EMPIRE STOCK TRANSFER TRANSFER AGENT AND REGISTRAR AGREEMENT
Exhibit
10.1 -
Transfer Agent and Registrar Agreement
EMPIRE
STOCK
TRANSFER
THIS
AGREEMENT
is made
and entered into on June 20, 2007.
BETWEEN: Empire
Stock Transfer Inc., a
body
corporate duly incorporated under the laws of the State of Nevada and having
an
office situated at 0000 Xx. Xxxx Xxxxxxx, Xxxxxxxxx, XX 00000 (the “Transfer
Agent”)
Name
of the
Company
Nevada
State
of
Incorporation
000
Xxxxxxx Xxxxxx ,St. Wenceslas, Quebec, Canada, G0Z 1J0
Address
of
Company
In
consideration of the mutual premises, covenants and agreements contained
herein,
the parties agree as follows:
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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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3.
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The
Company agrees to provide the Transfer Agent with a current, accurate
and
complete shareholder list, inclusive of shareholder names, addresses,
applicable social security numbers, number of shares, date of issue
and
the certificate numbers by which these shares are represented.
The Company
also covenants to notify the Transfer Agent of material changes
in its
affairs that my affect the Transfer Agent’s provision of services
hereunder including, without limitation, a change in directors,
officers,
management and/or affiliates of the Company; alternation of the
Company’s
capitalization by way of forward or reverse split, a change of
Company
name, or a change of Company address. The Company agrees to indemnify
and
hold harmless the Transfer Agent for any errors or omissions made
on the
part of the Company or its previous transfer agent with respect
to
information provided, or a failure to provide information, to the
Transfer
Agent.
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4.
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The
Transfer Agent agrees to maintain the Company’s shareholder record in
accordance with accepted standards and agrees to process and register
the
Company’s transfers. The
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Transfer
Agent agrees to make available these records in the form of a shareholders
list
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 upon any instructions
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5.
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The
Company agrees to pay the transfer agent an initial fee of $1,000,
which
includes a $500 file setup fee and first year’s annual maintenance fee, as
well as a $500 credit for future use toward Company transfers.
Thereafter,
the Company agrees to pay the transfer agent an annual fee of $500
in
compensation for the time and expense necessary to maintain the
books and
records of the Company as well as answering any inquiries from
shareholders, brokers and clearing agents that may arise from performing
this duty. This annual fee will be due on the first day of the
month as
inserted in this agreement and is subject to annual review. Other
fees may
include, without limitation, transfers borne by the Company, shareholder
lists, mailing labels, distributions and proxy tabulation. In addition,
the Company agrees to pay all expenses incurred by the result of
a lawsuit
or government investigation including all legal and professional
fees,
travel expenses, copying of documents, and postage or courier fees.
The
Company agrees that it shall compensate the Transfer Agent at a
rate of
$50 per hour in circumstances where the Transfer Agent is required
to
expend its employees’ time in order to comply with regulatory body or
court orders regarding the Company’s securities or where an employee is
required to attend court as a witness in respect of any matters
relating
to the Company’s securities.
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6.
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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 expenses or
liabilities.
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7.
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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) 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.
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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 written above.
PORTAGE
RESOURCES INC . EMPIRE
STOCK TRANSFER INC.
Name
of
Company
XXXXXXX
XXXXX XXXXXXX
XXXXXX
Signature Signature
Chief
Executive Officer President
Title Title
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EMPIRE
STOCK TRANSFER INC. TRANSFER
AGENT AND REGISTRAR AGREEMENT
