Exhibit 10.13
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this
"Agreement")
between North American Insurance Leaders, Inc., a Delaware
corporation
("Client") and Mellon Investor Services LLC, a New Jersey limited
liability
company ("Mellon"), is dated as of January ___, 2006.
1. Appointment. Client appoints Mellon as its transfer agent,
registrar and
dividend disbursing agent and Mellon accepts such appointment in
accordance with
the following terms and conditions for all authorized shares of
each class of
stock listed in Exhibit A hereto (the "Shares").
2. Term of Agreement. Mellon's appointment hereunder shall commence
on the next
business day after the later of (i) the date hereof, or (ii) the
date Mellon has
confirmed that Client's records have been converted to Mellon's
system (the
"Effective Date"), and shall continue for three years thereafter
(the "Initial
Term"). Unless either party gives written notice of termination of
this
Agreement at least 60 days prior to the end of the Initial Term, or
any
successive three-year term, this Agreement shall automatically
renew for
successive additional three-year terms.
3. Duties of Mellon. Commencing on the Effective Date, Mellon shall
provide the
services listed in Exhibit B hereto, in the performance of its
duties hereunder.
4. Representations, Warranties and Covenants of Client. Client
represents,
warrants and covenants to Mellon that:
(a)
the Shares issued and outstanding on the date hereof have been
duly
authorized, validly issued and are fully paid and are
non-assessable; and any
Shares to be issued hereafter, when issued, shall have been duly
authorized,
validly issued and fully paid and will be non-assessable;
(b) the Shares issued
and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended (the
"Securities Act"),
and such registration has become effective, or are exempt from
such
registration; and have been duly registered under the Securities
Exchange Act of
1934, as amended (the "Exchange Act"), or are exempt from such
registration;
(c)
any Shares to be issued hereafter, when issued, shall have been
duly
registered under the Securities Act, and such registration shall
have become
effective, or shall be exempt from such registration; and shall
have been duly
registered under the Exchange Act, or shall be exempt from such
registration;
(d)
Client has paid or caused to be paid all taxes, if any, that
were
payable upon or in respect of the original issuance of the Shares
issued and
outstanding on the date hereof;
(e)
the execution and delivery of this Agreement, and the issuance and
any
subsequent transfer of the Shares in accordance with this
Agreement, do not and
will not conflict with, violate, or result in a breach of, the
terms, conditions
or provisions of, or constitute a default under, the charter or the
by-laws of
Client, any law or regulation, any
<PAGE>
order or decree of any court or public authority having
jurisdiction, or any
mortgage, indenture, contract, agreement or undertaking to which
Client is a
party or by which it is bound. This Agreement is enforceable
against Client in
accordance with its terms, except as may be limited by bankruptcy,
insolvency,
moratorium, reorganization and other similar laws affecting the
enforcement of
creditors' rights generally; and
(f)
Client agrees to provide to Mellon the documentation and
notifications
listed in Exhibit C hereto according to the requirements set forth
therein.
5. Representations, Warranties and Covenants of Mellon. Mellon
represents,
warrants and covenants to Client that:
(a)
Mellon is, and for the term of this Agreement shall remain,
duly
registered as a transfer agent under the Exchange Act;
(b)
subject to Sections 7 and 8(a) hereof, during the term of this
Agreement, Mellon shall comply with its obligations as a transfer
agent under
the Exchange Act and the rules and regulations thereunder;
(c)
assuming the accuracy of Client's representations and warranties
and
compliance by Client with its covenants hereunder, the execution
and delivery of
this Agreement, and the performance by Mellon of its obligations in
accordance
with this Agreement, do not and will not conflict with, violate, or
result in a
breach of, the terms, conditions or provisions of, or constitute a
default
under, the organizational documents of Mellon, any law or
regulation, any order
or decree of any court or public authority having jurisdiction, or
any mortgage,
indenture, contract, agreement or undertaking to which Mellon is a
party or by
which it is bound. This Agreement is enforceable against Mellon in
accordance
with its terms, except as may be limited by bankruptcy, insolvency,
moratorium,
reorganization and other similar laws affecting the enforcement of
creditors'
rights generally; and
(d)
Mellon shall waive any right, title, interest or claim of any kind
in
or to any monies to be deposited and held in the trust account by
JPMorgan Chase
Bank, NA, as trustee, for the benefit of the public stockholders of
the Client's
common stock issued in the initial public offering.
6. Scope of Agency.
(a)
Mellon shall act solely as agent for Client under this Agreement
and
owes no duties hereunder to any other person. Mellon undertakes to
perform the
duties and only the duties that are specifically set forth in this
Agreement,
and no implied covenants or obligations shall be read into this
Agreement
against Mellon.
(b)
Mellon may rely upon, and shall be protected in acting or
refraining
from acting in reliance upon, (i) any communication from Client,
any predecessor
Transfer Agent or co-Transfer Agent or any Registrar (other than
Mellon),
predecessor Registrar or co-Registrar, or (ii) any written
instruction, notice,
request, direction, consent, report, certificate, or other
instrument, paper,
document or electronic transmission believed by
-2-
<PAGE>
Mellon to be genuine and to have been signed or given by the proper
party or
parties. In addition, Mellon is authorized to refuse to make any
transfer that
it determines in good faith not to be in good order.
(c)
In connection with any question of law arising in the course of
Mellon
performing its duties hereunder, Mellon may consult with legal
counsel
(including internal counsel) whose advice shall be full and
complete
authorization and protection in respect of any action taken,
suffered or omitted
by Mellon hereunder in good faith and in reasonable reliance
thereon.
(d)
Any instructions given by Client to Mellon orally shall be
confirmed in
writing by Client as soon as practicable. Mellon shall not be
liable or
responsible and shall be fully authorized and protected for acting,
or failing
to act, in accordance with any oral instructions that do not
conform with the
written confirmation received in accordance with this Section
6(d).
7. Indemnification. Client shall indemnify Mellon for, and hold it
harmless
against, any loss, liability, claim or expense ("Loss") arising out
of or in
connection with its duties under this Agreement or this
appointment, including
the reasonable costs and reasonable expenses of defending itself
against any
Loss or enforcing this Agreement, except to the extent that such
Loss shall have
been determined by a court of competent jurisdiction to be a result
of Mellon's
gross negligence or intentional misconduct.
8. Limitation of Liability.
(a)
In the absence of gross negligence or intentional misconduct on
its
part, Mellon shall not be liable for any action taken, suffered, or
omitted by
it or for any error of judgment made by it in the performance of
its duties
under this Agreement. In no event will Mellon be liable for
special, indirect,
incidental, consequential or punitive loss or damages of any kind
whatsoever
(including but not limited to lost profits), even if Mellon has
been advised of
the possibility of such damages. Any liability of Mellon will be
limited in the
aggregate to an amount equal to twelve (12) times the monthly
administrative fee
to be paid by Client as set forth in Exhibit B hereto.
(b)
If any question or dispute arises with respect to Mellon's
duties
hereunder, Mellon shall not be required to act or be held liable or
responsible
for its failure or refusal to act until the question or dispute has
been (i)
resolved (and, if appropriate, Mellon may file a suit in
interpleader or for a
declaratory judgment for such purpose) by a final judgment of a
court of
competent jurisdiction that is binding on all parties interested in
the matter
and is no longer subject to review or appeal, or (ii) settled by a
written
document satisfactory to Mellon and executed by Client. For such
purpose, Mellon
may, but shall not be obligated to, require the execution of such a
document.
9. Force Majeure. Mellon shall not be liable for any failures,
delays or losses,
arising directly or indirectly out of conditions beyond its
reasonable control,
including, but not limited to, acts of government, exchange or
market ruling,
suspension of trading, work stoppages or labor disputes, civil
disobedience,
riots, rebellions, electrical or mechanical failure, computer
hardware or
software failure, communications facilities
-3-
<PAGE>
failures including telephone failure, war, terrorism, insurrection,
fires,
earthquakes, storms, floods, acts of God or similar
occurrences.
10. Market Data. Client acknowledges that Mellon may provide
real-time or
delayed quotations a
