AGREEMENT
Exhibit
10.1 Transfer Agent & Registrar
Agreement
AGREEMENT
This
agreement made and entered into the 12 day of December, 2006, by and between
Action Stock Transfer
Corporation hereinafter referred to as Action and Pana-Minerales S.A.
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 securities and 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 whichnotices 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.
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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, or in refusing registration wherein its judgment and adverse claims
require such refusal. The Company agrees to hold Action harmless from any
liability resulting from instructions issued by the Company.
7. When
mail is used for delivery of certificates, Action shall forward
certificates in "non- negotiable" form by first class, registered or certified
mail.
8. Action, as Transfer Agent, may
issue new certificates in place of certificates represented to have been lost,
destroyed, or stolen, upon receiving indemnity satisfactory to Action, and may issue new
certificates in exchange for, and upon surrender of mutilated
certificates.
9. In
case of any request of demand for the inspection of the records of the Company
held by Action, Action shall endeavor to
notify the Company and to secure instructions as to permitting or refusing such
inspection. However, Action 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.
10. In
case any officer of the Company who shall have signed manually or whose
facsimile signature shall have been affixed to blank certificates shall die,
resign, or be removed prior to the issuance of such certificates, Action may issue and register
such certificates as the certificates of the Company notwithstanding such death,
resignation, or removal; and the Company shall file promptly with Action such approval,
adoption, or ratification as may be required by law.
11. Action shall maintain
customary records in connection with its agency, all of which shall be available
for inspection by the Company at all reasonable times.
12. Action is authorized by the
Company to use its own judgment in matters affecting its duties as Transfer
Agent, and in its discretion may apply to and act upon instructions of its own
counsel or of the counsel of the Company in respect to any questions arising in
connection with such agency, all legal fees to be at the expense of the Company
and Action is hereby
relieved of any responsibility to the Company and is indemnified by the Company
as to any responsibility to third persons, for action taken in accordance with
advice of such counselor its own judgment, remaining liable only for its own
willful default or misconduct.
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13. Action shall be indemnified by
the Company for any acts of Action based
upon:
A. Any paper or document reasonably
believed by it to be genuine and to have been signed by the properperson or
persons; and
B. Its recognition of certificates
which it reasonably believes to bear the proper manual or facsimilesignatures of
the officers of the Company and the proper counter-signature of the Transfer
Agent.
14. Action shall not be held to
have notice of any change of authority of any officer, employee or agent of the
Company until receipt of written notification thereof from the
Company.
15. So
long as Action has acted
in good faith and with due diligence and without negligence, the Company shall
assume full responsibility and shall indemnify Action and save it harmless
from and against all 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 agency
relationship to the Company. Action shall not be under any
obligation to prosecute or to defend any action or suit in respect of such
agency relationship which, in opinion of its counsel, may involve it in expense
or liability, unless the Company shall, so often as reasonably requested,
furnish Action with
satisfactory indemnity against such expense or liability. Action shall be without
liability to the Company, and is hereby indemnified from any liability to third
persons, from Action's
refusal to perform any act in connection with this agency, wherein reliance upon
opinion of its counsel, Action in good faith believes
that such act may subject it or its officers or employees to criminal liability
or injunctive sanctions under any law of any state or of the United States, and
in particular, under the Securities Act of 1933.
16. The
Company may remove Action as Transfer Agent at
any time by giving a 30 day written notice in the form of a resolution from the
Board of Directors calling for such removal (a copy of such resolution shall be
furnished to Action) and
upon the payment of any and all reasonable charges owing to Action. Action may resign as
Transfer Agent at any time giving written notice of such resignation to the
Company at its last known address, and thereupon its duties as Transfer Agent
shall cease.
17. This
agreement may not be assigned by Action without express written
consent of the Company.
18. Action may, at its sole
discretion, pay a finders fee to any person, persons or entity for referring the
company to Action. Any
finders fee agreement entered into by Action, which is directly
related to this agreement between Action and the company, will
be made available to the company for inspection upon written
request.
19. Action may increase its
transfer rates as it deems necessary, without notification to
client.
20. The
Company was chartered under the laws of the State of by Certificate of
Incorporation filed in the office of the Secretary of State for Nevada on the
18th day
of
January, 2007.
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21. The
total number of shares of each class of the securities which the Company is now
authorized to issue and the number thereof now issued and outstanding
is:
A. Class:
Common
B. Par
Value: $0.001
par value per common share
C. Authorized: 100,000,000
common shares
D. Issued
and Outstanding: Nil
22. The
duly elected and qualified officers and directors of this Corporation, all
owners of more than 10% of the Company’s outstanding stock (“principal
shareholders") and all affiliates, as defined in SEC Rule 144(a)(1), are as
follows:
Title Name and
Address Signature
(Required
only for officers and directors)
President
and Chief Executive
Officer Xxxxxxx
Xxxxxxxxx Xxxxxxx Xxxxx Chief Financial Officer, Chief
Accounting
Officer and Secretary
Treasurer Edificio Xxx Xxxx,
#3
San Xxxxxxxxx xx xx
Xxxxxx
Xxxxxx Xxxx, Xxxxxx
00. That
the name, address, and phone number of Counsel to the Company is:
Not
appointed yet.
24. That
the address and phone number of the Company to which all communication are to be
sent:
Edificio
Xxx Xxxx, #3
San
Xxxxxxxxx xx xx Xxxxxx
Xxxxxx Xxxx,
Xxxxxx
00. That
the names and addresses of all past and present Transfer Agents (other than
Action)
are:
No past
or present transfer agent.
Agreed
and entered into the day and year first written above.
Company:
Pana-Minerales
S.A. Action Stock Transfer
Corporation
By: _BRAULIO
XXXXXXXXX XXXXXXX XXXXX By: __JUSTEENE
B LANKENSHIP_
President President
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