed Shares as necessary to
allow for proper payment of the claim so long as the
number of Escrowed Shares of the new certificates plus the
amount of Escrowed Shares used to satisfy such claim shall
be equivalent to the total number of Escrowed Shares
covered by the surrendered certificate.
(c) (i) If the Securityholders or any of them shall dispute a claim
of the Issuer as provided above, the Escrow Agent shall set
aside a portion of such Securityholders' Escrowed Shares
sufficient to pay the Securityholder's percentage of said
claim in full as reasonably determined by the Escrow Agent
based on the valuation procedures in Subsection 7(b) above
(the "Set Aside Amount"). The Escrow Agent shall notify
the other parties hereto in writing of the Set Aside
Amount. The appropriate number of Escrowed Shares in the
Set Aside Amount shall be determined by the procedure
described in Section 7(b)(i) above.
(ii) If the disputed indemnification claim has not been resolved
or settled within fifteen (15) days after the Escrow
Agent's receipt of the Securityholder's notice of dispute
of the same, said indemnification claim shall be settled
by binding arbitration in accordance with the ARBITRATIONS
ACT (Ontario). In no event shall the Escrow Agent be
responsible for any fee or expense of any party to any
arbitration proceeding. The determination of the
arbitrator as to the amount, if any, of the
indemnification claim which is properly allowable shall be
conclusive and binding upon the parties hereto and
judgment may be entered thereon in any court having
jurisdiction thereof, including, without limitation, any
court in the Province of Ontario. The arbitrator shall
have the authority in its discretion to award to the
prevailing party reasonable costs and expenses, including
attorney's fees and the cost of arbitration. The Escrow
Agent shall use its best efforts to make payment of such
claim, as and to the extent allowed, to the Issuer or out
of the Set Aside Amount as soon thereafter as possible.
(iii) Notwithstanding Section 7(c)(ii), if a disputed
indemnification claim has not been resolved or compromised
as of the date of termination of the Escrow Period, and
such claim does not involve a third-party claim or suit,
the Issuer and the applicable Securityholders shall
continue to negotiate in good faith a settlement of such
claims for a period of ten (10) days after the date of
termination of the Escrow Period. If, after the expiration
of such ten-day period, such indemnification claim still
has not been resolved or compromised, such claim shall be
settled in accordance with the arbitration provisions set
forth in Section 7(c)(ii).
(iv) It is understood and agreed that should any dispute arise
under this Section 7, the Escrow Agent, upon receipt of
written notice of such dispute or claim by any of the
Securityholders, is authorised and directed to retain in
its possession without liability to anyone, the Set Aside
Amount relating to such dispute until such dispute shall
have been settled pursuant to Section 7. The Escrow Agent
may, but shall be under no duty whatsoever to, institute
or defend any legal proceedings which relate to the
Escrowed Shares.
VIII. ALL VOTING RIGHTS ATTACHED TO THE ESCROWED SHARES SHALL AT ALL
TIMES BE EXERCISED BY THE RESPECTIVE REGISTERED OWNERS THEREOF AND
THE ISSUER AND THE ESCROW AGENT SHALL TAKE ALL NECESSARY STEPS FROM
TIME TO TIME TO PERMIT THE REGISTERED OWNERS TO EXERCISE SUCH RIGHTS.
IX. The Escrow Agent accepts the responsibilities placed on the Escrow
Agent by this Agreement and agrees to perform them in accordance with
the terms hereof and with the applicable consent of the Issuer or the
direction of the parties hereto.
X. The Issuer hereby acknowledges the terms and conditions of this
Agreement and agrees to take all reasonable steps to facilitate the
Issuer's performance of this Agreement and to pay the Escrow Agent's
proper charges for the Escrow Agent's services as Escrow Agent of this
escrow.
XI. (a) The Escrow Agent may, at the expense of the Issuer, employ or
retain such counsel or other experts or advisors as it
reasonably requires for the purpose of discharging its duties
hereunder and may pay reasonable remuneration for all services
so performed by any of them, without taxation of costs of any
counsel, and will not be responsible for any misconduct or
negligence on the part of any of them who has been selected with
due care by the Escrow Agent or for any actions taken by the
Escrow Agent in reliance on the advice provided.
(b) The Escrow Agent and its directors, officers, agents and employees
will at all times be jointly and severally indemnified and saved
harmless by the Issuer and the Securityholders from and against
all claims, demands, losses, actions, costs, charges, expenses,
damages and liabilities whatsoever arising in connection with
this Agreement, including, without limitation, those arising
out of or related to actions taken or omitted to be taken by
the Escrow Agent contemplated hereby, legal fees and
disbursements on a solicitor and client basis, and costs and
expenses incurred in connection with the enforcement of this
indemnity, which the Escrow Agent may suffer or incur, whether
at law or in equity, in any way caused by or arising, directly
or indirectly, in respect of any act, deed, matter or thing
whatsoever made, done, acquiesced in or omitted in or about or
in relation to the execution of its duties as Escrow Agent and
including any deed, matter or thing in relations to the
registration, perfection, release or discharge of security. The
foregoing provisions of this Section do not apply to the extent
that in any circumstances there has been a failure by the
Escrow Agent or its employees or agents to act honestly and in
good faith or where the Escrow Agent or its employees or agents
have acted with negligence or in wilful disregard to the Escrow
Agent's obligations hereunder. The Escrow Agent shall not incur
any liability or responsibility whatsoever or be in any way
responsible for the consequence or any breach on the part of
the Issuer or Securityholders of any of the covenants herein
contained.
XII. IF THE ESCROW AGENT SHOULD WISH TO RETIRE, THE ESCROW AGENT SHALL
PROVIDE NINETY (90) DAYS' NOTICE TO THE ISSUER, AND THE ISSUER MAY
BY WRITING APPOINT ANOTHER TRUSTEE IN THE ESCROW AGENT'S PLACE AND
SUCH APPOINTMENT SHALL BE BINDING ON THE SECURITYHOLDERS, AND THE
NEW TRUSTEE SHALL ASSUME AND BE BOUND BY THE OBLIGATIONS OF THE
ESCROW AGENT HEREUNDER.
XIII. IF AT ANY TIME, A DISPUTE, OTHER THAN THAT CONTEMPLATED IN SECTION 7(C)
SHALL EXIST, OR THE ESCROW AGENT CONCLUDES IN ITS SOLE DISCRETION THAT
THERE IS A BONA FIDE QUESTION, CONFUSION OR DISPUTE, IN RESPECT TO THE
ESCROW AGENT'S DUTIES UNDER THIS AGREEMENT OR THE HOLDING OR DELIVERY
OF THE ESCROWED SHARES, THE ESCROW AGENT MAY, IN ITS SOLE DISCRETION,
DELIVER THE ESCROWED SHARES THEN REMAINING TO THE CLERK OF THE SUPERIOR
COURT OF JUSTICE OF ONTARIO AND INTERPLEAD EACH OF THE PARTIES TO THIS
AGREEMENT. UPON SO DELIVERING THE ESCROWED SHARES THEN REMAINING, AND
INTERPLEADING THE PARTIES, THE ESCROW AGENT SHALL BE RELEASED FROM ALL
OBLIGATIONS UNDER THE AGREEMENT.
XIV. THIS AGREEMENT MAY BE AMENDED ONLY UPON AGREEMENT BY THE ISSUER, THE
ESCROW AGENT AND THE SECURITYHOLDERS.
XV. THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS IN THE SAME FORM
AND THE COUNTERPARTS SO EXECUTED SHALL TOGETHER CONSTITUTE ONE ORIGINAL
AGREEMENT, AND THE PARTS, IF MORE THAN ONE, SHALL BE READ TOGETHER AND
SHALL BE CONSTRUED AS IF ALL THE SIGNING PARTIES HERETO HAD EXECUTED
ONE COPY OF THIS AGREEMENT.
XVI. THIS AGREEMENT TOGETHER WITH THE LOCK-UP AGREEMENT AND THE BUSINESS
COMBINATION AGREEMENT CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE
PARTIES TO THIS AGREEMENT WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS,
NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, BETWEEN THE
PARTIES AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER
AGREEMENTS BETWEEN THE PARTIES IN CONNECTION WITH THIS AGREEMENT ,
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
XVII. THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH AND GOVERNED IN
ALL RESPECTS BY THE LAWS OF THE PROVINCE OF ONTARIO.
XVIII. ANY PROVISION OR PORTION OF ANY PROVISION OR PROVISIONS OF THIS
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 AGREEMENT AND ALL OTHER PROVISIONS
AND PARTS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND
BE BINDING ON THE PARTIES TO THIS AGREEMENT AS THOUGH THE ILLEGAL OR
UNENFORCEABLE PROVISION OR PROVISIONS OR PART OR PARTS OF THE AGREEMENT
HAD NEVER BEEN INCLUDED IN THIS AGREEMENT.
XIX. IN THIS AGREEMENT, THE TERM "SECURITYHOLDERS" SHALL INCLUDE THE
SECURITYHOLDERS' RESPECTIVE PERMITTED TRANSFEREES WITHIN ESCROW AND ANY
PERSON TO WHOM THE INTEREST OF A SECURITYHOLDER MAY BE TRANSMITTED BY
OPERATION OF LAW AS PROVIDED HEREIN, AND THE EXPRESSION "THE ESCROW
AGENT" SHALL INCLUDE A NEW TRUSTEE APPOINTED HEREUNDER, AND WHEREVER
THE SINGULAR OR MASCULINE IS USED, THE SAME SHALL BE CONSTRUED TO
INCLUDE THE PLURAL OR FEMININE OR NEUTER WHERE THE CONTEXT SO REQUIRES.
XX. IT IS ACKNOWLEDGED THAT FIFTY (50%) PERCENT OF THE LRC SHARES OR 50% OF
THE ESCROWED SHARES, DEPENDING ON TIMING, HELD BY SECURITYHOLDER COREN
TO BE ACQUIRED BY THE ISSUER PURSUANT TO THE OFFER WILL BE TRANSFERRED
TO SECURITYHOLDER XXXX XXXXXXXXX PURSUANT TO A DIVORCE AGREEMENT, AT
WHICH TIME NATHANAIL SHALL BECOME A SECURITYHOLDER HEREUNDER. NATHANAIL
AGREES TO BE BOUND BY ALL OF THE TERMS AND OBLIGATIONS OF THIS
AGREEMENT.
XXI. ANY NOTICE HEREIN REQUIRED OR PERMITTED TO BE GIVEN BY ANY PARTY TO THE
OTHERS SHALL BE IN WRITING AND SHALL BE DELIVERED OR SENT BY TELEX OR
FACSIMILE TRANSMISSION, PERSONAL DELIVERY OR PRE-PAID REGISTERED MAIL
TO THE APPLICABLE ADDRESS SET FORTH BELOW:
in the case of MEII, to the following:
Med-Emerg International Inc.
0000 Xxxxxxxx Xxxx,
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: The President
Facsimile: (000) 000-0000
in the case of LRC, to:
Laser Rejuvenation Clinics Ltd.
000 - 0000 Xxxxxxx Xxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: The President
FAX No.: (000) 000-0000
with a copy to:
XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxx
Fax No. (000) 000-0000
in the case of Xxxxxx Xxxxx, to:
Suite X000
Xxx Xxxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
with a copy to:
XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxx
Fax No. (000) 000-0000
in the case of Xxx Xxx, to:
Xxxxx 000
0000 - 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
with a copy to:
XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxx
Fax No. (000) 000-0000
in the case of Xxxx Xxxxxxxxx, to:
000 Xxxxxx Xxxxx Xxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
with a copy to:
XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxx
Fax No. (000) 000-0000
in the case of the Escrow Agent, to:
Olympia Trust Company
0000, 000 - 0 Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Manager, Client Services
Fax No. (000) 000-0000
Any such communication so given or made shall be deemed to have been given or
made and to have been received on the day of delivery if delivered, or on the
day of faxing or sending by other means of recorded electronic communication,
provided that such day in either event is a Business Day and the communication
is so delivered, faxed or sent before 4:30 p.m. (local time at place of receipt)
on such day, with a confirmation of receipt printed from the sender's machine.
Otherwise, such communication shall be deemed to have been given and made and to
have been received on the next following Business Day. Any such communication
sent by mail shall be deemed to have been given and made and to have been
received on the fifth Business Day following the mailing thereof, provided,
however, that no such communication shall be mailed during any actual or
apprehended disruption of postal services. Any such communication given or made
in any other manner shall be deemed to have been given or made or to have been
received only upon actual receipt.
XXII. THIS AGREEMENT SHALL ENURE TO THE BENEFIT OF AND BE BINDING ON THE
PARTIES TO THIS AGREEMENT AND EACH OF THEIR HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND PERMITTED ASSIGNS.
IN WITNESS WHEREOF, the Issuer, the Escrow Agent and the
Securityholders have executed this Escrow Agreement as of the date first above
written.
MED-EMERG INTERNATIONAL INC.
By: ------------------------
Name:
Title:
OLYMPIA TRUST COMPANY
By: ------------------------
Name:
Title:
By: ------------------------
Name:
Title:
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WITNESS XXXXXX XXXXX
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WITNESS XXX XXX
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WITNESS XXXX XXXXXXXXX
