Exhibit 10.1
AGREEMENT BETWEEN STANDARD REGISTRAR & TRANSFER COMPANY, INC.
AND
XXX.XXX, INC.
14
Exhibit 10.1
AGREEMENT BETWEEN STANDARD REGISTRAR & TRANSFER COMPANY, INC.
AND
XXX.XXX, INC.
THIS AGREEMENT, is made and entered into this 25th of January, 2001,
between Standard Registrar & Transfer Company, Inc., hereinafter designated
"Standard" and XXX.Xxx, Inc., hereinafter designated and referred to as the
"Corporation".
In consideration of the promises herein contained and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, it is agreed as follows:
1. Standard shall be and it hereby is appointed transfer agent of the
following Shares of the Corporation;
2. The Secretary of the Corporation will file with Standard before it begins
to act as transfer agent;
A. A copy of the Articles of Incorporation of the Corporation.
B. Specimens of all forms of outstanding certificates for
shares of the Corporation in the form approved by the Board of
Directors.
C. A list of all outstanding securities together with a statement
that future transfers may be made without restriction on all
securities, except as to shares subject to a restriction noted
on the face of said shares and in the corporate stock records.
D. 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.
E. The names and specimens signatures of all officers who are and
have been authorized to sign certificates for shares on behalf
of the Corporation and the name and address of any other
transfer agents or registrars of shares of the Corporation.
F. A copy of the resolution of the Board of Directors of the
Corporation authorizing the execution of the agreement and
approving the terms and conditions hereof.
In the event of any future amendment or change in the respect
to any of the foregoing, prompt written notification of such
change, together with copies of all relevant resolutions,
instruments or other documents specimens signatures,
certificates, opinion or the like as agent may be deemed
necessary or appropriate.
3. The duties of Standard hereunder shall be as follows:
A. For the purpose of the original issue of certificates
representing shares now or hereafter authorized for issuance
by the Corporation, Standard shall record and countersign
certificates signed by or bearing facsimile signatures of the
officers of the Corporation authorized by it to sign shares
certificates in such names and in such amounts as the
Corporation may direct in writing.
B. Standard is hereby authorized and instructed to make
transfers, from time to time, upon the records of the
Corporation of any outstanding certificates representing
the shares of the Corporation heretofore issued or which may
hereafter be issued, and of certificates issued in exchange
therefore, signed by or bearing the facsimile signatures of
the officers of the Corporation authorized by the
Corporation to sign share certificates and countersigned
by a transfer agent, upon surrender thereof for transfer
pursuant hereto and, upon cancellation of such
certificates, to record and countersign new certificates,
duly signed as provided herein, for an equal number of
shares and to deliver such share certificates to or upon the
order of the person entitled thereto.
15
4. The Corporation shall furnish to Standard as transfer agent a sufficient
supply Of blank share certificates and from time to time will renew such
supply upon the request of Standard. Such blank share certificates shall be
signed by the facsimile and/or manual signatures, as authorized by law, of
the officers of the Corporation to sign share certificates and shall bear
the Corporate Seal or facsimile thereof. The Corporation may contract with
____________________ to print such blank share certificates upon such
prices and terms as the parties may agree upon time to time.
5. Standard as transfer agent, shall make original issues of shares, including
share dividends, consolidations, splits, or recapitalizations upon the
following:
A. The written request of the Corporation.
B. Certified copy of the resolution of the Board of Directors
authorizing such issue.
C. An opinion of corporate counsel satisfactory to counsel for
Standard that such issuance is not in violation of the
Articles of Incorporation, the By Laws and other relevant
corporate documents or relevant securities regulation laws.
D. Necessary funds for the payment of any original issue tax,
or an opinion counsel that no tax is payable.
E. Necessary funds for the payment of the services of Standard.
6. Transfer of shares shall be registered and new certificates issued upon
surrender of the old certificates, in the form deemed by Standard properly
endorsed for transfer, with all necessary endorsers' signatures guaranteed
in such a manner and form as Standard may require by a guarantor reasonably
believed by Standard shall deem necessary or appropriate to evidence the
genuineness and effectiveness of each necessary endorsement, and
satisfactory evidence of compliance with all applicable laws relating to
the collection of taxes. In addition to the foregoing, share certificates
with respect to which a restriction on transfer exists, whether by
agreement, by operation of law or otherwise, shall be transferred only upon
compliance with such restrictions and upon receipt of the following:
A. Written instructions from the Corporation.
B. An opinion of counsel satisfactory to counsel for Standard to
the effect that such transfer is not inconsistent with the
restriction and, if the restriction arises under Federal or
State securities regulation laws, that such transfer is in
compliance with such applicable laws.
C. Such other assurances, information, and documents as Standard
may Request.
7. In registering transfers, Standard as transfer agent may rely upon the
Uniform Commercial Code or any other statutes, which in the opinion of
counsel protect Standard and the Corporation in not requiring complete
documentation, in registering transfer with such inquiry, or in refusing
registration where, in its judgment, an adverse claim requires such
refusal.
8. When mail is used for delivery of share certificates, Standard shall
forward certificates in "non-negotiable" form by first-class mail and
certificates in "negotiable" form by registered mail, and all mail
deliveries to be covered while in transit to the addressee by insurance
arranged for by the Corporation.
9. Standard as transfer agent may issue new share certificates in place of
certificates represented to have been lost, destroyed, or stolen upon
receiving indemnity satisfactory to Standard and the Corporation and may
issue new certificates in exchange for or upon surrender of mutilated
certificates.
16
10. Upon the written request of the Corporation, accompanied by such other
documents as Standard may deem necessary or appropriate, Standard as
transfer agent shall:
A. Issue, transfer, and split up scrip certificates and issue
share certificates representing full shares upon surrender of
scrip certificates aggregating one full share or more.
B. Issue and mail subscription warrants, certificates
representing share dividends, exchanges or splits, or act as
conversion agent.
C. Upon timely receipt of written notice of the declaration of a
dividend and a timely receipt of the funds being sufficient
for the payment thereof, distribute cash dividends on the
outstanding shares of the Corporation.
11. In the case of any request of demand for the inspection of the share
records of the Corporation, Standard as transfer agent shall notify the
Corporation and secure instructions as to permitting or refusing such
inspection. Standard shall comply with such written instructions, and the
Corporation shall indemnify and hold Standard harmless in so acting.
However, Standard may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do
so.
12. In case any officer of the Corporation who shall have signed manually or
whose facsimile signature shall have been affixed to blank share
certificates shall die, resign, or be removed prior to the issuance of such
certificates, Standard as transfer agent may issue or register such
certificates as the certificates of the Corporation notwithstanding such
death, resignation, or removal; and the Corporation shall file promptly
with Standard such approval, adoption, or ratification as may be required
by law.
13. Standard shall maintain customary records in connection with the
registration transfers of the shares, all of which that pertain to the
Corporation shall be available for examination and inspection by the
Corporation at all reasonable times. Standard shall send all books,
documents, and all records no longer deemed needed by Standard for current
purposes and share certificates which have been canceled in transfer or in
exchange periodically to or as directed by the Secretary of the Corporation
who shall safely store such books, documents, records, and share
certificates for future reference. The above listed documents shall be
available for examination and inspection by Standard during regular
business hours.
14. At any time, Standard may apply to the Corporation for instructions and may
consult counsel for the Corporation, in respect of any matter arising in
connection with the agency, and it shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instructions or the opinion of such counsel. Standard shall not be liable
to the Corporation and the Corporation shall indemnify and hold Standard
harmless for any liability arising:
A. In acting upon any paper or document reasonably believed by it to be
genuine and to have been signed by the proper person or persons.
B. In recognizing share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the
officers of the Corporation and the proper countersignatures
of the Transfer Agent or Registrar.
C. Standard shall not be liable to have notice of any change of
authority of any officer, employees, or agent of the
Corporation until receipt of written notification thereof from
the Corporation.
15. The Corporation assumes full responsibility and shall indemnify Standard
and save it harmless from and against any and all claims, actions and
suits, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising directly or indirectly out of such claims, actions, or
suits, so long as Standard has acted in good faith and in the absence of
gross negligence or willful misconduct. Standard shall not be under any
obligation to prosecute or defend any action or suit in respect of such
agency relationship which, in its opinion, may involve it in expense or
liability unless Corporation shall, so often as reasonably requested,
furnish Standard which satisfactory indemnity against such expense or
liability.
17
16. That the Corporation chartered under the laws of the State of Colorado by
certificate of incorporation filed in the office of the Secretary of State
on the ____ day of January, 2001.
That the total number of shares of each class of the capital stock which this
Corporation is now authorized to issue and the number thereof now issued and
outstanding is:
CLASS PAR VALUE AUTHORIZED ISSUED & OUTSTANDING
Common $.01 500,000,000 4,887,927
================= =============== ================= ===========================
17. The Corporation shall pay Standard fees as shown on the list attached
hereto as "Exhibit A", and by this reference made a part hereof, for its
services as transfer agent. The fees may be revised at any time and from
time to time by the giving of ten (10) days written notice by Standard to
the Corporation.
18. The acceptance by Standard of its appointment as transfer agent and
documents filed with it in connection with its agency shall be subject to
the approval of counsel for Standard.
19. In the event of mergers with other companies either public or private, the
Corporation grants to Standard the sole right to transfer for the emerging
corporation. Standard may resign as transfer agent at any time by giving
thirty (30) days written notice of such resignation to the Corporation at
its known address; and at the expiration of said thirty day period, its
duties as such agent shall cease.
20. Standard may be removed as transfer agent at any time by giving thirty (30)
days written notice of a resolution of the Board of Directors of the
Corporation, calling for such removal. A certified copy of that resolution
or removal and upon the payment of a termination fee, and all fees due
Standard, Standard may, to the extent permitted by law, deliver to its
successor or to the Corporation its records as such agent.
Standard Registrar & Transfer Corporation
Company, Inc.
By:________________________________ By: /s/_______________________________
President O. Xxxxxx Xxxxxxxxxxx, President
Attest:_____________________________ Attest: /s/_____________________________
Secretary Xxxx Xxxx, Secretary
18
