EXHIBIT 10.20
[TransferOnline, Inc. Logo]
Transfer Agent & Registrar
Agreement
Schedule of Fees & Services
"Assuming that BioQuest's 1,000,000 share, all-or-nothing, self-underwritten,
Dutch Auction offering is achieved then Transfer Online, Inc. will act as
Transfer Agent for BioQuest International, Inc."
Requirements once appointed as Transfer Agent
In the event of any change in capital structure involving an increase or
decrease in the number of shares which is authorized to issue transfer or
register, including shares issued as stock dividend or any change in the classes
of stock, there shall be filed:
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Documents
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* All amendments to its Articles of Incorporation or By- Laws made after the
date of this agency
* Authorizing resolution of the Board of Directors and shareholders (if
required) of the Corporation
* An Opinion of Counsel as to the validity of the re-capitalization
If any officer of the Corporation who has signed blank certificates or whose
facsimile signature appears on certificates ceases to be an officer prior to the
issuance of certificates, Transfer Online may issue or register certificates if
to do so does not conflict with the laws of the state of incorporation of the
Corporation
In case of death, resignation, removal, or addition of Signing Officer a new
Authority certificate should be filed immediately along with.
The copy of the Articles of Incorporation of the Corporation and all amendments
shall be certified by the Secretary of State of the state of incorporation.
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[TransferOnline Logo] may at any time apply for instructions from an officer of
the Corporation, and may seek advise or opinion from legal counsel for the
Corporation or its own legal counsel, at the expense of the Corporation, with
respect to any matter relating to the agency. Transfer Online shall not be
liable and shall be indemnified and held harmless by the Corporation for any
action taken or not taken or taken or suffered by it in good faith in accordance
with such instructions or the opinion of either of such counsel. Transfer Online
shall be protected and held harmless by the Corporation in acting upon or
recognizing any paper or document believed by it to be genuine and believed by
it to bear signatures by the person or persons by whom it purports to be signed
if that person is authorized. In the event that an officer no longer has
authority sign on behalf of the corporation and Transfer Online has not been
notified in writing of such change, Transfer Online will not be liable for
acting upon their instructions.
[TransferOnline Logo] may as Transfer Agent may rely upon the Uniform Commercial
Code, or any other statutes which in the opinion of counsel protect Transfer
Online and this Corporation in not requiring complete documentation, in
registering transfer without inquiry, or in refusing registration where in its
judgment an adverse claim requires such refusal.
[TransferOnline Logo] may retain all records that it deems proper or necessary
in connection with its agency during and upon termination of the agency.
Transfer Online will provide copies of any retained records to the corporation
upon written request and payment of any necessary fees.
[TransferOnline Logo] may resign at any time by giving 30 days written notice of
resignation to the Corporation at its last known address. Thereupon, its duties
as Transfer Agent and Registrar shall cease. Transfer Online may be removed at
any time by resolution of the Board of Directors of the Corporation, such
removal to become effective upon thirty days written notice, receipt of a
certified copy of such resolution and upon payment of any amount due in
connection with the agency.
[TransferOnline Logo] shall be entitled to reasonable compensation for all
services rendered or expenses incurred by itself or any of its agents in
connection with any agency.
[TransferOnline Logo] will make original issue of shares of stock upon the
written instructions of any officer of the corporation whose name and specimen
signature appears on the Certificate of Authority filed. Transfer Online shall
be furnished with a certificate of the Treasurer or other proper officer of the
Corporation stating that it has received full consideration for the shares which
are to be issued and a copy of the resolutions authorizing the original issuance
of the shares of stock and authorizing such action.
[TransferOnline Logo] will transfer and register a new certificate upon
surrender of old certificates when properly endorsed for transfer or,
uncertificated shares issued upon submission of an Internal Transfer Instruction
with all necessary endorsers' signature guaranteed in such manner and form as
may require.
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[TransferOnline Logo] may issue new certificates in place of certificates if
lost, destroyed or stolen and upon surrender of mutilated certificates upon
receiving instructions from the Corporation (if necessary) and satisfactory
indemnification. Instructions from the Corporation shall be in the form of a
certified copy of resolutions of the Board of Directors of the Corporation
(unless otherwise directed by such Board of Directors) and shall be in
accordance with the provisions of law and of the by-law's of the Corporation
governing such matter.
[TransferOnline Logo] as Transfer Agent, will issue and mail warrants for rights
to subscribe to stock and will accept subscriptions and issue certificates for
shares of stock upon receiving written instructions from the President or Vice
President and Secretary or Assistant Secretary of the Corporation, and upon
being supplied with such warrant together with a certified copy of the
resolutions authorizing the issuance of the warrants and authorizing such
action.
[TransferOnline Logo] may deliver to the Corporation certificates which have
been canceled in transfer, redeemed, converted, or exchanged, after the required
holding period, and thereafter be free of all responsibility.
[TransferOnline Logo] will furnish a stockholder's list to the Corporation for
its annual meeting upon receiving a written request signed by a duly authorized
officer of the Corporation. Transfer Online will also furnish lists at other
times as may be requested by the Corporation.
[TransferOnline Logo] will issue and mail certificates for shares of stock
representing a stock dividend or stock splits upon receiving written
instructions from the Corporation together with a certified copy of the
Resolutions authorizing the issuance of the stock and authorizing such action by
Transfer Online.
[TransferOnline Logo] will act as Dividend/Interest Disbursing Agent upon
receipt of a certified copy of the resolution of the Board of Directors
appointing Transfer Online as Dividend/Interest Disbursing Agent.
[TransferOnline Logo] will pay dividends upon receipt of instructions from the
Corporation and a certified copy of the resolution of the Board of Directors of
the corporation declaring the dividend, certified by the Secretary or Assistant
Secretary of the Corporation, and the deposit with of the necessary funds before
the dividend is to be mailed.
In the payment of dividend/interest, shall be deemed the Agent of the
Corporation and not a trustee for the stockholders. Transfer Online shall
continue to hold unpaid or undisbursed funds, unless instructed otherwise by the
Corporation.
upon receiving written instructions signed by a duly authorized officer of
the Corporation, and being furnished, on the record date, with proxies, will
address and mail said proxies to all shareholders as of a given record date.
Transfer Online shall also, if requested, examine, tabulate proxies and report
the result of tabulation to the Corporation. Transfer Online will, if requested
by the corporation, attend the shareholder meeting and act as judge of
elections.
[TransferOnline Logo] may deliver unissued certificates to a printer for
blocking out the name as Agent, and arrange for subsequent delivery to the
Corporation, or may shred such certificates upon written instructions from the
Corporation, and furnish an Authentication of Shredding if agency is terminated
In case of any demand for the inspection of the stock books or records of
the Corporation, Transfer Online will endeavor to notify the Corporation and to
secure instructions from it as to permitting or refusing the inspection.
Transfer Online reserves the right, however, to exhibit the stock books or
records whenever it is advised by its counsel that it may be held responsible
for failure to do so.
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Issuer shall furnish Transfer Online with a sufficient supply of stock
certificates and from time to time shall renew such supply upon request.
Unissued certificates shall be signed by the Corporate officers authorized to
sign certificates and shall bear the corporate seal, or shall bear, to the
extent permitted by law, the facsimile signature of each such officer and/or
corporate seal.
Issuer shall not prohibit the transfer or exchange of a certificate or
shares of stock, whether due to a provision in the Corporation's Articles of
Incorporation, by-law's, or to other reasons, unless such restriction or a
reference to it is clearly imprinted on the stock certificate; or unless
Transfer Online has received written instructions from the Corporation prior to
the transfer of the restricted stock certificate.
Issuer, in regard to the procedure to be followed by Transfer Online upon
presentation, for transfer or exchange, of a certificate for shares of stock
which is subject to restrictions, The Corporation indemnifies and holds harmless
against any expenses, losses, claims, damages, or liabilities to which may
become subject by of honoring the instructions of the Issuer.
Issuer shall notify Transfer Online of any and all amounts to be withheld
from holders subject to withholding under any law or government regulation. The
Corporation indemnifies and holds harmless against any expenses, losses, claims,
damages, or liabilities to which may become liable by virtue of the Corporations
failure to notify of any such withholdings.
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Anything herein to the contrary notwithstanding, Transfer Online shall in no
event have liability or any damage resulting from any action taken, omitted or
suffered by it in connection with any of the foregoing agencies, unless
resulting from its gross negligence or willful misconduct.
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DOCUMENTS TO BE FILED WITH APPOINTMENT
Signature Page (provided)
Indemnity Agreement (provided)
Certificate of officers (provided)
Corporate AUth for E-Mail (Provided)
Corporate information sheet (provided)
Certificate replacement (provided)
Billing option (provided)
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Copy of by-laws
Specimen Certificates
Copy of Articles of Incorporation
Copy of resolution by the Board of Directors appointing Transfer Online
Opinion of counsel including the following:
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* The issuer is validly organized and legally authorized to sell and issue
its securities
* Stock issued and outstanding prior to appointment has been properly and
validly issued and is (or not) fully paid and non assessable
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Signature Page
Agreement may be terminated by either party upon giving written notice thereof
to the other at its last address of record, but no termination shall effect the
obligation of the Company to pay for services rendered prior to the effective
date of such termination.
Transfer Online will surrender to the Company all records and documents of the
Company upon receipt of a corporate resolution terminating Transfer Online and
its agents, and upon payment of all fees owed.
Transfer Online's services shall be performed principally in the State of
Oregon, and this agreement shall be construed and enforced in accordance with
the laws of the State. This agreement shall be binding upon and inure to the
benefit of the parties, their transferees, successors, and assigns. In the event
any suit or action is brought to collect any sums due hereunder, or to enforce
any of the provisions of this agreement, the prevailing party shall be entitled
to collect such reasonable attorney fees and costs as may be awarded by the
court upon any trial or appeal there from.
IN WITNESS WHEREOF the parties have entered into this agreement this
Signature, Authority & Date
Name (print) Title Signature
Lori Livingston President/CEO
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Date
Name (Print) Title Signature
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Date
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INDEMNITY AGREEMENT
In CONSIDERATION of TRANSFER ONLINE, Inc., an Oregon Corporation, to act as
Transfer Agent for
________________________________________________________________(Issuer)
("Company"), Company assumes full responsibility and agrees to indemnify and
save harmless Transfer Online from and against all liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every kind, nature and
character, which Transfer Online may incur as a result of acting as Company's
Transfer Agent, or as a result of actions of any predecessor Transfer Agent.
The responsibility of the Company to indemnify, hold harmless and contribute as
herein provided is limited to acts, which were conducted by Transfer Online in
good faith and in the absence of gross negligence or willful misconduct.
Transfer Online may request company to post collateral which is sufficient in
the opinion of Transfer Online or its counsel to secure this indemnity
agreement. Transfer Online shall not be under any obligation to prosecute or to
defend any action or suit in relation to the Transfer Agent relationship between
Transfer Online and the Company which, in the opinion of Transfer Online or its
counsel may involve an expense or liability on behalf or against Transfer
Online, unless the Company shall, when such occasion arises, furnish Transfer
Online with satisfactory security for expense or liability.
Additionally, Company grants TRANSFER ONLINE, Inc. THE FOLLOWING rights and
remedies:
|X| Right of contribution to Transfer Online by Company for amounts paid to
third parties, based on an act or acts of Transfer Online as Transfer Agent
for the Company.
|X| Transfer Online may request opinion of counsel when Transfer Online
requires, relative to any matter which may arise in the performance of
Transfer Online's duties as Company's Transfer Agent, which opinion shall
be at the expense of the Company.
|X| A security interest in any books and records of Company which are in
possession of Transfer Online, and
|X| Right to obtain from Company any books, records, or memoranda which are
required by Transfer Online in defense of any claim which may arise in the
performance of Transfer Online's duties as Transfer Agent.
Dated this _________________ day of ___________________________, 20__________
Company Name _________________________________________________________________
By: _____________________________________ By:_________________________________
Secretary President
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CERTIFICATE OF OFFICERs
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Issuer
The undersigned, secretary of the above corporation, hereby certifies that by
resolution duly adopted by the board of directors of said corporation, the
officers named upon this certificate have been duly elected, are now acting and
are qualified to sign written instructions, consents, stock certificates of said
corporation, that the specimen signatures appearing opposite the names and
titles are genuine signatures of such officers and that said resolutions
electing these officers are now in full force and effect. You are further
authorized to recognize these signatures until you receive our written
instructions to the contrary.
Officer/Title Will Sign
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In witness whereof, I have affixed the seal of the corporation
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Corporation
Dated__________________________________________________________________
By_____________________________________________________________________
Secretary
Print__________________________________________________________________
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CORPORATE INFORMATION SHEET
Company Name_________________________________Website______________________
Address of corporate offices_____________________________________________
Phone___________________Fax__________________e-mail_______________________
(for notices)
Name Address of record (If other than corporate offices) E-Mail
President_______________________________________________________________________
Secretary_______________________________________________________________________
Officer_________________________________________________________________________
Officer_________________________________________________________________________
Legal Counsel___________________________________________________________________
Address_________________________________________________________________________
Phone___________________________________________________________________________
Fax_____________________________________________________________________________
Is legal counsel authorized to issue instructions on behalf of the company?
____(If yes please provide a sample signature)
Shares Authorized Shares Issued Class of Stock Par
Value
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Any additional information regarding the shares which we will act as agent for
(Prior Names, Splits or problems that might affect Transfer Online as agent)
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Are there any shares issued in the name of the
company?________________________________________________________________________
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CERTIFICATE REPLACEMENT
Corporation ____________________________________________________________________
Address ________________________________________________________________________
City ________________________________________ State ________ Zip______________
RESOLVED TRANSFER ONLINE, as Transfer Agent and Registrar, is hereby authorized
to issue and register such new certificates for the capital stock of this
Corporation as may from time to time be requested to replace lost, stolen or
destroyed certificates. Each such replacement to be made
|X| upon being furnished with an affidavit as to the loss, theft or destruction
of such certificates, and
|X| upon being properly indemnified against any and all loss that the
Corporation, its Transfer Agents and Registrars may incur by reason of the
replacement. Such indemnification shall consist of an open penalty Sole
Obligor Bond.
FURTHER RESOLVED, that since TRANSFER ONLINE is covered by Reliance Insurance
company, with said coverage including indemnification for any Registrar,
co-registrar, or co-transfer agent, this Corporation will approve this bind for
use in replacing any of our lost, stolen or destroyed securities as being
consistent with our corporate requirements and the Transfer Agent is authorized
to issue said securities with no further Corporate approval required.
I, _________________________________________, Secretary of the above named
company Corporation, do hereby certify the foregoing to be a full, true and
correct copy of a resolution duly adopted at a regular meeting of the Board of
Directors of said Corporation
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
___________________________________________________________________
Corporation
this_______ day of____________________________________, 20_________
By:________________________________________________________________
Secretary
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AUTHORIZATION FOR ACCEPTANCE OF CORPORATE INSTRUCTION VIA EMAIL
Corporation Name _______________________________________________________________
Address ________________________________________________________________________
Address ________________________________________________________________________
City ___________________________________ State _______ Zip __________________
RESOLVED, that TRANSFER ONLINE, as Transfer Agent and Registrar, is hereby
authorized to accept any and all emails as valid instruction from this
Corporation to issue and register such new certificates for the capital stock of
this Corporation or accept other instructions as valid and authorized if
received from the email addresses listed below:
Name Email Address
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
I, _________________________________________, Secretary of the above named
company Corporation, do hereby certify the foregoing to be a full, true and
correct copy of a resolution duly adopted at a regular meeting of the Board of
Directors of said Corporation
In Witness thereof, I have hereunto set my hand and affixed the seal of said
___________________________________________________________________
Corporation
this_______ day of____________________________________, 20_________
By:________________________________________________________________
Secretary
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BILLING OPTION
Company Name _______________________________________________
Please select your desired service level / billing cycle. Choose only ONE.
|_| Option 1 -- Basic service level. $200/month
|_| Option 2 - Extended service level. $350/month including 15 certificate
issues per month at a reduced rate. (a savings of $75 per month)
|_| Option 3 - Prepayment of Option 1 annual amount. $2,160/year (a 10%
discount)
|_| Option 4 - Prepayment of Option 2 annual amount. $3,780/year (a 10%
discount)
________________________________________ _____________________________
Issuing Company Representative Signature Date
________________________________________ _____________________________
Print Name Title
Please return this page to Transfer Online
With your selection and signature.
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Fees
Setup
* Each Issue (750 shareholders or less)............................$ 750.00
- - Establishing database
- - General audit of all information received from prior agent
(if applicable)
- - Document preparation and execution
Administrative
* Each Active Issue (payable monthly)..............................$ 200.00
With 15 Company requested certificates issued, monthly...........$ 350.00
* Each In-Active Issue (payable monthly)...........................$ 50.00
- - Place, Maintain & Release Stop Transfer Orders and Restrictions
- - Security Control of Un-Issued Certificates
- - Retention and storage of Corporate Records
- - Inquiries/Correspondence
- - Telephone/Facsimile/E-Mail on behalf of Issuer
- - Monthly Transfer Journals via Website
- - Issuer access to website with a corporate listing and unlimited report
functions
- - Shareholder access to their account information on the website
- - Safekeeping book entry only maintenance and share balances
* Stock Certificates Issued (billed to the person or entity that submits
request)
- - Each Routine Stock Certificate Issued..........................$ 15.00
- - Each Non-Routine Stock Certificate Issued......................$ 25.00
- - Each Warrant Exercised.........................................$ 20.00
- - Each Option Exercised..........................................$ 20.00
- - Each Certificate "Rush" Transferred............................$ 25.00
Other fees
* Shareholder Listing via Website..................................$ 00.00
* Shareholder Listing via Hard Copy, minimum.......................$ 75.00
* Shareholder Listing via Disc.....................................$ 40.00
* Monthly Transfer Journals via Hard copy..........................$ 25.00
* Mailing Services
- - Labels, per shareholder ($50 minimum)..........................$ 00.10
- - Affix Labels, (per hundred)....................................$ 10.00
- - Affix Postage (per hundred)....................................$ 10.00
- - Handling (per hundred).........................................$ 10.00
* Stock splits (Ordinary), per shareholder.........................$ 1.00
* Dividends, per shareholder ($150 minimum)........................$ 2.00
* 1099 preparation, per shareholder................................$ 3.00
* Accounting Audit letter..........................................$ 50.00
* Broker/Dealer Proxy Solicitation.................................$ 75.00
Includes Letter, Envelopes, Record of Response, and Postage
* Proxy preparation, tabulating and recording (per hundred)........$ 20.00
* Proxy Reporting (Affidavit of mail, daily totals)................$ 200.00
* Attend shareholder meeting (plus expenses).......................$ 500.00
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TERMS OF PROPOSAL
* The quoted monthly fee covers the first 750 registered shareholders.
Registered shareholders above 750 will be charged an annual servicing fee
of $5.00.
* Any charges made by your existing agent in connection with our assumption
of your shareholder records will be passed through to your account.
* Out-of-pocket expenses will be charged to your account. These expenses
include, but are not limited to, costs paid by Transfer Online for the
purchase of goods or services required to fulfill our obligations as
Transfer Agent, Registrar, Dividend Paying Agent or other related services.
Typical out-of-pocket expenses include, but are not limited to, stationary,
postage, retention of records, inspectors of election, etc.
* Separate charges for issuing purchase warrants, stock dividends and splits,
the handling of tenders and exchanges of stock, subscriptions, preparing
state information returns, and other special services not covered by this
fee schedule, will be based on an analysis and appraisal of the services
rendered.
* All fees are based upon the use of automatic equipment. Any services
requiring manual processing and/or overtime, may result in a higher charge.
* Fees will remain in effect for a period of two (2) years from the date of
our appointment. If you are dissatisfied with our performance and choose to
terminate this arrangement, we will waive our right to recoup any costs
associated with such termination, provided historical documentation of poor
service exists.
* This Proposal is subject to revision ninety days from the date of
submission.
Options available for Issuers with low activity who require a recordkeeper
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