EXHIBIT 6.11
POOLING AGREEMENT
THIS AGREEMENT dated for reference April 6, 1999.
AMONG:
Xxxxxxxxxxxx.xxx, Inc.
(hereinafter called the "Issuer")
OF THE FIRST PART
AND:
The undersigned shareholders of
Xxxxxxxxxxxx.xxx, Inc.
(hereinafter called the "Shareholders")
OF THE SECOND PART
AND:
Xxxxxx X. Xxxxxx
(hereinafter called the "Pooling Agent")
OF THE THIRD PART
WHEREAS:
A. The Shareholders, as described in Schedule "A" hereto, are the holders of
shares of common stock (the "Shares") of Xxxxxxxxxxxx.xxx, Inc. (the "Issuer")
issued as seed capital by the Issuer at $0.01 per share;
B. The Shareholders have agreed to place the Shares in pool with the Pooling
Agent on the terms and conditions herein contained.
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. In this Agreement, "Effective Date" shall mean the day the Shareholders have
acquired Shares of the Issuer.
2. The Shareholders hereby agree with the Issuer and the Pooling Agent that they
will respectively deliver or cause to be delivered to the Pooling Agent
certificates for their Shares (as set out in Schedule "A" hereto) to be held by
the Pooling Agent and released, subject as hereinafter provided, as provided in
Schedule "A".
3. The Shareholders shall be entitled to a letter or receipt from the Pooling
Agent stating the number of Shares represented by certificates held for them by
the Pooling Agent subject to the terms of this Agreement, but such letter or
receipt shall not be assignable.
4. The Shareholders 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 said Shares or beneficial ownership of or any interest in
them; and the Pooling Agent shall not accept or acknowledge any transfer,
assignment, declaration of trust or any other document evidencing a change in
legal or beneficial ownership of or interest in the said Shares, except as may
be required by reason of the death or bankruptcy of any one or more of the
Shareholders, in which case the Pooling Agent shall hold the said certificates
for Shares subject to this Agreement for whatever person or persons, firm or
corporation that may thus become legally entitled thereto.
5. The Parties agree that the Shares are being pooled in the best interests of
the Issuer and its shareholders and have not been pooled due to duress or undue
influence.
6. 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.
7. 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.
8. Each of the signatories hereby agree that new shareholders of the Issuer may
agree to be bound as parties to this Agreement from time to time and pool their
shareholdings in the Issuer from time to time by amendments hereto which need
only be signed by the Issuer, the Pooling Agent and the shareholders joining the
Agreement from time to time.
9. The parties hereto agree that in consideration of the Pooling Agent agreeing
to act as Pooling Agent as aforesaid, the Issuer and the Shareholders 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 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.
10. 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 Pooling Agent
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 its costs of such
proceedings.
IN WITNESS WHEREOF the Issuer, the Pooling Agent, and the Shareholders, have
executed these presents as of the day and year first above written.
SIGNED, SEALED AND DELIVERED )
) -----------------------------------
by the Issuer in the presence of: ) Name of Issuer
)
---------------------------------- ) Per: ------------------------------
Witness ) signature
---------------------------------- ) -----------------------------------
Address ) -----------------------------------
---------------------------------- ) -----------------------------------
City and Postal Code ) Address for service
SIGNED, SEALED AND DELIVERED )
) -----------------------------------
by the Pooling Agent in the presence of:) Name of Pooling Agent
)
)
---------------------------------- ) Per: ------------------------------
Witness ) signature
---------------------------------- ) -----------------------------------
Address ) -----------------------------------
---------------------------------- ) -----------------------------------
City and Postal Code ) Address for service
IN WITNESS WHEREOF the Issuer, the Pooling Agent, and the Shareholders, have
executed these presents as of the day and year first above written.
SIGNED, SEALED AND DELIVERED )
) -----------------------------------
by a Shareholder in the presence of: ) Name of Shareholder
)
)
---------------------------------- ) Per: ------------------------------
Witness ) signature
---------------------------------- ) -----------------------------------
Address ) -----------------------------------
---------------------------------- ) -----------------------------------
City and Postal Code ) Address for service
SCHEDULE "A"
The Shares shall be released as to:
a. 25% of the Shares on October 5, 1999 (the "First Release Date"); and
b. the balance of the Pooled Shares on the earlier of (i) 8.33% of the Shares
per month following the First Release Date until all Shares are released or
(ii) the date that the Issuer has closed a financing raising not less than
US$3,000,000 following the initial date of this agreement as certified by
the auditor of the Issuer.
Shareholder Shares Pooled
----------- -------------
B.H. Holdings (Bermuda) Ltd. 440,000
Ridgeback Developments (Bermuda) Ltd. 440,000
Old Head Financial Corp. 440,000
Tullamore Investments Ltd. 440,000
Xxxxxx Bridge Ventures Partners Ltd. 440,000
Xxxxx Xxxxxxxx 440,000
Xxxxx Xxxxx 220,000
NewCoast Capital Group 440,000
Xxxx Xxxx 110,000
Xxxxxx Xxx 110,000
Xxxxx Xxx 110,000
Xxxxxx Xxxxxxxxx 45,000
S.D. Paquin 25,000
Xxx Xxxx 110,000
Xxxxxx Xxxxxx 75,000
Xxx X. Xxxxxxxx 75,000
