EX1A-15 ADD EXHB
21
f1a2017a1ex15i_duke.htm
REGISTERED TRANSFER AGENT AGREEMENT
Exhibit 15.1
TRANSFER
AGENT AND REGISTRAR AGREEMENT
This
Transfer Agent and Registrar Agreement (the “Agreement”), dated as of June 5, 2017, by and between Duke
Robotics, Inc. a corporation duly organized and existing under the laws of the State of Delaware
(“Corporation”), and VStock Transfer, LLC, a California limited liability company (“Transfer
Agent”), is for the purpose of performing the services described therein.
RECITALS
WHEREAS,
the Corporation desires that certain services be provided by the Transfer Agent with regard to the issuance, transfer and registration
of certain securities of the Corporation;
WHEREAS,
the Transfer Agent is engaged in the business of providing services for issuers of securities and seeks to provide such services
to the Corporation; and
WHEREAS,
the parties hereto desire to set forth the terms and conditions for the providing of services by the Transfer Agent to the Corporation.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
I. GENERAL APPOINTMENT OF TRANSFER AGENT; DOCUMENTS
| a. | Pursuant
to the Certificate of Appointment, annexed hereto as Exhibit D, the Transfer Agent is
appointed as the transfer agent for the issuance, transfer and registration of the Corporation’s
“Securities” and to perform such other services related to the Securities
as provided in the Agreement. The term “Securities” as used in these Terms
& Conditions shall have the meaning set forth in the Certificate of Appointment. |
| b. | The
Corporation has provided original or true and correct copies to the Transfer Agent of
each of the documents listed on the Legal Document Checklist attached as Exhibit A. |
| c. | The
Corporation has accurately completed the Preliminary Information Form attached as Exhibit
B and provided a copy to the Transfer Agent. |
II. ISSUANCE OF DESIGNATED SECURITIES
The
Transfer Agent is authorized and directed to issue Securities of the Corporation from time to time upon receiving from the Corporation
the following:
| a. | Written
instructions as to the issuance from an authorized officer of the Corporation. |
| b. | A
certified copy of any order, consent, decree or other authorization that may relate to
the issuance of the Designated Securities. |
| c. | An
opinion of the Corporation’s counsel that (i) the Designated Securities are duly
authorized, validly issued, fully paid and nonassessable, (ii) issuance of the Designated
Securities has been registered (stating effective date thereof) under the Securities
Act of 1933 (as amended) (the “Act”) and the class of Securities represented
by the Designated Securities has been registered under the Securities Exchange Act of
1934 (as amended), or, if exempt from registration, the basis of such exemption, and
(iii) no order or consent of any governmental or regulatory authority other than that
provided to the Transfer Agent is required in connection with the issuance of the Designated
Securities or, if no such order or consent is required, a statement to that effect. The
opinion should also indicate whether it is necessary that the Designated Securities bear
a restrictive legend and the wording of the legend or a statement to the effect that
all Designated Securities to be issued are freely transferable upon presentation to the
Transfer Agent for that purpose. |
| d. | Such
further documents as the Transfer Agent may reasonably request. |
III. AUTHORIZED OFFICERS
| a. | Specimen
signatures of the officers of the Corporation authorized to sign the physical evidence
of Securities, including any certificate (see Exhibit E) together with any applicable
specimen certificates, shall be provided to the Transfer Agent to be used by it for the
purpose of comparison. The Transfer Agent shall be protected and held harmless in recognizing
and acting upon any signature, certificates or other document believed by it in good
faith to be genuine. When any officer of the Corporation shall no longer be vested with
the authority to sign evidence of Securities for the Corporation, a written notice thereof
shall be given to the Transfer Agent and until receipt of such notice the Transfer Agent
shall be fully protected and held harmless in recognizing and acting upon the evidence
of Securities bearing the signature of such officer or any signature believed by it in
good faith to be such genuine signature. |
| b. | The
Transfer Agent shall not be charged with notice of any change in the officers of the
Corporation until notice of such change shall be given in writing by the Corporation
to the Transfer Agent. |
| c. | In
the event any officer of the Corporation who shall have signed blank stock certificates
or other evidence of Securities (or whose facsimile signature shall have been used) shall
die, resign or be removed prior to the issuance of such certificates or other evidence
of Securities, the Transfer Agent in its capacity as Transfer Agent or Registrar, may
issue or register such stock certificates or other evidence of securities as the stock
certificates or evidence of Securities of the Corporation, notwithstanding such death,
resignation or removal, unless directed to the contrary by the Corporation in writing. |
IV. REGISTRAR; TRANSFER OF SECURITIES
| a. | The
Transfer Agent is authorized and directed to act as the official registrar of: the Securities
upon receipt by the Transfer Agent of the completed and signed reliance letter substantially
in the form of Exhibit F together with complete, accurate and balanced records
referenced therein. |
| b. | The
Transfer Agent is authorized and directed to make transfers of Securities from time to
time upon the books of the Corporation as maintained by the Transfer Agent. |
| c. | Securities,
in either certificated or book entry form (or other appropriate form of ownership), will
be transferred or exchanged upon the surrender of the old Securities (or appropriate
instructions in the case of noncertificated shares) in form reasonably deemed by the
Transfer Agent to be properly endorsed for transfer, accompanied by such documents as
the Transfer Agent may deem necessary to evidence the authority of the person making
the transfer. The Transfer Agent reserves the right to refuse to transfer Securities
until it has received reasonable assurance that each necessary endorsement is genuine
and effective, that the transfer of the Securities is legally valid and genuine and that
the requested transfer is otherwise legally in order. For that purpose, Transfer Agent
may require an acceptable guaranty of the signature of the person signing and appropriate
assurance of authority to do so. The Transfer Agent may rely upon the Uniform Commercial
Code, applicable law or regulation, and generally accepted industry practice in effecting
transfers, or in delaying or refusing to effect transfers. The Transfer Agent may delay
or refuse to process any transfer that in its reasonable judgment appears improper or
unauthorized. If, on a transfer of a restricted item, Corporation counsel fails to issue
an opinion or to provide adequate reasons therefore within a “reasonable”
number of business days of a request to do so, the Transfer Agent is authorized, but
not required, to process such transfer upon receipt of an appropriate opinion of presenter’s
counsel. |
| d. | Transfer
Agent shall be fully protected and held harmless in recognizing and acting upon written
instructions of an authorized officer of the Corporation. |
| e. | When
the Transfer Agent deems it expedient it may apply to the Corporation, or counsel for
the Corporation, or to its own counsel for instructions and advice; the Corporation will
promptly furnish or will cause its counsel to furnish such instructions and advice, and,
for any action taken in accordance with such instructions or advice, or in case such
instructions and advice shall not be promptly furnished, the Corporation will indemnify
and hold harmless the Transfer Agent from any and all liability, including reasonable
attorney’s fees and court costs. |
| f. | The
Corporation will at all times advise the Transfer Agent of any and all stop transfer
notices or adverse claims lodged against Securities of the Corporation and further, will
promptly notify the Transfer Agent when any such notices or claims have expired or been
removed. The Transfer Agent is not otherwise responsible for stop transfer notices or
adverse claims from either the Corporation or third parties unless it has received actual
written notice. |
V. RECORDKEEPING
| a. | The
Transfer Agent is authorized and directed to maintain records showing the name and address
of, and the number of Securities issued to each holder of, said Securities together with
such other records as the Transfer Agent may deem necessary or advisable to discharge
its duties as set forth herein. |
| b. | In
case of any request or demand for the inspection of the stock records of the Corporation
or any other records in the possession of the Transfer Agent, the Transfer Agent will
notify the Corporation for instructions permitting or refusing such inspection; provided,
however, that the Transfer Agent reserves the right to permit the inspection of the stock
records and other records of the Corporation and its holders of securities by any regulatory
authority including the Securities and Exchange Commission (“SEC”)
and the Depository Trust & Clearing Corporation (“DTCC”). |
VI. RESPONSIBILITIES, INDEMNITIES, AND COMPENSATION HEREUNDER
| a. | The
Transfer Agent may conclusively rely and act or refuse to act without further investigation
upon any list, instruction, certification, authorization, stock certificate or other
communication, including electronic communication, instrument or paper believed by it
in good faith to be genuine and unaltered, and to have been signed, countersigned or
executed by any duly authorized person or persons, or upon the instruction of any officer
of the Corporation or the advice of counsel for the Corporation, or counsel for the Transfer
Agent. The Transfer Agent may make any transfer or registration of ownership for such
securities which is believed by it in good faith to have been duly authorized or may
refuse to make any such transfer or registration if in good faith the Transfer Agent
deems such refusal necessary in order to avoid any liability upon either the Corporation
or itself. Corporation agrees that it shall not knowingly give Transfer Agent direction
to take any action or refrain from taking any action, if implementing such direction
would be a violation of applicable law or regulation. Corporation agrees that it shall
not direct Transfer Agent to transfer any security if such security is subject to any
restriction or prohibition on transfer to or from a securities intermediary in its capacity
as such, and Transfer Agent shall be protected in refusing to effect any such transfer. |
| b. | The
Transfer Agent may conclusively and in good faith rely and act, or refuse to act, upon
the records and information provided to it by the Corporation and its prior transfer
agent or recordkeeper without independent review and shall have no responsibility or
liability for the accuracy or inaccuracy of such records and information. |
| c. | The
Corporation will indemnify, defend, protect and hold harmless the Transfer Agent and
its managers, affiliates, agents, officers and employees (the “Indemnitees”)
from and against any and all: losses, costs, claims, damages, suits, judgments, penalties,
liabilities, and expenses, including, without limitation, reasonable attorney’s
fees and expenses, incurred or made, arising out of or in connection with any act or
omission of a prior transfer agent of the Corporation or the performance of the Transfer
Agent’s obligations under the provisions of this Agreement, including but not limited
to, acting, or refusing to act, in reliance upon any signature, endorsement, assignment,
certificate, order, request, notice, report, record, instructions or other instrument
or document believed by the Transfer Agent in good faith to be valid, genuine and sufficient
(the foregoing are referred to as “Indemnifiable Costs”); provided, however,
such indemnification shall not apply to any such act or omission finally adjudicated
to have been directly caused by the bad faith or gross negligence of the Transfer Agent.
The Indemnitees shall be under no obligation to institute or defend any action, suit,
or legal proceeding in connection herewith or to take any other action likely to involve
the Indemnitees in expense, unless first indemnified to the Transfer Agent’s satisfaction.
The indemnities provided by this paragraph shall survive the resignation or removal of
the Transfer Agent or the termination of this Agreement. If the indemnification provisions
of this Agreement are inadequate or unavailable for any reason, the Indemnitees shall
be entitled to contribution from the Corporation and any third-party payors including
insurers for all Indemnifiable Costs. |
| d. | Anything
in the Agreement to the contrary notwithstanding, in no event shall either party or its
respective affiliates, agents, officers, directors, managers and employees be liable
under or in connection with this Agreement for special, indirect, incidental, punitive,
or consequential losses or damages of any kind whatsoever, including but not limited
to lost profits, whether or not foreseeable, even if advised of the possibility thereof
and regardless of the form of action in which such damages are sought. |
| e. | The
Transfer Agent may, in connection with the services described in the Agreement, engage
subcontractors, agents, co- transfer agents or attorneys-in-fact, provided the same shall
have been selected with reasonable care. The Transfer Agent is authorized by the Corporation
to execute all agreements, appoint agents or sub-agents and do all other acts deemed
necessary to carry out the general purposes of this Agreement. The Corporation shall
provide to the Transfer Agent any books, records, or memoranda which are required in
defense of any claim which may arise in the performance of the Transfer Agent’s
duties hereunder. |
| f. | The
Transfer Agent may consult with counsel of its choice, and any advice of such counsel
shall be full and complete authorization and protection to the Transfer Agent with respect
to any action taken or omitted by it in good faith, in reliance upon such advice, in
connection with the performance of its duties or obligations under the Agreement. The
Corporation agrees to reimburse the Transfer Agent for all reasonable expenses, disbursements
and counsel fees (including reasonable expenses and disbursements of counsel) incurred
with respect thereto. |
| g. | The
Corporation agrees that the Transfer Agent shall be paid fees for its services and reimbursed
for expenses in accordance with the attached fee schedule (See attached Fee Schedule
– Exhibit C), which may be updated by the Transfer Agent from time to time.
Requests for payment of fees and expenses shall be submitted by the Transfer Agent in
the form of a written invoice at the beginning of each month for the services to be provided
for the prior month. The Corporation shall make payment upon receipt of all invoices
and all invoices shall be considered late if not paid in full by the last day of each
month. The Corporation shall pay interest at the rate of 0.83% per month for all late
invoices. |
| h. | The
Transfer Agent will, at its own expense, maintain in full force and effect at all times
during the term of this appointment insurance coverage in amounts with standard coverage
and subject to deductibles as is customary for insurance typically maintained by similar
transfer agents. |
| i. | The
Transfer Agent will not have any liability for failure to perform or delay in performing
duties set forth herein if the failure or delay is due to an event of force majeure.
An event of force majeure is an event or condition beyond the Transfer Agent’s
control including, but not limited to acts of God, natural disaster, civil unrest, state
of war, fire, power failure, equipment failure, act of terrorism, or similar events beyond
the Transfer Agent’s control. The Transfer Agent will make reasonable efforts to
minimize performance delays or disruptions in the event of such occurrences. |
| j. | Nothing
in the Agreement shall be construed to give any person or entity other than the Transfer
Agent and the Corporation, and their successors and assigns, any legal or equitable right,
remedy or claim under this Agreement. The Agreement shall be for the sole and exclusive
benefit of the Transfer Agent and the Corporation. |
VII. CONSENT TO USE OF NAME AND LOGO
Each
party may disclose in regulatory filings the fact Transfer Agent has been appointed pursuant to this Agreement, however, neither
party may disclose the specific terms of this Agreement including any fee information, without the prior written consent of the
other party, unless disclosure of such fee information is required by SEC rules and regulations.
VIII. UNCLAIMED PROPERTY ADMINISTRATION
| a. | The
Transfer Agent will provide unclaimed property reporting services for unclaimed certificates
for the Securities and related cash dividends, which may be deemed abandoned or otherwise
subject to applicable unclaimed property law or regulation. |
| b. | The
Corporation shall assist the Transfer Agent and provide such cooperation as may reasonably
be necessary in the performance of the services hereunder including delivery to the Transfer
Agent of any and all such unclaimed property which may not otherwise be in the Transfer
Agent’s possession. |
IX. LOST SECURITY HOLDER SEARCH SERVICES
| a. | Pursuant
to SEC rules (See SEC Rule 240.17Ad-17, as amended), the Transfer Agent is required to
provide certain services regarding lost security holder accounts for the Securities. |
| b. | The
Corporation agrees to reimburse the Transfer Agent for reasonable fees and expenses incurred
by the Transfer Agent in the course of providing the referenced search services. The
referenced fees and expenses may be assessed periodically by the Transfer Agent in accordance
with the services provided. (See attached Fee Schedule – Exhibit C.) |
X. CONFIDENTIAL INFORMATION
| a. | The
Transfer Agent and Corporation acknowledge that during the course of the Agreement, the
parties (the Discloser being the “Discloser” and the Recipient the
“Recipient”) may make confidential data available to each other or
may otherwise have access to proprietary or confidential information regarding the Corporation,
its stockholders, or the Transfer Agent, or its or their affiliates (collectively, “Confidential
Data”). Confidential Data includes all information not generally known or used
by others and which gives, or may give the possessor of such information an advantage
over its competitors or which could cause Corporation or Transfer Agent injury, loss
of reputation or goodwill if disclosed. Such information includes, but is not necessarily
limited to: data or information that identifies past, current or potential customers,
stockholders, business practices, financial results, fees, research, development, systems
and plans; certain information and material identified by the Discloser as “Proprietary”
or “Confidential”; data that the Transfer Agent furnishes to the Corporation
from the Transfer Agent’s database; data received from the Corporation and enhanced
by the Transfer Agent; and/or data or information that the Recipient should reasonably
be expected to know is confidential. Confidential Data may be written, oral, recorded,
or maintained on other forms of electronic media. Because of the sensitive nature of
the information that the Recipient and its employees or agents may obtain as a result
of this Agreement, the intent of the parties is that these provisions be interpreted
as broadly as possible to protect Confidential Data. This Agreement, together with the
exhibits and schedules referred to herein or delivered pursuant hereto, are Confidential
and Proprietary, and shall be treated as Confidential Data by the parties hereto. The
Transfer Agent acknowledges that all Confidential Data furnished by Corporation is considered
proprietary and strictly confidential. The parties agree to maintain security measures
to protect Confidential Data in its possession. |
| b. | The
Recipient agrees to hold as confidential all Confidential Data it receives from the Discloser.
As between the Recipient and Discloser, ownership of Confidential Data shall remain with
the Discloser, and Recipient shall not take any ownership interest in or right to use
the Confidential Data unless expressly agreed in writing by the Discloser. The Recipient
will use at least the same care and discretion to avoid unauthorized use and disclosure
of the Discloser’s Confidential Data as it uses with its own similar information
that it does not wish disclosed, but in no event less than a reasonable standard of care
and no less than is required by law. The Recipient may only use and disclose Confidential
Information of the Discloser only as necessary for the following “Permitted
Purposes”: (1) performing its obligations under this Agreement, (2) in the
case of Corporation, deriving the reasonable and intended benefit from the services provided
by Transfer Agent under this Agreement, and (3) as otherwise specifically permitted in
writing by the Discloser in this Agreement or elsewhere. The Recipient may disclose Confidential
Data to: (i) its employees and employees of permitted subcontractors and affiliates who
have a need to know; (ii) its attorneys and accountants as necessary in the ordinary
course of its business; (iii) any regulatory authority, including the SEC and DTCC, and
(iv) any other party with the Discloser’s prior written consent. Without limiting
the foregoing, the parties further agree, subject to applicable law and regulations,
that: (i) Confidential Data shall not be distributed, disclosed, or conveyed to any third
party except by prior written approval of the Discloser; (ii) no copies or reproductions
shall be made of any Confidential Data, except as needed to provide the services described
in this Agreement; and (iii) the Recipient shall not use any Confidential Data for its
own benefit or for the benefit of any third party. |
| c. | The
parties acknowledge that the unauthorized use or disclosure of any Confidential Data
may cause irreparable harm to the Discloser. Accordingly, the parties agree that the
Discloser shall be entitled to equitable relief, including injunctive relief, in addition
to all other remedies available at law for any threatened or actual breach of this Agreement
or any threatened or actual unauthorized use or disclosure of Confidential Data. |
| d. | Except
as prohibited by applicable law or regulation, the Recipient shall promptly notify the
Discloser in writing of any subpoena, summons or other legal process served on the Recipient
for the purpose of obtaining Confidential Data (i) consisting of a stockholder list,
such as an identified class of Corporation stockholders, or (ii) relating to significant
regulatory action or litigation that would have a material effect on the performance
of the Transfer Agent or corporate status of Corporation. In such cases, the Discloser
shall have a reasonable opportunity to seek appropriate protective measures; provided,
however, that this subsection shall not require the Transfer Agent to notify the Corporation
of its receipt of any subpoena, summons or other legal process seeking Confidential Data
for a single stockholder or group of related stockholders in connection with routine
tax levies or other routine third party litigation involving a stockholder. The Discloser
will indemnify the Recipient for all reasonable expenses incurred by the Recipient in
connection with determining the lawful release of the Confidential Data that is subject
to a subpoena, summons or other legal process. |
| e. | The
obligations set forth in paragraphs (a) through (d) above shall not apply to: |
| (i) | any
disclosure specifically authorized in writing by the Discloser; |
| (ii) | any
disclosure required by applicable law or regulation, including pursuantto a court
order; or |
| (iii) | Confidential
Data which: |
| (1) | has
become public without violation of this Agreement; or |
| (2) | was
disclosed to the Recipient by a third party not under an obligation of confidentiality
to the Discloser; or |
| (3) | was
independently developed by the Recipient not otherwise in violation or breach of this
Agreement or any other obligation of the Recipient to the Discloser; or |
| (4) | was
rightfully known to the Recipient prior to entering into this Agreement. |
| f. | The
obligations of each party set forth in paragraphs (a) through (e) above shall survive
termination or assignment of this Agreement. |
XI. TERM
| a. | The
Agreement shall have an initial term of six (6) months (the “Initial Term”).
After the completion of the Initial Term, either party may terminate the Agreement upon
sixty (60) days advance written notice. Any notice of termination by the Corporation
shall include a certified copy of a resolution of the Board of Directors of the Corporation
related to such termination and payment for all amounts due and owing to the Transfer
Agent. Note – although there is no specific termination fee, however, if the company
terminates this Agreement upon a change of control in ownership, transfer of record fees
will apply based on the number of shareholders at that time. |
| b. | Upon
the effective date of termination in accordance with the provisions noted above the Transfer
Agent shall deliver, at the expense of the Corporation, to the Corporation, or to a successor
transfer agent as directed in writing by the Corporation (and if no successor transfer
agent has been identified at the time of resignation or removal, then the following shall
be provided directly to the Corporation), all records of the Corporation in the possession
of the Transfer Agent, with the exception of any blank stock certificates, as discussed
in paragraph (a) above. |
XII. NOTICES
All
notices to be given by one party to the other under the Agreement shall be in writing and shall be sufficient if made to such
party at their respective address.
If
notice to the Corporation: As set forth in the Certificate of Appointment.
If
notice to the Transfer Agent:
V
Stock Transfer, LLC
Attn:
Chief Executive Officer
00
Xxxxxxxxx Xxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Facsimile:(000) 000-0000
All
notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered
or certified mail, return receipt requested, or, if by other means, including facsimile capable of transmitting or creating a
written record directly to the office of the recipient, when received by the recipient party at the address shown above, or at
such other addresses as may hereafter be furnished to the parties by like notice. Any such demand, notice or communication hereunder
shall be deemed to have been received on the date received at the premises of the addressee (as evidenced, in the case of registered
or certified mail, by the date noted on the return receipt, or in the case of facsimile, the date noted on the confirmation of
such transmission).
XIII.
GOVERNING LAW
The
Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of New York, without
regard to the conflict of laws doctrine applied in such state.
XIV. AMENDMENT; ENTIRE AGREEMENT; SEVERABILITY
| a. | The
Agreement may be amended or modified only by a written document authorized, executed
and delivered by the Corporation and the Transfer Agent. Such document may be in the
form of a resolution of the Corporation adopting a written amendment approved by the
Transfer Agent. |
| b. | The
Agreement, together with the exhibits and schedules referred to herein or delivered pursuant
hereto, constitute the entire agreement and understanding of the parties with respect
to the matters and transactions contemplated by this Agreement and supersede any prior
agreement and understandings, including any fee proposals, with respect to those matters
and transactions. Each provision and agreement herein shall be treated as separate and
independent from any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement. |
AGREED
AND ACCEPTED:
| | VSTOCK TRANSFER, LLC |
| | | |
| | By: | /s/
Xxxx Xxxxxxx |
| | Name: | Xxxx
Xxxxxxx |
| | Title: | Chairman |
| | | |
| | Company Name: |
| | | |
| | Duke Robotics, Inc. |
| | | |
| | By: | /s/
Raziel
Atuar |
| | Name: | Raziel
Atuar |
| | Title: | Chief
Executive Officer |
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