Exhibit 6.4
FORM OF
POOLING AMENDMENT AGREEMENT
THIS AGREEMENT dated for reference the _____ day of ____________________,
199___.
AMONG:
iQ Power Technology Inc.
(hereinafter called the "Issuer")
OF THE FIRST PART
AND:
MONTREAL TRUST COMPANY OF CANADA
(hereinafter called the "Pooling Agent")
OF THE SECOND PART
AND:
The undersigned shareholders of
iQ Power Technology Inc.
(hereinafter called the "Shareholders")
OF THE THIRD PART
WHEREAS:
A. The Shareholder is a former atypical shareholder of iQ Battery Research and
Development GmbH, who is the holder of, has subscribed for, or has agreed to
purchase _________ shares (the "Shares") of the Issuer;
B. The Issuer together with the Pooling Agent have entered into a Pooling
Agreement dated August 25, 1998, with certain shareholders of the Issuer (the
"Pooling Agreement") providing for the pooling of the shares of the Issuer owned
by those shareholders and their subsequent release in accordance with the
following release provisions:
a. 1/4 of the Shares on April 1, 2000 (the "First Release Date");
b. 1/4 of the Shares three months following the First Release Date;
c. 1/4 of the Shares six months following the First Release Date; and
d. 1/4 of the Shares nine months following the First Release Date
except that where the number of pooled shares of any Shareholder as at a Release
Date are less than or equal to 50,000, then all such shares of that Shareholder
shall be released; and
C. The Shareholder desires to place the Shares in pool with the Pooling Agent on
the terms and conditions of Pooling Agreement which provides that new
shareholders of the Issuer may agree to be bound as parties to the Pooling
Agreement from time to time and pool their shareholdings in the Issuer from time
to time by amendments to the Pooling Agreement which need only be signed by the
Issuer, the Pooling Agent and the shareholders joining the Pooling Agreement
from time to time;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of TEN
DOLLARS ($10.00) 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. The Shareholder hereby agrees with the Issuer and the Pooling Agent to be
bound as a party to the Pooling Agreement and to pool the Shares thereunder and
for this purpose to deliver or cause to be delivered to the Pooling Agent
certificates for his or her Shares in the Issuer to be held by the Pooling Agent
and released as provided in the Pooling Agreement.
2. This Agreement shall enure to the benefit of and be binding upon the parties
hereto, their and each of their heirs, executors, administrators, successors and
permitted assigns.
3. This Agreement may be executed in several parts in the same form and such
parts 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.
4. The parties hereto agree that in consideration of the Pooling Agent agreeing
to act as Pooling Agent as aforesaid, the Issuer and the Shareholder do hereby
covenant and agree from time to time and at all times hereafter, well and truly
Pooling Amendment Agreement
Page 2
to save, defend and keep harmless and fully indemnify the Pooling Agent, its
successors and assigns, from and against all loss, costs, charges, damages and
expenses which the said Pooling Agent, its successors and 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 Pooling Agent pursuant to this Agreement and the
Pooling Agreement.
IN WITNESS WHEREOF the Issuer, the Pooling Agent, and the Shareholder, have
executed these presents as of the day and year first above written.
SIGNED, SEALED AND DELIVERED ) iQ Power Technology Inc.
by the Issuer in the presence of: ) Name of Issuer
)
____________________________________ ) Per:______________________________
Witness ) signature
___________________________________ ) Xxxxx 000, 0000 Xxxx Xxxxxxxx Xxxxxx
Address ) Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
___________________________________ ) V6E 2J3
City and Postal Code ) Address for service
SIGNED, SEALED AND DELIVERED ) Montreal Trust Company of Canada
by the Pooling Agent in the ) Name of Pooling Agent
presence of: )
)
____________________________________ ) Per:______________________________
Witness ) signature
___________________________________ ) ___________________________________
Address ) ___________________________________
___________________________________ ) ___________________________________
City and Postal Code ) Address for service
SIGNED, SEALED AND DELIVERED ) ___________________________________
by a Shareholder in the presence of: ) Name of Shareholder
)
____________________________________ ) __________________________________
Witness ) signature
___________________________________ ) ___________________________________
Address ) ___________________________________
___________________________________ ) ___________________________________
City and Postal Code ) Address for service
