TRANSFER AGENT AGREEMENT (Transfer Agent Services)
Exhibit
10.5
000
Xxxxxx Xxxxxx X., Xxxxx 000X
Xx.
Xxxxxxxxxx, Xx 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
xxxx@xxxxxxxxxxxxxxxxxxx.xxx
(Transfer
Agent Services)
This
Transfer Agent Agreement (“Agreement”), is made and entered into as of June 14,
2006 by and between Island Capital Management, LLC, dba Island Stock Transfer
(“Agent”), and Salon City, Inc. (“Company”).
RECITALS
WHEREAS,
Agent is a transfer agent in the business of maintaining stock ownership
and
transfer records for companies whose stock is publicly traded;
WHEREAS,
Company is a company whose stock is publicly traded or is in the process
of
having its stock publicly traded;
WHEREAS,
Company wishes to utilize the services of Agent as its transfer agent under
the
term of this Agreement and Agent wishes to become Company’s transfer agent
provider;
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the
parties
hereto hereby agree as follows:
1. APPOINTMENT
OF AGENT
Upon
the
execution of this Agreement by both parties, the Company hereby appoints
Agent
as its transfer agent, warrant agent, and registrar for the common stock
of the
Company.
1
2. START-UP
FEES AND DOCUMENTATION BY COMPANY
The
Agent
agrees to waive the initial setup fee of $2,000.
Prior
to
Agent beginning work as the Company’s transfer agent the Company must deliver
the following:
A. An
executed copy of this Agreement;
B. Payment
in full of 300,000 shares of restricted common shares of the Company. The
Agent
agrees to waive the Security Deposit as set forth on Exhibit A, which is
incorporated herein by this reference. The Company agrees to the issuance
of the
shares of common stock to Agent, or Agent’s assignee, as compensation for a
number of advisory services, to be determined solely by Agent, that we
customarily provide to our new development stage clients during the set up
process. These advisory services include, but are not limited to:
contact and assistance with establishing DTC eligibility for the Company’s
securities, requesting CUSIP number assignments for the Company’s securities,
consulting with the Company with respect to initial design and layout of
securities certificates, compiling and reviewing the Company’s shareholder lists
including complying with lost shareholder requirements and escheatment
regulations when shareholder lists have been dormant, reconciling split and
other reorganization items that may be required, and consulting with Company
representatives who are not experienced in the rules and protocols governing
the
transfer of securities, reorganization procedures, and proxy solicitation
regulations. The Company understands Agent’s initial set-up fee does
not include any fees that are charged by third parties as part of the set-up
process such as: printing certificates, DTC fees and CUSIP fees, and charges
associated with searching for lost securities holders; and the Company agrees
to
directly pay those charges to third parties or reimburse Agent for its out
of
pocket expenses incurred on behalf of the Company. The Company agrees
to register the shares herein described on SEC registration form S-8 or other
registration statement form as soon as the Company has attained fully reporting
status and is legally able to comply with all related regulatory requirements.
The Agent will have the right to assign these shares to an employee or other
assignee in order to comply with S-8 or other exemption
regulations;
C. The
documents listed on Exhibit B, which is incorporated herein by this reference,
delivered and represented to by an authorized officer of the
Company.
The
Company agrees to update Agent regarding any changes to its corporate documents
including changes to its articles of incorporation, bylaws, and changes to
its
officers, directors, and all “insiders” or “control persons.”
3. STOCK
ISSUANCES BY AGENT
A. After
the Company has provided Agent with all the documentation required under
Section
2, Agent will issue original stock of the Company, as directed by the Company,
upon receipt of the following:
1. A
written request by an authorized representative of the Company stating the
number of shares, name of shareholder, address of shareholder, and delivery
instructions;
2. A
copy of a fully executed Board of Directors resolution authorizing the stock
issuance requested by the Company;
3. If
deemed necessary by Agent, a legal opinion letter from an attorney appointed
by
the Company approving the stock issuance requested by the Company;
4. The
payment of the appropriate fee by the Company; and
5. Any
other documentation deemed necessary in the discretion of Agent.
2
B. After
the Company has provided Agent with all the documentation required under
Section
2, in the event of a lost, stolen, or destroyed stock certificate, or a transfer
of stock by a shareholder, Agent will issue replacement certificates upon
receipt of the following:
1. In
the event of a lost or destroyed certificate, a lost certificate affidavit
or an
old certificate with all the necessary endorser’s signatures guaranteed in such
a form and manner as Agent requires;
2. In
the event of a stock transfer, the old certificate being surrendered with
a
validly executed and medallion guaranteed stock power outlining the new
recipients and amount of stock to be issued to each recipient;
3. Valid
instructions from the Company executed by the authorized representative of
the
Company regarding the action to be taken by the Agent;
4. The
payment of the appropriate fees by the Company or shareholder, as applicable;
and
5. Any
other documentation deemed necessary at the discretion of Agent to evidence
the
genuineness and effectiveness of any necessary endorsement, and satisfactory
evidence of compliance with all applicable laws relating to collection of
taxes,
if any.
4. PURCHASE
OF STOCK CERTIFICATES
The
Company hereby authorizes Agent to purchase from time to time, certificates
as
may be needed by it to perform regular transfer duties, not to exceed 1,000
certificates without prior written approval by the Company. The cost
of such certificates must be paid in advance by the Company. Such
certificates must be signed by authorized officers of the Company, as set
forth
by law or in the Company’s bylaws, and if required, shall bear the corporate
seal of the Company.
5. REGISTERING
TRANSFERS
In
registering transfers, Agent may rely upon the Uniform Commercial Code, Section
17 of the Securities Code as set forth by the Securities and Exchange
Commission, or any other statute that in the opinion of counsel protects
Agent
and Company for the purposes of inquiry, or in refusing registration wherein
an
adverse claim may require such refusal. The Company agrees to hold the Agent
harmless from any liability resulting from instructions issued to Agent by
the
Company regarding the registering of transfers.
6. RECORDS
OF AGENT
Agent
will maintain customary records in connection with its agency, all of which
shall be available for examination and inspection by the Company at all
reasonable times.
7. FEES
AND PAYMENT OF FEES
The
Company agrees to pay Agent a one-time set up fee. The Company also agrees
to
pay Agent a monthly fee to maintain computerized records of the Company in
an
orderly and accurate manner, and enable Agent to act as the Company’s transfer
agent or registrar, or both. These fees, as well as all other costs and fees
for
actions taken by Agent as the transfer agent of Company, are attached hereto
as
Exhibit A, which is incorporated herein by this reference.
Agent’s
fees may be increased in Agent’s sole discretion upon written notice to the
Company. The Company agrees to pay all amounts due to Agent under this Agreement
within 30 days of billing. Company specifically agrees that Agent shall have
a
lien against all Company records to secure any amounts owed to
Agent. In addition, Company specifically agrees that Agent may, at
its option, refuse to make any transfers of Company’s securities until all past
due amounts have been paid in full.
3
8. TRANSFER
AGENT EXPENSE
The
Company agrees to reimburse Agent for any and all expenses resulting from
Agent
being served with a subpoena by a Federal or State agency or a request from
one
of said agencies, requiring or requesting that Agent produce information
or
documents to said agency. Said expenses include, but are not limited
to, travel expenses, copying charges, computer time, employee time, and attorney
fees for counsel to the Agent.
9. TERMINATION
BY COMPANY
The
Company may terminate this Agreement at any time and for any reason and remove
Agent at any time by giving Agent thirty (30) days written notice in the
form of
a resolution from the Board of Directors of the Company authorizing the
termination of this Agreement. Upon receipt of such proper notice, the payment
of the termination fee (see Exhibit B), and the payment of any other unpaid
invoices and fees owed to Agent, Agent shall deliver to a new transfer agent
or
the Company, all the Company’s records maintained by Agent.
10. TERMINATION
BY AGENT
Agent
may
terminate this Agreement at any time and for any reason upon ten (10) days
written notice to the Company. However, if this Agreement is being
terminated for non-payment of fees, Agent may refuse to do any work for the
Company during the ten (10) day period unless it is paid in full all amounts
owed. If Company has paid Agent all fees Agent is owed, then at the end of
the
ten (10) day period, Agent will deliver all the Company’s records to the Agent’s
successor, if any, or to the Company.
11. INDEMNITY
The
Company agrees to hold Agent harmless and fully indemnify Agent, including
attorney fees, for any claim or action brought by a third party that is based
upon:
A. Any
paper or document that the Agent reasonably believed to be genuine and to
have
been signed by the proper person or persons;
B. Stock
certificates that Agent reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Company;
C. The
Agent’s compliance with the written instructions of the Company or the Company’s
counsel; or
D. The
Agent’s duties and responsibilities as the transfer agent of the Company and
under this Agreement, unless such action or claim is based on the willful
misconduct or reckless conduct of the Agent.
12. ASSIGNMENT
This
Agreement may not be assigned by either party without the express written
consent of the other party.
13. MODIFICATION
No
change, modification, addition, or amendment to this Agreement shall be valid
unless in writing and signed by all parties hereto.
14. NO
INTERPRETATION AGAINST DRAFTER
This
Agreement has been negotiated at arm’s length between persons sophisticated and
knowledgeable in these types of matters. In addition, each party has
been represented by experienced and knowledgeable legal counsel, or had the
opportunity to consult such counsel. Accordingly, any normal rule of
construction or legal decision that would require a court to resolve any
ambiguities against the drafting party is hereby waived and shall not apply
in
interpreting this Agreement.
4
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date listed above.
“Agent” “Company”
Island
Capital Management,
LLC Salon
City, Inc.
dba
Island Stock Transfer
/s/ Xxxxx
Xxxxx
/s/ Xxxxx Xxxxxxxx
By:
Xxxxx
Xxxxx By:
Xxxxx Xxxxxxxx
Its:
General
Manager
Its: President
5
Exhibit
B
Company
documents to be delivered to the Agent:
|
A.
|
A
copy of the Articles of Incorporation and bylaws of the Company
and all
the amendments thereto, and a copy of the Certificate of Incorporation
as
issued by the State of
Incorporation.
|
|
B.
|
Specimens
of all forms of outstanding certificates for all classes of securities
of
the Company, in the forms approved by the Board of
Directors.
|
|
C.
|
A
resolution certifying the authorized and outstanding securities
of the
Company including 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.
|
|
D.
|
A
list of all shareholders deemed to be “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 specimen signatures of all officers who are and have
been
authorized to sign certificate for securities on behalf of the
Company and
the names and addresses of any other Transfer Agents or Registrars
of
securities of the Company.
|
|
F.
|
A
copy of the Resolution of the Board of Directors of the Company,
authorizing its execution of this Agreement and approving the terms
and
conditions herein including the agreement that in the event that
there are
any future amendments or changes to any of the foregoing, the Company
will
issue prompt written notification of such change or changes, together
with
copies of the relevant resolutions, instruments or other documents,
specimen signatures, certificates, opinions or the like as the
Agent may
deem necessary or appropriate. This resolution will also approve
a credit
and background check for the company and it’s officers and
directors.
|
|
G.
|
The
name and address of legal counsel to this
Company.
|
6
