GLOBEX TRANSFER, LLC Transfer Agent Agreement
Exhibit 10.4
Globex Transfer, LLC
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
This Transfer Agent
Agreement (this "Agreement") is made and entered into as of the date set forth
herein below by and between So
Act Network, Inc.("Company") and GLOBEX TRANSFER, LLC a FLORIDA Limited
Liability Company ("GLBX").
WHEREAS, GLBX is a
transfer agent in the business of maintaining stock ownership and transfer
records for companies;
WHEREAS, Company wishes to
utilize the services of GLBX as its transfer agent under the term of this
Agreement and GLBX wishes to become Company's transfer agent;
NOW, THEREFORE, in
consideration of the mutual promises herein contained, the parties hereto hereby
agree as follows:
|
1)
|
Documents
to be Delivered. The Company must provide to GLBX the following
documents, certified as
required:
|
|
a)
|
Copy of
Articles of Incorporation and all amendments
thereto
|
|
b)
|
Copy of
by-laws as presently in
effect
|
|
c)
|
Copy of
Resolution of the Board of Directors appointing
GLBX
|
|
d)
|
Copy of
Secretary
|
|
e)
|
Specimen
certificates
|
|
f) |
Certificate of Authority of officers of the Company with specimen signatures of those who will sign certificates, written instructions, requests, and other instruments on behalf of the Company |
|
g)
|
Signed copy of
opinion of counsel addressed to GLBX stating
that:
|
|
i)
|
The
Company is duly organized and validly existing and has the requisite
corporate power and authority to see and issue its
securities.
|
|
ii)
|
Any
stock issued and outstanding, or reserved for issuance, prior to, or at
the time of the agreement of GLBX, has been (or shall be when issued in
the case of reserved shares) properly and validly issued and is fully paid
and non-assessable and such stock has been issued in compliance with
applicable federal and state securities
laws.
|
|
h)
|
A
Certified list or other media, in detail, showing all
outstanding shares/amounts
indicating:
|
|
i)
|
Name,
address, taxpayer identifying number, Federal Tax withholding election
from each shareholder account, and the name, address, taxpayer identifying
number, Federal Tax withholding election for each shareholder's pledgee,
if any, of uncertificated
shares.
|
|
ii)
|
Date of
issuance, certificate number, share denomination for each outstanding
certificate, relative to each shareholder account, including Treasury
shares, and total number of shares.
|
|
iii)
|
The
number of uncertificated shares issued, if any, relative to each
shareholder account.
|
|
iv)
|
Stop
transfer orders against any such certificate due
to:
|
|
(1)
|
Loss of
Certificate
|
|
(2)
|
"Investment Stock"
|
|
(3)
|
"Control Stock"
|
|
(4)
|
Litigation
|
|
v)
|
Undelivered
cash, stock dividends and interest and records of the
same.
|
|
vi)
|
Other
historical data as may be
available.
|
|
i)
|
Company
Contact Form
|
|
2)
|
Recapitalization
or Readjustment. In the event of any recapitalization or
readjustment, involving an increase or decrease in the number of
shares/amounts which GLBX as Transfer Agent or Registrar is authorized to
issue, transfer or register, including shares issued as stock dividend or
any changes in the classes of stock, there shall be filed
:
|
|
a)
|
A copy
of the relative amendment, if necessary, to the Articles if Incorporation
B. A copy of the authorizing resolution of the Board of Directors and of
the shareholders (if required) of the Company, certified as provided in
paragraph 7.
|
|
b)
|
An
Opinion of Counsel as to the validity of such recapitalization or
readjustment and as to the compliance with federal and state securities
laws of any issuance of stock pursuant to such recapitalization or
readjustment.
|
|
3)
|
Temporary
Certificates. If temporary certificates are issued at any time,
GLBX will issue or register definitive certificates, when the same are
ready in exchange for, or in transfer of, such
certificates.
|
|
4)
|
Death,
Resignation, or Removal of Signing Officer. In case any officer of
the Company who shall have signed blank certificates or whose facsimile
signature appears thereon shall cease to be such officer prior to the
issuance of such certificates, GLBX may nevertheless thereafter issue or
register such certificates if not in conflict with the laws of the state
of incorporation of the Company.
|
|
5)
|
Future
Amendment of Charter and By-Laws. The Company shall promptly file
with GLBX a copy of all amendments to its Articles of Incorporation and
By-Laws made after the date of this agency, certified as provided in
paragraph 7.
|
|
6)
|
Instructions
From the Company and opinion From Counsel. GLBX, at any time,
may apply to any officer of the Company for instructions, and may seek
advice from legal counsel for the Company or its own legal counsel,
at the expense of the Company, with respect to any other matter
relating to the agency, and it shall not be liable and shall be
indemnified and held harmless by the Company for any action taken or not
taken or taken or suffered by it in good faith in accordance with such
instructions or the opinion of either of such
counsel.
|
|
7)
|
Certification
of Documents. The Secretary of State of the state of incorporation
thereto shall certify the copy of the Articles of Incorporation of the
Company and all amendments. A copy of the articles of Incorporation and
amendments certified by an officer having custody of the
records may be substituted by the discretion of GLBX. A copy of the
permits or orders of the appropriate Commissioner of the State of
Incorporation and/or of the officer or board of any Federal or State
Agency whose consent is required for the issuance of stock shall be
certified by the Secretary of Clerk of the Commission or other body
issuing the permits or orders, or by the officer having custody of the
records. The copy of the By-Laws and copies of all amendments
thereto, copies of all resolutions of the Board of Directors of the
Company, specimen certificates and specimens of genuine signatures shall
be certified by the Secretary or Assistant Secretary of the Company.
|
|
8)
|
Signatures.
GLBX shall be protected and held harmless by the Company in acting upon or
recognizing any paper or document believed by it to be genuine and
believed by it to have been signed by the person or persons by whom it
purports to be signed. It shall also be protected and held harmless by the
Company in acting upon or recognizing such certificates, which it
reasonably believes to bear the genuine or facsimile seal thereof and the
genuine counter-signature of the Transfer Agent or Registrar or any
Co-Transfer Agent or Co-Registrar.
|
|
9)
|
Records.
GLBX may retain all records, which it deems proper or necessary in
connection with its agency during and upon termination of the
agreement.
|
|
10)
|
Resignation
or Removal. GLBX may resign at any time by giving written notice of
such resignation to the Company at its last known address, and thereupon
its duties as Transfer Agent, Registrar, or as Dividend/ Interest
Disbursing Agent, as the case may be shall cease. GLBX may be removed at
any time by resolution of the Board of Directors of the Company, such
removal to become effective upon the receipt by GLBX of a certified copy
of such resolution and upon payment of any amount due GLBX in connection
with the agency.
|
|
11)
|
Non-Responsibility.
Anything herein to the contrary notwithstanding, GLBX shall in no event be
liable for any damage resulting from any action taken, omitted or suffered
by it in connection with any of the foregoing agencies, unless resulting
from its gross negligence or willful
misconduct.
|
|
|
|
|
12)
|
Certificates.
The Company shall furnish GLBX with a sufficient supply of unissued
certificates and from time to time shall renew such supply upon the
request of GLBX. Unissued certificates shall be signed by the Corporate
officers authorized to sign certificates and shall bear the corporate
steal, or shall bear, to the extent permitted by law, the facsimile
signature of each such officer and/or corporate
seal.
|
|
13)
|
Original
issue of Shares of Stock. GLBX will make original issue of
shares of stock upon the written instructions of any officer of the
corporation whose name and specimen signature appears on the Certificates
of Authority filed with GLBX, together with an Opinion of Counsel with
respect to such issuance. GLBX shall be furnished with a certificate
of the Treasurer or other proper officer of the Company stating that it
has received full consideration for the shares which are to be issued and
a certified copy of the resolutions authorizing the original issuance of
the shares of stock and authorizing such action by GLBX. The requisite
documentation is described in paragraph 2, as it would apply to such
issuance.
|
|
14)
|
Transfer
of Stock. Transfer of shares will be registered
and
|
|
a)
|
new
certificates issued upon surrender of old certificates properly endorsed
for transfer or
|
|
b)
|
uncertificated
shares issued upon submission of an Internal Transfer Instruction; with
all necessary endorsers' signature guaranteed in such a manner and form as
GLBX may require, by a guarantor reasonably believed to be responsible by
GLBX; accompanied by such assurance as
GLBX shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement; and accompanied by
satisfactory transfers, GLBX as Transfer Agent may rely upon the Uniform
Commercial Code or any other statutes and provisions of applicable law
which in the opinion of counsel protect GLBX and this Company in not
requiring complete documentation, in registering transfer without inquiry,
or in refusing registration where in its judgment an adverse claim
requires such
refusal.
|
|
15)
|
Subscription
Warrant. GLBX as Transfer Agent, will issue and mail
warrants for rights to subscribe to stock and will accept subscriptions
and issue certificates for shares of stock therefore upon receiving
written instructions from the President or Vice
President and
Secretary or Assistant Secretary of the Company,
upon being supplied with such warrant
together with a certified copy of the
resolutions authorizing the issuance of the warrants and
authorizing such action by GLBX and an Opinion of Counsel with respect to
such issuance.
|
|
16)
|
Restrictions
on Transfer or Exchange.
No
restriction placed by the Company on the transfer or exchange
of any certificate or shares of stock, whether due to a provision in the
Company's Articles of
incorporation, By-Laws, or to other reasons,
will
be honored by GLBX
unless:
|
|
a)
|
such
restriction or a reference thereto is dearly imprinted on the stock
certificate;
|
| b) |
GLBX
has received written instructions from the Company as to be procedure to
be followed by GLBX upon the presentation, for transfer or exchange, of a
certificate for shares of stock which is subject
to restrictions and an
Opinion of Counsel to the effect that the removal of such
restriction (and any related restrictive legend on the certificate) is
legally valid under applicable federal and state securities laws. The
Company agrees to Indemnify and hold GLBX
and its affiliates and agents harmless against any expenses,
losses, claims, damages, or liabilities to which GLBX may become subject
by virtue of honoring the instructions referred to in this
paragraph.
|
|
17)
|
Lost
Certificates. GLBX may issue new certificates in place of
certificates verified to be lost,
destroyed, or stolen upon receiving instructions torn the Company
(if necessary) and indemnity satisfactory to GLBX, the Company and the
Registrar, and may issue new certificates in exchange for and upon
surrender of, mutilated certificates. Such instructions from the Company
shall be in the form of a certified copy of resolutions of the Board of
Directors of the Company (unless otherwise directed by such Board of
Directors) and shall be in accordance with the provisions of law and of
the By-Laws of the Company governing such
matter.
|
|
18)
|
Stock
Dividends and Stock Splits. GLBX will issue and mail certificates
for shares of stock representing a stock dividend or stock split upon
receiving written instructions from the President or Vice-president and
Secretary or Assistant Secretary of the Company together with a certified
copy of the Resolutions authorizing the issuance of the stock and
authorizing such action by GLBX, and any applicable documents required
under paragraph 2 and not previously
furnished.
|
|
19)
|
Stockholder's
LISTs. GLBX
will furnish a stockholder's fist to the Company for its annual
meeting upon receiving a written request signed by a duly authorized
officer of the Company. It will also furnish hats at such other times as
may be requested by the Company.
|
|
20)
|
Notices
to Stockholders. At the request of the Company, GLBX will
address and mail notices and/or other materials to stockholders.
Such material and the envelopes Ni which they are to be malted must be in
the possession of GLBX on the record date for the
mailing.
|
|
21)
|
Disposition
of Canceled Certificates. GLBX
may deliver to the Company certificates, which have been canceled
in transfer, redemption, conversion, or in exchange and thereafter be free
of all responsibility
therefor.
|
|
22)
|
Disposition
of Unissued Certificates. If GLBX's agency is terminated, GLBX may
deliver unissued certificates to a printer for blocking out the name of
GLBX as Agent, and arrange for subsequent delivery to the Company, or GLBX
may shred such certificates upon written instructions from the Company,
and furnish an Authentication of Shredding
thereof.
|
|
23)
|
Inspection
of Stock Books. In case of any demand for the inspection of the stock
books or records of the Company, GLBX will endeavor to notify the Company
and to secure instructions xxxxx as to permitting or refusing such
inspection. GLBX reserves
the right however, to exhibit the stock books Or records whenever
it is advised by its counsel that it may be held responsible for failure
to do so.
|
|
24)
|
Closing
of Books. Prior to any record date, the Company shall notify GLBX, by
letter signed by a duly authorized officer of the Company, of such record
date for any closing of its books in order that GLBX may ascertain the
names of the stockholders as of that date and the number of shares of
stock held by each.
|
|
25)
|
Agreement.
GLBX will act as Dividend/Interest Disbursing Agent upon receipt or a
certified copy of the resolution of the Board of Directors appointing GLBX
as Dividend/Interest Disbursing
Agent.
|
|
26)
|
Notice
and Provision of Funds. GLBX will pay dividends upon receipt of
instructions from the Company and a certified copy of the resolution of
the Board of Directors of the corporation declaring the dividend,
certified to by the Secretary or
Assistant Secretary of the Company, and the deposit with GLBX of
the necessary funds before the close of banking hours at least two
business days before the dividend is to be mailed. GLBX will pay interest
based on the terms of the bond/debenture agreement and the deposit with
GLBX of the necessary funds before the dose of banking hours at least two
business days before the interest payment is to be
mailed,
|
|
27)
|
Form of
Check. Checks shall be of
a form and size compatible for use on the mechanical equipment
of GLBX. A sufficient supply of such checks must be in the
possession of GLBX on the record
date.
|
|
28)
|
Unpaid
Checks. In the payment of addend/interest, GLBX shall be deemed the Agent
of the Company and not a trustee for the stockholders, GLBX shall continue
to
hold unpaid or undisbursed . funds, unless instructed otherwise by
the Company.
|
|
29)
|
Withholding. The
Company shall notify GLBX of any and all amounts to be withheld from
holders subject to withholding under any law or government regulation. The
Company indemnifies and holds GLBX harmless against any expenses, losses,
claims, damages, or Hebrides
to which GLBX may become
Noble by virtue of the Company's failure to notify GLBX of any such
withholdings.
|
|
30)
|
Notice,
Proxy issuance and Tabulation. GLBX upon receiving written Instructions
signed by a duly authorized officer of the
Company, and upon, being furnished, on the record date, with
proxies of a form and size compatible for use on
its mechanical equipment, will address and mail said proxies to all
shareholders as of a given record date.
GLBX, shall also, if requested, examine and tabulate said modes,
and report the result
of said
tabulation
to the Company provided GLBX is furnished with the necessary signed
instructions which will include directions as to the acceptance and
rejection of nodes
|
|
31)
|
Fees
and Payment of Fees. The Company agrees to pay fees as outlined in Exhibit
A - Fee Schedule. GLBX's fees may be increased at GLBX's sole discretion
upon thirty (30) days written notice to the Company. The Company agrees to
pay all amounts due to GLBX under this-Agreement within 30 days of
billing. Company
specifically agrees that GLBX shall have a lien against all
Company records to secure any amounts owed to GLBX. In addition, Company
specifically agrees that GLBX
may, at its option, refuse to make any transfers of Company's
securities until all past due amounts have been paid in full. All invoices
are Net 30 Days. A 1.5% per month, 18% per annum, service charge will be
added on all past due amounts. Al collection/attorney fees incurred by
GLBX will be bled accordingly.
|
|
32)
|
Indemnity.
Company assumes full responsibility and agrees to indemnify and save
harmless GLBX from and against all liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every kind, nature and
character, which GLBX
may incur as a result of acting as Company's Transfer Agent,
Dividend/Interest Disbursing Agent and/or Proxy Agent, or as a result of
actions of any predecessor Transfer Agent, Dividend/Interest Disbursing
Agent and/or Proxy Agent The responsibility of the Company to indemnify,
hold harmless and contribute as herein provided is limited to acts, which
were conducted by GLBX in good faith. GLBX may request company to post
collateral which is sufficient in the opinion of GLBX
or its counsel to secure this indemnity agreement. GUM shall not be
under any obligation to prosecute or to defend any action or suit in
relation to the Transfer Agent, Dividend/Interest Disbursing Agent and/or
Proxy Agent relationship between GLBX and the Company which, in the
opinion of GLBX or its counsel may involve an expense or liability on
behalf or against GLBX, unless the Company xxxxx when such occasion
arises, furnish GLBX
with satisfactory security for expense or liability. Additionally,
Company grants GLBX the following rights and
remedies:
|
|
a)
|
Right
of contribution to GLBX by Company for amounts paid to third parties,
based on an act or acts of GLBX as Transfer Agent, Dividend/Interest
Disbursing Agent and/or Proxy Agent for
Company.
|
|
b)
|
GLBX
may request an opinion of counsel when GLBX requires, relative to
any matter, which may arise in the performance of GLBX's duties as
Company's Transfer Agent, Dividend/Interest Disbursing Agent and/or Proxy
Agent which opinion shall be at the expense of the
Company.
|
|
c)
|
A
security interest in any books and records of Company which are in
possession of GLBX. and
|
|
d)
|
Right
to obtain from Company any books, records, or memoranda which are required
by GLBX in defense of
any claim which may arise in
the performance of GLBX's duties as Transfer Agent,
Dividend/Interest Disbursing Agent and/or Proxy
Agree.
|
|
33)
|
Interpretation.
In the event any claim is made by any party relating to conflict,
omission, or ambiguity in this Agreement, no presumption or burden of
proof or persuasion shaft be implied by virtue of the fact that this
Agreement was prepared by, or the request of, a particular party or
counsel
|
|
34)
|
|
35)
|
Severability.
If any provision of this Agreement, or the application of such provision
to any person or circumstance, shall be held invalid, the remainder of
this Agreement shall not be affected
thereby.
|
|
36)
|
Waiver.
The waiver of any provision or breach of this Agreement in any instance or
instances shall not constitute a waiver or a release of any other
provision or breach of this Agreement in any other instance or
instances.
|
|
37)
|
Complete
Agreement. This Agreement constitutes the complete, exclusive, and final
expression of the agreement between the parties with respect to the
subject matter herein, and replaces and supersedes all prior written and
oral agreements, discussions, understandings, or statements by, and
between parties hereto. This Agreement, or any provision thereof, may only
be amended or waived by writing signed by an authorized person
representing both parties.
|
|
30)
|
Binding
Effect. This Agreement shall be binding upon and inure to the benefit of,
the parties hereto and their respective successors and
assigns
|
|
39)
|
Termination.
The Agreement may be terminated by either party upon giving 30
days prior written notice thereof to the other at its last address of
record, but no termination shall affect the obligation of the Company to
pay for services rendered prior to the effective date of such termination.
GLBX surrender to the company all records and documents of the Company
upon receipt of a corporate resolution terminating GLBX and its agents,
and upon payment of all fees owed
GLBX.
|
|
40)
|
Attorneys
Fees. In the event
any suit is brought to collect any sums due hereunder, or to
enforce any of the provisions of
this agreement. The prevailing party shall be entitled to recover
from the non-providing party all reasonable fees. costs, expenses of
enforcing any
right of the prevailing party. Including without limitation,
reasonable attorney's fees and
expenses.
|
| GLOBEX TRANSFER, LLC | So Act Network, Inc. | |||
|
/s/
Xxxxxxx Xxxxxx
|
/s/
Xxxx Xxxxxxx
|
|||
|
Name
Xxxxxxx Xxxxxx
|
Name Xxxx
Xxxxxxx
|
|||
|
Title Managing
Member
|
Title
President
|
|||
| Date 1/20/2009 | Date 1/20/ 2009 |
