EXHIBIT 6 (a) (i)
TRANSFER AGENT AND REGISITRAR AGREEMENT
THIS AGREEMENT made and entered into this 22nd day of October, 1998, by
and between:
NEVADA AGENCY AND TRUST COMPANY, 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx
00000, hereinafter called "TRANSFER AGENT," and
CIGAR KING CORPORATION, 0000 Xxxxxxxx Xxxxxx, Xxxxx #000, 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 appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 22nd day of October, 1998.
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 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
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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 transferror, a fee of Fifteen and No/100
dollars ($15.OO) 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 July 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 STATUS] 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. [INDEMNIFICATION 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.
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:
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TO THE COMPANY:
Xxxxxxx X. Xxxxxxxx, Director
CIGAR KING CORPORATION
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
CIGAR KING CORPORATION
COMPANY
By /S/ "XXXXXXX X. XXXXXXXX"
-----------------------------------
XXXXXXX X. XXXXXXXX
DIRECTOR
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AGREEMENT TO ACQUIRE
100% INTEREST IN
THE CONCEPT
THIS AGREEMENT made on this 24th day of November, 1998
BETWEEN:
XXXXXX INVESTMENTS INC., a Niue corporation with offices at Xx. 0
Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxx, Niue
(known herein as "Xxxxxx")
ON THE FIRST PART
AND:
CIGAR KING CORPORATION, a Nevada corporation with offices at 880 - 00
Xxxx Xxxxxxx Xxxxxx, Xxxx, Xxxxxx, XXX, 00000
(known herein as "Cigar King")
ON THE SECOND PART
WHEREAS:
X. Xxxxxx has developed a concept for selling cigars through a kiosk system
(herinafter called "Concept") and wished to sell these rights to Cigar King; and
B. Cigar King wishes to purchase the rights, business plan and all other
material from Xxxxxx under the terms and conditions set out below.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
to Xxxxxx by Cigar King and the sum of One Dollar ($1.00) paid by Cigar King to
Xxxxxx (the receipt of which are hereby acknowledged), the parties thereto agree
as follows:
1. DEFINITIONS
1.01 In this Agreement, including the recitals and schedules hereto, unless
there is something in the subject matter or context inconsistent therewith, the
following words and expressions shall have the following meanings:
(a) "AGREEMENT" means this Agreement to Acquire 100% Interest in the Cigar King
Concept.
(b) "CIGAR KING" is the name to be give to the Concept under the terms of this
Agreement.
(c) "CONCEPT" means the method by which the cigars and related items will be
marketed - through a system of individual kiosks.
(d) "INTEREST" means a one hundred percent (100%) in the rights to the Concept.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01 Xxxxxx represents and warrants to Cigar King that:
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(a) it is a company duly incorporated, organized and validly subsisting under
the laws of its incorporating jurisdiction;
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the
consummation of the transactions hereby contemplated conflict with,
result in the breach of or accelerate the performance required by, any
agreement to which it is a party; and
(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws
of any jurisdiction applicable or pertaining thereto or of its constating
documents.
2.02 Cigar King represents and warrants to Xxxxxx that:
(a) it is a company duly incorporated, organized and validly subsisting under
the laws of its incorporating jurisdiction;
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the
consummation of the transactions hereby contemplated conflict with,
result in the breach of or accelerate the performance required by, any
agreement to which it is a party; and
(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws
of any jurisdiction applicable or pertaining thereto or of its constating
documents.
2.03 The representations, warranties and covenants hereinbefore set out are
conditions on which the parties have relied in entering into this
Agreement and shall survive the acquisition of any interest in the Claim
by Xxxxxx and Cigar King and any loss, damage, cause of action and suits
arising out of or in connection with any breach of any representation
warranty, covenant, agreement or condition made by them and contained in
this Agreement.
3. TERMS AND CONDITIONS OF PURCHASE
3.01 On the part of Cigar King:
a. Cigar King will acquire a one hundred percent (100%) interest in the
Concept from Xxxxxx for the sum of fifty thousand dollars ($50,000)
payable on or before December 31, 1998 by way of money order, draft
or wire transfer to Xxxxxx'x bank account;
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b. Cigar King will be granted the rights to use the name of "Cigar King"
in any association with the Concept;
c. Cigar King will be able to market the Concept anywhere in the world
without Xxxxxx'x approval;
d. Cigar King will receive from Xxxxxx any reports, analysis, blueprints
and documentation held by Xxxxxx relating to the developing,
marketing and sale of the Concept; and
e. Cigar King will save harmless Xxxxxx from any liabilities incurred
subsequent to the sales by Xxxxxx of the Concept to Cigar King.
3.02 On the part of Xxxxxx:
x. Xxxxxx will immediately upon receipt of the fifty thousand dollars
($50,000) payment from Cigar King send to Cigar King all information,
reports, blueprints and other documentation it has in its possession;
x. Xxxxxx will undertake to prepare and deliver to Cigar King a business
plan under the name of "Cigar King";
x. Xxxxxx will, upon payment, have no further rights or interest in the
Concept;
x. Xxxxxx will save harmless Cigar King from any and all legal actions,
liabilities or encumbrances incurred prior to Cigar King making the
required payment noted in (a) above; and
x. Xxxxxx will not enter into any similar or related cigar concepts and
will not participate in the development the Concept with any third
parties.
4. AREA OF INTEREST
4.01 In respect to this Agreement the area of interest is defined the entire
world as mankind knows it today.
5. TERMINATION OF AGREEMENT
5.01 This Agreement shall terminate:
(a) if Cigar King fails to meet the terms and conditions in paragraphs 3.01;
or
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(c) if either Xxxxxx and/or Cigar King gives notice in writing to that effect
that either and/or both of them wish to terminate the Agreement prior to
the payment being made as set forth in 3.01 above.
6. FORCE MAJEURE
6.01 No party will be liable for its failure to perform any of its obligations
under this Agreement due to a cause beyond its reasonable control (except those
caused by its own lack of funds)including, but not limited to acts of God, fire,
storm, flood, explosions, strikes, lockouts or other industrial disturbances,
act of the public enemy, riots, laws, rules and regulations or orders of any
duly constituted governmental authority, including environmental protection
agencies, or nonavailability of materials or transportation.
6.02 All time limits imposed by this Agreement will be extended by a period of
equivalent to the period of delay resulting from events described in paragraph
6.01 hereof but may not exceed ninety (90) days in total.
6.03 A party relying on the provisions of paragraph 6.01 hereof will take all
reasonable steps to eliminate any of the events mentioned in 6.01 and, if
possible, will perform its obligations under this Agreement as far as practical,
but nothing herein will require such party to settle or adjust any labour
dispute or to question or to test the validity of any law, rule, regulation or
order of any duly constituted governmental authority or to complete its
obligations under this Agreement if an event under 6.01 renders completion
impossible.
7. NOTICE
7.01 Any notice, direction, cheque or other instructions required or permitted
to be given under this Agreement shall be in writing and may be given by the
delivery of the same or by mailing the same by prepaid registered or certified
mail or by sending the same by telegram, telex, telecommunication or other
similar forms of communication including facsimile, in each case addressed to
the intended recipient at the address of the respective party set out on the
front page hereof.
7.02 Any notice, direction, cheque or other instrument aforesaid will, if
delivered, be deemed to have been given and received on the day it was
delivered, and if mailed, be deemed to have been given and received on the fifth
business day following the day of mailing, except in the event of a disruption
of the postal service in which event notice will be deemed to be received only
when actually received and, if sent by telegram, telex, fax machine,
telecommunication or other similar form of communication, be deemed to have been
given or received on the day it was so sent.
7.03 Any party may at any time give to the other notice in writing of any
changes or address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
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8. FURTHER ASSURANCES
8.01 Each of the parties hereto shall from time to time and at all times do
all such further acts and execute and deliver all further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
of this Agreement. For greater certainty this section shall not be construed as
imposing any obligation on any party to provide guarantees.
9. ENTIRE AGREEMENT
9.01 This Agreement embodies the entire agreement and understanding between
Xxxxxx and Cigar King and supersedes all prior agreements and undertakings,
whether oral or written, relative to the subject matter hereof.
10. AMENDMENT
10.01 This Agreement may be changed orally but only by an agreement in writing,
executed under seal, by the party or parties against which enforcement, waiver,
change, modification or discharge is sought.
11. ARBITRATION
11.01 If any question, differences or disputes shall arise between the parties
in respect of any matters arising under this Agreement or in relation to the
construction hereof the same shall be determined by the award of three
arbitrators to be named as follows:
(a) the party sharing one side of the dispute shall name an arbitrator and
give notice thereof to the pay sharing the other side of the dispute;
(b) the party sharing the other side of the dispute shall, within 14 days of
receipt of the notice, name an arbitrator; and
(c) the two arbitrators so named shall, within 15 days of the naming of the
latter of them, select a third arbitrator.
The decision of the majority of these arbitrators shall be made within 30 days
after the selection of the latter of them. The expense of the arbitration shall
be borne equally by Xxxxxx and Cigar King. If the parties on either side of the
dispute fail to name an arbitrator within the time limit or proceed with the
arbitration, the arbitrator named may decide the question. The place of
arbitration shall be Reno, Nevada, United States.
12. ENUREMENT
12.01 This Agreement shall enure to the benefit and be binding upon the parties
hereto and their respective successors and permitted assigns.
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13. GOVERNING LAW
13.01 This Agreement shall be governed by and interpreted in Cigar King with
the laws of the State of Nevada.
14. SEVERABILITY
14.01 If any one or more of the provisions contained herein shall be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
15. NUMBER AND GENDER
15.01 Words used herein importing the singular number only shall include the
plural, and vice versa, and words importing the masculine gender shall include
the feminine and neuter genders, and vice versa, and words importing persons
shall include firms and corporations.
16. HEADINGS
16.01 The division of this Agreement into articles and sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
17. CURRENCY
17.01 All references to currency are stated in United States dollars.
18. TIME OF THE ESSENCE
18.01 Time shall be of the essence in the performance of this Agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
THE COMMON SEAL OF XXXXXX )
INVESTMENTS INC. was hereunto )
affixed in the presence of: )
) C/S
)
/c/ "Xxxxxx Xxxxx" )
--------------------------------- )
(Authorized Signatory) )
THE COMMON SEAL OF CIGAR KING )
CORPORATION was hereunto )
affixed in the presence of: )
) C/S
)
/c/ "Xxxxxx Xxxxx" )
--------------------------------- )
(Authorized Signatory) )
)
)
/c/ "Xxxxxxx Xxxxxxxx" )
--------------------------------- )
(Authorized Signatory) )
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