AGREEMENT
THIS AGREEMENT, is made and entered into this 5 of March, 2009, between
Standard Registrar & Transfer Company, Inc., hereinafter designated "Standard"
and Ametrine Capital 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 of all officers who are authorized to act on behalf 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.
G. 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.
C. At such time the Corporation becomes Fast Balance Confirmation
System (FAST)or Direct Registration System (DRS) eligible Standard
is hereby authorized and instructed to make such electronic
transfers as required.
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 Lakeview Printing 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. A certified copy of the resolution of the Board of Directors
authorizing such issue.
C. An opinion of corporate counsel, if the Corporation requests
Standard to issue shailes free of any restriction, that such
request is not in violation of any State or Federal law.
D. 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 the removal of a
restriction for shares owned less than one year by the shareholder,
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. An opinioh 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.
B. 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 "rion-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.
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 and mail subscription warrants, certificates representing
share dividends, exchanges or splits, or act as conversion agent.
B. 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.
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 andoshall 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.
16. That the Corporation chartered under the laws of the State of
Delaware by certificate of incorporation filed in the office of the
Secretary on 19 day of December, 2007 .
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:
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CLASS PAR VALUE AUTHORIZED ISSUED & OUTSTANDING
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Common Stock $0.01 25,000,000 615,460
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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 often (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 all fees due Standard,
Standard shall deliver to its successor or to the Corporation its
records as such agent.
21. Standard shall provide the full scope of its services to the
Corporation for a fixed price of $300 per month.
Standard Registrar & Transfer Ametirne Capital Inc.
Company, Inc.
By: \S\Xxxxxx X. Xxxxxxxxxx By: \S\Xxxx Xxxxxxxxxxx
----------------------- --------------------
President President
Attest:\S\Xxxxxx X. Xxxxxxxxxx Attest: \S\Xxxx Xxxxxxxxxxx
----------------------- --------------------
Secretary Secretary
OUR CONTACT INFORMATION:
Standard Registrar & Transfer Co, Inc.
00000 Xxxxx 0000 Xxxx
Xxxxxx, Xxxx 00000
Xxxxxx X. Xxxxxxxxxx, President
Phone: 000-000-0000
Fax: 000-000-0000
YOUR CONTACT INFORMATION
Ametrine Capital Inc.
000 Xxxx Xxxxxxxx Xxxxxx, Xxxx 0000
Xxxxxxx, XX 00000
Xxxx Xxxxxxxxxxx
x000-00-000-0000
xxxxxxxx@xxxxxx.xx.xx
