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EXHIBIT 10.8
FORM OF VOLUNTARY STOCK POOLING AGREEMENT
THIS VOLUNTARY POOLING AGREEMENT ("Pooling Agreement") is made and entered
into this _____ day of __________, 1996 by and between FREMONT GOLD CORPORATION,
a Delaware corporation (the "Issuer") and the UNDERSIGNED SHAREHOLDERS of the
Issuer listed on Schedule "A" (the "Undersigned").
RECITALS:
A. The Undersigned have received shares of common stock ("Shares") of the
Issuer pursuant to a certain Offering Circular ("Offering Circular") dated
_______________, 1996, as filed with the Securities and Exchange Commission as a
part of a filing made on _______________, 1996 on Form I-A under Regulation A of
the Securities Act of 1933, as amended;
B. In order to maintain an orderly market for the common stock in the
Issuer, the Undersigned have agreed to place the Shares in a pool to be release
as set out herein;
In consideration of the mutual covenants, and agreements, the receipt and
sufficiency of which each party acknowledges, the parties hereto agree as
follows:
AGREEMENT:
1. In this Pooling Agreement "Exchange Date" shall mean __________, 1996.
2. The Undersigned hereby severally agree each with the other and with the
Trustee that they will deliver or cause to be delivered to the Trustee
certificates representing their respective Shares in the Issuer, as set forth in
Schedule "A" to the Offering Circular, to be held by the Trustee and, unless
then prohibited by a court of competent jurisdiction, released, subject as
hereinafter provided, on a pro-rata basis as follows:
(a) 25 percent of the Shares April 1, 1997;
(b) 25 percent of the Shares on July 1, 1997;
(c) 25 percent of the Shares on October 1, 1997; and
(d) 25 percent of the Shares on January 1, 1998;
3. Each of the Undersigned shall be entitled to a letter or receipt from
the Trustee stating the number of Shares represented by certificates held for it
by the Trustee subject to the terms of this Pooling Agreement, but such letter
or receipt shall not be assignable.
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4. During that period which the Shares are held in trust by the Trustee
as set forth in Paragraph 3 of this Pooling Agreement: (i) 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 the Shares, (ii) neither the Issuer
nor the Trustee shall accept or acknowledge any transfer, assignment,
declaration of trust or any other document evidencing a change in legal and/or
beneficial ownership or of interest in the Shares, except as may be required by
reason of the bankruptcy of any one or more of the Undersigned subject to this
Pooling Agreement, for whatever person or persons, firm or corporation may
thereby become legally entitled thereto; and (iii) the Undersigned shall
continue to be the registered and beneficial holders of the Shares, and shall be
entitled to all rights as such, including voting and distribution rights.
5. Upon delivery of all the Shares by the Trustee to either of the
Undersigned or a court in compliance with the provision of paragraph 6, this
escrow will terminate.
6. if the Trustee is prohibited from acting under this Pooling Agreement
by an order of a court of competent jurisdiction, the Trustee will immediately
put into court the Shares in its possession at such time.
7. The Trustee may act in this Pooling Agreement on the advice of legal
counsel but will not be responsible for acting or failing to act on the advice
of legal counsel. The Trustee will not have any duties or responsibilities
except those set out in this Agreement and will not incur any liability in
acting upon any signature, notice, statutory declaration, notice of dispute or
other paper believed by the Trustee to be genuine and the Trustee may assume
that any person purporting to give any such notice, statutory declaration,
notice of dispute or other paper has been duty authorized to do so. The Trustee
will be automatically released from all responsibility and liability under this
Pooling Agreement upon termination of the escrow in accordance with the terms of
this Pooling Agreement.
8. In the event the Trustee fails or refuses to act under this Pooling
Agreement, the Issuer may appoint a substitute trustee and the Issuer and the
Undersigned will provide a joint direction in writing to the Trustee to
authorize the Trustee to deliver the Shares to the substitute trustee.
9. The Trustee may withdraw from its position under this Pooling
Agreement effective immediately upon service of written notice of withdraw on
the Undersigned and the Issuer. Upon withdrawal, the Trustee will have no
further responsibilities or liabilities other than to deliver the Shares to the
substitute trustee in accordance with paragraph 6, unless then prohibited by an
order of a court of competent jurisdiction. In the event the Trustee wishes to
withdraw and no substitute trustee has been appointed, the Trustee may put the
Shares into court, pending resolution of the matter preventing appointment of a
substitute trustee and thereafter may resign.
10. The parties hereto acknowledge and agree that the Issuer shall have
the fight, at its sole discretion, to accelerate the releases referred to herein
on a pro-rata basis and may from time
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to time notify the Trustee of such acceleration. Such acceleration may be based
on whatever consideration the Issuer, in its sole discretion, considers
advisable, provided however that in all cases the releases shall be on a
pro-rata basis.
11. This Pooling Agreement shall inure to the benefit of and be binding
upon the parties hereto, their and each of their heirs, executors,
administrators, successors and permitted assigns.
12. This Pooling Agreement may be executed in one or more counterparts.
Each such counterpart shall constitute an original document and such
counterparts taken together shall constitute one and the same agreement.
13. The Issuer will be responsible for, and will pay from time to time,
the reasonable fees and expenses of the Trustee in connection with the
performance of its duties under this Pooling Agreement. The Issuer and the
Undersigned will jointly and severally indemnify and save harmless the Trustee
of and from all claims, demands, damage, loss, cost, including solicitor and own
client costs, and expenses arising out of its performance or lack of performance
of its duties under this Pooling Agreement.
14. It is further agreed by and between the parties hereto, 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 cost of such proceedings.
TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Pooling
Agreement on the date first above written.
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