EX-4.10




EXHIBIT 4.10


DATE


 



THE COVENANTOR




and




TITANIUM ASSET MANAGEMENT CORP.




and




SEYMOUR PIERCE LIMITED




 





LOCK IN DEED




relating to TITANIUM ASSET MANAGEMENT CORP.




 


 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Subject matter	 	Page	 
	1.	 	DEFINITIONS
	 	 	1	 
	2.	 	INTERPRETATION
	 	 	3	 
	3.	 	CONDITION
	 	 	4	 
	4.	 	LOCK IN AND ORDERLY MARKET PROVISIONS
	 	 	4	 
	5.	 	UNDERTAKINGS
	 	 	6	 
	6.	 	GENERAL
	 	 	6	 
	 	 	SCHEDULE THE COVENANTORS
	 	 	9	 






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LOCK IN DEED




DATE




PARTIES





	(1)	 	                    , of                    (the “Covenantor”);
	 
	(2)	 	TITANIUM ASSET MANAGEMENT CORP., a corporation organised under the laws of the State of
Delaware pursuant to the Delaware General Corporation Law whose registered office is located
at 16192 Coastal Highway, Lewes, Sussex, Delaware U.S.A. (the “Company”); and
	 
	(3)	 	SEYMOUR PIERCE LIMITED, a company organised under the laws of England and Wales with its
principal office at 20 Old Bailey, London, EC4M 7EN, UK (“Seymour Pierce”).





RECITALS





	(A)	 	Pursuant to the acquisition agreement between the Company and                     , dated                     , 2007 (the “Acquisition Agreement”) the
Company proposes to issue the Consideration
Shares (as hereinafter defined) to certain of
shareholders of                     including the Covenantor, in
partial settlement of the consideration payable
on completion of the Acquisition Agreement,
whereby the Company will, upon satisfaction of
certain conditions including obtaining the
approval to the transaction by the shareholders
of the Company, acquire all the outstanding
securities of                     (the “Acquisition”)
	 
	(B)	 	The Acquisition, when combined with other acquisitions, will amount to a reverse takeover
under rule 14 of the AIM Rules. As a consequence, trading in the securities of the Company on
AIM will be cancelled upon shareholder approval of, inter alia, the Acquisition. The Company
intends making an application to seek the Readmission of its securities (including the
Consideration Shares) to trading on AIM.
	 
	(C)	 	Subject to the terms of this deed, the Covenantor has agreed with the Company and Seymour
Pierce to enter into certain restrictions with regard to the Disposal (as hereinafter defined)
by them (or any of their Associates) of the Locked-in Shares.





IT IS AGREED AS FOLLOWS:





	1.	 	DEFINITIONS
	 
	 	 	In this deed and in the recitals to this deed the following definitions apply:
	 
	 	 	“AIM”






the market of that name operated by London Stock Exchange plc;



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	 	 	“AIM Rules”






the rules for AIM companies issued by London Stock Exchange plc as amended from
time to time;




	 	 	“Associate”






in relation to the Covenantor, his associates as defined in the definition of
“related party” in the glossary to the AIM Rules;




	 	 	“Business Day”






a day (other than a Saturday or Sunday) on which banks in London are open for
general business;




	 	 	“City Code”






the City Code on Takeovers and Mergers;




	 	 	“Common Shares”






the shares of common stock of $0.0001 each in the capital of the Company (or such
other nominal amount of the Company’s shares of common stock following any
consolidation, sub-division, repayment or reduction of capital or other event
giving rise to an adjustment of the nominal amount of such shares of common stock
hereafter), including any such shares allotted (whether or not subject to any
condition) but not yet issued;




	 	 	“Consideration Shares”






     Shares, equal in value to such number of Shares that at the time of payment
under the Acquisition Agreement equals $                     at the time of payment proposed to be
issued to the sellers (including the Covenantor) as partial consideration in
connection with and pursuant to the Acquisition Agreement;




	 	 	“Disposal”






(includes any sale, transfer, mortgage, assignment, grant of options over,
charge, pledge, or other disposal or an agreement to sell, transfer, mortgage,
assign, grant options over, charge, pledge or otherwise dispose, or any
transaction which has the same economic effect as a Disposal (including, without
limitation, any swap or contract for differences) and “Dispose” shall be
construed accordingly;




	 	 	“Family Members”






any spouse (but not any former spouse), children, grandchildren (including step
and adopted), brothers, sisters and parents;




	 	 	“Financial Services Authority”






the Financial Services Authority of the United Kingdom;



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	 	 	“Locked-In Shares”






	 	(a)	 	the Common Shares held or controlled, whether directly or indirectly,
by the Covenantor or any of his Associates on or immediately following the date of
Readmission; and
	 
	 	(b)	 	any additional Common Shares or other securities in the Company
allotted or issued to and/or acquired by the Covenantor or any of his Associates
up to and including the last day of the Orderly Market Period;






	 	 	“Lock-In Period”






the period of 12 months commencing on the date of Readmission;




	 	 	“London Stock Exchange”






London Stock Exchange plc;




	 	 	“Orderly Market Period”






the period commencing at the end of the Lock-In Period and expiring 12 months
thereafter;




	 	 	“Readmission”






readmission of the entire ordinary share capital of the Company and warrants
issued and to be issued to trading on AIM, such readmission becoming effective in
accordance with rule 6 of the AIM Rules;




	 	 	“Readmission Document”






the document in the agreed form to be issued by the Company in connection with,
inter alia, the Acquisition and the Readmission;




	2.	 	INTERPRETATION






	2.1	 	In this deed:






	2.1.1	 	the contents page and clause headings are for convenience only and do not affect its
construction;
	 
	2.1.2	 	words denoting the singular include the plural and the other way round; and
	 
	2.1.3	 	words denoting one gender includes all genders.






	2.2	 	In this deed, unless otherwise specified or the context otherwise requires, a reference to:






	2.2.1	 	a person is to be construed to include a reference to any individual, firm, partnership,
company, corporation, association, organisation or trust (in each case whether or not having a
separate legal personality);
	 
	2.2.2	 	a party is a reference to a party to this deed;




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	2.2.3	 	a document, instrument or agreement (including, without limitation, this deed) is a
reference to any such document, instrument or agreement as modified, amended, varied,
supplemented or novated from time to time;
	 
	2.2.4	 	a recital or clause is a reference to a recital to, a clause of this deed and a reference to
this deed includes its recitals and the schedule;
	 
	2.2.5	 	a provision of any statute or other legislation is to be construed as a reference to such
provision as amended or re-enacted or as its application is modified from time to time
(whether before or after the date of this deed) and shall include reference to any provision
of which it is a re-enactment (whether with or without modification) and to any orders,
regulations, instruments or other subordinate legislation (and relevant codes of practice)
made under the relevant statute or other legislation except to the extent that any amendment
or re-enactment coming into force after the date of this deed would increase or extend the
liability of any party to any other person under this deed; and
	 
	2.2.6	 	writing shall include any method of reproducing words in a legible and permanent form.






	2.3	 	Words or phrases used in this deed and defined in the Readmission Document shall have the
meaning set out in the Readmission Document.






	3.	 	CONDITION






	3.1	 	The obligations of the parties to this deed are conditional upon Readmission.
	 
	3.2	 	If the condition set out in clause 3.1 is not fulfilled by                    2007, this deed shall cease and determine and no party to
this deed shall have any claim against any other party to
this deed for costs, damages, compensation or otherwise.






	4.	 	LOCK IN AND ORDERLY MARKET PROVISIONS






	4.1	 	Subject to the provisions of clause 4.2, the Covenantor undertakes to each of the Company and
Seymour Pierce that he will not, and will use his reasonable endeavours to procure that his
Associates will not:






	4.1.1	 	prior to the last day of the Lock-In Period, Dispose of, or agree to Dispose of, directly or
indirectly, any of the Locked-In Shares or any interest in or right to them; and
	 
	4.1.2	 	during the Orderly Market Period, Dispose of, or agree to Dispose of, directly or
indirectly, any of the Locked-In Shares or any interest in or right to them, except subject to
the orderly market provisions set out in clause 4.3 below.






	4.2	 	The undertakings contained in clause 4.1 above shall not apply to any Disposals by the
Covenantor of Locked-In Shares made:






	4.2.1	 	as a result of an acceptance of an offer for the entire issued share capital of the Company
or the giving of an irrevocable undertaking to accept an offer or offers or proposal for
shares or convertible securities in the Company to which the City Code would apply (in either
case excluding Common Shares already held by the offeror) which has either been recommended
for acceptance by the directors of the Company or has become




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	 	 	unconditional as to acceptances, provided that nothing in this clause shall exclude a
Covenantor from giving an irrevocable undertaking to accept an offer or offers or
proposal for shares or convertible securities in the Company to which the City Code
would apply which is conditional upon such offer or offers or proposal becoming or
being declared unconditional in all respects and being recommended for acceptance by
the directors of the Company;






	4.2.2	 	for bona fide purposes to any of such Covenantors’ Family Members provided that such new
transferee, before registration of any transfer of such securities to such transferee,
executes an agreement in relation to such securities in similar terms to that contained in
this deed in a form reasonably satisfactory to each of Seymour Pierce and the Company (which
will be evidenced by written confirmation from each);
	 
	4.2.3	 	pursuant to or in connection with an offer by the Company for the purchase or redemption of
its own share capital in accordance with applicable law and the AIM Rules;
	 
	4.2.4	 	pursuant to an intervening court order; or
	 
	4.2.5	 	by personal representatives of the Covenantor if he shall die during the Lock-In Period or
the Orderly Market Period provided that the sale by such personal representatives pursuant to
this clause 4.2.5 during such period shall be effected in accordance with the reasonable
requirements of Seymour Pierce so as to ensure an orderly market for the issued share capital
of the Company.






	4.3	 	If the Covenantor wishes to Dispose of any of his Locked-In Shares during the Orderly Market
Period, then in order to maintain an orderly market, any such Disposal shall be effected
through Seymour Pierce in its capacity as the Company’s broker under the AIM Rules, provided
that:






	4.3.1	 	Seymour Pierce is, at the time of such proposed Disposal, authorised by the Financial
Services Authority to effect such Disposal; and
	 
	4.3.2	 	in the execution of such Disposal, Seymour Pierce offers competitive pricing and trading
terms for the quantity of Locked-in Shares being Disposed based on market terms quoted by any
other reputable stockbroker or dealer in securities in the United Kingdom in respect of such
Disposal.






	4.4	 	In the event that Seymour Pierce is no longer the Company’s broker, then the benefits of the
provisions of this clause 4 shall (without need for any further action) pass to any successor
broker which has replaced Seymour Pierce.
	 
	4.5	 	Any sale pursuant to clause 4.3 above shall be effected by Seymour Pierce within five (5)
Business Days of the receipt by Seymour Pierce of notification from the Covenantor of his
intention to sell any of the Locked-in Shares. In the event that such sale is not effected
within five (5) Business Days in accordance with this clause 4.5, the Covenantor shall be
entitled to sell the Locked-in Shares through any other stockbroker or dealer in securities.




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	5.	 	UNDERTAKINGS






	5.1	 	The Covenantor agrees that:






	5.1.1	 	if any of the Locked-In Shares beneficially owned by him are registered in the name of any
other person, it shall procure that such person complies with the obligations set out in this
deed as though it were a party to this deed;
	 
	5.1.2	 	if he holds Locked-In Shares as nominee for any other person, it shall use his reasonable
endeavours to procure that such person complies with the obligations set out in this deed as
though it were a party to this deed; and
	 
	5.1.3	 	the restriction on Disposals and the other provisions in this deed will be binding on each
such person and his successors and assigns.






	5.2	 	The Covenantor consents to the inclusion in the Readmission Document of references to this
deed and a summary of its contents and agrees and acknowledges that the particulars of this
deed may be available for inspection by members of the public and published by the Company
(including, without limitation, in any document required in connection with Admission) and
hereby consents to any such inspection and publication.






	6.	 	GENERAL






	6.1	 	Authority
	 
	 	 	The Covenantor warrants that he has the power and authority to enter into and give the
undertakings in this deed without obtaining the consent of any third party.
	 
	6.2	 	Registered Holders
	 
	 	 	The Covenantor warrants that upon Readmission, he will be the registered holder and/or
beneficial owner of the number of Common Shares set out next to his name in the schedule.
	 
	6.3	 	Assignment
	 
	 	 	Subject to clause 4.4 this deed is personal to the parties hereto and may not be assigned
by any party without the prior written consent of the other parties (such consent not to
be unreasonably withheld or delayed). This deed is binding on and enures for the benefit
of the successors and permitted assigns
	 
	6.4	 	Variation
	 
	 	 	No variation of this deed shall be effective unless made in writing and signed by or on
behalf of each of the parties.
	 
	6.5	 	Contracts (Rights of Third Parties) Act 1999






	6.5.1	 	Subject to the provisions of clause 6.5.2 no person who is not a party to this deed has any
rights on any person under the Contracts (Rights of Third Parties) Act 1999.
	 
	6.5.2	 	A successor to Seymour Pierce as broker to the Company has the right to enforce the
provisions of clause 4 of this deed.




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	6.6	 	Counterparts
	 
	 	 	This deed may be executed in one or more counterparts and by the parties to it on separate
counterparts, each of which when so executed and delivered shall be an original, but all
the counterparts shall together constitute one and the same instrument.
	 
	6.7	 	Notices






	6.7.1	 	Each party may give any notice or other communication under or in connection with this deed
by letter or facsimile transmission addressed to any other party. The address for service of
each party shall be the address set out above or, in the case of the Covenantor, the address
stated in clause 6.10.2, or such other address within the United Kingdom for service as the
addressee may from time to time notify to the other parties for the purposes of this clause or
(in the case of a company) its registered office from time to time.
	 
	6.7.2	 	Any such communication will be deemed to be served:






	 	(a)	 	if personally delivered, at the time of delivery and, in proving
service, it shall be sufficient to produce a receipt for the notice signed by or
on behalf of the addressee;
	 
	 	(b)	 	if by letter, at noon on the Business Day after such letter was
posted (or, in the case of airmail, five Business Days after such letter was
posted) and, in proving service, it shall be sufficient to prove that the letter
was properly stamped first class (or airmail), addressed and delivered to the
postal authorities; and
	 
	 	(c)	 	if by facsimile transmission, at noon on the Business Day after the
day of transmission and, in proving service, it shall be sufficient to produce a
transmission report from the sender’s facsimile machine indicating that the
facsimile was sent in its entirety to the recipient’s facsimile number.






	6.8	 	Acknowledgements






	6.8.1	 	The Covenantor acknowledges that any decision by Seymour Pierce to withhold consent in
accordance with the provisions of this deed shall not form the basis of any claim against the
Company or Seymour Pierce for any damage, loss, costs or expense alleged to have been caused
by such decision, unless Seymour Pierce has not complied with its obligations, if any, to act
reasonably in circumstances where its consent is required under this deed.
	 
	6.8.2	 	The Covenantor acknowledges that damages for breach or threat of breach of the provisions of
clause 4 by him may be inadequate, and that the Company or Seymour Pierce may be entitled to
apply for an injunction or injunctions to prevent breaches of such provisions or to enforce
such provisions in addition to any other remedy to which the Company or Seymour Pierce are
entitled at law or in equity.






	6.9	 	Severability
	 
	 	 	Each provision of this deed is severable and distinct from the others. The parties intend
that every such provision shall be and remain valid and enforceable to the fullest extent
permitted by law. If any such provision is or at any time becomes to any extent invalid
illegal or unenforceable under any enactment or rule of law, it shall to that extent be
deemed not to




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	 	 	form part of this deed but (except to that extent in the case of that provision) it and
all other provisions of this deed shall continue in full force and effect and their
validity, legality and enforceability shall not be thereby affected or impaired, provided
that the operation of this clause would not negate the commercial intent and purpose of
the parties under this deed.






	6.10	 	Appointment of Process Agent






	6.10.1	 	Each of the parties to this deed shall procure that it maintains an agent for service of
proceedings in England at all times during which a claim may be made against them by Explore
for breach of any of the provisions of this deed.
	 
	6.10.2	 	The Covenantor and the Company hereby irrevocably appoint the following agent for service of
process in of any proceedings in England and Wales:




Capita IRG plc

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU





	6.11	 	Law and Jurisdiction






	6.11.1	 	This deed, and all disputes or claims arising out of or in connection with it, shall be
governed by and construed in accordance with English law.
	 
	6.11.2	 	In relation to any legal action or proceedings arising out of or in connection with this
deed, each of the parties irrevocably submits to the non-exclusive jurisdiction of the English
Courts and waives any objection to such proceedings in the English Courts on the grounds of
venue or on the grounds that such proceedings have been brought in an inappropriate forum.





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SCHEDULE




THE COVENANTORS




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IN WITNESS of which this deed has been duly executed and is delivered on the date written at the
beginning of this deed.




	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED as a DEED by

	 	 	)	 	 	          
                 
                 
	 	           
                
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 
	Signature witness:
	 	 	 	 
	 
	 	 
	Name (in BLOCK CAPITALS):
	 	 	 	 
	 
	 	 
	Address:
	 	 	 	 
	 
	 	 
	 
	 
	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED as a DEED by

	 	 	)	 	 	          
                 
                 
                 
          	 	 
	TITANIUM ASSET MANAGEMENT

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	CORP. acting by

	 	 	)	 	 	Director	 	 
	a director and its secretary or two directors

	 	 	)	 	 	 	 	 
	 
	 

	 	 	 	 	 	 

Director/Secretary
	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED and DELIVERED as a DEED by

	 	 	)	 	 	 	 	 
	SEYMOUR PIERCE LIMITED acting by a

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	director and its secretary or two directors

	 	 	)	 	 	Director	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Director/Secretary	 	 







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