TRANSFER AGENT AND REGISTRAR AGREEMENT
Exhibit
10.1 Transfer Agent and Registration
Agreement
TRANSFER
AGENT AND REGISTRAR AGREEMENT
THIS AGREEMENT is made and
entered into on April 30, 2007.
BETWEEN: Empire Stock Transfer Inc.
(the “Transfer Agent”), duly incorporated under the laws of the State of
Nevada, having an office situated at 0000 Xx. Xxxx Xxxx, Xxxxx 000 in Xxxxxxxxx,
XX 00000.
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Name
of Company (the “Company”)
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NEVADA
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State
of Incorporation
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00
Xxxx Xxxxxx
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Xxxxxxxx,
Xxxx
Fiji
Address
of Company
In
consideration of the mutual premises, covenants and agreements contained herein,
the parties agree as follows:
1.
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The
Company hereby appoints Transfer Agent as the sole Transfer Agent and
Registrar for the Company’s capital
stock.
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2.
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The
Company warrants and represents to the Transfer Agent that the Company has
full power and absolute capacity to enter into this Agreement and that the
terms of this Agreement have been authorized by all necessary corporate
acts and deeds in order to give effect to the terms hereof, including the
execution of this Agreement by the authorized signatory indicated
below.
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4.
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The
Company agrees to provide the Transfer Agent with a current, accurate and
complete shareholder list that is inclusive of shareholder names,
addresses, applicable social security numbers or tax ID numbers, number of
shares, dates of issue and the certificate numbers by which these shares
are represented. The Company agrees to indemnify and hold
harmless the Transfer Agent for any errors, omissions or failure to
provide information made on the part of the Company or its previous
transfer agent with respect to information provided to the Transfer
Agent.
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5.
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The
Company also covenants to notify the Transfer Agent within forty-eight
(48) hours or
two (2) business days of material changes in its affairs that may
affect the Transfer Agent’s provision of services hereunder including,
without limitation, a change in directors, officers, management and/or
affiliates of the Company; alteration of the Company’s capitalization by
way of forward or reverse split; a change of Company name; or a change of
Company address through certified mail. Transfer Agent may
elect to accept alternate means of notification on a case by case
basis. Please phone (000) 000-0000 to discuss alternate means
of notification.
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Certified
Notification to Transfer Agent:
Empire Stock Transfer
Attn: Material Changes
0000 Xx. Xxxx Xxxx, Xxx.
000
Xxxxxxxxx, XX 00000
6.
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The
Transfer Agent agrees to maintain the Company’s shareholder records in
accordance with accepted standards and agrees to process and register the
Company’s transfers. The Transfer Agent agrees to make
available these records in the form of a shareholder list (see transfer
agent and registrar client fee schedule) upon written request by an
authorized officer or agent of the Company. Where there is a
dispute between the Company and a third party regarding the issuance or
cancellation of any securities in the Company’s capital stock, the
Transfer Agent shall have the right to require the Company to provide the
Transfer Agent with a legal opinion or Court order with respect to the
securities in issue prior to acting on any instructions related
thereto.
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7.
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The
Transfer Agent shall not be under any obligation to prosecute or defend
any action or suit in respect of the Company unless the Company shall, so
often as required, furnish the Transfer Agent with satisfactory indemnity
and funding against such expense or
liability.
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8.
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This
agreement may be terminated upon the delivery of written notice by one
party to the other at least fourteen (14) business days prior to the
effective date of termination. Upon termination, the Company
agrees to pay all outstanding fees owed to the Transfer
Agent. The Transfer Agent shall have the authority to hold the
books and records of the Company until it has received such
payment. Upon full payment, including the closing fee – see fee
schedule, the Transfer Agent will ship the Company’s shareholder records
via courier service to a Company specified
address.
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IN WITNESS WHEREOF the parties
hereto have hereunto affixed their respective hands and seals or corporate
seals, as the case may be, both as of the day and year first above
written.
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Empire
Stock Transfer
EMPIRE
STOCK TRANSFER INC.
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Company
Xxxxxx
Xxxxxxx Xxxxx
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Transfer
Agent
Xxxxxxx
Xxxxxx
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Name
of Officer for Company
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Name
of Officer for Transfer Agent
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Title :President
and Chief Executive Officer
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Title: President
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Signature
XXXXXX XXXXXXX XXXXX
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Date
April
30, 2008
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Signature
XXXXXXX XXXXXX
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Date
April
30, 2008
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