TRANSFER AGREEMENT
Agreement made as of this 31st day of August, 2005 by and between FRMO
Corp. a Delaware corporation, having an office at 000 Xxxxxxxx Xxxx,
Xxxxxxxxxxxxx, X. Y. 10570 ("FRMO") and Fromex Equity Corp., a Delaware
corporation, having an office at 000 Xxxxx Xxxxxx, Xxxx 000, Xxx Xxxxxxxx, X. Y.
10801 ("Fromex').
W I T N E S S E T H
WHEREAS:
A. FRMO was the owner as of August 31, 2004 of an 8.42637% equity
interest in Kinetics Advisers, LLC ("Kinetics") and is hereby transferring the
same retroactive to, and effective as of, August 31, 2004, to Fromex in exchange
for 3,600,000 shares of Fromex common stock, representing all of the issued and
outstanding capital stock of Fromex;
B. Fromex is hereby issuing 3,600,000 shares of its common stock
effective as of August 31, 2004 in exchange for the 8.42637% equity interest in
Kinetics together with all distributions made and to be made by Kinetics after
August 31, 2004 on the said equity interest; and
C. The parties hereto intend and expressly agree that the transfer
of said equity interest by FRMO and receipt thereof by Fromex shall be, and it
is, retroactive to August 31, 2004 and effective as of that date for all
purposes;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is hereby agreed as follows:
1. Transfer. FRMO does hereby transfer to Fromex, and Fromex does hereby
accept from FRMO, the 8.42637% equity interest owned by FRMO in Kinetics, said
transfer to be retroactive to, and effective as of, August 31, 2004 for all
purposes, including without limitation the right to receive any and all
distributions which Kinetics has made on said equity interest since August 31,
2004 or will make thereon in the future. In exchange therefor Fromex does hereby
issue to FRMO 3,600,000 shares of Fromex common stock, as of August 31, 2004.
2. FRMO's Representations. FRMO represents, warrants and agrees with
Fromex, as follows:
(a) As of August 31, 2004 FRMO was the owner free and clear of any
liens or encumbrances of an 8.42637% equity interest as a member of Kinetics and
has the right to transfer the same herewith to Fromex retroactive to, and
effective as of, August 31, 2004 with all the incidences of ownership and
entitlements that have accrued or will accrue to said equity interest from and
after September 1, 2004.
Exhibit 9.01
(b) FRMO will cause Kinetics to confirm to Fromex that by reason of
this transfer, Fromex will be treated for all purposes as the owner of the
8.42637% interest in Kinetics with entitlement to all the distributions made and
to be made on said equity interest from and after September 1, 2004.
3. Fromex's Representations. Fromex represents, warrants and agrees with
FRMO as follows.
(a) Fromex accepts retroactive to, and effective as of, August 31,
2004, the ownership of an 8.42637% interest in Kinetics by way of transfer from
FRMO and agrees that all incidences of ownership and entitlements that have
accrued or will accrue to said equity interest from and after September 1, 2004
shall belong to Fromex for all purposes.
(b) Fromex has an authorized capital consisting of 5,000,000 shares
of common stock, par value twenty cents ($0.01) per share, of which 3,600.000
shares issued to FRMO herewith are outstanding and are fully paid and
nonassessable shares of common stock of Fromex.
4. Miscellaneous.
(a) The parties hereto have agreed to binding arbitration in New
York, N. Y. with respect to any and all disputes relating to or arising under
this Agreement pursuant to the commercial rules then existing of the American
Arbitration Association.
(b) The parties agree to execute and any all such other and further
instruments and documents, and to take any and all such further actions which
are reasonably required in good faith to effectuate this Agreement and the
intents and purposes hereof.
(e) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns. This Agreement and all
documents and instruments referred to herein are not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
FRMO CORP.
By /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, CEO
FROMEX EQUITY CORP.
By /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
