AGREEMENT
Exhibit
10.1 Transfer Agent & Registrar Agreement
AGREEMENT
This
agreement made and entered into the 26th day of February, 2007, by and between
Action
Stock Transfer Corporation hereinafter
referred to as Action
and
Xxxxxx
Resources, Inc.
hereinafter referred to as the Company.
WHEREFORE:
1.
Action
shall be
and is hereby appointed Transfer Agent and Registrar for the securities of
the
Company.
2.
An
authorized officer of the Company shall file the following with Action
before
Action
commences to act as Transfer Agent:
A.
A copy
of the Articles of Incorporation of the Company and all amendments thereto,
and
a copy of the Certificate of Incorporation as issued by the State of
Incorporation.
B.
A copy
of the by-laws of the Company incorporating all amendments thereto.
C.
Specimens of all forms of outstanding certificates for securities of the
Company, in the forms approved by the Board of Directors.
D.
A list
of all outstanding securities together with a statement that future transfers
may be made without restriction on all securities, except as to securities
subject to a restriction noted on the face of said securities and in the
corporate stock records.
E.
A list
of all shareholders deemed to be considered "insiders" or "control persons"
as
defined in the Securities Act of 1933 & 1934 and other acts of Congress and
rules and regulations of the United States Securities and Exchange Commission
when applicable.
F.
The
names and specimen signatures of all officers who are and have been authorized
to sign certificates for securities on behalf of the Company and the names
and
addresses of any other Transfer Agents or Registrars of securities of the
Company.
G.
A copy
of the resolution of the Board of Directors of the Company authorizing the
execution of this Agreement and approving the terms and conditions herein.
H.
His
certificate as to the authorized and outstanding securities of the Company,
its
address to which notices may be sent, the names and specimen signatures of
the
Company's officers who are authorized to sign instructions or requests to
the
Transfer Agent on behalf of this Company, and the name and address of legal
counsel to this Company.
I.
In the
event of any future amendment or change in respect of any of the foregoing,
prompt written notification of such change, together with copies of all relevant
resolutions, instruments or other documents, specimen signatures, certificates,
opinions or the like as the Transfer Agent may deem necessary or appropriate.
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3.
Action,
as
Transfer Agent, shall make original issues of securities upon the written
request of the Company and upon being furnished with a copy of a resolution
of
the Board of Directors of the Company authorizing such issue certified by
the
Corporate Secretary.
4.
The
Company hereby authorizes Action
to
purchase from time to time, certificates as may be needed by it to perform
regular transfer duties; not to exceed 2,000 without prior written approval
of
the Company, with such costs being paid in advance by the Company. Such
certificates shall be signed manually or by facsimile signatures of officers
of
the Company authorized by law or the by-laws of the Company to sign certificates
and if required, shall bear the corporate seal of the Company or a facsimile
thereof.
5.
Transfer of securities shall be made and effected by Action
and
shall be registered and new certificates issued upon surrender of the old
certificates, in form deemed by Action
properly
endorsed for transfer, with all necessary endorser's signatures guaranteed
in
such manner and form as Action
requires
by a guarantor reasonably believed by Action
to be
responsible accompanied by such assurances as Action
shall
deem necessary or appropriate to evidence the genuineness and effectiveness
of
such necessary endorsement, and satisfactory evidence of compliance with
all
applicable laws relating to collection of taxes, if any. That all transfer
of
securities and issuance and certificates shall be at a fee chargeable by
Action
at its
discretion. Such fee to be paid by such person, persons, firms or corporations
requesting such transfer.
6.
In
registering transfers, Action
may rely
upon the Uniform Commercial Code or any other statute which in the opinion
of
Counsel protects Action
and the
Company in not requiring complete documentation in registering transfer without
inquiry into adverse claims, in delaying registration for purposes of such
inquiry, or in refusing registration wherein its judgment and adverse claims
require such refusal. The Company agrees to hold Action
harmless
from any liability resulting from instructions issued by the Company.
7.
When
mail is used for delivery of certificates, Action
shall
forward certificates in "non- negotiable" form by first class, registered
or
certified mail.
8.
Action,
as
Transfer Agent, may issue new certificates in place of certificates represented
to have been lost, destroyed, or stolen, upon receiving indemnity satisfactory
to Action,
and may
issue new certificates in exchange for, and upon surrender of mutilated
certificates.
9.
In
case of any request of demand for the inspection of the records of the Company
held by Action,
Action
shall
endeavor to notify the Company and to secure instructions as to permitting
or
refusing such inspection. However, Action
may
exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so.
10.
In
case any officer of the Company who shall have signed manually or whose
facsimile signature shall have been affixed to blank certificates shall die,
resign, or be removed prior to the issuance of such certificates, Action
may
issue and register such certificates as the certificates of the Company
notwithstanding such death, resignation, or removal; and the Company shall
file
promptly with Action
such
approval, adoption, or ratification as may be required by law.
11.
Action
shall
maintain customary records in connection with its agency, all of which shall
be
available for inspection by the Company at all reasonable times.
12.
Action
is
authorized by the Company to use its own judgment in matters affecting its
duties as Transfer Agent, and in its discretion may apply to and act upon
instructions of its own counsel or of the counsel of the Company in respect
to
any questions arising in connection with such agency, all legal fees to be
at
the expense of the Company and Action
is
hereby relieved of any responsibility to the Company and is indemnified by
the
Company as to any responsibility to third persons, for action taken in
accordance with advice of such counselor its own judgment, remaining liable
only
for its own willful default or misconduct.
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13.
Action
shall be
indemnified by the Company for any acts of Action
based
upon:
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A.
Any paper or document reasonably believed by it to be genuine and
to have
been signed by the proper person or persons; and
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B.
Its recognition of certificates which it reasonably believes to
bear the
proper manual or facsimile signatures of the officers of the Company
and
the proper counter-signature of the Transfer Agent.
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14.
Action
shall
not be held to have notice of any change of authority of any officer, employee
or agent of the Company until receipt of written notification thereof from
the
Company.
15.
So
long as Action
has
acted in good faith and with due diligence and without negligence, the Company
shall assume full responsibility and shall indemnify Action
and save
it harmless from and against all actions and suits, whether groundless or
otherwise, and from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising directly or indirectly
out of agency relationship to the Company. Action
shall
not be under any obligation to prosecute or to defend any action or suit
in
respect of such agency relationship which, in opinion of its counsel, may
involve it in expense or liability, unless the Company shall, so often as
reasonably requested, furnish Action
with
satisfactory indemnity against such expense or liability. Action
shall be
without liability to the Company, and is hereby indemnified from any liability
to third persons, from Action's
refusal
to perform any act in connection with this agency, wherein reliance upon
opinion
of its counsel, Action
in good
faith believes that such act may subject it or its officers or employees
to
criminal liability or injunctive sanctions under any law of any state or
of the
United States, and in particular, under the Securities Act of 1933.
16.
The
Company may remove Action
as
Transfer Agent at any time by giving a 30 day written notice in the form
of a
resolution from the Board of Directors calling for such removal (a copy of
such
resolution shall be furnished to Action)
and
upon the payment of any and all reasonable charges owing to Action.
Action
may resign as Transfer Agent at any time giving written notice of such
resignation to the Company at its last known address, and thereupon its duties
as Transfer Agent shall cease.
17.
This
agreement may not be assigned by Action
without
express written consent of the Company.
18.
Action
may,
at
its sole discretion, pay a finders fee to any person, persons or entity for
referring the company to Action.
Any
finders fee agreement entered into by Action,
which
is directly related to this agreement between Action
and
the
company, will be made available to the company for inspection upon written
request.
19.
Action
may
increase its transfer rates as it deems necessary, without notification to
client.
20.
The
Company was chartered under the laws of the State of Nevada by Certificate
of
Incorporation filed in the office of the Secretary of State on the 13th day
of
February, 2007.
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21.
The
total number of shares of each class of the securities which the Company
is now
authorized to issue and the number thereof now issued and outstanding is:
A.
Class: Common shares
B.
Par
Value: $0.001
C.
Authorized: 300,000,000
D.
Issued
and Outstanding: Nil
22.
The
duly elected and qualified officers and directors of this Corporation, all
owners of more than 10% of the Company’s outstanding stock (“principal
shareholders") and all affiliates, as defined in SEC Rule 144(a)(1), are
as
follows:
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Title
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Name
and Address
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Signature
|
|
(Required
only for officers
and directors)
|
||
|
Chief
Executive Officer and
President
|
Xxxxx
Xxxx
#15
- 1019 North Shore Blvd. E., Burlington,
Ontario, Canada, L7T 1X8
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XXXXX
XXXX
|
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Chief
Financial Officer and Secretary Treasurer
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Xxxxxx
XxxXxx
0
Xxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0
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XXXXXX
XxxXXX
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23.
That
the name, address, and phone number of Counsel to the Company is:
As
of the
date of this agreement the Company has not engaged the services of
counsel.
24.
That
the address and phone number of the Company to which all communication are
to be
sent:
#
15 -
0000 Xxxxx Xxxxx Xxxx. X.,
Xxxxxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0
25.
That
the names and addresses of all past and present Transfer Agents (other than
Action)
are:
No
previous transfer agent.
Agreed
and entered into the day and year first written above.
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Company: Xxxxxx
Resources, Inc.
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Action
Stock Transfer Corporation
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By: XXXXX
XXXX
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By: JUSTEENE
XXXXXXXXXXX
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Xxxxx
Xxxx - President
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President
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