Exhibit 10.14
REGISTRAR AND TRANSFER AGENT AGREEMENT
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THIS AGREEMENT is made the first day of January, Two Thousand and One
BETWEEN:
AMERINST INSURANCE GROUP, LTD., a company incorporated in and under the laws of
Bermuda and having its registered office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx,
Xxxxxxxx XX 00, Bermuda, (hereinafter called the "Company") of the first part;
XXXXXXXXXXX CORPORATE SERVICES LIMITED, a company incorporated in and under the
laws of Bermuda and having its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxx, (hereinafter called the "Registrar") of the second part.
WHEREAS:
(A) The Company has been incorporated with the principal object to carry on
business as an insurance company.
(B) The Company is desirous of being provided with the services of a registrar
and transfer agent and the Registrar is desirous of providing those
services.
NOW IT IS HEREBY AGREED as follows:-
1. The Company HEREBY APPOINTS the Registrar and the Registrar HEREBY AGREES
to act as registrar and transfer agent of the Company from the date hereof
upon the terms and conditions hereinafter appearing.
2. (1) The Registrar shall keep a register of the holders of shares of the
Company (the "Register") in accordance with the laws of the Bermuda
and the Bye-Laws of the Company and there shall be entered in such
Register:-
(a) the name and address of such Holder;
(b) the number of shares held by each such Holder and the distinctive
numbers of the certificate or certificates issued in respect
thereof;
(c) the date on which the name of each such Holder was entered in
respect of the shares standing in his name and where he became a
holder of shares by
virtue of an instrument of transfer a sufficient reference to
enable the name and address of the transferor to be identified;
and
(d) the date on which any transfer was registered and the name and
address of the transferee.
(2) The Registrar shall:-
(a) maintain the Register at its offices in Bermuda in such form and
in such manner as notified to the Company and shall permit no
alteration in the location of the Register without the written
consent of the Company;
(b) make the Register available for inspection as required by law or
by the Bye-Laws and supply copies of the Register or of any part
thereof within the period allowed by law charging therefore a fee
to be paid to and retained by the Registrar such fee not to
exceed the amount permitted by law (or by the Bye-Laws);
(c) supply to the Company such information or explanation as it may
require in relation to the Register and the conduct thereof and
all subsidiary documents and records;
(d) prepare and seal on behalf of the Company new certificates and
balance certificates and procure that certificates for shares in
the Company shall be issued or cancelled only in accordance with
the provisions of the Bye-Laws;
(e) maintain a record of dividend mandates (if any) and other
instructions regarding shares of the Company;
(f) take or procure that there are taken reasonable and proper
precautions for the safe custody of the Register, of share
certificates (blank or otherwise) of the Company pending issue,
of share certificates tendered for exchange, replacement,
conversion, redemption or transfer by the holders thereof, of
share transfer forms tendered to the Registrar and of all other
documents held by it in performance of its duties hereunder;
(g) accept and keep (for not less than six years) certificates
tendered for replacement or transfer by the holders thereof in
accordance with the Bye-Laws and the requirements of the laws of
the Bermuda;
(h) deal with requests for the issue, transfer, redemption and/or
purchase of shares in the Company in accordance with the
provisions of this Agreement and the Bye-Laws;
(i) carry out the issue and redemption of shares as approved by the
Board from time to time in accordance with the instructions of
the Company, the Bye-Laws and the requirements of the laws of the
Bermuda;
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(j) carry out the registration of transfers of shares in accordance
with the Bye-Laws;
(k) provide such facilities as may from time to time be necessary
with respect to the replacement or transfer of shares of the
Company;
(l) on behalf of the Company deal with the reply to all
correspondence and other communications addressed to the Company
in relation to the replacement or transfer of shares of the
Company or otherwise;
(m) receive, record and deal as may be appropriate with probates,
letters of administration, powers of attorney, dividend mandates,
distringas notices, vesting orders, certificates of marriage or
death, notices of change of name and other documents affecting
the title to shares or any dividends payable thereon or affecting
the Register in accordance with the provisions of the Bye-Laws;
(n) dispatch to shareholders of the Company and to the Auditors of
the Company such certificates, cheques, notices, proxies,
reports, financial statements and other written material as may
be requested from time to time by the Company or as may be
required by the Bye-Laws or the laws of the Bermuda;
(o) distribute to the holders of shares of the Company all dividends
or other distributions which may from time to time be declared
and paid by it on such shares;
(p) deal with and answer all correspondence from or on behalf of the
Shareholders relating to the functions of the Registrar under
this Agreement; and
(q) generally perform all the duties usually performed by registrars
of companies including the keeping and making of all statutory
returns and records required to be kept and made and the payment
of all stamp and other duties, charges and fees required to be
paid under regulations in the Bermuda for the time being in
force.
(3) The Registrar shall be deemed to have received proper instructions or
authorisation from the Company upon receipt of written, cabled,
telexed or telecopied instructions signed by such one or more persons
as the Directors of the Company shall from time to time authorise to
give such instructions. A certified copy of the resolution of the
Board of Directors shall be conclusive evidence of the authority of
any such person to act until the Registrar is in receipt of written
notice to the contrary.
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3. The Registrar may:-
(a) at its own expense employ servants or agents in performance of its
duties and the exercise of its rights hereunder;
(b) use the name of the Company and sign any necessary letters or other
documents for and on behalf of the Company as registrar of the Company
in the performance of its duties hereunder;
(c) act as registrar or transfer agent for any other company, corporation
or body of persons on such terms as may be arranged with such company,
corporation or body of persons and shall not be deemed to be affected
with notice of or to be under any duty to disclose to the Company any
fact or thing which may come to the knowledge of the Registrar of any
servant or agent of the Registrar in the course of so doing or in any
manner whatever otherwise than in the course of carrying out the
duties of Registrar hereunder; and
(d) acquire, hold or deal with for its own account or for the account of
any customer or other person and in its own name or in the name of
such customer or person or of a nominee any shares or securities for
the time being issued by the Company or any investment in which the
Company is authorised to invest, and shall not be required to account
to the Company for any profit arising therefrom.
4. In the performance of its duties hereunder the Registrar shall at all times
be subject to the control of and review by the Directors of the Company and
shall in all respects observe and comply with the Bye-Laws and shall comply
with and conform to all reasonable proper orders, directions and
regulations of the Directors and shall well and faithfully serve the
Company and use all reasonable endeavours to promote the interest thereof.
5. In consideration for the services rendered by the Registrar hereunder the
Registrar shall be entitled to receive by way of remuneration such fees as
may from time to time be agreed between the parties in writing. Such fees
will be invoiced on a monthly basis, in arrears, and are exclusive of any
disbursements which will be charged separately. All amounts invoiced will
be due for payment within thirty days of issue, failing which the Registrar
shall be entitled to charge and/or set-off, against any account of the
company, the amounts owing to the Registrar under this agreement.
6. This Agreement shall continue in force unless and until terminated by the
Company giving to the Registrar or the Registrar giving to the Company not
less than 90 days' written notice (or such shorter notice as the parties
may agree to accept) PROVIDED THAT this Agreement may be terminated
forthwith by notice in writing expiring at any time by any party if any
other party:-
(a) shall commit any breach of its obligations under this Agreement and
fail to make good such breach within thirty days of receipt of notice
from the other party requiring it so to do;
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(b) shall go into liquidation (except a voluntary liquidation for the
purpose of reconstruction or amalgamation upon terms previously
approved in writing by the other party) or if a receiver is appointed
over any assets of any party or if a party experiences a financial
default of any kind.
7. In the event termination of this agreement occurs at the behest of the
Registrar or the Company, the Registrar shall have the option to
automatically terminate the provision of all other services provided to the
Company, and agreements pertaining thereto, by the Registrar or any of the
Registrar's associated entities.
8. (1) The Registrar hereby agrees to use its best efforts and judgment and
due care in exercising its duties and the authority granted to it
hereunder PROVIDED THAT it shall not, in the absence of fraud,
dishonesty, wilful negligence or wilful default on its part, be liable
for any loss or damage which the Company may sustain or suffer as a
result or in the course of the discharge by the Registrar of its
duties hereunder.
(2) The Company agrees to indemnify the Registrar from and against any and
all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursement of any kind or
nature whatsoever (other than those resulting from fraud, dishonesty,
wilful negligence or wilful default on its part, in performing its
obligations or duties hereunder) which may be imposed on, incurred by
or asserted by third parties against the Registrar in performing its
obligations or duties hereunder. The Company shall indemnify the
Registrar and Transfer Agent from claims arising from research and
legal costs for handling court orders, subpoenas, warrants etc.
involving the Register.
(3) The Registrar shall not be required to take any legal action unless
fully indemnified to its reasonable satisfaction for all costs and
liabilities likely to be incurred or suffered by the Registrar if the
Company requires the Registrar in any capacity to take any action
which in the opinion of the Registrar might make the Registrar as
agent liable for the payment of money or liable in any other way, the
Registrar shall be and be kept indemnified by the Company in any
reasonable amount and form satisfactory to it as a prerequisite to
taking such action.
9. Upon the expiration of this Agreement the Registrar shall hand over to the
Company or as it may direct copies of all books of account, correspondence
and records relating to the affairs of the Company which are in its
possession as registrar.
10. None of the parties hereto shall unless compelled so to do by any court of
competent jurisdiction either before or after the termination of this
Agreement disclose to any person (other than a Director, Officer, Auditor
or Accountant of the party) not authorised by the relevant party to receive
the same any information relating to such party or to the affairs of such
party of which the party disclosing the same shall have become possessed
during the period of this Agreement and each party shall use its best
endeavours to prevent any such disclosure as aforesaid.
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11. NOTICES
(a) Any notice desired or required to be given by one party to the other
in accordance with the provisions of this Agreement may be given in
any of the following manners:-
(i) by telex or other similar form of telecommunications sent by one
party to the other at its address from time to time notified for
the receipt of such communications, in which event such notice
shall be deemed to have been received at the time of receipt as
recorded by such method of communication. A copy of every such
notice shall be sent in writing by pre-paid airmail registered
post to the party to whom it is addressed at the address
referred to below but the receipt of such copy shall not be a
condition to due notice having been given;
(ii) in writing sent by pre-paid airmail post to the other at the
address mentioned below, in which event such notice shall be
deemed to have been delivered five days after the date of
posting;
(iii) in writing by personal delivery at the address of the party to
whom it is addressed as set out below.
(b) Each party shall from time to time notify the other of its addresses
for the receipt of telex or other forms of telecommunications and for
notices in writing.
(c) Until the Company shall notify the other to the contrary in writing,
the addresses of the Company shall be as follows:-
(i) for communications by telephone -
000-000-0000
(ii) for communications by facsimile -
000-000-0000
(iii) for communications in writing -
AmerInst Insurance Group, Ltd
Xxx Xxxxxx Xxxxxxxx, 00 Xxx-xx-Xxxxx Xxxx
P.O. Box HM 1838
Xxxxxxxx, XX HX, Bermuda
(d) Until the Registrar shall notify the Company to the contrary in
writing, the addresses of the Registrar and Transfer Agent shall be as
follows:
(i) for communications by telephone -
441-299-3882
(ii) for communications by facsimile -
000-000-0000
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(iii) for communications in writing -
X.X. Xxx XX 000
Xxxxxxxx XX XX
Xxxxxxx
00. (1) No provision of this Agreement may be changed, waived, discharged or
discounted, except in writing signed by the parties hereto.
(2) Unless there is something in the subject of context inconsistent
herewith, the words and expressions defined in the Bye-Laws of the
Company shall have the same meaning herein PROVIDED that no alteration
or amendment of the said Bye-Laws shall be effective for the purpose
of this Agreement unless the parties hereto have assented thereto.
References herein to Clauses are to Clauses of this Agreement.
(3) Neither the benefit nor the burden of this Agreement shall be assigned
by any party save with the consent of the other parties.
(4) This Agreement shall be governed by and construed in accordance with
the laws of Bermuda.
(5) This Agreement may be executed in one or more counterparts all of
which taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be signed
the day and year first above written.
SIGNED by ....................... ) /s/ Xxxxxxx Xxxxxxx
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for and on behalf of AMERINST ) Xxxxxxx Xxxxxxx
INSURANCE GROUP, LTD. ) /s/ Xxxxxx Xxxxxx
in the presence of: )
SIGNED by C. H. (Hal) Masters ) /s/ Xxx Xxxxxxx
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for and on behalf of XXXXXXXXXXX )
CORPORATE SERVICES )
LIMITED )
in the presence of: )
/s/ Roslm O'Brien
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