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EXHIBIT 9
SCHEDULE A
VOLUNTARY POOLING AGREEMENT
THIS AGREEMENT is dated for reference the 11th day of
December, 1998.
BETWEEN:
THE UNDERSIGNED SHAREHOLDERS OF WELCOMETO SEARCH ENGINE, INC.
(collectively referred to as the "Shareholders" and
individually as "Shareholder")
OF THE FIRST PART
AND:
WELCOMETO SEARCH ENGINE, INC., a Florida company having an
office at Suite 1000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(hereinafter called the "Company")
OF THE SECOND PART
AND:
XXXXXXX & XXXXXXXX, Barristers & Solicitors of 2100 - 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter called the "Trustee")
OF THE THIRD PART
WHEREAS the Shareholders are desirous of placing in Pool
certain shares held by them, being in respect of each of the Shareholders the
number of shares set opposite its name in Schedule "A" to this Agreement (the
"Shares"), upon and subject to the terms and conditions hereinafter more
particularly set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and 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:
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1. DEPOSIT OF SHARES
The Shareholders hereby agree each with the other and with the Trustee, that
they will respectively deliver or cause to be delivered to the Trustee a
certificate or certificates for their Shares in the Company as set out in
Schedule "A" to be held by the Trustee and released pursuant to the provisions
of section 2 of this Agreement.
2. RELEASE OF SHARES
The parties hereto agree, each with the other and with the Trustee, that 750,000
of the 1,000,000 Shares (the "Incentive Shares") will be held by the Trustee and
will be used for the benefit of the Company to attract qualified individuals who
will be employed as employees of the Company or who will serve in a management
or consulting capacity with the Company, and who, in the case of individuals who
are serving in a management or consulting capacity, will fall within the
definition of "consultant" contained in B.C. Securities Commission BOR #96/15.
The remaining 250,000 Shares (the "Non-Incentive Shares") shall be held in pool
but shall not be available to attract qualified individuals for the Company.
While the Incentive Shares remain subject to the terms of this Agreement, Xxxxx
Xxxxxx on behalf of the Shareholders, and the Company on its own behalf, will
each suggest individuals who may be of assistance in advancing the Company's
business and who the Company may wish to hire or retain as employees or
consultants. The Incentive Shares shall be used solely as an incentive to
attract such individuals. The Incentive Shares may only be transferred to such
individuals as are mutually agreed upon by Xxxxx Xxxxxx and the Company, in such
amounts and at prices as are mutually agreeable to Xxxxx Xxxxxx and the Company,
provided that any such transfer shall be in compliance with all applicable
securities laws and will only take place with the written consent of the Company
and Xxxxx Xxxxxx. Any Incentive Shares transferred to such an individual shall
be transferred from the Shareholders pro rata and shall be released from pool on
the completion of the transfer. Any amount paid for the Incentive Shares shall
be paid to the Shareholders pro rata.
The Non-Incentive Shares shall be held in pool and be subject to the terms of
this Agreement for a period of one year from the date of this Agreement. At the
end of that one year period the Non-Incentive Shares will be delivered to the
Shareholders solicitor, Jeffs & Company, in trust for the Shareholders.
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The Incentive Shares shall be held in Pool and be available to attract
individuals for a period of 18 months from the date of this Agreement. At the
end of the 18 month period one-half of the Incentive Shares that remain in pool
and have not been transferred will be delivered to Jeffs & Company in trust for
the Shareholders. The remaining one-half of the Incentive Shares that are not
delivered to Jeffs & Company (the "Remaining Incentive Shares") shall remain in
Pool and shall be used to attract individuals for the Company. The Company shall
have the sole authority to select individuals to whom it may wish to transfer
the Remaining Incentive Shares and shall have the sole authority to transfer the
Remaining Incentive Shares.
3. ALTERATIONS OF CAPITAL
The parties hereto agree that the provisions of this agreement relating to the
Shares shall apply mutatis mutandis to any shares or securities into which the
Shares may be converted, changed, reclassified, redivided, redesignated,
subdivided or consolidated and to any shares or securities of the Company or of
any successor or continuing company or corporation of the Company that may be
received by the registered holder of the Shares on a reorganization,
amalgamation, consolidation or merger, statutory or otherwise, including the
release calculation which will be adjusted so that the proportion of the Shares
available for release is unaffected by the alteration of the capital of the
Company.
4. DIVIDENDS, DISTRIBUTIONS AND VOTING OF SHARES
The Shareholders will not be entitled to receive any dividend payments or
distributions of capital, if any, from the Shares while the Shares are subject
to this Agreement, and may not exercise any voting rights attached to the
Shares.
5. AMENDMENT OF AGREEMENT
Schedule A to this agreement shall be amended upon a release of Shares from pool
pursuant to section 2 and the Trustee shall note the amendment on the Schedule A
in its possession.
6. SCOPE OF TRUSTEE'S DUTIES AND INDEMNIFICATION OF TRUSTEE
In exercising its duties and obligations as set forth in this Agreement, the
Trustee will act in good faith and with impartiality towards each of the Company
and the Shareholders.
The Trustee will have no duties or obligations in respect of the Shares other
than those specifically set forth herein. The Trustee will not be bound in any
way by any other contract or agreement between the parties hereto whether or not
the Trustee has knowledge thereof or of its terms and conditions and the
Trustee's only duty, liability and responsibility shall be to hold and deal with
the Shares in accordance with this Agreement. The Trustee will be entitled,
unless it has knowledge to the contrary, to assume that any notice and evidence
received pursuant to these instructions from either the Company or the
Shareholders has been duly executed by the party by whom it purports to have
been signed and the Trustee will not be obligated to enquire into the
sufficiency or authority of any signatures appearing on such notice or evidence.
In the event that the Trustee is given written notice of any disagreement
between the Company and the
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Shareholders resulting in adverse claims or demands being made in connection
with the Shares or a disagreement as to the Shares to be released by the
Trustee, the Trustee will not release the Shares until:
(a) the rights of all parties shall have been fully and finally
adjudicated by a court of competent jurisdiction; or
(b) the Company and the Shareholders give the Trustee written
notice as to their agreement as to the release of the Shares.
In the event that the Trustee is given notice of any disagreement between the
Company and the Shareholders resulting in adverse claims or demand being made in
connection with the Shares or a disagreement as to the Shares to be released by
the Trustee, the Trustee may, at its discretion, interplead the Shares by
delivering the Shares to a court of competent jurisdiction.
The Company will pay the Trustee on the basis of the Trustee's hourly rates for
legal services, plus taxes and disbursements, for the performance of the
Trustee's duties pursuant to this Agreement.
The Company and the Shareholders, jointly and severally, release, indemnify and
save harmless the Trustee from all costs, charges, claims, demands, damages,
losses and expenses resulting from the Trustee's compliance in good faith with
this agreement.
7. TRUSTEE NOT OBLIGED TO DEFEND ACTIONS
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.
8. RESIGNATION OF TRUSTEE
(a) If the Trustee wishes to resign as Trustee in respect of the
Shares, the Trustee shall give notice to the Shareholders;
(b) If the Shareholders wish the Trustee to resign as Trustee in
respect of the Shares, the Shareholders shall give notice to
the Trustee;
(c) A notice referred to in subsection (a) or (b) hereof shall be
in writing and delivered to the Shareholders or the Trustee at
their respective addresses set out on the first page or
Schedule A of this agreement, and the notice shall be deemed
to have been received on the date of delivery. The
Shareholders or the Trustee may change their address for
notice by giving notice to the other party in accordance with
this agreement;
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(d) The resignation of the Trustee shall be effective and the
Trustee shall cease to be bound by this agreement on the date
that is 30 days after the date of receipt of the notice
referred to in subsection (a) or (b) hereof or on such other
date as the Trustee and the Shareholders may agree upon.
9. FURTHER ASSURANCES
The parties hereto shall execute and deliver any further documents and perform
any acts necessary to carry out the intent of this agreement.
10. TIME
Time is of the essence of this agreement.
11. GOVERNING LAWS
This agreement shall be construed in accordance with and bound by the laws of
British Columbia and the laws of Canada applicable in British Columbia.
12. ENUREMENT
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.
13. EXECUTION IN COUNTERPART
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.
IN WITNESS WHEREOF the Undersigned and the Trustee have
executed these presents as and from the day and year first above written.
SIGNED, SEALED & DELIVERED by
XXXXXX XXXXXXXXX in the presence of: )
)
)
---------------------------- )
Witness )
) ----------------------------
---------------------------- ) XXXXXX XXXXXXXXX
Name )
)
---------------------------- )
Address )
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SIGNED, SEALED & DELIVERED by
XXXXXXX XXXXX in the presence of: )
)
)
---------------------------- )
Witness )
) ----------------------------
---------------------------- ) XXXXXXX XXXXX
Name )
)
---------------------------- )
Address )
WELCOMETO SEARCH ENGINE, INC.
Per:
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Authorized Signatory
XXXXXXX & XXXXXXXX
Per:
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Authorized Signatory
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SCHEDULE "A"
TO A VOLUNTARY POOLING AGREEMENT DATED THE 11TH DAY OF DECEMBER, 1998
Number of Class "A"
Name of Shareholder Common Shares held
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Xxxxxx Xxxxxxxxx 800,000
Name (please print)
0000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx
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Address
Xxxxxxx Xxxxx 200,000
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Name (please print)
000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
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Address
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TOTAL 1,000,000
