EXHIBIT 10.1
STOCK TRANSFER AGENT AND REGISTRAR AGREEMENT
THIS AGREEMENT is made and entered into on July 15, 2004
BETWEEN:
EMPIRE STOCK TRANSFER INC., a body corporate duly incorporated under the
laws of the State of Nevada and having an office situated at 0000 Xxxx Xxxx
Xxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 (the "Transfer Agent")
AND:
XXXXXX VENTURES INC., a body corporate duly incorporated under the laws of
the State of Nevada and having an office situated at 3rd Floor, 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 (the "Company")
In consideration of the mutual premises, covenants and agreements contained
herein, the parties agree as follows:
1. The Company hereby appoints Transfer Agent as the sole Transfer Agent and
Registrar for the Company's capital stock.
2. The Company warrants and represents to the Transfer Agent that the Company
has full power and absolute capacity to enter into this Agreement and that
the terms of this Agreement have been authorized by all necessary corporate
acts and deeds in order to give effect to the terms hereof, including the
execution of this Agreement by the authorized signatory indicated below.
3. The Company agrees to provide the Transfer Agent with a current, accurate
and complete shareholder list, inclusive of shareholder names, addresses,
applicable social security numbers, number of shares, dates of issue and
the certificate numbers by which these shares are represented. The Company
also covenants to notify the Transfer Agent of material changes in its
affairs that may affect the Transfer Agent's provision of services
hereunder including, without limitation, a change in directors, officers,
management and/or affiliates of the Company; alteration of the Company's
capitalization by way of split or reverse split; a change of Company name;
or a change of Company address. The Company agrees to indemnify and hold
harmless the Transfer Agent for any errors or omissions made on the part of
the Company or its previous transfer agent with respect to information
provided, or a failure to provide information, to the Transfer Agent.
4. The Transfer Agent agrees to maintain the Company's shareholder records in
accordance with accepted standards and agrees to process and register the
Company's transfers. The Transfer Agent agrees to make available these
records in the form of a shareholder list upon written request by an
authorized officer or agent of the Company.
5. The Company agrees to pay the transfer agent a fee of $500 to cover initial
costs. Other fees may include, without limitation, transfers borne by the
Company, shareholder lists, mailing labels, distributions and proxy
tabulation. In addition, the Company agrees to pay all expenses incurred by
the result of a lawsuit or government investigation including all legal and
professional fees, travel expenses, copying of documents, and postage or
courier fees.
6. The Transfer Agent shall not be under any obligation to prosecute or defend
any action or suit in respect of the Company unless the Company shall, so
often as required, furnish the Transfer Agent with satisfactory indemnity
and funding against such expense or liability.
7. This agreement may be terminated upon the delivery of written notice by one
party to the other at least thirty (30) days prior to the effective date of
termination. Upon termination, the Company agrees to pay all outstanding
fees owed to the Transfer Agent. The Transfer Agent shall have the
authority to hold the books and records of the Company until it has
received such payment.
IN WITNESS WHEREOF the parties hereto have hereunto affixed their respective
hands and seals or corporate seals, as the case may be, both as of the day and
year first above written.
XXXXXX VENTURES INC. . . . . . . . . . . EMPIRE STOCK TRANSFER INC.
__/s/__"Sam_Hirji"______________________ __/s/__"Leah_Finke"___________________________
---------------------------------------- ----------------------------------------------
Xxx Xxxxx. . . . . . . . . . . . . . . . Signature
Chief Executive Officer, President and
Director . . . . . . . . . . . . . . . . President
Title. . . . . . . . . . . . . . . . . . Title
