EXHIBIT 10.2
AGREEMENT AND
CERTIFIED COPY OF RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
OXFORD VENTURES, INC.
R E S O L V E D :
I. That Continental Stock Transfer & Trust Company of New York be and
hereby is appointed Co-Transfer agent of the Common Stock, $.001 par value, of
this Corporation.
II. That the Co-Transfer Agent be and hereby is authorized to issue and
countersign certificates of said stock of this Corporation in such names and for
such numbers of shares up to the full amount of such stock which is authorized
but unissued and to deliver such certificates as may be directed by resolution
of the Board of Directors or by written order of the President or a
Vice-President and Secretary or Assistant Secretary or Treasurer and an opinion
of counsel in form and substance satisfactory to it and such other documentation
as it may require.
III. That the Co-Transfer Agent be and hereby is authorized to accept
for transfer any outstanding certificates of said stock of this Corporation
properly endorsed and stamped as required by law, and to issue and countersign
new certificates for a like number of shares of the same class of stock in place
thereof and to deliver such new certificates.
IV. That the said Co-Transfer Agent may use its own judgment in matters
affecting its duties hereunder and shall be liable only for its own gross
negligence, and that this Corporation indemnifies and holds harmless the said
Co-Transfer Agent for each act done by it in good faith in reliance upon any
instrument or stock certificates believes by it to be genuine and to be signed,
countersigned or executed by any person authorized to sign, countersign or
execute the same.
V. That any certificates of the said stock issued and countersigned by
the Co-Transfer Agent shall bear the actual or facsimile signature of the
present or any future President, or Vice-President and the actual or facsimile
seal of this Corporation. Should any officer die, resign or be removed from
office prior to the issuance of any certificates of stock which bear his
signature, the Co-Transfer Agent may continue, until written notice to the
contrary is received, to issue such certificates as and for the stock
certificates of this Corporation notwithstanding such death, resignation or
removal, and such certificated when issued shall continue to be and to
constitute valid certificates of stock of this Corporation.
VI. That the Co-Transfer Agent shall issue a new certificate or
certificates of said stock in lieu of lost, destroyed stolen certificate or
certificates of such stock upon the order of the Corporation, evidenced by a
certified copy of a resolution of the Board of Directors, or written direction
of the President or Vice-President or Secretary or Treasurer, and upon the
giving of a bond satisfactory to the Co-Transfer Agent, protecting it from any
loss.
VII. That the Co-Transfer Agent is authorized and directed to open and
maintain such ledgers and other books and to keep such records as may be
required and deemed advisable in the performance of its agency.
VIII. That this appointment and the authorization in these resolutions
shall cover and include any additional shares of said class of stock which may
hereafter be authorized by this Corporation.
IX. That when certificates of this Corporation's stock shall be
presented to it for transfer, the Co-Transfer agent is hereby authorized to
refuse to transfer the same until it is satisfied that the requested transfer is
legally in order; and that this Corporation, shall indemnify and hold harmless
the Co-Transfer Agent, and the Co-Transfer Agent shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized. The Co-Transfer Agent may rely upon the Uniform
Commercial Code and generally accepted industry practice in effecting transfers,
or delaying or refusing to effect transfers.
X. That when the said Co-Transfer Agent deems it expedient it may apply
to this Corporation, or the counsel for this Corporation, or to its own counsel
for instructions and advice; that this Corporation will promptly furnish or will
cause its counsel to furnish such instructions and advice, and, for any action
taken in accordance with such instructions or advice, or in case such
instructions and advice shall not be promptly furnished as required by this
resolution, this Corporation will indemnify and hold harmless said Co-Transfer
Agent from any and all liability, including attorneys fees and court fees and
court costs. The Co-Transfer Agent may, at its discretion, but shall have no
duty to prosecute or defend any action or suit arising out of authorization
hereby granted unless this Corporation shall, when requested, furnish it with
funds or the equivalent to defray the costs of such prosecution or defense.
XI. That the said Co-Transfer Agent may deliver from time to time at
its discretion, to this Corporation, for safekeeping or disposition by this
Corporation in accordance with law, such records accumulated in the performance
of its duties as it may deem expedient, and this Corporation assumes all
responsibility for any failure thereafter to produce any paper, record or
document so returned if, and when, required.
XII. That this Corporation shall indemnify and hold harmless said
Co-Transfer from any and all liability, including attorneys fees and court
costs, for any action taken by the Co-Transfer Agent in connection with its
appointment and conduct as Co-Transfer Agent, except for said agent's own
willful misconduct or gross negligence, and shall, at the request of said
Co-Transfer Agent, defend any action brought against the agent hereunder.
XIII. That the Co-Transfer Agent is authorized to forward certificates
of Stock, Scrip and Warrants of this Corporation issued on transfer or otherwise
by first-class mail under a blanket bond of indemnity covering the non-receipt
of such Stock, Scrip and Warrants by any of the stockholders of this
Corporation, in which bond this Corporation and the Co-Transfer Agent are
directly or indirectly named as obliges;
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That in the event of non-receipt by any stockholder of this
Corporation of certificates of Stock, Scrip and Warrants so mailed, the said
Co-Transfer Agent is authorized to issue new certificates of said Stock, Scrip
and Warrants for a like amount in place thereof, upon receipt from the
stockholders of an affidavit and proof of loss provided for under said blanket
bond and the issuance by the Surety Company of an assumption of the loss under
said blanket bond, all without further action or approval of the Board of
Directors or the officers of this Corporation.
XIV. That the proper officers of this Corporation be and they hereby
are authorized and directed to deliver to the Co-Transfer Agent a sufficient
supply of blank stock certificates and to renew such supply from time to time
upon request of the Co-Transfer Agent and to pay the Co-Transfer Agent its
prevailing fees and reimburse it for disbursements incurred by it when and as
the same are billed to this Corporation which, to the extent such fees and
disbursements remain unpaid, hereby grant to the Co-Transfer Agent a lien on the
books, records and other property of this Corporation in the custody or
possession of the Co-Transfer Agent.
XV. That the Co-Transfer Agent is hereby authorized without any further
action on part of this Corporation to appoint as successor Co-Transfer Agent any
corporation or company which may succeed to the business of the Co-Transfer
Agent by merger, consolidation or otherwise (such corporation or company being
hereinafter called the " Successor"); the Successor to have the same authority
and appointment contained in this resolution as if this corporation itself had
appointed it Co-Transfer Agent. The Successor shall, when appointed, be the
Agent of this Corporation and not an Agent of Continental Stock Transfer & Trust
Company.
XVI. That the Secretary or Assistant Secretary be and hereby is
instructed to certify a copy of these resolutions under the seal of this
Corporation and to lodge the same with Continental Stock Transfer & Trust
Company, together with such certified documents, opinions of counsel,
certificates, specimen signatures of officers and information as Continental
Stock Transfer & Trust Company may require in connection with its duties as
Co-Transfer Agent and immediately upon any change therein which might affect
Continental Stock Transfer & Trust Company in its duties to give the Co-Transfer
Agent written notice and to finish such additional certified documents,
certificates, specimen signatures of officers and information as Continental
Stock Transfer & Trust Company may require, it being understood and agreed that
Continental Stock Transfer & Trust Company shall be fully protected and held
harmless for the failure of this Corporation to give proper and sufficient
notice of any such change.
XVII. That this document, when executed by the Corporation, shall
constitute the full agreement between it and Continental Stock Transfer & Trust
Company and shall not be amended or modified except in writing signed by both
parties.
XVIII. This agreement shall be interpreted under the laws of the State
of New York.
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CERTIFICATE OF SECRETARY
I, ▇▇▇▇▇▇ ▇. Plant, Secretary of Oxford Ventures, Inc., a
corporation duly organized and existing under the laws of the State of Nevada,
DO HEREBY CERTIFY:
A. That the foregoing is a true copy of a certain Resolution duly
adopted, in accordance with the By-Laws, by the Board of Directors of the said
Corporation, at, and recorded in the minutes of a meeting of the said Board duly
held on May 18, 2004, and of the whole of the said Resolution, and that the said
Resolution has not been rescinded or modified.
B. That, accompanying this Certificate are:
(1) A copy of the Charter or Certificate of Incorporation
of the said Corporation, with all amendments to date,
duly certified under official seal by the state
officer having custody of the original thereof;
(2) A true and complete copy of the By-Laws of the said
Corporation, as at present in force;
(3) A signature card bearing the names and specimen
signatures of all the officers of the said
Corporation;
(4) Specimens of certificates of each denomination and
class of stock of the said Corporation in the form
adopted by the said Corporation; and
(5) An opinion by counsel for the Corporation covering
the validity of the outstanding shares referred to in
the above-mentioned Resolution and their registration
or exemption from registration under the Securities
Act of 1933, as amended.
C. That the total authorized stock of the said Corporation is
400,000,000 shares, of which all of such shares are Common Stock, $.001 par
value per share.
That of the said authorized stock, there are now issued
140,117,848 shares of the said Common Stock, that such issue has been duly
authorized, and that all of the said shares are fully paid.
D. That the following data are true and correct with respect to the
said Corporation:
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NAME TITLE(S) ADDRESS
---- -------- -------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President, CEO and CFO
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▇▇▇▇▇▇ ▇. Plant Secretary and Treasurer
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Counsel: Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP
Address: 1065 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Address of Corporation: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
IN WITNESS WHEREOF, I have hereunto set my hand, and affixed
the seal of the said Corporation, this 18th day of May 2004.
OXFORD VENTURES, INC.
/S/ ▇▇▇▇▇▇ ▇. PLANT
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By: ▇▇▇▇▇▇ ▇. Plant
(CORPORATE SEAL) Title: Secretary
Agreed to and accepted: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(CORPORATE SEAL) /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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