Pooling Agreement
THIS AGREEMENT made on January 1, 2002, between Life Systems Corp., a Nevada
corporation, of 0000 - 000xx Xxxxxx X.X., Xxxxxxx, Xxxxxxxxxx 00000, and Xxxxxxx
xxx Xxxx of #201 - 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X., Xxxxxxx Xxxxxxxx X0X
0X0 Xxxxxx ("Shareholder").
WHEREAS:
A. The parties are desirous of maintaining an orderly market in the trading of
the shares ("Shares") in the common stock of Life Systems Corp. (the "Issuer");
B. The Shareholder is the holder of record and beneficial owner of a total of
160,000 Shares of the Issuer (the "Subject Shares"), evidenced by certificate
numbers 2030, 2031, 2032, 2033, and 2034.
C. At the time that the Shareholder subscribed for shares of Perfusion Systems
Inc. (which were subsequently exchanged for Shares of the Issuer) the
Shareholder agreed to pool the Shares if requested by either the Issuer or
Perfusion Systems Inc., upon and subject to such terms and conditions as the
Issuer or Perfusion Systems Inc. may set;
D. The Issuer and/or Perfusion Systems Inc. has requested that the Shareholder
enter into a pooling agreement and on the terms and conditions set forth herein;
E. The Issuer has filed an SB-2 registration statement ("Registration
Statement") with the United States Securities and Exchange Commission ("SEC").
NOW, THEREFORE, THIS AGREEMENT WITNESSES that for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The Shares are not being pooled in the manner set forth herein pursuant to
any statutory or regulatory requirement.
2. Shareholder hereby agrees that for the period beginning on January 1, 2002
and terminating one-hundred and fifty (150) days after the date that the
Registration Statement has been declared effective by the SEC, (unless this
Agreement terminates prior to the expiration of such period), the Shareholder
may not and shall not, directly or indirectly, sell, transfer, assign, pledge,
hypothecate, grant any option for the sale of, or otherwise dispose of, any of
the Subject Shares held by Shareholder, or subsequently acquired through the
exercise of any options, warrants or rights, or conversion of any other
security, unless the Issuer provides consent in writing authorizing the
Shareholder to sell or transfer an increased number of Subject Shares.
Furthermore, Shareholder hereby agrees that:
(a) for the period beginning one-hundred and fifty (150) days after the
date that the Registration Statement has been declared effective by
the SEC and for twenty-four (24) calendar months thereafter (unless
this Agreement terminates prior to the expiration of such period), the
Shareholder may not and shall not, directly or indirectly, sell or
transfer more than one thousand (1,000) of the Subject Shares in any
calendar month, and
(b) thereafter until December 31, 2005, (unless this Agreement terminates
prior to the expiration of such period), the Shareholder may not and
shall not, directly or indirectly, sell or transfer more than five
thousand (5,000) of the Subject Shares in any calendar month,
whether in private or market transactions, without the Issuer's prior written
consent; however, nothing in this Agreement shall be read to limit the Buyer's
right to sell or transfer such number of Subject Shares in any calendar month.
The parties agree that the Issuer may, at any time, provide a written consent to
the Shareholder authorizing him to sell a greater number of Subject Shares
during any particular calendar month.
The Subject Shares sold or transferred by Shareholder in a calendar
month within the permitted amount (or any additional amounts to which the Issuer
may consent in writing) shall not, once sold or transferred, be subject to this
Agreement or bear any legend called for in this Agreement.
The number of Subject Shares that Shareholder is permitted to sell or
transfer in a calendar month shall not be cumulative, meaning that, if
Shareholder sells or transfers less than the permitted number of Subject Shares
in a calendar month, the number of shares not sold may not be carried over and
sold in a subsequent calendar month.
3. Notwithstanding the above, the provisions of paragraph 2 hereof shall not
apply in the following circumstances:
(a) this Agreement has expired by its own terms or is unilaterally terminated
by the Issuer;
(b) a transfer of Shares by reason of the death or bankruptcy of the
Shareholder, provided that as a condition of such transfer, the executor,
trustee, beneficiary or recipient of such Shares agrees to be bound by the
terms of this Agreement;
(c) a sale of the Shares pursuant to an offer made to all of the shareholders
of the Issuer pro rata in accordance with their shareholdings in the Issuer
or pursuant to a takeover bid or other offer made generally to shareholders
of the Issuer; or
(d) the Issuer consents to or waives a sale not made in compliance with
Paragraph 2 hereof. No consent or waiver by the Issuer, however, shall be
construed as a consent to or waiver of any subsequent sale not made in
compliance with Paragraph 2 of this Agreement.
4. Shareholder acknowledges that the Issuer and its transfer agent and registrar
cannot effectively monitor transactions in the Subject Shares once such shares
are placed into nominee or "street" name accounts. Therefore, Shareholder
acknowledges and agrees that the provisions of Paragraph 2 herein mean that, in
any calendar month during the term of this Agreement, no more than the number of
shares authorized by this Agreement or consented to in writing by the Issuer,
may be transferred into "street" or fiduciary name.
Pooling Agreement, page 2
5. The Shareholder 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 them
other than in accordance with the terms of this Agreement.
6. The Shareholder agrees that the Issuer may place a legend (in substantially
the form set out below) on every certificate evidencing Subject Shares or
otherwise take such steps as it shall deem reasonably necessary so as to give
effect to the terms of this Agreement.
NOTICE. These securities are subject to that certain Pooling Agreement
dated January 1, 2002 between the registered holder hereof and Life
Systems Corp. and may ONLY be sold or otherwise transferred in
compliance with the provisions of such Agreement.
7. The Shareholder consents to the placement of appropriate stop transfer orders
with the Issuer's transfer agent. During the term of this Agreement, the Issuer
or the Issuer's transfer agent and registrar or any successor thereof, as the
case may be, shall enforce the terms of this Agreement (including the legending
of certificates evidencing Subject Shares) and shall not, during any calendar
month, permit any transfer of Subject Shares exceeding the amount authorized by
this Agreement into a third party's name without the Issuer's prior written
consent. The Issuer's transfer agent shall not be affected by any notices or
subsequent agreements between the parties related to this Agreement unless and
until the transfer agent has received a copy of the notice or subsequent
agreement.
8. Whenever, if ever, the Issuer consents to sales by Shareholder of Subject
Shares in excess of the amount allowed in this Agreement, Shareholder agrees to
work with the Issuer's market makers and to sell the shares on such schedule as
is reasonably calculated to avoid adversely affecting the trading market and
market price of the Issuer's common shares.
9. This Agreement may be terminated at any time by written agreement of the
Issuer's President and the Shareholder. This Agreement shall terminate
automatically on December 31, 2005, or upon such earlier date as Shareholder has
sold or transferred all of the Subject Shares, provided that all such sales or
transfers have been made in accordance with the terms of this Agreement or have
been consented to in writing by the Issuer.
10. The Shareholder shall open a brokerage account with the firm of Yorkton
Securities Inc. (Attn: Xxx Xxxx), shall deliver all certificates evidencing
Subject Shares to such firm and agrees that all sales of Subject Shares, as
provided for by the terms of this Agreement, shall be made through such firm.
11. This Agreement shall bind the parties, their respective successors, assigns,
heirs, executors, administrators, and legal representatives. This Agreement may
not be modified or cancelled except in writing signed by both parties. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. Each party shall cooperate and take such action (including
the delivery of share certificates) as may be reasonably requested by the other
party in order to carry out the provisions and purposes of this Agreement and
the transactions contemplated hereby.
Pooling Agreement, page 3
12. This Agreement may be executed at different times and places, in
counterparts, and shall be effective as of the date first above written. Any
party may rely upon a copy of this Agreement received by facsimile transmission
and bearing another party's signature as having been signed by such other party,
and a copy of this Agreement received by facsimile transmission and signed by or
on behalf of a party shall have been validly executed to the same extent as if
an original copy had been executed.
IN WITNESS WHEREOF the undersigned have executed this Agreement as and
from the day and year first above written.
Life Systems Corp. Shareholder:
/s/ Xxxxxxxxx Xxxxx /s/ Signed
-------------------------- ----------------------
By: Xx. Xxxxxxxxx Xxxxx Xxxxxxx xxx Xxxx
Its: President
Pooling Agreement, page 4
