VOLUNTARY POOLING AGREEMENT
THIS AGREEMENT dated for reference the 31st day
of December, 1998 but actually entered into the 28th day
of December.
BETWEEN:
The Undersigned Shareholders of REBOUND RUBBER CORP.,
being all those Shareholders who have signed Schedule "A"
attached hereto
(hereinafter called the "Undersigned")
OF THE FIRST PART
AND:
REBOUND RUBBER CORP., a corporation duly incorporated
pursuant to the laws of the Province of Alberta and
having an office located at 000-0000 Xxxxx Xxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx
(hereinafter called the "Company")
OF THE SECOND PART
AND:
MANHATTAN TRANSFER & REGISTRAR, of 00 Xxxxxxxxx Xxxx,
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
OF THE THIRD PART
WHEREAS:
The Undersigned presently hold an aggregate of 14,724,001
common shares (the "Shares") of Rebound Rubber Corp.
(the Company), being in respect of each of the Undersigned
the number of Shares set opposite his name in Schedule "A"
hereto;
The Company has entered into an agreement with Landstar, Inc.
pursuant to which Landstar, Inc. has offered to acquire all
of the issued and outstanding shares of the Company in
accordance with the terms and conditions of an agreement
between Landstar, Inc., the Company and the shareholders
of the Company (the "Share Exchange Agreement");
The management of Landstar, Inc. and the Company are of
the opinion that the pooling of the Shares contemplated
hereby would facilitate the completion of the acquisition
and would be in the best interests of the Company and the
undersigned shareholders;
In contemplation of the acquisition of the Shares by
Landstar, Inc., the Undersigned have agreed to pool the
Shares upon and subject to the terms and conditions
hereinafter more particularly set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the premises and in consideration of the sum of One
($1.00) Dollar now paid by the parties hereto, each to the
other, (the receipt whereof is hereby acknowledged) and in
further consideration of the mutual covenants and conditions
hereinafter contained, the parties hereto agree as follows:
1. In this Agreement:
Completion Date: shall mean the first day the common shares
of the Company are exchanged for shares of Landstar, Inc.;
Exchange: shall mean the NASDAQ Over-the-Counter Bulletin
Board quote system;
Shares: means the shares of Rebound Rubber Corp. registered
in the names of the Undersigned up to the Completion Date or
the shares of Landstar, Inc. as these may be registered in
the names of the Undersigned following the Completion Date;
SEC: shall mean the Securities and Exchange Commission of the
United States, 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. The parties acknowledge that the Shares are
not being pooled in the manner set forth herein pursuant to
a requirement of the SEC or Exchange as a condition of
completing the acquisition of share exchange as set out in
the Share Exchange Agreement.
3. The Undersigned hereby severally agree each
with the other and with the Trustee that they will respectively
deliver or cause to be delivered to the Trustee certificates for
the Shares detailed in Schedule "A" hereto, which Shares are to
be held by the Trustee and released, subject to paragraph 4,
proportionately to the Undersigned in accordance with their
holdings of such shares, on the following basis:
10% of the Shares six (6) months following the Completion Date;
15% of the Shares nine (9) months following the Completion Date;
20% of the Shares twelve (12) months following the
Completion Date;
25% of the Shares fifteen (15) months following the
Completion Date;
the balance of the Shares eighteen (18) months following
the Completion Date
4. Each of the Undersigned shall be entitled from
time to time to a letter or receipt from the Trustee stating the
number of Shares represented by certificates held for him by the
Trustee subject to the terms of this Agreement, but such letter
or receipt shall not be assignable.
5. The Undersigned shall not sell, deal in, assign,
transfer in any manner whatsoever or agree to sell, deal in,
assign or transfer in any manner whatsoever any of the Shares
or beneficial ownership of or any interest in them and the
Trustee shall not accept or acknowledge any transfer, assignment,
declaration of trust or any other document evidencing a change in
legal and beneficial ownership of or interest in the such shares,
except as may be required by reason of the death or bankruptcy of
any one or more of the Undersigned, in which case the Trustee
shall hold the certificates for such shares subject to this
Agreement for whatever person or persons, firm or corporation
may thus become legally entitled thereto.
6. In the event any of the Shares are transferred
or any third party becomes vested with an interest in any of the
Shares, the Shares subject to the transferred interest will be
bound by the terms and conditions of this agreement and no
additional assignment, hypothecation or sale will be permitted
except in accordance with the terms hereof.
7. If, during the period in which any of the Shares
are retained in pool pursuant hereto, and dividend other than a
dividend paid in shares of the Issuer, is received by the Trustee
in respect of such shares, such dividend shall be paid or
transferred forthwith to the Undersigned entitled thereto.
Any shares received by way of dividend in respect of such shares
shall be dealt with as if they were shares hereunder.
8. This Agreement shall enure to the benefit of and
be binding upon the parties hereto and each of their heirs,
executors, administrators, successors and permitted assigns.
9. This Agreement may be executed in several parts
in the same form and such part as so executed shall together
constitute one original agreement, and such parts, if more than
one, shall be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.
10. The parties hereto agree that in consideration
of the Trustee agreeing to act as Trustee as aforesaid, the
Undersigned do hereby covenant and agree from time to time and
at all times hereafter well and truly to save, defend, and keep
harmless and fully indemnify the Trustee, its successors and
assigns, from and against all loss, costs, charges, damages and
expenses which the Trustee, its successors or assigns, may at any
time or times hereafter bear, sustain, suffer or be put to for or
by reason or on account of its acting as Trustee pursuant to this
Agreement.
11. It is further agreed by and between the
parties hereto and, without restricting the foregoing indemnity,
that in case proceedings should hereafter be taken in any Court
respecting the shares hereby pooled, the Trustee shall not be
obliged to defend any such action or submit its rights to the
Court until it shall have been indemnified by other good and
sufficient security in addition to the indemnity hereinbefore
given against costs of such proceedings.
IN WITNESS WHEREOF the Company, the Undersigned
and the Trustee have executed the presents as from the day and
year first above written.
THE COMMON SEAL OF REBOUND )
RUBBER CORP. was hereunto affixed in the)
presence of: )
)
Xxxxx Xxxxxxx Director ) Xxxxxxx Pinch
-------------------- ) --------------
Authorized Signatory ) Witness
)
Xxxxx Xxxxx Director )
-------------------- )
Authorized Signatory )
)
)
THE COMMON SEAL OF MANHATTAN )
TRANSFER & REGISTRAR was hereunto )
affixed in the presence of: )
) C/S
-------------------- )
Authorized Signatory )
)
