Exhibit 10.16
RIDGEFIELD ACQUISITION CORP.
APPOINTMENT OF
ATLAS STOCK TRANSFER
CORPORATION
Ridgefield Acquisition Corp., a Colorado corporation (the
"Company")
with its securities traded on the Over-the-Counter Bulletin Board
hereby
appoints Atlas Stock Transfer Corporation as its Transfer Agent for
its common
stock, $.10 par value per share and preferred stock, par value $.10
per share.
I hereby certify, that:
1. As of March 22, 2006 the Company had:
a.
5,000,000 shares of common stock authorized and
1,140,773 shares issued and outstanding, and
b.
1,000,000 shares of preferred stock authorized and no
shares issued and outstanding.
2. At a meeting of the Board of Directors of the Company, duly
called
and held on the 14th day of March 2006 at which a quorum was at
all
times present and voting, the following resolutions were duly
and
regularly adopted, and remain in full force and effect:
First: Atlas Stock Transfer Corporation ("Atlas") be and is
hereby
appointed Transfer Agent for the Company's above referenced
shares.
Second: The Secretary of this Company is hereby instructed to file
with
Atlas;
(a) a copy of the Articles of Incorporation of this Company
together
with all amendments thereto;
(b) a copy of the by-laws of this Company and all amendments
thereto;
(c) specimens of all forms of outstanding certificates for all
shares
of this Company for which Atlas will act as Transfer Agent and the
form approved
by the Board of directors;
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(d) if readily available, or if specifically requested by Atlas,
an
opinion of counsel with respect to:
(i) the due incorporation and continuing existence of this
Company;
(ii) the validity of its outstanding shares; and
(iii) the status of such shares under the Securities Act of
1933 or any, other applicable federal or state statute;
(f) copies of latest Forms 10-KSB, 10-QSB or 8-K filed by the
Company
with the Securities and Exchange Commission which are available on
the SEC
website at SEC at www.sec.gov;
(g) if any certificates or stock for which Atlas will act as
Transfer
Agent are issued and outstanding;
(i) a certified list of all stockholders showing their names,
addresses, number of shares held and certificate numbers;
(ii) a letter signed by the Secretary of the Company listing
all stock certificates against which stop transfer orders are in
force,
together with the nature and reason for such stop orders or, if no
such
stop orders are in force, a statement to that effect; a letter
signed
by the Secretary of the Company giving the numbers of any unused
stock
certificates and advising that such certificates have been
destroyed,
canceled or have been changed for use under this Appointment;
(h) a certificate as to the authorized and outstanding shares of
this
Company, its address to which notices may be sent, the names and
specimen
signatures of its officers who are authorized to sign certificates
for shares,
or instructions or requests to Atlas on behalf off this Company,
the name and
address of legal counsel to this Company and the names and
addresses of any
other transfer agents or registrars of shares of 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 with
copies of all
relevant resolutions, instruments or other documents, specimen
signatures,
certificates, opinions or the like as Atlas may deem necessary or
appropriate;
and
(j) the check of this Company to cover the initial fee payable
to
Atlas.
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Third: (a) This Company shall furnish to Atlas as Transfer Agent
a
sufficient supply of blank share certificates and from this will
renew such
supply upon the request of Atlas. Such blank share certificates
shall be signed
manually or by facsimile signatures of officers of this Company
authorized by
law or by the by-laws of this Company to sign share certificates
and, if
required, shall bear the corporate seal or a facsimile thereof.
Should any
officer die, resign or be removed from office prior to the Issuance
of any
certificates of stock, which bear his signature, Atlas may
continue, until
written notice to the contrary is received, to issue such
certificates as and
for the stock certificates of this Company notwithstanding such
death
resignation or removal, and such certificates when issued shall
continue to be
and to constitute valid certificates stock of this Company.
(b) Atlas as Transfer Agent shall make original issues as shares
upon
the written request of this Company and upon being furnished with
(i) a
certified copy of a resolution of the Board of Directors
authorizing such issue;
(ii) any opinion of counsel required or otherwise utilized in
connection with
the issuance of the shares; and (iii) any necessary funds for the
payment of any
original issue or other tax.
(c) Transfers of shares shall be registered by Atlas and new
certificates issued by Atlas upon surrender of outstanding
certificates (i) in a
form deemed by Atlas properly endorsed for transfer; (ii) with all
necessary
endorsers' signatures guaranteed in such manner and form as Atlas
may require by
a guarantor reasonably believed by Atlas to be responsible;
accompanied by (iii)
such assurances as Atlas shall deem necessary or appropriate to
evidence the
genuineness and effectiveness of each necessary endorsement; and
(iv)
satisfactory evidence of compliance with all applicable laws
relating to the
collection of taxes.
(d) In the case of small estates where no administration is
contemplated, Atlas may under agreement for indemnity acceptable to
it and
without further approval of the of this Company, register transfer
of shares
standing in the name of decedent where the current value of the
shares being
transferred does not exceed $500.00.
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(e) Atlas shall issue replacement certif
