Exhibit
10.1
Transfer Agent & Registrar
Agreement
AGREEMENT made between
____________________________, a corporation organized and existing
under the laws of ______________ (the "Corporation"), and Transfer
Online, Inc., a corporation organized under the laws of the state
of Oregon, hereafter referred to as Direct Transfer and or the
“Agent”.
WHEREAS, the Corporation
desires to appoint the Agent and the Agent desires to serve as
transfer agent and registrar for the Corporation in connection with
its securities.
NOW, THEREFORE, in
consideration of the mutual promises herein made and for other good
and valuable consideration and intending to be legally bound, the
parties hereto agree as follows:
In the event of any
changes in capital structure, involving an increase or decrease in
the number of shares, which is authorized to issue, transfer or
registrer, including shares issued as stock dividend or any change
in the classes of stock, there shall be filed:
DOCUMENTS
·
All amendments to its
Articles of Incorporation or By-Laws made after the date of the
agency
·
Authorizing resolution
of the Board of Directors and shareholders (if required) of the
Corporation
·
An Opinion of Counsel as
to the validity of the recapitalization
·
If any officer of the
Corporation who has signed blank certificates or whose facsimile
signature appears on certificates ceases to be an officer prior to
the issuance of certificates, the Agent may issue or register
certificates if to do so does not conflict with the laws of the
state of incorporation of the Corporation
·
In case of death,
resignation, removal, or addition of Signing Officer a new
Authority certificate should be immediately filed with the
Agent.
The copy of Articles
of Incorporation and all amendments shall be certified by the
Secretary of State of
the state of
incorporation.
The Agent at any time,
may apply for instructions from an officer of the Corporation or
Opinion from Counsel, and may seek advise from legal counsel for
the Corporation or its own legal counsel, at the expense of the
Corporation, with respect to any matter relating to the agency, and
it shall not be liable and shall be indemnified and held harmless
by the Corporation for any action taken or not taken or suffered by
it in good faith in accordance with such instructions or the
Opinion of either of such counsel. The Agent shall be protected and
held harmless by the Corporation in acting upon or recognizing any
paper or document believed by it to be genuine and believed by it
to bear signatures by the person or persons by whom it purports to
be signed if that person is authorized. In the event that an
officer no longer has authority to sign on behalf of the
Corporation and the Agent has not been notified in writing of such
change, the Agent will not be held liable for acting upon their
instructions.
The Agent, as transfer
agent, may rely upon the Uniform Commercial Code or any other
statutes which in the opinion of counsel protect the Agent and this
Corporation in not requiring complete documentation, in registering
transfer without inquiry, or in refusing registration where in its
judgment an adverse claim requires such refusal.
The Agent may retain all
records which it deems proper or necessary in connection with its
agency during and upon termination of the agency. The Agent will
provide copies of any retained records to the Corporation upon
written request and payment of any necessary fees.
The Agent shall be
entitled to reasonable compensation for all services rendered or
expenses incurred by itself or any of its agents in connection with
any agency.
Exhibit
10.1
Transfer Agent & Registrar
Agreement
The Agent will make
original issue of shares of stock upon the written instructions of
any officer of the Corporation whose name and specimen signature
appears on the Certificate of Officers form. The Agent shall be
furnished with a certificate of the Treasurer or other proper
officer of the Corporation stating that it has received full
consideration for the shares which are to be issued and a copy of
the resolutions authorizing the original issuance of the shares of
stock and authorizing such action.
The Agent, as transfer
agent, will accept subscriptions and issue certificates for shares
of stock and will issue and mail warrants for rights to subscribe
to stock upon receiving written instructions from the President or
Vice-President and Secretary or Assistant Secretary of the
Corporation, upon being supplied with such warrant together with a
certified copy of the resolutions authorizing the issuance of the
warrants and authorizing such action.
The Agent may issue new
certificates in place of the certificates if lost, destroyed or
stolen upon receiving instructions from the Corporation (if
necessary) and indemnity satisfactory to, the Corporation and the
Registrar, and may issue new certificates in exchange for, and upon
surrender of, mutilated certificates. Instructions from the
Corporation shall be in the form of a certified copy of resolutions
of the Board of Directors of the Corporation (unless otherwise
directed by such Board of Directors) and shall be in accordance
with provisions of law and of the by-laws of the Corporation
governing such matter.
The Agent will transfer
and register a new certificate upon surrender of old certificates
when properly endorsed for transfer or, un-certificated shares
issued upon submission of an Internal Transfer Instruction with all
necessary endorsers' signature guaranteed in such manner and form
as may be required.
The Agent may deliver
to
