Exhibit 6.1
SECURITIES TRANSFER AGENT & REGISTRAR AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of November 1998, by
and between ALEXIS STOCK TRANSFER, a corporation with offices at P. 0. Xxx 0000,
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000 (hereinafter "Transfer Agent"), and MOTIONCAST
TELEVISION CORPORATION OF AMERICA, a Nevada corporation who's address is 000
Xxxxxxxx Xxxxx, #000, Xxxxxx Xxxx, XX 00000 (hereinafter "Company").
RECITALS
WHEREAS, Company desires to retain an independent Transfer Agent and
Registrar to maintain its stock transfer records; and
WHEREAS, Transfer Agent agrees to act as Transfer Agent and Registrar for
Company on the terms set forth in this Agreement
NOW, THEREFORE, in consideration of the mutual benefit to be derived
herefrom, the parties hereto agree as follows:
1. Appointment. The Company hereby appoints Transfer Agent as the
Transfer Agent and Registrar for the Company's common stock securities
commencing on 1st November 1998.
2. The Company's Representations. The Company represents as follows:
a. The Company is a corporation duly and validly organized
under the laws of the State of Nevada in good standing and
with all power and authority necessary to enter into this
Agreement.
b. This Agreement has been properly authorized by the
Company's Board of Directors and a copy of the resolution
authorizing the appointment of Transfer Agent accompanies
this Agreement.
c. A description of the capitalization of the Company
including the number of shares authorized, the number of
shares currently outstanding and par value of the Company's
securities is attached hereto as Exhibit "A". The Company
represents that Exhibit "A" presents a true and accurate
picture of the Company's capitalization as of the date of
this Agreement.
d. The Company represents that each outstanding share of the
Company is validly authorized and issued, fully paid, and
non-assessable, and is not issued, owned or held in
violation of any preemptive right of the shareholders. The
Company further represents that the shares have been issued
in compliance with the laws, ivies, and regulations of the
Securities
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and Exchange Commission and applicable State blue sky
regulators for those jurisdictions in which the Company's
securities have been sold.
e. The Company represents that the information provided to
Transfer Agent concerning the classification of the
Company's outstanding securities as restricted securities,
control Securities, and free trading securities, is an
accurate description of such securities and may be relied
on by Transfer Agent for purposes of the initial record
setup.
3. The Company's Agreements. The Company agrees to provide Transfer Agent with
the following information.
a. A List of Shareholders. The Company agrees to furnish a
complete and up-to-date list of shareholders, certified by
secretary of the Company, setting forth the names of each
shareholder, certificate numbers, dates of issue, number of
shares, current addresses, Social Security or Federal Tax
Identification Numbers, and other data as may be required
by the Transfer Agent.
b. List of Stop Transfer Orders. The Company agrees to furnish
to the Transfer Agent, a list of stop transfer orders in
effect against previously issued certificates, showing the
reason such stop transfer orders were placed, and
describing any certificates issued in replacement for those
reported lost, stolen, or destroyed.
c. List of Restricted Stock. The Company agrees to furnish to
Transfer Agent, a list, certified by the Secretary of the
Company, of restricted certificates containing certificate
numbers, the names of the holders, the beneficial ownership
dates, and where stock was acquired by gift or pledge, the
date of the gift or pledge.
d. Original Issuance Instructions. The Company agrees to
provide original issuance instructions, a certified copy of
the Directors' Resolution authorizing the issuance, and an
opinion of counsel regarding the legality of the issuance,
for each original issuance of the Company's securities. If
the original issuance of the shares is pursuant to a
registration statement under the Securities Act of 1933,
the Company shall also provide a copy of the registration
statement notice of declaration of effectiveness, and at
last one copy of the definitive prospectus or offering
circular used in the offering.
e. Stock Certificates. The Company agrees to furnish to
transfer agent an adequate supply of stock certificates to
maintain the Company's transfers on a current basis and on
Transfer Agent's request, to finish such additional
certificates as Transfer Agent deems necessary considering
the volume of transfers, historical consumption and pending
Company plans.
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f. Corporate Information. The Company agrees to furnish to
Transfer Agent a copy, certified by the Company's
Secretary, of the Company's Articles of Incorporation and
Bylaws including any and all amendments certified as
complete and accurate by the Company's secretary or other
appropriate officer.
g. Updated Information. The Company shall furnish to the
Transfer Agent on an ongoing basis, any changes or
amendments to the Articles of Incorporation, Bylaws or
personnel holding positions as officers, directors or key
employees. At least annually, the Company shall furnish
Transfer Agent with a "Corporate Profile" on a form which
may be supplied by Transfer Agent, which form shall include
current corporate information on the Company as of the date
it is prepared. The Company further agrees to furnish and
inform Transfer Agent of any lawsuits flied, served or
judgements entered, pending and outstanding within thirty
(30) days of it, the Company, being served.
h. Shareholder and Regulatory Communications. The Company
shall also furnish to the Transfer Agent copies of all
Securities and Exchange Commission filings, copies of all
shareholder mailings any and all information concerning
changes in filing status with the Securities and Exchange
Commission, any state regulatory authority and the National
Association of Securities Dealers, Inc.
i. Certificate of Good Standing or Equivalent. In original
form currently issued, within thirty (30) days of the
Company status with the state in which the Company is duly
and validly organized under.
j. Corporation Resolutions. The Company shall provide
corporate resolutions stating: 1. The authorization and
appointment of Transfer Agent 2. For bond of indemnity
k. Agreement to Indemnify Transfer Agent. The Company shall
furnish to Transfer Agent the completed and executed
"Agreement to Indemnify Transfer Agent".
4. Transfer Agent's Representations. The Transfer Agent represents as follows:
a. Corporate Standing. Transfer Agent is a corporation duly
and validly organized under the laws of the State of
Nevada, in good standing sod with all power and authority
necessary to enter into this Agreement Transfer Agent is
registering with the United States Securities and Exchange
Commission pursuant to the requirements of the Securities
Exchange Act of 1934, as amended.
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b. Qualifications. Transfer Agent is fully qualified to
process restricted stock transactions and will only process
such transactions with the prior approval of the Company
and/or its counsel. If the Company has no counsel, and/or
the transfer involves unusual issues under Rule 144, as
adopted under the Securities Act of 1933, as amended, or
Transfer Agent believes a legal opinion is needed, Transfer
Agent may seek an opinion from its corporate counsel. All
legal fees incurred by Transfer Agent for legal opinion(s)
or services will be paid by the Company.
5. Transfer Agent's Agreements. Transfer Agent agrees as follows:
a. Transfer of Securities. So long as the Company is current
on its account with Transfer Agent Transfer Agent agrees to
process and record transfers of the Company's securities
which are submitted in proper form and with proper
documentation.
b. Maintenance of Shareholder Records. Transfer Agent agrees
to maintain a stock ledger and a shareholder register,
together with a correspondence tile containing transfer and
other corporate correspondence concerning the Company's
transfer business.
c. Access to Records. Transfer Agent agrees to maintain
confidentiality of the Company's transfer records and to
provide authorized Company persons with access to the
Company's transfer records upon receiving twenty-four (24)
hour notice and during normal business hours. The Company's
Board of Directors shall designate person(s) authorized to
obtain access to the transfer records in writing and no
access to persons not properly authorized will be allowed.
Transfer Agent may, however, provide access to transfer
records when required by the Securities and Exchange
Commission pursuant to their regulatory authority and
pursuant to subpoenas or other court orders.
d. Delivery of Certificates. Transfer Agent agrees to deliver
stock certificates to persons entitled thereto via first
class mall unless such certificates are in negotiable form
in which case they will be delivered via registered letter
or other special delivery method. Additional charges for
special delivery other than first class mail shall be paid
promptly by the Company or the recipient.
6. Term/Termination. This Agreement shall be for two years and continue from
year to year thereafter unless terminated by either party by the giving of
written notice of such termination to the other party at least 30 days prior to
the effective date of such termination. In addition, Transfer Agent shall have
the right to terminate this Agreement upon 72 hours advance notice to the
Company in the event of a disagreement concerning the lawfulness of any
transfer, other action requested by the Company or for other causes determined
by the sole discretion of
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the Transfer Agent. The Transfer Agent shall also have the right to terminate
this Agreement for non-payment of fees due Transfer Agent and to thereupon
exercise its remedies in accordance with this Agreement. In the event of
termination, Transfer Agent agrees to deliver the Company's Transfer Agent and
Registrar records to the Company upon full payment of all balances then due,
including all termination fees. Pending delivery of records to the Company,
storage fees will be assessed by Transfer Agent commencing 30 days after the
effective date of termination and continuing thereafter.
7. Indemnification.
a. Indemnity of Transfer Agent. The Company agrees that
Transfer Agent will not be held responsible for any errors
or omissions in the stockholder and other transfer records
which may have occurred prior to the appointment of the
Transfer Agent or occur as a result of information provided
from the Company to the Transfer Agent at the time the
Transfer Agent is appointed, and the Company agrees to hold
the Transfer Agent harmless and indemnity it for any loss
or expense which it may incur as a result of such omissions
or errors.
Company agrees to indemnify and defend Transfer Agent from
any and all lawsuits arising from its relationship,
responsibilities and instructions with the Company
including but not limited to liabilities, losses, damages.
costs, charges, counsel fees, and other expenses of every
kind, nature and character, which Transfer Agent may incur
as a result of acting as the Company's Transfer Agent and
Registrar.
b. Indemnification of Company. Transfer Agent hereby agrees to
indemnify the Company from any liability it may suffer as a
result of Transfer Agent's negligence or willful misconduct
in performing the functions of Transfer Agent and Registrar
for the Company.
8. Fees Payable by the Company.
a. The Company shall pay to Transfer Agent such fees for
Transfer Agent's Services as are reflected in the then
current fee schedule of the Transfer Agent. The Company
acknowledges that certain of the fees payable to Transfer
Agent are determined on a quotation basis at the time the
Company appoints Transfer Agent and any quotation provided
to the Company for such fees shall be deemed to be the
amount included on the Company's then current fee schedule.
In addition to the fees due to Transfer Agent, the Company
shall reimburse Transfer Agent for such out-of-pocket
expenses including long distance telephone, non-routine
postage and handling charges, next day delivery charges,
copy charges, travel, legal and such other expenditures
incurred on behalf of the Company. The Fee Schedule may be
changed form time to time by the Transfer Agent upon thirty
(30) days written notice to the Company.
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b. Payment Due Date. The Company hereby agrees to the
following payment terms on each item invoiced by Transfer
Agent. All billed fees, charges and costs are due in full
ten (10) days following the date of invoice. Each account
becomes past due if not paid within thirty (30) days from
the date of invoice and each past due account will be
assessed a finance charge of 1 1/2% per month on all past
due amounts. No records will be released to the Company by
the Transfer Agent in the event of termination until all
amounts previously invoiced have been paid in frill.
9. Remedies. In the event of a breach of this Agreement by the Company, Transfer
Agent shall have the following remedies:
a. Transfer Agent may terminate this Agreement upon any
material default by the Company, including nonpayment of
amounts invoiced, and upon termination may hold the
Company's records pending payment in full of any balances
clue to Transfer Agent including termination charges.
b. In the event that the Company's account becomes past due,
Transfer Agent may convert the Company to inactive status
and assess a charge for deactivation of the Company's
status, and may assess each transaction submitted for
processing with a special handling fee in accordance with
the Company's then current fee schedule.
c. In the event the Company is unable to process transfers of
to Company's securities due to the unavailability of an
adequate supply of stock certificates, the Transfer Agent
may assess the Company with a special handling fee for each
transaction which is rejected due to lack of stock
certificates.
d. The Transfer Agent may also exercise any other remedies
available at law or in equity in the event of a breach of
this Agreement by the Company.
10. Miscellaneous Provisions.
a. Successors in Interest. This Agreement shall be binding
upon and inured to the benefit of the successors in
interest to of the parties hereto.
b. Headings. The headings herein are for convenience of
reference only and shall in no way effect the
interpretation of this Agreement, or any part hereof.
c. Attorney's Fees: Venue. In the event that this Agreement or
any provision hereof is referred to an attorney for
enforcement, the prevailing party shall be entitled to
reasonable attorney's fees and costs incurred. In the event
that suit be brought to enforce any of the provisions, the
parties agree that
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the laws of the State of California shall be applied to all
issues of fact and law raised therein, and venue shall be
in Riverside County, California.
d. Counterpart Signatures. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall
constitute one and the same instrument.
e. Merger. This Agreement contains the complete and final
Agreement of the parties hereto and is intended as an
exclusive statement of their intent, incorporates and
supersedes all prior and contemporaneous negotiations and
agreements, and it may not be supplemented or modified by
evidence either oral or written, of any such matters or by
course of dealing, but only upon the written agreement of
all parties hereto.
IN WITNESS WHEREOF, the parties hereby agree to and have executed this
Agreement as of the day and year first above written.
THE COMPANY
/s/
--------------------------------------------
MOTIONCAST TELEVISION CORPORATION OF AMERICA
Its President, X. Xxxxxx
THE COMPANY
/s/
--------------------------------------------
MOTIONCAST TELEVISION CORPORATION OF AMERICA
Its Secretary, Xxxxxxxx Xxxxxxx
TRANSFER AGENT
/s/ Xxxx Xxxxxx
--------------------------------------------
ALEXIS STOCK TRANSFER
Its authorized signatory
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