AGREEMENT FOR ILLINOIS STOCK TRANSFER COMPANY SERVICES
I. THIS AGREEMENT made this 31st day of March, 2008 by and between the
Illinois Stock Transfer Company (hereinafter "ISTC") and Foxby Corp.
(hereinafter "the Client"). See accompanying Rider "A" hereto made part of
this contract.
II. THIS AGREEMENT confirms that ISTC and the Client agrees and understands
that ISTC will provide:
o All Transfer Agent Services for the agreed upon Annual Flat Fee /Per
Account Fee:
o Annual Administrative Fee of One Thousand Dollars ($1,000.00).
o Annual per Account Base Fee of One Thousand Dollars ($1,000.00)
per year.
o Annual Account Above the Minimum Base Fee of Six Dollars ($6.00).
o If incurred, requested, or required, all additional services
described in Appendix B, upon your verbal or written request, at
the listed fee for each such additional service therein
identified, a copy of which exhibits were previously sent to you
and are made a part hereof, for a period commencing from May 1,
2008 and extending each calendar year through December 31, 2010.
Thereafter this Agreement shall be deemed to continue from full
calendar year to full calendar year, unless shortened or extended
for a different period by a separate written agreement executed
by both ISTC and the client.
SEE ACCOMPANYING RIDER "B" HERETO MADE PART OF THIS CONTRACT.
III. THIS AGREEMENT confirms that Appendix A consists of the annual calendar
year services for:
o Annual Administration Fee
o Annual Flat Fee/Annual Per Accounts Fee, Page A-1
o Transfer Agent Services, Pages A-2 thru A-7
o Termination Fees, Additional Services, Terms and Conditions, Page A-11
(ISTC will waive, for the first year (365 days), the Termination Fee
as requested.) o "Optional Dial-Up Access" Page A-12 thru A-13
IV. THIS AGREEMENT confirms that Appendix B consists of the Laundry List
Schedule of Fees for any services above and beyond your contract services
or as to be quoted and is included as noted in the Pages B-1 through B-8 or
as to be quoted.
V. THIS AGREEMENT confirms also that services and fees are as listed in the
company outline, a copy of which exhibits were previously sent to you and
are made a part hereof.
VI. THIS AGREEMENT confirms that ISTC agrees that it shall perform all services
pursuant to this Agreement as required. This contract shall also be binding
including any name change(s) or ownership change(s) for the duration of its
tenure.
VII. THIS AGREEMENT confirms that the Client will pay ISTC in full for all
services and any other expenses incurred in acting for the Client in a
timely and current fashion as specified in Appendix A.
VIII. THIS AGREEMENT confirms that this contract shall set prices as shown in
Appendix A and Appendix B, unless otherwise noted in those respective
Appendixes for the duration of the contract. Any services, including
account maintenance, beyond the contract date are on a full calendar year
to full calendar year basis.
SEE ACCOMPANYING RIDER "C" HERETO MADE PART OF THIS CONTRACT.
IX. THIS AGREEMENT confirms adoption of all surety bonds covering lost, stolen
or destroyed stock certificates now or hereinafter in effect.
X. THIS AGREEMENT confirms that any future issues (classes of stock, such as
Preferred Shares, Reverse Split Shares, Warrants, Options, etc.) or account
maintenance (proxy voting issues, etc.) shall be included, as a part of
this agreement, as well as any additional shares issued or reduced in
accordance with the authorized or issued and outstanding positions.
XI. THIS AGREEMENT confirms that ISTC will be held harmless and be indemnified
for any monetary legal proceedings, damages, or charges, fees, etc. in
handling your record keeping and associate services when acting in
accordance with established Securities and Exchange Commission, Stock
Transfer Association, Internal Revenue Service or Illinois Stock Transfer
Company procedures as required and without negligence.
XII. THIS AGREEMENT confirms that any attorney or other legal fees incurred by
representing ISTC or the Client or any other acts will be the
responsibility of the Client alone.
XIII. THIS AGREEMENT confirms that ISTC further agrees that, except as may be
requested by the Client or required in order for ISTC to perform the
services to which it has agreed herein, that it shall not disclose to any
third party, any information about a stockholder or any information about
the Client, which is provided to it; and without limiting the generality of
the foregoing.
XIV. THIS AGREEMENT confirms that this contract may be shortened upon written
consent from ISTC and upon a written request from the Client and as
approved by ISTC. The balance of any calendar year annual fees will be paid
in full before the releasing of any records, correspondence, etc.
XV. THIS AGREEMENT confirms that ISTC also specifically agrees that it will not
prepare and offer for sale or lease any list of stockholders of the Client.
XVI. THIS AGREEMENT IN WITNESS WHEREOF has been duly executed as of the 31st day
of March, 2008.
ILLINOIS STOCK TRANSFER COMPANY FOXBY CORP.
By: /s/Xxxxxx X. Xxxxxxx By: /s/Xxxx X. Xxxxxxx
------------------------ ------------------------------
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
President & CEO Title:Vice President
------------------------------
WITNESS WITNESS
/s/Xxxxx Xxxx /s/Xxxxx Xxxxxxxxx
(Signature) (Signature)
Xxxxx Xxxx Xxxxx Xxxxxxxxx
(Name Printed) (Name Printed)
Dated March 31, 2008 Dated April 3, 2008
RIDER A:
WHEREAS, the Client wishes to retain ISTC to provide certain transfer agent
services with respect to the Client, and ISTC is willing to furnish such
services;
APPOINTMENT. The Client hereby appoints ISTC to provide transfer agent
services for the Client, subject to the supervision of the Board of Directors of
the Client (the "Board"), for the period and on the terms set forth in this
Agreement. ISTC accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in this Agreement.
REPRESENTATIONS AND WARRANTIES OF ISTC. ISTC represents and warrants to the
Client that:
(a) ISTC is a corporation duly organized and existing under the laws of the
State of Illinois;
(b) ISTC is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by ISTC to authorize ISTC to
enter into and perform this Agreement;
(c) ISTC has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against ISTC that would impair its ability to perform its duties and
obligations under this Agreement; and
(e) ISTC's entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation of ISTC or any
law or regulation applicable to ISTC.
REPRESENTATIONS AND WARRANTIES OF THE CLIENT.
The Client represents and warrants to ISTC that:
(a) the Client is a corporation duly organized and existing under the laws
of the State of Maryland;
(b) the Client is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and the
Client has taken all requisite proceedings to authorize the Client to enter into
and perform this Agreement;
(c) no legal or administrative proceedings have been instituted or
threatened against the Client that would impair its ability to perform its
duties and obligations under this Agreement; and
(d) the Client's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of the
Client or any law or regulation applicable to it.
RIDER B:
SERVICES PROVIDED BY ISTC.
(a) ISTC will provide the services described herein and in the Appendices
subject to the control, direction and supervision of the Board and in compliance
with the objectives, policies and limitations set forth in the Client's Articles
of Incorporation, By-Laws, applicable laws and regulations, including state
escheatment laws which ISTC agrees to comply with on behalf of the Client and
shall hold harmless should it fail to perform as represented herein; and all
resolutions and policies implemented by the Board.
(b) The Client may request additional services, additional processing or
special reports. Such requests may be provided by ISTC at additional charges.
Additional services will be charged at ISTC's standard rates.
RIDER C:
PROPRIETARY AND CONFIDENTIAL INFORMATION.
ISTC agrees on behalf of itself and its employees to treat confidentially
and as proprietary information of the Client, all records and other information
relative to the Client's prior, present or potential shareholders, and to not
use such records and information for any purpose other than performance of
ISTC's responsibilities and duties hereunder. ISTC may seek a waiver of such
confidentiality provisions by furnishing reasonable prior notice to the Client
and obtaining approval in writing from the Client, which approval shall not be
unreasonably withheld and may not be withheld where the service agent may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities. Waivers
of confidentiality are automatically effective without further action by ISTC
with respect to Internal Revenue Service levies, subpoenas and similar actions,
or with respect to any request by the Client.
DUTIES, RESPONSIBILITIES AND LIMITATIONS OF LIABILITY.
(a) In the performance of its duties hereunder, ISTC shall be obligated to
exercise due care and diligence, and to act in good faith in performing the
services provided for under this Agreement. In performing its services
hereunder, ISTC shall be entitled to rely on any oral or written instructions,
advice, notices or other communications, information, records and documents
(collectively, "Client Information") from the Client, its officers, investors,
agents, legal counsel, auditor and other service providers (excluding in each
case, ISTC and its affiliates) (the Client, collectively with such persons other
than ISTC and its affiliates, "Client Representatives") which ISTC reasonably
believes to be genuine, valid and authorized. ISTC also shall be entitled to
consult with and rely on the advice and opinions of the Client's auditor and of
outside legal counsel retained by the Client, as may be reasonably necessary or
appropriate in ISTC's sole judgment, as well as all other Client
Representatives, in each case at the expense of the Client.
TERMINATION.
ISTC agrees upon termination of this Agreement:
(a) to deliver to the successor transfer agent, the Client's records
together with such record layouts and additional information as may be necessary
to enable the successor transfer agent to utilize the information therein;
(b) to cooperate with the successor transfer agent in the
interpretation of the Client's records;
(c) to forward all shareholder calls, mail and correspondence to the
new transfer agent upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible
for the successor transfer agent and the Client.
NOTICES. Any notice required or permitted hereunder shall be in writing and
shall be deemed to have been given when delivered in person or by certified
mail, return receipt requested, to the parties at the following address (or such
other address as a party may specify by notice to the other):
(a) If to the Client, to:
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
(b) If to ISTC, to:
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: President
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
ASSIGNABILITY. This Agreement may not be assigned or otherwise transferred by
either party hereto, without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided, however, that ISTC may, in
its sole discretion and upon notice to the Client, assign all its right, title
and interest in this Agreement to an affiliate, parent or subsidiary, or to the
purchaser of substantially all of its business. ISTC may, in its sole
discretion, engage subcontractors to perform any of the obligations contained in
this Agreement to be performed by ISTC provided that ISTC shall remain
responsible to the Client for the actions and omissions of such subcontractors
as if ISTC had provided such services to the Client.
WAIVER. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
FORCE MAJEURE. ISTC shall not be responsible or liable for any failure or delay
in performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its control, including without
limitation, acts of God, earthquake, fires, floods, wars, acts of civil or
military authorities, governmental actions, nonperformance by a third party or
any similar cause beyond the reasonable control of ISTC, failures or
fluctuations in telecommunications or other equipment.
USE OF NAME. The Client and ISTC agree not to use the other's name nor the names
of such other's affiliates, designees, or assignees in any prospectus, sales
literature, or other printed material written in a manner not previously,
expressly approved in writing by the other or such other's affiliates,
designees, or assignees except where required by the SEC or any state agency
responsible for securities regulation.
AMENDMENTS. This Agreement may be modified or amended from time to time by
mutual written agreement between the parties. No provision of this Agreement may
be changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought.
SEVERABILITY. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law to any person or circumstance, such provision shall be
ineffective only to the extent of such prohibition or invalidity. In the event
that any one or more of the provisions contained in this Agreement or any
application thereof shall be invalid, illegal or unenforceable in any respect,
the validity, legality or enforceability of the remaining provisions of this
Agreement and any other application thereof shall not in any way be affected or
impaired thereby.
