EXHIBIT 10.8
AGREEMENT
Agreement made May 4, 2006, between National Stock Transfer, Inc. a
Utah corporation, with offices at 1512 S 1100 East, Suite B, Salt Lake City,
Utah 84105 (hereinafter referred to as "NST") AND Edgetech International, Inc, a
Nevada corporation, with offices at 950 N. Federal Hwy., Suite 302, Pompano
Beach, FL 33062 (hereinafter referred to as "Issuer").
The parties hereto agree as follows:
GENERAL
1. Documents to be filed with appointment.
In connection with the appointment of NST as Transfer Agent and
Registrar of stock, there shall be filed with NST the following documents:
(a) A certified copy of the articles of incorporation of the
Issuer and all amendments thereto. (See paragraph 9)
(b) A certified copy of the by-laws of the Issuer. (See paragraph
9)
(c) A certified copy of the order or consent of each governmental
or regulatory authority, required by law to the issuance of
the stock, and an opinion of counsel that the order or consent
of no other governmental or regulatory authority is required.
(See Paragraph 9)
(d) A certified copy of a resolution of the Board of Directors of
the Issuer appointing NST as Transfer Agent and Registrar.
(See paragraph 9)
(e) A certificate of the Secretary of the Issuer as to the
authorized and outstanding stock, the address of the Issuer,
the names and specimen signatures of the officers of the
Issuer, the name and address of legal counsel for the Issuer
and the names and addresses of the other Transfer Agents and
Registrars of the Issuer, if any.
(f) Specimens of all forms of outstanding and new stock
certificates, in the forms approved by the Board of Directors
of the Issuer, with a certificate of the Secretary of the
Issuer as to such approval.
(g) A signature card bearing the signatures of the officers of the
Issuer who will sign stock certificates or sign written
instructions or requests.
(h) Opinion of counsel with respect to the validity of the stock
and the status of the same under the Securities Act of 1933,
and any other applicable Federal or State Act (i.e., if
subject to registration, that it has been registered and that
the registration statement has become effective or, if exempt,
the specific grounds therefore.)
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2. Limit of Authority
Unless otherwise expressly limited by the resolution of appointment or
be subsequent corporate action, the appointment of NST as Transfer Agent and
Registrar will be construed to cover the full amount of authorized stock of the
class for which NST is appointed as the same shall from time to time be
constituted, and Any subsequent increases in such authorized amount.
In case of such increase the Issuer shall file with NST:
(a) A certified copy of the amendment to the articles of
incorporation of the Issuer authorizing the increase of stock.
(See paragraph 9)
(b) A certified copy of the order or consent of each governmental
or regulatory authority, required by law to the issuance of
the increased stock, and an opinion of counsel that the order
or consent of no other governmental or regulatory authority is
required. (See paragraph 9)
(c) If the appointment of NST was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Issuer increasing the authority of NST. (See paragraph 9)
(d) Opinion of counsel with respect to the validity of the
increased stock and the status of the same under the
Securities Act of 1933, and any other applicable Federal or
State Act (i.e., if subject to registration, that it has been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefore.)
3. Recapitalization or Readjustment
In case of any recapitalization or readjustment, requiring a change in
the form of the stock certificates, NST will issue or register certificates in
the new form in exchange for, or in transfer of, outstanding certificates on the
old form, upon receiving:
(a) Written instructions from an officer of the issuer.
(b) A certified copy of the amendment to the articles of
incorporation or other document effecting the change. (See
paragraph 9)
(c) A certified copy of the order or consent of each governmental
or regulatory authority, required by law to the issuance of
the stock in the new form, and an opinion of counsel that the
order or consent of no other governmental or regulatory
authority is required. (See paragraph 9)
(d) Specimens of the new certificates in the form approved by the
Board of Directors of the Issuer, with a certificate of the
Secretary of the Issuer as to such approval
(e) Opinion of counsel with respect to the validity of the stock
in the new form and the status of the same under the
Securities Act of 1933, and any other applicable Federal or
State Act (i.e., if subject to registration, that it has been
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registered and that the registration statement has become
effective or, if exempt, the specific grounds therefore.)
4. Stock Certificates
The Issuer shall furnish NST with a sufficient supply of blank stock
certificates and from time to time will renew such supply upon request of NST.
Such blank stock certificates shall be properly signed by officers of the Issuer
authorized by law or by the by-laws to sign stock certificates, and, if
required, shall bear the corporate seal or facsimile thereof. ( LP : if
initialed, NST and the Issuer have entered into an agreement whereby NST shall
act as inventory controller and printer of the authorized stock certificates of
the Issuer, in which case, this paragraph 4 shall be waived by both parties
hereto.)
5. Death, Resignation or Removal of Signing Officer.
The Issuer shall file promptly with NST written notice of any change in
the officers authorized to sign stock certificates, written instructions or
requests, together with specimen signatures of each newly appointed authorized
officer. In case any officer of the Issuer who shall have properly signed blank
stock certificates shall die, resign or be removed prior to the issuance of such
certificates, NST as Transfer Agent and Registrar may issue and register such
stock certificates as the stock certificates of the Issuer notwithstanding such
death, resignation or removal; and the Issuer shall file promptly with NST such
approval, adoption or ratification as may be required by law.
6. Future Amendments of Charter and By-laws.
The Issuer shall file with NST certified copies of all amendments to
its articles of incorporation or by-laws made after the date of creation of the
agency. (See paragraph 9)
7. Instructions, Opinions of Counsel and Signatures.
At any time NST shall apply to an officer of the Issuer for
instructions, and may consult counsel for the Issuer or its own counsel, in
respect of any matters arising in connection with the agency, and it shall not
be liable for any action taken or omitted by it in good faith in accordance with
such instructions or with the advice or opinion of such counsel. NST shall be
protected in acting upon any paper or document believed by it to be genuine and
to have been signed by the proper person or persons and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the Issuer. It shall also be protected in recognizing stock
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Issuer and the proper counter-signature of a
Transfer Agent or Registrar, or if a Co-Transfer Agent or Co-Registrar.
8. Papers subject to Approval of NST Counsel
The acceptance of NST of its appointment as Agent and all documents
filed in connection with such appointment and thereafter in connection with the
agency, shall be subject to the approval of counsel for NST.
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9. Certification of Documents
The copy of the articles of incorporation o the Issuer and copies of
all amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of incorporation, and if such articles of
incorporation and amendments are required by law to be filed also with a county
or other officer or official body, a certificate of such filing shall appear on
the certified copy 2submitted to NST. A copy of the order or consent of each
governmental or regulatory authority required by law to the issuance of the
stock shall be certified by the Secretary or Clerk (or other appropriate
official) of such governmental or regulatory authority, under the seal of such
authority. The copy of the by-laws and copies of all amendments thereto, and
copies of certified resolutions of the Board of Directors of the Issuer, shall
be certified by the Secretary or an Assistant Secretary (or other proper
officer) of the Issuer under the corporate seal.
10. Responsibility.
The Issuer assumes full responsibility and will indemnify NST and save
it harmless from and against any and all actions or suits, whether groundless or
otherwise, and from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of the agency
relationship, where NST has acted in good faith and with due diligence and
without negligence. NST shall not be under any obligation to prosecute any
action or suit in respect of the agency relationship, which, in its sole
judgment, may involve it in expense or liability. In any action or suit the
Issuer shall, as often as requested, furnish NST with satisfactory indemnity
against any expense or liability growing out of such action or suit by or
against NST in its agency capacity.
11. Records.
NST will maintain appropriate records in connection with its agency.
12. Disposition of Books, Records, and Canceled Certificates.
NST will send periodically to the Issuer, all books, documents and all
records no longer deemed needed for current purposes, or required by law and,
when acting as Transfer Agent, stock certificates which have been canceled in
transfer or exchange, such books, documents, records and stock certificates upon
retention of such records to comply with all record keeping requirements set
forth by Federal or State laws, to be safely stored for future reference.
13. Resignation or Removal.
NST may resign as Agent at any time by giving written notice of such
resignation to the Issuer, at its last known address, and thereupon its duties
as Agent shall cease. NST may be removed as Agent at any time by resolution of
the Board of Directors of the Issuer. Upon resignation or removal, NST may, to
the extent permitted by law, deliver to its successor or to the Issuer its
records as agent upon payment of fees established in paragraph 25.
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14. Original Issue of Stock.
NST will make original issues of stock upon the written request of an
officer of the Issuer and upon being furnished with a certified copy of a
resolution of the Board of Directors authorizing such original issue, an opinion
of counsel as outlined in paragraph 1(c) and (h), supra and necessary funds for
the payment of any applicable tax. If the stock is listed on a stock exchange,
the requirements of such exchange must be met.
15. Transfer of Stock.
Shares of stock will be transferred and new certificates issued in
transfer upon the surrender of the old certificates in form deemed by NST
properly endorsed for transfer, accompanied by such documents as NST may deem
necessary to evidence the authority of the person making the transfer, and
bearing satisfactory evidence of the payment of stock transfer taxes. In the
case of small estates, where no administration is contemplated, NST will, under
a surety company bond of indemnity acceptable to it and its counsel, and,
without further approval of the Issuer, transfer shares of stock registered in
the name of a decedent where the current market value of the stock being
transferred does not exceed $3,500. NST reserves the right to refuse to transfer
shares until it is satisfied that the endorsement on the certificate is valid
and genuine, and for that purpose it may require a guaranty of signature by a
member firm of an acceptable Stock Exchange or by a bank or trust company
acceptable to NST. NST also reserves the right to refuse to transfer shares
until it is satisfied that the requested transfer is legally authorized, and it
shall incur no liability for the refusal in good faith to make transfers which
it, it its judgment, deems improper or unauthorized. NST may, in effecting
transfers, rely upon Simplification Acts or the Uniform Commercial Code, which
in the opinion of counsel protect it, and the Issuer in not requiring complete
documentation.
16. Delivery of Stock Certificates by Mail.
When mail is used for delivery of stock certificates NST will forward
stock certificates in "non-negotiable" form by first class mail and stock
certificates in "negotiable" form by registered mail, all such mail deliveries
to be covered while in transit by insurance arranged for by NST, as Agent.
17. Replacement of Stock Certificates.
NST may issue new certificates in place of certificates represented to
have been lost, stolen, seized or destroyed upon receiving instructions from the
Issuer and indemnity satisfactory to NST and the Issuer, and may issue a new
certificate in exchange for, and upon surrender of, an identifiable mutilated
certificate. Such instructions from the Issuer shall be in such form as has been
approved by the Board of Directors of the Issuer and shall be in accordance with
the provisions of law or of the by-laws of the Issuer in governing such matters.
18. Unclaimed and Undelivered Stock Certificates.
Where a stock certificate, for any reason, is in the possession of NST
and has not been claimed by the registered holder or cannot be delivered to the
registered holder, through usual channels, NST shall, after the expiration of
three years from the date said certificate was issued, return said certificate
to Issuer to be held by the Issuer for the registered holder or transferred in
accordance with applicable laws.
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19. Scrip Certificates.
NST will issue, transfer and split up scrip certificates and will issue
a certificate representing a full share of stock upon the surrender of scrip
certificates representing one full share, after having received written
instructions from an officer of the Issuer and such other documents as NST may
deem necessary.
20. Subscription Warrants, Stock Dividends, Exchanges, Split Ups and
Conversions.
NST will issue and mail subscription warrants, certificates
representing stock dividends, exchanges or split ups, or act as Conversion Agent
upon receiving written instructions from an officer of the Issuer and such other
documents as NST may deem necessary.
21. Stockholder Lists.
NST will supply a stockholders list to the Issuer for its annual
meeting or for any other purpose upon receiving written instructions from an
officer of the Issuer.
22. Communications to Stockholders.
Upon the written instructions of an officer of the Issuer, NST will
address and mail appropriate corporate communications to stockholders.
23. Inspection of Stock Books.
In case of any request or demand for the inspection of the stock books
of the Issuer, NST will endeavor to notify the Issuer and to secure instructions
as to permitting or refusing such inspections. NST reserves the right, however,
to exhibit the stock books to any person in case it is advised by its counsel
that it may be held liable for the failure to exhibit the stock books to such
person.
24. Registration or Original Issue of Stock Certificates, Registration in
Transfer, Replacement of Stock Certificates, and Scrip Certificates.
NST will register original issues of stock upon transfer by it;
certificates of stock will be registered upon transfer of certificates
theretofore issued for a like amount of stock; NST may register new certificates
in place of certificates represented to be lost, stolen, seized or destroyed
upon transfer, and may register a new certificate upon the surrender and
cancellation of an identifiable mutilated certificate upon transfer; NST will
register a certificate representing a full share of stock upon the surrender of
scrip certificates representing one full share, after having been transferred.
25. Billing
The Company agrees to pay all amounts due to Agent under this contract
within 30 days of billing. Company specifically agrees that Agent may, at its
option, refuse to make any transfers of Company's securities until past due
accounts have been paid.
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26. Fees and Closing Costs
It is understood and agreed by the parties that NST's set-up fee of
$5.00 per shareholder are being deferred until such time as NST or Issuer
terminates their agreement. Upon termination of this agreement, NST shall
deliver to Issuer the books and records and such reports as shall be requested
by Issuer upon payment of NST's closing costs of $1,500.00 plus $5.00 per each
shareholder. Closing payment is to be made by certified check, money order, wire
transfer or other certified funds. These fees may be adjusted to reflect the
current rate at any time.
27. Lost Securityholders
It is understood and agreed by the parties that NST will utilize search
firms to conduct searches for lost securityholders as required by Rule 17Ad-17
(effective date December 8, 1997). The cost of conducting these searches, as
required, will be paid by the issuer.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date
herein above set forth.
TRANSFER AGENT and REGISTRAR
/s/Roger Greer
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National Stock Transfer, Inc.
ISSUER Edgetech International, Inc
By: /s/ Lev Parnas
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Its: Lev Parnas, President
WITNESS:
/s/ Christina Bolbirer
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