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Exhibit
10.1
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Transfer Agent and Registrar Agreement
AGREEMENT
This
agreement made and entered into the 10th day of August, 2007,
by and between Action Stock Transfer
Corporation hereinafter referred to as Action and
Imperial
Resources, Inc. hereinafter referred to as the
Company.
WHEREFORE:
1.
Action
shall be and is hereby appointed Transfer Agent and Registrar
for the securities of the Company.
2.
An authorized officer of the Company shall file the following
with Action before
Action
commences to act as Transfer Agent:
A. A
copy of the Articles of Incorporation of the Company and all
amendments thereto, and a copy of the Certificate of
Incorporation as issued by the State of
Incorporation.
B. A
copy of the by-laws of the Company incorporating all
amendments thereto.
C. Specimens of
all forms of outstanding certificates for securities of the
Company, in the forms approved by the Board of
Directors.
D. A
list of all outstanding securities together with a statement
that future transfers may be made without restriction on all
securities, except as to securities subject to a restriction
noted on the face of said securitiesand in the corporate
stock records.
E. A
list of all shareholders deemed to be considered "insiders"
or "control persons" as defined in the Securities Act of 1933
& 1934 and other acts of Congress and rules and
regulations of the United States Securities and Exchange
Commission when applicable.
F. The
names and specimen signatures of all officers who are and
have been authorized to sign certificates for securities on
behalf of the Company and the names and addresses of any
other Transfer Agents or Registrars of securities of the
Company.
G. A
copy of the resolution of the Board of Directors of the
Company authorizing the execution of this Agreement and
approving the terms and conditions herein.
H. His certificate as to the
authorized and outstanding securities of the Company, its
address to which notices may be sent, the names and specimen
signatures of the Company's officers who are authorized to
sign instructions or requests to the Transfer Agent on behalf
of this Company, and the name and address of legal counsel to
this Company.
I. In the event of any future
amendment or change in respect of any of the foregoing,
prompt written notification of such change, together with
copies of all relevant resolutions, instruments or other
documents, specimen signatures, certificates, opinions or the
like as the Transfer Agent may deem necessary or
appropriate.
3.
Action
, as Transfer Agent, shall make original issues of securities
upon the written request of the Company and upon being
furnished with a copy of a resolution of the Board of
Directors of the Company authorizing such issue certified by
the Corporate Secretary.
4.
The Company hereby authorizes Action to purchase
from time to time, certificates as may be needed by it to
perform regular transfer duties; not to exceed 2,000 without
prior written approval of the Company, with such costs being
paid in advance by the Company. Such certificates shall be
signed manually or by facsimile signatures of officers of the
Company authorized by law or the by-laws of the Company to
sign certificates and if required, shall bear the corporate
seal of the Company or a facsimile thereof.
5.
Transfer of securities shall be made and effected by
Action
and shall be registered and new certificates issued upon
surrender of the old certificates, in form deemed by
Action
properly endorsed for transfer, with all necessary endorser's
signatures guaranteed in such manner and form as Action requires by
a guarantor reasonably believed by Action to be
responsible accompanied by such assurances as Action shall deem
necessary or appropriate to evidence the genuineness and
effectiveness of such necessary endorsement, and satisfactory
evidence of compliance with all applicable laws relating to
collection of taxes, if any. That all transfer of securities
and issuance and certificates shall be at a fee chargeable by
Action
at its discretion. Such fee to be paid by such person,
persons, firms or corporations requesting such
transfer.
6.
In registering transfers, Action may rely
upon the Uniform Commercial Code or any other statute which in
the opinion of Counsel protects Action and the
Company in not requiring complete documentation in registering
transfer without inquiry into adverse claims, in delaying
registration for purposes of such inquiry, o
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