EXHIBIT 10.10
Trust and Transfer Agent Agreement
REGISTRAR AND TRANSFER AGENT AGREEMENT PRIVATE
THIS AGREEMENT made as of February 26, 2002
BETWEEN:
PACIFIC CORPORATE TRUST COMPANY, a trust company duly
incorporated under the laws of British Columbia having an
office at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "Trust Company")
OF THE FIRST PART
AND:
K-Tronik International Corp., a company duly incorporated
under the laws of Nevada, having an office at 2602 - 0000
Xxxxx Xxx., Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
OF THE SECOND PART
WHEREAS:
A. The Trust Company is a trust company that is authorized to carry
on a trust business under the Financial Institutions Act (British Columbia);
B. The Company wishes to appoint the Trust Company as its registrar
and transfer agent in respect of its common shares (the "Shares")
and the Trust Company has agreed to accept such appointment on the
terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements of the parties set forth in this Agreement, the parties
agree as follows:
1. APPOINTMENT AS REGISTRAR AND TRANSFER AGENT
1.1 Appointment - The Company hereby appoints the Trust Company as
its registrar and transfer agent and the Trust Company hereby accepts
the appointment, upon and subject to the terms of this Agreement.
1.2 Fees and expenses - The Company agrees to pay to the Trust Company:
(a) its fees in effect from time to time as set out in the Trust
Company's Schedule of Fees; and
(b) all costs and expenses, including legal fees if applicable,
incurred by the Trust Company in carrying out its duties
under this Agreement.
1.3 Payment due date - Any invoice rendered to the Company for fees
and expenses of the Trust Company shall be payable within 30 days of
the date of the invoice.
1.4 Schedule of fees - The Trust Company may revise its Schedule of
Fees at any time upon 30 days' prior notice to the Company.
2. SHARE REGISTERS
2.1 Principal Registers - The Trust Company shall maintain the
Company's Register of Members and Register of Transfers
(collectively, the "Principal Registers") in respect of the Shares at
its principal office in Vancouver, British Columbia.
2.2 Information to be provided - The Company agrees to provide the
Trust Company with the information it requires in order to set up and
maintain the Principal Registers. The Company represents and
warrants that such information shall be accurate and complete and the
Trust Company may rely upon the information, without any duty to
enquire further, in establishing and maintaining the Principal Registers.
2.3 Branch registers - Upon the written request of the Company,
authorized by a resolution of the Board of Directors of the Company,
the Trust Company will cause branch registers (the "Branch
Registers") to be maintained by it or by a co-transfer agent as
required by law on the same terms and conditions as the Principal
Registers are to be maintained, with any necessary changes, in cities
other than Vancouver.
3. SHARE CERTIFICATES
3.1 Blank certificates - The Company agrees to provide the Trust
Company with blank share certificates, in a form required under its
jurisdiction of incorporation and the rules of the stock exchanges on
which the Company's shares may be listed for trading, as and when
requested to do so by the Trust Company and at the Company's expense.
3.2 Signatures - The share certificates delivered to the Trust
Company shall be signed by a director or other officer or officers of
the Company as required by law, by the constating documents of the
Company or by resolutions of directors of the Company. The signature
of such director, officer or officers on such Share certificates may
be engraved, lithographed or otherwise mechanically reproduced and
shall be binding upon the Company and the certificates so signed will
be valid and binding upon the Company, notwithstanding:
(a) any change in any of the persons holding any such office
between the time of actual signing and the time of
countersigning and issuing of the share certificates, or
(b) the director or such other officer or officers signing may
not have held office at the date of countersigning and
issuing the certificates.
3.3 Countersign certificates - The Trust Company is authorized to
countersign certificates representing any Shares issued by the
Company or transferred by a holder of the Shares, upon and subject to
receipt of documentation satisfactory to the Trust Company. The
Company agrees that on and after the date of this Agreement and for
so long as this Agreement remains in force, no certificates for
Shares will be issued or, if issued will not be valid, unless and
until countersigned by the Trust Company in its capacity as registrar
and transfer agent of the Shares or by a co-transfer agent
maintaining a Branch Register.
3.4 Validity of prior certificates - The Trust Company is entitled
to treat as valid any certificate or certificates for Shares
purporting to have been issued by or on behalf of the Company prior
to the date of this Agreement. The Trust Company is hereby relieved
from any duty or obligation to verify the signature or the authority
to sign of the person or persons purporting to sign any certificate
on behalf of the Company or on behalf of any other institution
previously appointed the registrar and transfer agent or a branch
registrar and transfer agent of the Shares.
3.5 Replacement certificates - The Trust Company is authorized to
issue and register new certificates in place of the lost, destroyed
or stolen certificates representing any of the Shares upon receipt of:
(a) an authorization signed by any director or officer of the
Company; and
(b) such other documentation as the Trust Company deems
appropriate in the circumstances, including evidence of
loss, destruction or theft and indemnity satisfactory to
the Trust Company.
4. TRANSFERS
4.1 Register transfers - The Trust Company shall register transfers
of the Shares made from time to time in the Principal Registers as
may be necessary in order that the holdings of each shareholder of
the Company may be properly and accurately kept and transfers of
Shares properly recorded.
4.2 Grounds for refusing transfer - The Trust Company may refuse to
effect the transfer of any Shares until such time as the Trust
Company is satisfied that the share certificate presented to the
Trust Company is valid, that the endorsement thereon is genuine and
that the transfer requested has been properly and legally authorized.
4.3 New certificates - The Trust Company shall countersign, if
necessary, and issue new certificates for the Shares upon surrender
to the Trust Company of the outstanding certificates in a form endorsed for
transfer acceptable to the Trust Company.
4.4 Company to provide assistance - The Company shall assist the
Trust Company in identifying signatures of shareholders and guarding
against forgery, illegal transfers and other illegalities.
4.5 Transfers on branch registers - All Shares will be effectively
and interchangeably transferable on the register of transfers or on
any Branch Register regardless of where or when the share
certificates have been issued, and entry of the transfer of any
Shares in the register of transfers or in any Branch Register shall
for all purposes be a complete and valid transfer.
5. DIVIDEND DISBURSING AGENT
5.1 Appointment - The Company appoints the Trust Company as agent to
disburse dividends to the holders of the Shares, which may from time
to time be declared by the Board of Directors of the Company and the
Trust Company hereby accepts such appointment.
5.2 Disbursement by Trust Company - The Trust Company will disburse
to the registered holders of the Shares all cash and stock dividends
which may be declared by the Board of Directors of the Company upon
receiving, at least three business days before each dividend
disbursement date, a certified copy of the resolution of the Board of
Directors of the Company declaring such dividend and, if necessary, a
certified cheque in an amount sufficient for the payment of such dividend.
6. RECORDS
6.1 Maintain records - The Trust Company will maintain such records
as it deems appropriate in connection with acting as registrar and
transfer agent for the Company.
6.2 Delivery of statements to Company - The Trust Company shall
furnish to the Company, at the Company's request and expense, such
statements, lists, entries, information and material concerning
transfers and other matters as may be prepared by it in its capacity
as registrar and transfer agent of the Company.
6.3 Delivery of books and records - The Trust Company shall send to
the Company, or to such other person as the Company may direct, all
books, documents and other records in its possession relating to the
Company following the termination of this Agreement and the payment
of all amounts owing to the Trust Company pursuant to this Agreement.
A receipt signed on behalf of the Company by any director or officer
of the Company or the person referred to in the Company's direction
shall be a valid acknowledgment and discharge to the Trust Company of
the items delivered.
6.4 Destruction of certificates - The Trust Company is authorized to
destroy certificates representing Shares which have been cancelled,
together with any related transfer documentation, six years after the
date of cancellation. All actions taken by the Trust Company under
this section shall be at the expense of the Company.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
7.1 Representations and warranties - The Company represents and
warrants to the Trust Company that:
(a) the Company has due and sufficient right and authority to
enter into this Agreement on the terms and conditions
herein set forth and all necessary action has been taken by
or on the part of the Company to authorize the execution
and delivery of this Agreement and all other documents
contemplated hereby;
(b) the Company is authorized by its constating documents to
maintain a branch register of members in British Columbia
and, if applicable, outside of British Columbia; and
(c) the Company has given or will give all notices required by
law to give notice of the appointment of the Trust Company
as its registrar and transfer agent.
7.2 Covenants - The Company agrees to promptly deliver to the Trust
Company from time to time:
(a) certified copies of its constating documents and any
amendments to such documents;
(b) copies of all relevant documents and proceedings relating
to increases and reductions in the Company's capital, the
reorganization of or change in its capital, a change in the
Company's name, the bankruptcy or winding up of the Company
or the surrender of its charter;
(c) a certificate of incumbency showing the names and offices
of the Company's directors and officers, including
specimens of the signatures of those directors and officers
authorized to sign share certificates and treasury orders
and authorized to instruct the Trust Company; and
(d) all other documents reasonably requested by the Trust Company.
7.3 Legal opinion - The Company shall deliver to the Trust Company a
legal opinion from its legal counsel relating to the appointment of
the Trust Company as its registrar and transfer agent in a form
satisfactory to the Trust Company. The Trust Company in its sole
discretion may waive this requirement if the Company has completed
its Initial Public Offering.
8. LIMITATIONS ON RESPONSIBILITY
8.1 Consultation - The Trust Company may, at any time, apply to the
Company for instructions and may consult counsel for the Company or
its own counsel in respect of any matter arising in connection with
this Agreement. The Company will indemnify and hold harmless the
Trust Company from any liability or claims that may be made against
it for any action taken, or not taken, by the Trust Company in
accordance with or pursuant to such instructions or advice that may
be given to it.
8.2 No constructive notice - The Trust Company shall not be held to
have notice of any change of authority of any director, officer,
employee or agent of the Company until it receives written
notification of such change from the Company.
8.3 Compliance with laws - The Trust Company is authorized to comply
with any law, regulation, or order now or hereafter in force which
purports to impose on the Trust Company a duty to take or refrain
from taking any action.
9. INDEMNITY
9.1 Indemnify Trust Company - The Company hereby indemnifies and
agrees to hold harmless and defend the Trust Company, its directors,
officers, employees and agents, against any and all claims and
liabilities, whether accrued, absolute, contingent or otherwise and
any and all actions, suits, proceedings, demands, assessments,
judgments and costs, including without limitation legal costs on a
solicitor and own client basis, arising out of or in respect of the
performance by the Trust Company of its duties under this Agreement;
provided, however, that the Trust Company shall not be indemnified
against, or be reimbursed for any expense incurred in connection with
any claim or liability arising out of its wilful misconduct or gross
negligence.
9.2 Defend actions - The Trust Company is under no obligation to
prosecute or defend any action or suit in respect of the relationship
which, in the opinion of its legal counsel, may involve it in expense
or liability, but will do so at the request of the Company provided
that the Company furnishes it with an indemnity satisfactory to the
Trust Company against such expenses or liability.
9.3 Post collateral - The Company will post collateral or other
documentation which is sufficient in the opinion of the Trust Company
or its counsel to secure the indemnity herein provided.
10. TERMINATION OF AGREEMENT
10.1 Failure to pay - In the event that any payment required to be
made by the Company remains unpaid 14 days after the Trust Company
has made a written demand for payment, the Trust Company may
terminate this agreement, effective on the date that a termination
notice is provided to the Company.
10.2 Notice - Subject to section 10.1, this Agreement will continue
in effect until terminated by written notice given by either party to
the other party. The effective date of the termination shall be the
date which is 30 days after the date of the notice of termination,
unless the parties otherwise mutually agree upon a different date.
10.3 Payment by Company - The Company agrees to pay to the Trust
Company, on or before the effective date of the termination of this
Agreement:
(a) all accrued but unpaid fees or expenses of the Trust Company;
and
(b) the Trust Company's published termination fee in effect as at
the date of termination in order to provide for the Trust
Company's expenses relating to subsequent enquiries and
correspondence on behalf of the Company.
The Company agrees that the amount provided for in paragraph (b) is
reasonable in the circumstances.
10.4 Delivery of books and records - Following the termination of
this Agreement, the Trust Company shall send to the Company, or to
such other person as the Company may direct, all books, documents and
other records in its possession relating to the Company in accordance
with section 6.3.
11. GENERAL
11.1 Time - Time is of the essence of this Agreement.
11.2 Assignment - This Agreement may be assigned by the Trust
Company, without the prior consent of the Company, to another
registrar and transfer agent upon 60 days prior notice to the Company.
11.3 Amendments - This Agreement may only be amended by a further
written agreement executed and delivered by both parties to this Agreement.
11.4 Governing Law - This Agreement will be governed by, construed
and enforced in accordance with the laws of the Province of British
Columbia and the parties hereto submit and attorn to the exclusive
jurisdiction of the courts of the Province of British Columbia.
11.5 Severability - If any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any
respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any way be
affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions
contained herein will not in any way be affected or impaired thereby,
unless in either case as a result of such determination this
Agreement would fail in its essential purpose.
11.6 Notice - Any notice under this Agreement must be in writing,
delivered, telecopied or mailed by prepaid post, and addressed to the
party to which notice is to be given at the address for such party
indicated herein or at another address designated by such party in writing.
Notice which is delivered or telecopied will be deemed to have been
given at the time of transmission or delivery. If notice is by mail it
will be deemed to have been given five business days following the date
of mailing. If there is an interruption in normal mail service at or
prior to the time a notice is mailed, the notice must be delivered or
telecopied.
11.7 Further assurances - The parties to this Agreement will with
reasonable diligence do all such things and provide all such
reasonable assurances as may be required to consummate the
transactions contemplated by this Agreement, and each party to this
Agreement will execute and deliver such further documents or
instruments required by the other party as may be reasonably
necessary or desirable for the purposes of giving effect to or
perfecting the transactions contemplated by this Agreement.
11.8 Enurement - This Agreement and each of its terms and provisions
will enure to the benefit of and be binding upon the parties to this
Agreement and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and
year first above written.
The CORPORATE SEAL of )
xe "[Name Company]: " PACIFIC CORPORATE TRUST COMPANY)
was hereunto affixed in the)
presence of: )
C/S
/s/ Xxxx Xxxxxxxxxx )
/s/ Xxxx Xxxxxx )
The CORPORATE SEAL of )
xe "[Name Company]: " K-Tronik International Corp.)
was hereunto affixed in the)
presence of: )
/s/ Xxxxxx Xxx )
