EXHIBIT 6(a)(i)
TRANSFER AGENT AND REGISITRAR AGREEMENT
THIS AGREEMENT made and entered into this 28th day of January, 1999, by
and between:
NEVADA AGENCY AND TRUST COMPANY, 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000, hereinafter called "Transfer Agent," and
VANCOUVER'S FINEST COFFEE COMPANY, 000 -0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X.
X0X 0X0, a Nevada corporation, hereinafter called "Company."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The Company hereby appointsTransfer
Agent as the Transfer Agent and Registrant for the Company's Common
Stock,commencing on this 28th day of January, 1999.
2. [COMPANY'S DUTY] The Company agrees to deliver to Transfer Agent a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the Transfer Agent is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the Company itself or its previous
transfer agent or agents. The Company hereby agrees to indemnify Transfer Agent
in this regard.
3. [STOCK CERTIFICATES] The Company agrees to provide an adequate number
of stock certificates to handle the Company's transfers oil a current basis.
Upon receipt of Transfer Agent's request, the Company agrees to furnish
additional stock certificates as Transfer Agent deems necessary considering the
volume of transfers. The stork certificates shall be supplied at Company's cost.
The Transfer Agent agrees to order stock certificates from its printer upon
request of the Company.
4. [TRANSFER AGENT DUTIES] Transfer Agent agrees to handle the
Company's transfers, record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the Company and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review the records which shall be made available by Transfer Agent during the
regular business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the Transfer Agent will certify and make
available to the current, active stockholders list for Company purposes. it is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the Company. It is further agreed that in the event the Transfer Agent
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the Transfer Agent will serve notice of
such request by certified mail to
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the Company. The Company will have forty-eight (48) hours to respond in writing
to the Transfer Agent. If the Company orders the Transfer Agent to withhold
delivery of a list of stockholders as requested, the Transfer Agent agrees to
follow the orders of the Company. The Company will then follow the procedure set
forth in the Uniform Commercial Code to restrain the Transfer Agent from making
delivery of a stockholders list.
7. [TRANSFER FEE] Transfer Agent agrees to assess and collect from the
person requesting a transfer and/or the transferor, a fee of Fifteen and No/100
dollars ($15.00) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the Company. This fee
may be decreased or increased at any time by the Transfer Agent.
This fee shall be the property of the Transfer Agent.
8. [ANNUAL FEE] The Company agaves to pay the Transfer Agent an annual fee
of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
Transfer Agent for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of January of each year and is subject to annual review.
9. [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The Transfer Agent shall return all of the transfer
records to the Company and its duties and obligations as Transfer Agent shall
cease at that time. The Transfer Agent will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
10. [COMPANY STA'I'US] The Company will promptly advise the Transfer Agent
of any changes or amendments to the Articles of Incorporation, any significant
changes in corporate status, changes in officers, etc., and of all changes in
filing status with the Securities and Exchange Commission, or any state entity,
and to hold the, Transfer Agent harmless from its failure to do so.
11. [IDEMNIFICATION OF TRANSFER AGENT] The Company agrees to indemnify and
hold harmless the Transfer Agent, from any and all loss, liability of damage,
including reasonable attorneys' fees and expenses, arising out of, or resulting
from the assertion against the Transfer Agent of any claims, debts or
obligations in connection with any of the Transfer Agent's duties as set forth
in the Agreement, and specifically it is understood that the Transfer Agent
shall have the right to apply to independent counsel at the Company's expense in
following the Company's directions and orders.
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
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13. [NOTICE] Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
TO THE COMPANY:
Carsten Mide, President
VANCOUVER'S FINEST COFFEE COMPANY
000 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
00 Xxxx Xxxxxxx Xxxxxx,
Xxxxx 000 Xxxx, Xxxxxx 00000
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and
year 1st above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY /s/ "XXXXXX XXXXXXXXXX"
-----------------------------------
XXXXXX XXXXXXXXXX, VICE PRESIDENT
VANCOUVER'S FINEST COFFEE COMPANY
BY /s/ "K. MIDE XXXXXX
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XXXXXXX MIDE XXXXXX - PRESIDENT
