Exhibit 10.1 TRANSFER AGENT AND REGISITRAR AGREEMENT
TRANSFER AGENT AND REGISITRAR AGREEMENT
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THIS AGREEMENT made and entered into this 10th day of April, 1999, by and
between:
NEVADA AGENCY AND TRUST COMPANY, 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx
000, Xxxx, Xxxxxx 00000, hereinafter called "TRANSFER AGENT," and
STANDARD CAPITAL CORPORATION., 800 - 00000 00xx Xxx., Xxxxx 000, Xxxxx Xxxx,
X.X., X0X 0X0, a Delaware corporation, hereinafter called "COMPANY" or
"STANDARD".
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] Standard hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for Standard's Common Stock,
commencing on this 10th day of April 1999.
2. [COMPANY'S DUTY] Standard 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 Standard itself or its previous transfer
agent or agents. Standard hereby agrees to indemnify TRANSFER AGENT in this
regard.
3. [STOCK CERTIFICATES] Standard agrees to provide an adequate
number of stock certificates to handle Standard's transfers on a current basis.
Upon receipt of TRANSFER AGENT'S request, Standard 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 Standard.
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 Standard 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 Standard. 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 Standard. Standard will have
forty-eight (48) hours to respond in writing to the TRANSFER AGENT. If Standard
orders the TRANSFER AGENT to withhold delivery of a list of stockholders as
requested, the TRANSFER AGENT agrees to follow the orders of Standard. Standard
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
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No/100 dollars ($15.OO) for each stock certificate issued, except original
issues of stock or warrant certificates, which fees shall be paid by Standard.
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] Standard 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.
9 [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 Standard 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 Standard at the time the written termination notice is
served.
I0. [COMPANY STATUS] Standard 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] Standard 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 Standard'S expense in
following Standard'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 STANDARD:
E. Del Thachuk, President
STANDARD CAPITAL CORPORATION
800 - 00000 00xx Xxx., Xxxxx 000
Xxxxx Xxxx, X.X., X0X 0X0
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
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.
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NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY /S/"XXXXXX XXXXXXXXXX"
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XXXXXX XXXXXXXXXX, VICE PRESIDENT
STANDARD CAPITAL CORPORATION
(Company)
BY /S/ "E. DEL THACHUK"
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E. DEL THACHUK
PRESIDENT
