Exhibit 10.2
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Voluntary Pooling Agreement dated April 8, 2002
VOLUNTARY POOLING AGREEMENT
THIS VOLUNTARY POOLING AGREEMENT is made and dated for reference
effective as of the 8th day of April, 2002.
BETWEEN:
IMPERIAL TRUST, a trust duly incorporated under the laws of Alberta and
having an address for delivery at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
AND
SOCRATES TRUST, a trust duly incorporated under the laws of Alberta and
having an address for delivery at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
AND
PLATO TRUST, a trust duly incorporated under the laws of Alberta and
having an address for delivery at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
AND
TECHSONIC TRUST, a trust duly incorporated under the laws of Alberta and
having an address for delivery at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
AND
WERIL INVESTMENTS INC., Times Square, Leeward Highway, PO Box 612,
Providenciales, Turks & Caicos
AND
▇▇▇▇▇ ▇▇▇▇▇ of ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
AND
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇
▇▇▇
AND
▇▇▇▇▇▇ ▇▇▇▇ O'DAY, of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of ▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
AND
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇.,
▇▇▇ ▇▇▇
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇
AND
▇▇▇▇▇ AMORETTO, of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇
AND
▇▇▇ ▇▇▇▇▇▇▇, of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇
AND
DRAKE ENTERPRISES LTD., of ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇
▇▇▇
(hereinafter referred to collectively as the "Parties" and singly as a
"Party"):
WHEREAS:
B. Collectively, the Parties are the registered owners of
9,199,001 Common Shares of Hemptown Clothing Inc. (the
"Company's Shares"), with individual holdings that are to be
pooled are set out in Schedule 'A'.
C. The Parties wish to enter into a Pooling Agreement for their
mutual benefit.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the below
premises and the consideration therein provided by each of the parties
hereto, each to the other (the receipt and adequacy whereof is hereby
acknowledged), and in further consideration of the mutual covenants and
conditions hereinafter contained, the Parties hereto agree as follows:
1. The Parties hereby severally agree each with the other in
accordance with the following:
(a) Each Party is allowed to sell the lesser of either 5%
of their holdings per month or such amount as calculated by an
average daily trading volume formula as set out in 1(b).
(b) The daily trading volume formula shall be equal to
50% of the previous month's average daily volume. In the case
of the first trading month, the Parties shall sell no shares.
(c) This restriction on trading volume shall become
effective upon signing, and extend till one of the following
has occurred:
1. 24 months have elapsed, starting from the date
the Company's shares are first traded on a
public exchange, or
2. the Company's shares are trading under either a
full Nasdaq, NYSE or a TSE listing.
2. Each of the Parties hereby acknowledge that this pool has
been entered into voluntarily and accordingly this
Agreement is binding for all purposes and the terms hereof
may not be changed and the pool may not be challenged
without the written consent of every other Party.
3. The Parties agree and acknowledge that the number of
shares indicated in Schedule A of this agreement
represents the number of shares that are to be subject to
this pooling arrangement. The individual parties may
currently own additional shares, or may choose to purchase
and sell additional shares in the future. Any
transactions that are conducted with shares not included
in this Pooling Agreement shall not affect the amount of
shares a Party is able to sell in accordance with Section
1 of this Agreement.
4. The Company's Shares shall be kept with an Escrow Agent
who is to be agreed upon by the parties. If no agreement
is made as to who is to be the Escrow Agent, one shall be
chosen by the Company's corporate counsel.
5. Effective immediately, except with the prior written
consent of each and every one of the Parties hereto, the
Parties 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 Company
Shares or beneficial ownership of or any interest in them,
and the Escrow Agent shall not accept or acknowledge any
transfer, assignment, declaration of trust or any other
document evidencing a change in legal or beneficial
ownership or any interest in the said shares, except as
may be required by reason of the death or bankruptcy of
any one or more the Partners, subject to this Agreement
for whatsoever person or persons, firm or corporation who
may thus become legally entitled thereto. Notwithstanding
the foregoing, the Escrow Agent may permit a transfer for
family planning or tax planning purposes so long as the
recipient of any Company Share of a Share Account accepts
the terms of this Agreement in writing.
6. This Agreement shall enure to the benefit of and be
binding upon the Parties hereto and their heirs,
executors, administrators, successors and permitted
assigns.
7. 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.
8. The Parties hereto agree that in consideration of the
Escrow Agent agreeing to act as Escrow Agent as aforesaid
the Partners do hereby warrant, 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
Escrow Agent its successors and assigns, from and against
all loss, cost, charges, damages and expenses which the
Escrow Agents and Custodians, 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 Escrow Agent pursuant to this Agreement.
7. The Parties shall be responsible for the normal costs of the Escrow
Agent, pro rata in accordance with their Share Account, but any
costs imposed or caused by a Party shall be paid by such Party and
if paid by another Party, such may be recovered by such paying Party
from the non-paying Party's Account and the Escrow Agent shall
segregate sufficient funds or Released Shares to cover any claims
upon submission of proof satisfactory to the Escrow Agent, for which
the Escrow Agents' decision is at its sole discretion and for which
it shall bear no responsibility.
8. This Agreement is effective as of the date it is fully executed.
9. This Agreement shall be governed by and construed in accordance with
the laws of British Columbia.
IN WITNESS WHEREOF the Parties have executed these presents as and from
the day and year above written and, as to the Trusts, by their power of
attorney.
Imperial Trust Socrates Trust
Per: "▇▇▇ ▇▇▇▇▇" Per: "▇▇▇ ▇▇▇▇▇"
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Authorized Signatory Authorized Signatory
Plato Trust Techsonic Trust
Per: "▇▇▇ ▇▇▇▇▇" Per: "▇▇▇ ▇▇▇▇▇"
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Authorized Signatory Authorized Signatory
Weril Investments Inc. Drake Enterprises Inc.
Per: "▇▇▇▇ ▇▇▇▇" Per: "▇▇▇▇▇ ▇▇▇▇▇▇"
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Authorized Signatory Authorized Signatory
"▇▇▇▇▇▇ O'Day" "▇▇▇▇▇▇ ▇▇▇▇▇▇▇"
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▇▇▇▇▇▇ ▇▇▇▇ O'Day ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
"▇▇▇▇▇ ▇▇▇▇▇▇" "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇" "▇▇▇▇▇ ▇▇▇▇▇"
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▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
"▇▇▇ ▇▇▇▇▇▇▇" "▇▇▇▇▇ Amoretto"
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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Amoretto
"▇▇▇▇▇▇▇ ▇▇▇▇▇"
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Schedule 'A'
Name Number of Shares Owned
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Socrates Trust 391,499
Imperial Trust 441,499
Plato Trust 841,499
Techsonic Trust 841,499
Weril Investments Inc. 200,000
▇▇▇▇▇▇ O'Day 330,000
▇▇▇▇▇ ▇▇▇▇▇ 2,703,005
▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,100,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 500,000
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 400,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ 150,000
▇▇▇▇▇ Amoretto 100,000
▇▇▇ ▇▇▇▇▇▇▇ 100,000
Drake Enterprises Inc. 100,000