EXHIBIT 10.1
TRANSFER AGENT AND REGISITRAR AGREEMENT
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THIS AGREEMENT made and entered into this 22th day of June, 2000, by and
between:
NEVADA AGENCY AND TRUST COMPANY, 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx
000, Xxxx, Xxxxxx 00000, hereinafter called "TRANSFER AGENT," and
RUBINCON VENTURES INC., x/x #000 - 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X
0X0, a Delaware corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints
TRANSFER AGENT as the Transfer Agent and Registrar for the COMPANY'S Common
Stock, commencing on this 22 day of June 2001.
2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT
a complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate
number of stock certificates to handle the COMPANY'S transfers on a current
basis. Upon receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish
additional stock certificates as TRANSFER AGENT deems necessary considering the
volume of transfers. The stork certificates shall be supplied at COMPANY'S cost.
The TRANSFER AGENT agrees to order stock certificates from its printer upon
request of the COMPANY.
4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the
COMPANY'S transfers, record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the COMPANY and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review the records which shall be made available by TRANSFER AGENT during the
regular business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
6. [STOCKHOLIDER LIST] From time to time, as necessary for
Company stockholders meeting or mailings, the TRANSFER AGENT will certify and
make available to the current, active stockholders list for COMPANY purposes. It
is agreed that a reasonable charge for supplying such list will be made by
TRANSFER AGENT to the COMPANY. It is further agreed that in the event the
TRANSFER AGENT received a request or a demand from a stockholder or the attorney
of agent for a stockholder, for a list of stockholders, the TRANSFER AGENT will
serve notice of such request by certified mail to the COMPANY. The COMPANY will
have forty-eight (48) hours to respond in writing to the TRANSFER AGENT. If the
COMPANY orders the TRANSFER AGENT to withhold delivery of a list of stockholders
as requested, the TRANSFER AGENT agrees to follow the orders of the COMPANY. The
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COMPANY will then follow the procedure set forth in the Uniform Commercial Code
to restrain the TRANSFER AGENT from making delivery of a stockholders list.
7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from
the person requesting a transfer and/or the transferror, a fee of Fifteen and
No/100 dollars ($15.OO) for each stock certificate issued, except original
issues of stock or warrant certificates, which fees shall be paid by the
COMPANY. This fee may be decreased or increased at any time by the TRANSFER
AGENT. This fee shall be the property of the TRANSFER AGENT.
8. [ANNUAL FEE] The COMPANY agrees to pay the TRANSFER AGENT an
annual fee of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses
the TRANSFER AGENT for the expense and time required to respond to the written
and oral inquiries from brokers and the investing public, as well as maintaining
the transfer books and records of the corporation. The annual fee will be due
on 1st of July of each year and is subject to annual review.
8 [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
I0. [COMPANY STA'I'US] The COMPANY will promptly advise the TRANSFER
AGENT of any changes or amendments to the Articles of Incorporation, any
significant changes in corporate status, changes in officers, etc., and of all
changes in filing status with the Securities and Exchange Commission, or any
state entity, and to hold the TRANSFER AGENT harmless from its failure to do so.
II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to
indemnify and hold harmless the TRANSFER AGENT, from any and all loss, liability
of damage, including reasonable attorneys' fees and expenses, arising out of, or
resulting from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. [NOTICE] Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
TO THE COMPANY:
000 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X., X0X 0X0
Xxxxxx
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
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14. [MERGER CLAUSE] This Agreement supersedes all prior agreements
and understandings between the parties and may not be changed or terminated
orally, and no attempted change, termination or waiver of any of the provisions
hereof shall binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and year
1st above written, by the duly authorized officer or officers of said parties,
and the same will be binding upon the assigns and successors in interest of the
parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY /S/"XXXXXX XXXXXXXXXX"
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XXXXXX XXXXXXXXXX, VICE PRESIDENT
RUBINCON VENTURES INC.
COMPANY
BY /S/ "X. XXXXXXX"
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(Hereunto duly authorized)
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