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Transfer Agent and Registrar Agreement
[LETTERHEAD OF RELIANCE APPEARS HERE]
This Agency Agreement is made and entered into as of the _____ day of
____________, ______, by and between Ocean West Holding Corporation, hereinafter
called "Corporation" and Reliance Trust Company hereinafter called "Reliance."
The Corporation hereby appoints Reliance and Reliance hereby accepts the
appointment as Transfer Agent and Registrar for the Corporation's Common stock
and warrants on the terms and conditions provided herein:
1. The Corporation agrees to file the following documents with Reliance.
a. A copy of the Articles of Incorporation of the Corporation with all
amendments thereto, certified by the Secretary of State of the state
of incorporation.
b. If the voting powers, designations, preferences and other rights of
the shareholders are not fully set forth in the document delivered
pursuant to paragraph 1(a), then a copy of the resolution adopted by
the Board of Directors of the Corporation setting forth such terms of
the stock, certified by the Secretary under the Corporate Seal.
c. A copy of the By-Laws and all amendments thereto, certified by the
Secretary or an Assistant Secretary of the Corporation under the
Corporate Seal.
d. A copy of the Resolution of the Board of Directors of the Corporation
appointing Reliance as Transfer Agent and Registrar, certified by the
Secretary or an Assistant Secretary under the Corporate Seal.
e. Specimens of each form of outstanding stock certificate in the forms
approved by the Board of Directors of the Corporation and certified by
the Secretary.
f. A certificate of the Secretary of the Corporation as to the authorized
and outstanding stock, the address of the Corporation, the name and
address of legal counsel for the Corporation, the names and specimen
signatures of the officers of the Corporation authorized to give and
receive notices, the names and addresses of any other Transfer Agents
and Registrars of the stock of the Corporation.
g. Opinion of counsel to the Corporation stating:
(1) that the Corporation was duly incorporated and exists in good
standing under the laws of the state of its incorporation;
(2) that the shares of the Stock outstanding were validly issued and
are fully paid and non-assessable;
(3) the status of such shares of Stock under the Securities Act of
1933, (the "Act"), any other applicable Federal or state statute,
and any other restrictions on the transferability of such shares
of the Stock, including liens created by the Corporation;
(4) such other matters as Reliance may reasonably request after
examination of the information furnished hereunder.
(NOTE: If such opinion indicates Federal or state regulatory
jurisdiction over the issue of the shares - as exempt from
registration or similar requirements under the Securities Act of
1933, or state Blue Sky laws, a copy of the relevant order or
consent of the regulatory authority, certified by an appropriate
official of such authority and under its proper seal, should be
delivered to Reliance.)
h. Printer's Certificates or copies of receipts documenting amounts of
unissued certificates placed in Reliance's possession.
i. In the event that any of the information furnished pursuant to
paragraph (1) is amended or changed, prompt written notification of
such change, together with copies of all relevant resolutions,
instruments or other documents, specimen signatures, certificates,
opinions or the like as Reliance may deem necessary or appropriate.
j. Specimen signature of all officers of the Corporation who are
authorized to sign stock certificates or issue other instructions to
the Transfer Agent and Registrar.
2. The Corporation shall furnish Reliance, as Transfer Agent and Registrar, a
sufficient supply of blank stock
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certificates, and from time to time will renew such supply upon request.
Such blank stock certificates shall be signed manually or be facsimile
signatures of officers of the Corporation authorized to sign certificates
and, if required, shall bear the Corporate Seal or facsimile thereof.
3. The Corporation shall file promptly with Reliance written notice of any
change in the officers authorized to sign stock certificates, written
instructions or requests, together with specimen signature of each newly
authorized officer. In case of any officer of the Corporation who shall
have signed manually or whose facsimile signature shall have been affixed
to unissued share certificates shall die, resign or be removed prior to the
issuance of such certificates, Reliance, as Transfer Agent and Registrar,
may issue and register such certificates as the share certificates of the
Corporation notwithstanding such death, resignation or removal; and the
Corporation shall file promptly with Reliance such approval; adoption or
ratification of such certificates and the actions of Reliance as may be
required by law or required by Reliance.
4. Reliance, as Transfer Agent and Registrar, shall make original issues of
stock upon the written request of an officer of the Corporation and upon
being furnished with:
a. a certified copy of a resolution of the Board of Directors authorizing
such issues;
b. an opinion of counsel as outlined in paragraph 1(g) above;
c. necessary funds for the payment of any original issue tax, or an
opinion of counsel that no tax is payable;
d. evidence of compliance with the applicable requirements of such
exchange if the shares are listed on any securities exchange;
e. such other information as Reliance may reasonably request.
5. Reliance will transfer shares of stock and issue new certificates upon
surrender of the old certificates in form deemed by Reliance properly
endorsed for transfer, accompanied by such documents as Reliance deems
necessary or appropriate to evidence the genuineness and authority of the
person making the transfer, and bearing satisfactory evidence that any
applicable law relating to the collection of taxes has been complied with.
In the case of smaller estates, where no administration is contemplated,
Reliance will, under a Surety Company Bond of Indemnity acceptable to it
and its counsel, and, without further approval of the Corporation, transfer
shares of stock registered in the name of a decedent.
6. In effecting transfers, Reliance may rely upon the Uniform Commercial Code
and Simplification Acts or any other statute, regulation or legal authority
which in the opinion of counsel protect Reliance and the Corporation in not
requiring complete fiduciary documentation, in registering transfer without
inquiry into adverse claims, in delaying registration for purposes of such
inquiry or in refusing registration where in its judgment an adverse claim
requires such refusal.
7. When mail is used for delivery of stock certificates, Reliance will forward
such certificates in "non-negotiable" form by first class mail and such
certificates in negotiable form by registered or certified mail, U.S. or
foreign postage pre-paid, and insured while in transit by insurance
arranged for by Reliance as Transfer Agent and Registrar.
8. Reliance may issue new certificates in place of certificates claimed to
have been lost, destroyed or wrongfully taken, upon receiving indemnity
satisfactory to Reliance, which shall be in favor of both Reliance and the
Corporation, and upon compliance with any other reasonable requirements
imposed by Reliance, and may issue new certificates in exchange for, and
upon surrender of identifiable mutilated certificates.
9. Reliance will, upon receipt of a Corporate Resolution from an officer of
the Corporation and other requested documentation, issue and mail
subscription warrants, certificates representing stock dividends, splits
and exchanges, or act as agent for the conversion of stock. The Corporation
or its counsel will provide a written list of any shares to be restricted
and instructions as to the disposition of fractional shares.
10. Reliance will distribute cash dividends, when declared by the Corporation,
to recordholders on checks furnished by the Corporation in a format
acceptable to Reliance. The Corporation will furnish a resolution declaring
the dividend and will provide sufficient funds to cover the payment no
later than mail date.
11. Reliance will address, enclose and mail annual reports, financial
statements, notice of meetings, proxies or other printed material to the
Corporation's stockholders. The Corporation must confer with Reliance as to
form of such material, in relation to Reliance's data processing or other
mechanical equipment and the minimum time required
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between the record date and the mailing or payment date, so that proper
scheduling may be made.
12. Reliance will maintain customary records in connection with its agency
hereunder, including without limitation the Corporation's stock ledger and
shareholders' list, and shall send all books, documents and records no
longer deemed needed for current purposes and all share certificates which
have been canceled in transfer or in exchange, to the Secretary of the
Corporation or to such person as so directed in writing, who shall safely
store such books, documents, records and share certificates for future
reference.
13. In case of any request or demand for the inspection of the share records of
the Corporation, Reliance will endeavor to notify the Corporation and to
secure instructions with respect to permitting or refusing such inspection.
However, Reliance without incurring any liability to the Corporation, may
exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to so exhibit such records.
14. Reliance may apply to a designated officer in paragraph 1(f) of the
Corporation for instructions and may consult counsel for the Corporation or
its own counsel, in respect of any matter arising in connection with this
agency, and it shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instructions or with
the opinion of such counsel. The Corporation shall reimburse Reliance for
counsel fees reasonably incurred by Reliance hereunder.
15. The Corporation agrees to indemnify and to hold Reliance harmless for
acting upon any paper or document believed by it to be genuine and to have
been signed by the authorized persons and for acting upon verbal
instructions from the authorized persons designated in Paragraph 1(f).
Reliance shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Corporation.
16. Reliance shall also be protected in recognizing share certificates which it
reasonably believes to bear the proper manual or facsimile signatures of
the officers of the Corporation and the proper counter-signature of a Co-
Transfer Agent or Co-Registrar, if any.
17. The Corporation assumes full responsibility and agrees to indemnify and to
hold Reliance harmless from and against any and all claims, demands,
actions, causes of action and suits, whether groundless or otherwise, and
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities of whatsoever nature arising directly or
indirectly out of its agency relationship to the Corporation, so long as
Reliance has acted in good faith and with due diligence and without gross
negligence. Reliance shall not be under any obligation to prosecute or
defend any action or suit in respect of such agency relationship which, in
the opinion of its counsel, may involve it in expense or liability, unless
the Corporation shall, as reasonably requested, furnish Reliance with
reasonable satisfactory indemnity against such expense or liability.
Reliance agrees to indemnify and hold the Corporation harmless from and
against any and all claims, demands, actions, causes of action and suits,
whether groundless or otherwise, and from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liabilities
of whatsoever nature arising directly or indirectly out of its or its
agents' failure to act: (i) in good faith, (ii) with due diligence, or
(iii) without gross negligence.
18. In the event that Reliance shall be unable to perform its obligations under
the terms of this Agreement or shall incur additional costs and expenses in
its performance hereunder due to any modification, amendment or change in
any statute, law, decree, regulation, ordinance or governmental order not
in existence or effect on the date of execution of this Agreement or any
strike, work stoppage, equipment failure, Act of God or other cause beyond
Reliance's control, the failure of Reliance to fulfill its obligations
hereunder shall not constitute a default by Reliance and the Corporation
shall have no claims or rights of action against Reliance as a result
thereof.
19. The acceptance by Reliance of its appointment as Transfer Agent and
Registrar and all documents filed in connection with such appointment and
thereafter in connection with its agency, shall be subject to the approval
of counsel for Reliance.
20. Reliance may resign as Transfer Agent and Registrar at any time upon giving
ninety (90) days written notice of such resignation to the Corporation in
the manner specified in Paragraph 22 hereof, and thereupon its duties as
Agent or Registrar or both shall cease. Reliance may be removed as Transfer
Agent or Registrar at any time by resolution of the Board of Directors of
the Corporation, a certified copy of which shall be furnished to Reliance
in the manner specified in Paragraph 22 hereof. Upon resignation or
removal, Reliance, to the extent permitted by law, shall deliver to its
successor or to the Corporation
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its records as such Transfer Agent and Registrar. This act shall not
constitute a waiver of any rights of Reliance in reference to
indemnification for acts or with respect to services performed hereunder or
the right of Reliance's fees or out-of-pocket expenses incurred, including
attorney's fees, prior to termination of this Agreement.
21. Reliance shall be entitled to compensation for all services rendered in
performance of its duties, which compensation the Corporation agrees to
promptly pay upon receipt of a statement therefore, in accordance with a
Fee Schedule which may be in the form of a letter attached hereto and
incorporated by reference herein as Exhibit A. The Fee Schedule may be
amended by Reliance from time to time. Such changes in the Fee Schedule
shall be effective immediately upon giving sixty (60) days written notice
thereof to the Corporation.
22. Any written notice required or permitted to be given by the parties of this
Agreement shall be deemed sufficient if sent by registered or certified
mail, United States postage prepaid, addressed as follows:
(i) if to Reliance:
Reliance Trust Company
Shareholder Relations Division
P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(ii) If to the Corporation, to the address set forth following the
signature of the Corporation at the end of this Agreement. Or to such
other addresses as the parties shall state in a notice given in the
manner specified herein, making specific reference to this Agreement.
23. This Agency Agreement shall be binding upon and shall inure to the benefit
of the successors and assigns of the parties and the rights, duties and
liabilities of the parties hereunder shall be governed by and construed in
accordance with the laws of Georgia.
24. This appointment of Reliance as Transfer Agent and Registrar shall become
effective upon receipt by Reliance of the information and documents
required to be furnished pursuant to paragraph (1) and approval of the same
by counsel to Reliance.
In witness whereof, the undersigned acting by and through their duly authorized
officers have hereunto set their hands and seals of the day and year first above
written.
Reliance Trust Company
Attest: By:
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By: Authorized Signature
(SEAL)
Ocean West Holding Corporation
Attest: By:
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By: Authorized Signature
Address:
(SEAL) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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EXHIBIT A
Reliance Trust Company's
SCHEDULE OF
Stock Transfer Agent and Registrar Fees
For
Ocean West Holding Corporation
_____________, 2000
Records Transfer Fee..................................To be determined after
Assessment
For services and expenses in establishing
records on our accounting system,including
review and discussion of existing records,
preparation for creation and/or conversion
of files, and procedures for on-going
administration. Maximum charge $500.
Annual Administration Fee.............................$3,000.00
Reliance Trust will assign a Senior Trust
Account Officer to consult with each
relationship regarding all administrative
and consultative matters related to corporate
security issues. Examples of this service
include assistance with securities regulations,
transfer requirements, annual meetings, options,
dividend reinvestment, etc. The Senior Trust
Account Officer will be backed-up by additional
knowledgeable officers familiar with accounts.
Maintenance of Accounts and Transfer Activity
For the first 1,000 Shareholder Accounts.........$3.00 Per Account Annually
In excess of 1,000 Shareholder Accounts..........$2.50 Per Account Annually
Dividend Reinvestment Services...................By Appraisal Based on Plan
Features
The annual maintenance fee includes the following:
. Maintaining Account History
. Examination and approval of regular transfers
. Issuing certificates.
. Cancelling of certificates.
. Registering certificates.
. Posting debits and credits.
. Filing and storage of canceled certificates for a period of three (3)
years.
. Maintaining and controlling the inventory of unissued certificates.
. Correspondence with investors.
. Account maintenance - includes address changes, social security
number/TIN maintenance and opening new accounts.
. Supplying Transfer Journals and Dividend Payment Journals.
. Mailing Labels for four quarterly or annual reports.
. Maintaining toll-free Investor Services Assistance telephone line.
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Supplemental Charges
Issuance of Certificates resulting from
regular transfer activity in excess of
the number of active accounts maintained
annually...........................................$1.00 each certificate
Irregular Transactions - restricted transfers,
original issues, and replacement of lost or
destroyed certificates includes the placing or
removing of legends and the maintenance of
stop notices.......................................$7.50
Dividend Disbursements
Cash Dividend/ACH................................$1.00 each
Stock Dividend...................................Certificate issue
charges plus $1.50 for
fractional share
checks (subject to
$250.00 minimum).
Preparation & Filing Federal Forms 1099............$.55 each
Preparation & Filing State Forms 1099..............$.55 each
(Federal & State Filings subject to $50 Minimum)
▇▇▇▇▇ Tax Report...(Form 1042).....................$5.00 each
W-9 Solicitation...................................$1.00 each
Handling and Processing B or C Notices from IRS....$25.00 each
Check Reconcilement................................Included in check
processing fee.
Incoming/Outgoing Wire Charges.....................$4.00
Proxy Services
Base fee for tabulation............................$300.00
Examination and tabulation each proxy voted
First Proposition..................................$.30 per shareholder
Each additional proposition........................$.15 per shareholder
Broker Search/Solicitation - Reliance Trust will
employ a professional service......................By Appraisal
Inspector of Election/Voting Judge.................Billed at Cost
Shareholder Listings...............................$.05 per shareholder
(Min. $50.00)
Addressing Cards, Labels or Envelopes..............$.06 per shareholder
(Min. $50.00)
Folding, Inserting and Mailing.....................By Appraisal
On-Line Access to Shareholder Records...................Based on Appraisal of
Needs, Software and
Hardware Requirements
Redemption Agent, issuance of rights, proxy
solicitations, state and federal regulatory
compliance and other requests not identified
herein will be determined by analysis and
appraisal with Company before services are performed.
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Out of Pocket Expenses
Actual cost of forms, special stationery,
postage, insurance, courier expenses,
certificate and check printing, proxy
solicitations, mailing services, advances
and other out-of-pocket expenses will be
billed each month in addition to those
listed herein.
Termination Fee
Upon transfer or termination of the account
relationships at the election of the Company
or resignation of Reliance Trust Company, a
reasonable compensation appropriate to the
services performed and responsibilities
assumed, not to exceed $350, will be payable
by the Company.
Miscellaneous Services
Services not anticipated, but deemed necessary
or desirable by the Company, will be subject to
additional charges based upon time and expenses
incurred by Reliance Trust Company.
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