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FORM 16
(APPENDIX A TO LOCAL POLICY STATEMENT 3-07)
ESCR0W AGREEMENT
THIS AGREEMENT is dated for reference January 5, 1996 and made
AMONG:
THE MONTREAL TRUST COMPANY OF CANADA, 510 Burrard
Steet
Vancouver, B.C., Canada V6C 3B9
(the "Escrow Agent")
AND:
TITAN TRADING ANALYTICS INC., of 3473 Ellis Place,
Nanaimo, B.C. Canada V9T 4Y6
(the "Issuer")
AND:
TTN ESCROW CAPITAL CORP., of 3473 E11is Place, Nanaimo,
British Columbia V9T 4Y6
(the "Shareholder").
WHEREAS the Shareholder has acquired shares of the Issuer;
AND WHEREAS the Escrow Agent has agreed to act as escrow agent
in respect of the shares upon the acquisition of the shares by the
Shareholder;
NOW THEREFORE in consideration of the covenants contained in this
agreement and other good valuable consideration (the receipt and
sufficiency of which is acknowledged), the Parties agree as
follows:
1. INTERPRETATION
In this agreement:
(a) "Acknowledgement" means the acknowledgement and agreement to
be bound in the form attached as Schedule A to this agreement;
(b) "Act" means the Securities Act, S.B.C. 1985, c. 83, as amended;
(c) "Exchange" means the Vancouver Stock Exchange;
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(d) "IPO" means the initial public offering of common shares of
the Issuer under a prospectus which has been filed with, and
for which a receipt has been obtained from, the Superintendent
under section 42 of the Act;
(e) "Local Policy Statement 3-07" means the Local Policy Statement
3-07 in effect as of the date of reference of this agreement
and attached as Schedule B to this agreement;
(f) "Shareholder" means a holder of shares of the Issuer who
executes this agreement or an Acknowledgement;
(g) "Shares" means the shares of the Shareholder described in
Schedule C to this agreement, as amended from time to time in
accordance with section 9;
(h) "Executive Director" means the Executive Director appointed
under the Act; and
(i) "Executive Director or the Exchange" means the Executive
Director, if the shares of the Issuer are not listed on the
Exchange, or the Exchange, if the shares of the Issuer are
listed on the Exchange.
2. PLACEMENT OF SHARES IN ESCROW
The Shareholder places the Shares in escrow with the Escrow Agent and
shall deliver the certificates representing the Shares to the Escrow
Agent as soon as practicable.
3. VOTING OF SHARES IN ESCROW
Except as provided by section 4(a), the Shareholder may exercise all
voting rights attached to the Shares.
4. WAIVER OF SHAREHOLDER'S RIGHTS
The Shareholder waives the rights attached to the Shares
(a) to vote the Shares on a resolution to cancel any of the
Shares,
(b) to receive dividends, and
(c) to participate in the assets and property of the Issuer on a
winding up or dissolution of the Issuer.
5. ABSTENTION FROM VOTING AS A DIRECTOR
A Shareholder that is or becomes a director of the Issuer shall abstain
from voting on a directors' resolution to cancel any of the Shares.
6. TRANSFER WITHIN ESCROW
(1) The Shareholder shall not transfer any of the Shares except in
accordance with Local Policy Statement 3-07 and with the consent
of the Executive Director or the Exchange.
(2) The Escrow Agent shall not effect a transfer of the Shares
within escrow unless the Escrow Agent has received
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(a) a copy of an Acknowledgement executed by the person to
whom the Shares are to be transferred; and
(b) a letter from the Executive Director or the Exchange
consenting to the transfer.
(3) Upon the death or bankruptcy of a Shareholder, the Escrow
Agent shall hold the Shares subject to this agreement for the
person that is legally entitled to become the registered owner
of the Shares.
7. RELEASE FROM ESCROW
(1) The Shareholder irrevocably directs the Escrow Agent to retain
the Shares until the Shares are released from escrow pursuant
to subsection (2) or surrendered for cancellation pursuant to
section 8.
(2) The Escrow Agent shall not release the Shares from escrow unless
the Escrow Agent has received a letter from the Executive
Director or the Exchange consenting to the release.
(3) The approval of the Executive Director or the Exchange to a
release from escrow of any of the Shares shall terminate this
agreement only in respect of the Shares so released.
8. SURRENDER FOR CANCELLATION
The Shareholder shall surrender the Shares for cancellation and the
Escrow Agent shall deliver the certificates representing the Shares to
the Issuer
(a) at the time of a major reorganization of the Issuer, if
required as a condition of the consent to the
reorganization by the Executive Director or the Exchange,
(b) where the Issuer's shares have been subject to a cease
trade order issued under the Act for a period of 2
consecutive years, or
(c) 10 years from the later of the date of issue of the Shares
and the date of the receipt for the Issuer's prospectus on
its IPO, or
9. AMENDMENT OF AGREEMENT
(1) Subject to subsection (2), this agreement may be amended only by
a written agreement among the Parties and with the written
consent of the Executive Director or the Exchange.
(2) Schedule C to this agreement shall be amended upon
(a) a transfer of Shares pursuant to section 6,
(b) a release of Shares from escrow pursuant to section 7,
or
(c) a surrender of Shares for cancellation pursuant to
section 8,
and the Escrow Agent shall note the amendment on the Schedule C in
its possession.
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10. INDEMNIFICATION OF ESCROW AGENT
The Issuer and the Shareholders, jointly and severally, release,
indemnify and save harmless the Escrow Agent from all costs, charges,
claims, demands, damages, losses and expenses resulting from the
Escrow Agent's compliance in good faith with this agreement.
1l. RESIGNATION OF ESCROW AGENT
(1) If the Escrow Agent wishes to resign as escrow agent in
respect of the Shares, the Escrow Agent shall give not fewer
than 30 days notice to the Issuer.
(2) If the Issuer wishes the Escrow Agent to resign as escrow
agent in respect of the Shares, the Issuer shall give not
fewer than 30 days notice to the Escrow Agent.
(3) A notice referred to in subsection (1) or (2) shall be in
writing and delivered to
(a) the Issuer at:
3473 Ellis Place, Nanaimo, B.C. V9T 4Y6, Canada
or
(b) the Escrow Agent at:
510 Burrard Street
Vancouver, B.C.
V6C 3B9
and the notice shall be deemed to have been received on the
date of delivery. The Issuer or the Escrow Agent may change
its address for notice by giving notice to the other party in
accordance with this subsection.
(4) A copy of a notice referred to in subsection (1) or (2)
shall concurrently be delivered to the Executive Director or
the Exchange.
(5) The resignation of the Escrow Agent shall be effective and the
Escrow Agent shall cease to be bound by this agreement on the
date that is 180 days after the date of receipt of the notice
referred to in subsection (1) or (2) or on such other date as
the Escrow Agent and the Issuer may agree upon (the
"resignation date").
(6) The Issuer shall, before the resignation date and with the
written consent of the Executive Director or the Exchange,
appoint another escrow agent and that appointment shall be
binding on the Issuer and the Shareholders.
12. FURTHER ASSURANCES
The Parties shall execute and deliver any documents and perform any
acts necessary to carry out the intent of this agreement.
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13. TIME
Time is of the essence in this agreement.
14. GOVERNING LAWS
This agreement shall be construed in accordance with and governed by
the laws of British Columbia and the laws of Canada applicable in
British Columbia.
15. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which shall
constitute one Agreement.
16. LANGUAGE
Wherever a singular expression is used in this agreement, that
expression is deemed to include the plural or the body corporate
where required by the context.
17. ENUREMENT
This Agreement enures to the benefit of and is binding on the
Parties and their heirs, executors, administrators, successors and
permitted assigns.
The Parties have executed and delivered this agreement as of
the date of reference of this agreement.
The Common Seal of )
Montreal Trust Company Of Canada )
was affixed in the presence of: ) c/s
)
/s/____________________________________ )
Authorized Signatory )
)
/s/____________________________________ )
Authorized Signatory )
The Common Seal of )
Titan Trading Analytics Inc. )
was affixed in the presence of: ) c/s
)
/S/ Michael Paauwe )
Authorized Signatory )
)
/S/ Michael Gossland )
Authorized Signatory )
The Common Seal of )
TTN Escrow Capital Corp. )
was affixed in the presence of: ) c/s
)
/S/ Michael Paauwe )
Authorized Signatory )
)
/S/ Michael Gossland )
Authorized Signatory )
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SCHEDULE A
ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND
To: Executive Director or Vancouver Stock Exchange
1100 - 865 Hornby St. 609 Granville Street
Vancouver, B.C. Vancouver, B.C.
V6Z 2H4 V7Y 1H1
(if the share are not (if the shares are listed
listed on the Vancouver on the Vancouver Stock
Stock Exchange) Exchange)
I acknowledge that I have entered into an agreement with _____________
under which __________________ shares of _____________________________
(the "Shares") will be transferred to me upon receipt of regulatory
approval, and that the Shares are held in escrow subject to an escrow
agreement dated for reference ________, 19__(the "Escrow Agreement"),
a copy of which is attached as Schedule A hereto.
In consideration of $1.00 and other good and valuable consideration
(the receipt and sufficiency of which is acknowledged) I agree,
effective upon receipt of regulatory approval of the transfer to me
of the Shares, to be bound by the Escrow Agreement in respect of the
Shares as if I were an original signatory to the Escrow Agreement.
Dated at ___________________ on ______________ , 19___.
Where the transferee is an individual:
Signed, sealed and delivered )
by )
in the presence of: )
)
________________________________________ )
Name )
________________________________________ )
Address )
________________________________________ )
)
________________________________________ )
Occupation
Where the transferee is a company:
The Common Seal of )
)
was affixed in the presence of: ) c/s
)
/S/ Michael Paauwe )
Authorized Signatory )
)
________________________________________ )
Authorized Signatory
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SCHEDULE B
[Copy of Local Policy Statement 3-07 to be attached]
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SCHEDULE C
Number of Shares
Name of Shareholder Held in Escrow
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TTN Escrow Capital Corp. 3,000,000