1. COOKS FOOD GROUP LIMITED a New Zealand incorporated company having is registered office at Level 7, 28 Brandon Street, Wellington (the Company)

Transcription

1 DEED OF ESCROW

2 THIS DEED is dated the day of September 2008 PARTIES 1. COOKS FOOD GROUP LIMITED a New Zealand incorporated company having is registered office at Level 7, 28 Brandon Street, Wellington (the Company) 2. The shareholders of the Company listed in the Schedule to this Deed (the Shareholders). BACKGROUND A. The Company has applied to New Zealand Exchange Limited to be listed and have its ordinary shares quoted on the New Zealand Alternative Exchange (NZAX). B. The Shareholders each own the number of ordinary shares in the Company set out beside their name in the Schedule to this Deed (Escrow Shares). C. The Shareholders are long term investors in the Company and have agreed to not sell or otherwise transfer the Escrow Shares on the terms and conditions set out in this Deed. OPERATIVE PART 1. Escrow Covenant: The Shareholders each covenant to the Company that they will not, and not agree to, sell, transfer or otherwise dispose of their Escrow Shares other than as expressly permitted by this Deed (Escrow) during the terms of this Escrow. 2. Term of Escrow: The Escrow will take effect immediately upon the Company s shares commencing quotation on the NZAX (Listing Date). Escrow Shares will be released from the Escrow and become freely transferable in the same manner as all other ordinary shares of the Company as follows: (a) on the day that is one year after the Listing Date, 25% of each Shareholders Escrow Shares will be released from the Escrow; (b) on the day that is one year and three months after the Listing Date, 25% of each Shareholders Escrow Shares (calculated as at the date of the Escrow taking effect) will be released from the Escrow; (c) (d) on the day that is one year and six months after the Listing Date, 25% of each Shareholders Escrow Shares (calculated as at the date of the Escrow taking effect) will be released from the Escrow; and on the day that is one year and nine months after the Listing Date (Termination Date), the Escrow will lapse entirely. 3. Variation of Escrow: If, during the term of the Escrow: 2

3 (a) (b) any of the Shareholders suffers a personal hardship; or desires to transfer Escrow Shares as a result of a change in trustees of any trust through which Escrow Shares are held, then the board of the Company may unanimously resolve to release some or all of that Shareholders Escrow Shares from the Escrow on such terms and conditions as it thinks fit. 4. Lien: The Shareholders agree that the Company may register a lien on the share register of the Company in respect of the Escrow Shares on the Listing Date and maintain such lien until the Termination Date. 5. Shareholder Acknowledgement: The Shareholders acknowledge and agree that the board of the Company may refuse to register any attempted transfer of Escrow Shares which is not made in compliance with the terms of this Deed. 6. Several Obligations: The obligations of the Shareholders under this Deed are several and not joint. 7. Contracts Privity: Nothing in this Deed confers an enforceable benefit on any third party under the Contracts (Privity) Act New Shares: For the avoidance of doubt the Escrow shall only apply to the shares held by the Shareholders as at the Listing Date and set out in the Schedule to this Deed and the Escrow will not apply to any shares of the Company that are subscribed for or otherwise issued to the Shareholders subsequent to the Listing Date PROVIDED THAT should a consolidation or subdivision of the Company s ordinary shares occur, the Escrow will continue to apply to the Escrow Shares as consolidated or subdivided. EXECUTED AS A DEED Signed for and on behalf of ) Cooks Food Group Limited ) Graeme Keith Jackson ) GK Jackson 3

4 Signed by the trustees of ) The Nikau Trust ) GK Jackson PF Jackson PM Picot Signed for and on behalf of ) Katie Investments Limited ) Signed for and on behalf of ) Tasman Portfolio Limited ) Signed by the trustees of ) The Hathi Trust ) DE Christian SM Vujnovich Signed by the trustees of ) Romana Benevolent Trust ) DF Hattaway BR Everett Diana Elizabeth Christian ) DE Christian 4

5 Robin Collis ) R Collis Michael Bruce Guthrie ) MB Guthrie Anthony Phillip Kember ) AP Kember 5

6 Penelope Merthyr Kember ) PM Kember Donald Grant Cowie ) DG Cowie Judith Margaret Cowie ) JM Cowie Lynda Patricia Smyth ) LP Smyth 6

7 SCHEDULE Shareholder Address Escrow Shares Graeme Keith Jackson Graeme Keith Jackson, Patricia Frances Jackson and Philip Mack Picot as trustees of the Nikau Trust Katie Investments Limited Tasman Portfolio Limited Diana Elizabeth Christian and Sonya Marie Vujnovich as trustees of the Hathi Trust Donald Frederick Hattaway and Brian Robert Everett as trustees of the Romana Benevolent Trust Diana Elizabeth Christian Robin Collis Michael Bruce Guthrie Anthony Phillip Kember and Penelope Merthyr Kember Donald Grant Cowie and Judith Margaret Cowie Lynda Patricia Smyth 162 Orakei Road 162 Orakei Road 162 Orakei Road 220 Thomas Road Hamilton 16 Albert Road Devonport North Shore City 10a Hunterville Court Ellerslie 16 Albert Road Devonport North Shore City 46 Kelvin Road Meadowbank 126 Jeffrey Street Dunedin 62 Arney Road 5 Entrican Avenue 121a Ngapuhi Street 5,537, ,000 1,999, , ,000 1,897, , , ,409 7