Exhibit 10.1 Transfer Agent & Registrar Agreement
EMPIRE
STOCK TRANSFER
TRANSFER AGENT AND REGISTRAR AGREEMENT
THIS AGREEMENT is made and entered into on October , 2006.
BETWEEN: Empire Stock Transfer Inc., a body corporate duly incorporated under the laws of the State of Nevada and having an office situated at 2470 St Rose Parkway, Suite 304, Henderson, NV 89075 (the “Transfer Agent”)
AND: PATTERSON BROOKE RESOURCES INC.
Name of the Company
Nevada
State of Incorporation
2398 Haines Road, Unit # 5, Mississauga, Ontario, Canada, L4Y 1Y6
Address of 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, date 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 my affect the Transfer Agent’s provision of services hereunder including, without limitation, a change in directors, officers, management and/or affiliates of the Company; alternation of the Company’s capitalization by way of forward 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 record in accordance with accepted standards and agrees to process and register the Company’s transfers. The |
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Transfer Agent agrees to make available these records in the form of a shareholders list upon written request by an authorized officer or agent of the Company. Where there is a dispute between the Company and a third party regarding the issuance or cancellation of any securities in the Company’s capital stock, the Transfer Agent shall have the right to require the Company to provide the Transfer Agent with a legal opinion or Court order with respect to the securities in issue prior to acting upon any instructions
5. | The Company agrees to pay the transfer agent an initial fee of $1,000, which includes a $500 file setup fee and first year’s annual maintenance fee, as well as a $500 credit for future use toward Company transfers. Thereafter, the Company agrees to pay the transfer agent an annual fee of $500 in compensation for the time and expense necessary to maintain the books and records of the Company as well as answering any inquiries from shareholders, brokers and clearing agents that may arise from performing this duty. This annual fee will be due on the first day of the month as inserted in this agreement and is subject to annual review. 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. The Company agrees that it shall compensate the Transfer Agent at a rate of $50 per hour in circumstances where the Transfer Agent is required to expend its employees’ time in order to comply with regulatory body or court orders regarding the Company’s securities or where an employee is required to attend court as a witness in respect of any matters relating to the Company’s securities. |
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 expenses or liabilities. |
7. | This agreement may be terminated upon the delivery of written notice by one party to the other at least fourteen (14) 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 written above.
PATTERSON BROOKE RESOURCES INC. EMPIRE STOCK TRANSFER INC.
Name of Company
B.GORDON BROOKE PATRICK MOKROS
Signature Signature
Chief Executive Officer President
Title Title
EMPIRE STOCK TRANSFER INC. TRANSFER AGENT AND REGISTRAR AGREEMENT
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