Algiers Resources Inc/Ny Sample Contracts

Command International Corp – SETTLEMENT AGREEMENT (May 27th, 2004)

STAFFIN INTERNATIONAL GROUP LLC [ADDRESS] May 12, 2004 Command International Corporation Attention: Robert Fallah SETTLEMENT AGREEMENT Gentlemen: Staffin International Group LLC, a New Jersey limited liability company, ("SIG") was formerly known as Command International Group, LLC ("CIG"). Command International Corporation, a Delaware Corporation, is the successor to SFI Spiderfuel, Inc. ("Command"). Command and SIG were parties to a Stock Purchase Agreement made as of March 18, 2002 (the "Stock Purchase Agreement") pursuant to which Command acquired from SIG 100% of the issued and outstanding capital stock of Command Line Corp., a New Jersey Corporation ("CLC"). Numerous disputes have arisen between SIG and Command with respect to the provisions of the Stock Purchase Agreement. In order to ami

Algiers Resources Inc/Ny – ASSIGNMENT AND ASSUMPTION AGREEMENT (May 12th, 2003)

Exhibit 2.3 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Agreement") is made as of March 20, 2003, by and between Command International Acquisition Corporation, a Delaware corporation ("Assignor") and Algiers Resources, Inc., a Delaware corporation ("Assignee"). W I T N E S S E T H: ------------------- WHEREAS, pursuant to a Plan and Agreement of Reorganization dated as of July 1, 2002, as amended as of February 24, 2003, between Assignor, Command International Group, Inc. ("CIG") and shareholders of CIG (the "CIG Agreement"), Assignor was given the right to acquire all of the issued and outstanding shares of common stock of CIG in exchange for 5,239,238 shares of common stock, par value $.001 per share, of Assignor ("Assignor Common Stock"); WHEREAS, pu

Algiers Resources Inc/Ny – LOCK-UP AGREEMENT (May 12th, 2003)

Exhibit 20.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT, dated as of March 20, 2003 (this "Agreement"), by and between Algiers Resources, Inc., a Delaware corporation ("Algiers"), and James A. Prestiano (the "Stockholder"). W I T N E S S E T H: WHEREAS, Algiers, Algiers Merger Co., a Delaware corporation and a wholly-owned subsidiary of Algiers ("Algiers Merger Co.") and Command International Acquisition Corp., a Delaware corporation ("Command"), have entered into an Agreement and Plan of Merger, dated as of March 20, 2003 (the "Merger Agreement"), whereby Command will merge with and into Algiers Merger Co., with Algiers Merger Co. continuing as the surviving corporation and changing its name to Command International Corporation, on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"); and

Algiers Resources Inc/Ny – REGISTRATION RIGHTS AGREEMENT (April 15th, 2003)

Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 20, 2003, by and among Command International Corporation (formerly, Algiers Merger Co.), a Delaware corporation (the "Company"), and the persons listed on Schedule A annexed hereto. Preliminary Statement On March 20, 2003, Command International Acquisition Corporation ("CIAC"), Algiers Resources, Inc. ("Algiers") and Algiers Merger Co., a wholly-owned subsidiary of Algiers ("Algiers Merger Co.") entered into an Agreement and Plan of Merger, whereby CIAC merged with and into Algiers Merger Co, with Algiers Merger Co. continuing as the surviving corporation and changing its name to Command International Corporation (the "Merger"). In connection with the Merger, the Company has agreed to register the shares of common stock of the Com

Algiers Resources Inc/Ny – WARRANT AGREEMENT (July 20th, 2000)

Exhibit 4.2 [Form of] ALGIERS RESOURCES, INC. WARRANT AGREEMENT This Warrant Agreement (this "Agreement"), dated as of __________, 2000, is between Algiers Resources, Inc., a Delaware corporation (hereinafter referred to as the "Issuer" or the "Company") and _____________ (the "Holder"). R E C I T A L S: WHEREAS, the Company proposes to issue and deliver warrant certificates (the "Warrant Certificates") evidencing warrants (the "Warrants") to acquire ______ shares (the "Warrant Shares") of the common stock, $0.001 par value, of the Company (the "Common Stock") (subject to adjustment pursuant to Article III below), in consideration for Holder's agreement to perform certain consulting services for the Issuer in connection with that certain Consulting Agreement dated

Algiers Resources Inc/Ny – CONSULTING AGREEMENT (July 20th, 2000)

Exhibit 4.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of June 26, 2000, by and among Algiers Resources, Inc.; Balstron Corporation; Daliprint, Inc.; Hartscup Corporation; Mayall Partners, Inc.; PSLRA, Incorporated; Regal Acquisitions, Inc.; Spacial Corporation; Voyer One, Inc. and Voyer Two, Inc., each a Delaware corporation (collectively, the "Companies" and each, individually, a "Company") on the one hand, and CMI ("Consultant") on the other hand. In consideration of the mutual representations, warranties, covenants and promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Consulting Services. For a period of one (1) year from the date hereof, at such times as reason

Algiers Resources Inc/Ny – SUBSCRIPTION AGREEMENT (April 4th, 2000)

EXHIBIT 4.2 SUBSCRIPTION AGREEMENT ALGIERS RESOURCES, INC. BALSTRON CORPORATION DALIPRINT, INC. HARTSCUP CORPORATION MAYALL PARTNERS, INC. PSLRA, INCORPORATED REGAL ACQUISITIONS, INC. SPACIAL CORPORATION VOYER ONE, INC. VOYER TWO, INC. Please read all instructions and the terms and conditions of your Confidential Offering Memorandum dated ___________ __, 1998 carefully before filling out this application. Furthermore, please review the Subscription Supplement and Registration Rights Agreement (the "Subscription Supplement") which is attached as Exhibit B to the Confidential Offering M

Algiers Resources Inc/Ny – PLACEMENT AGENT AGREEMENT (April 4th, 2000)

EXHIBIT 10 Algiers Resources, Inc. Balstron Corporation Daliprint, Inc. Hartscup Corporation Mayall Partners, Inc. PSLRA, Incorporated Regal Acquisitions, Inc. Spacial Corporation Voyer One, Inc. Voyer Two, Inc. each a Delaware corporation Offering of a Maximum of 2,250,000 Shares of Common Stock, par value $0.001, at $0.25 per Share PLACEMENT AGENT AGREEMENT Dated as of December 16, 1998 Tradeway Securities Group, Inc. 19100 Von Karman Avenue Suite 1000 Irvine, California 9

Algiers Resources Inc/Ny – REGISTRATION RIGHTS AGREEMENT (April 4th, 2000)

EXHIBIT 4.1 SUBSCRIPTION SUPPLEMENT, LOCKUP AND REGISTRATION RIGHTS AGREEMENT This Subscription Supplement and Registration Rights Agreements (the "Subscription Supplement"), containing additional terms to the Subscription Agreement between Algiers Resources, Inc., Balstron Corporation, Daliprint, Inc., Hartscup Corporation, Mayall Partners, Inc., PSLRA, Incorporated, Regal Acquisitions, Inc., Spacial Corporation, Voyer One, Inc., Voyer Two, Inc. (the "Companies") and investors subscribing for shares of Common Stock of the Companies being offered pursuant to the Companies' Confidential Offering Memorandum (as hereinafter defined), has been incorporated by reference into the Subscription Agreement attached hereto (the "Subscription Agreement"). Each investor should therefore carefully review this Subscription Supplement before signing the Subscription Agreement.