Transfer Agent Agreement
This transfer agency agreement (the "Agreement") is made and entered into as of the date of your electronic consent, by and between Worldwide Stock Transfer, LLC ("Agent"), organized and existing under the laws of the state of New Jersey, NetCapital Funding Portal Inc. ("Netcapital"), organized and existing under the laws of the state of Delaware, and your company (“You”).
WHEREAS, Netcapital has appointed the Agent and the Agent desires to serve as transfer agent and registrar for your company if you reach a targeted offering amount on Netcapital’s funding portal and issue new shares of stock or new membership interest units (the “Securities”);
NOW, THEREFORE, in consideration of the mutual promises herein made and for other good and valuable consideration and intending to be legally bound, You hereto agree as follows:
1. Items to be furnished to Agent
You shall provide, and You give your permission for Netcapital to provide, the following information to the Agent:
- A copy of your certificate of incorporation (or formation);
- A copy of your by-laws (or your operating agreement);
- A copy of the resolutions of the Board of Directors (or Managers) authorizing the appointment of the Agent as transfer agent and registrar and the digital execution of this Agreement by authorized officers;
- A list of certain officers and directors, bearing their respective facsimile signatures, who are authorized to sign and furnish instructions and other information as required by the Agent.
You agree that You shall operate with digital certificates and provide Netcapital with a list of all shareholders or members (the “Shareholders”) who own shares of the Securities issued by your company(the “Shares”) in the same class of stock or class of membership units offered on Netcapital’s funding portal, and the number of Shares owned. Agent shall have its own access to Netcapital’s funding portal to view any equity transactions and authorizations that You initiate.
3. Maintenance and Safekeeping of Records, Cancelled Certificates
The Agent shall maintain such books and any other records required in the performance of its agency. Upon request from you, the Agent shall promptly deliver to You any records that have accumulated. You shall return any such records as may be requested by the Agent. Netcapital and You shall indemnify and hold harmless the Agent against all losses, liabilities, and expenses, including reasonable attorney’s fees, which may be incurred by reason of the failure of Netcapital or You to return the same.
4. Validity of Signatures
The Agent may act upon any signature or facsimile thereof lodged with the Agent or which the Agent believes in good faith and with the exercise of reasonable care to be genuine. When any officer shall no longer be vested with authority to sign for you, written notice thereof shall immediately be provided to Netcapital by way of filing on the funding portal, and until receipt of such notice, the Agent shall be fully protected and held harmless in recognizing and acting upon any correspondence, certificates or instructions bearing the signature of such officer or a signature believed by it in good faith and with the exercise of reasonable care, to be such genuine signature.
5. Amendment of Governing Instruments
You agree to file on the funding portal, for use by the Agent, any amendments to your certificate of incorporation (of formation) or your by-laws (or operating agreement) made after the date hereof, certified by an authorized officer of your company as being a true, correct and complete copy of such amendment in full force and effect on the date such certification is made.
6. Instructions and Advice of Counsel
When the Agent deems it desirable, it may apply to an officer of your company or it may consult with your counsel concerning any matter arising in connection with its agency. You agree that the Agent shall be held harmless and indemnified from any liability, claim or expense, including reasonable attorney’s fees, in acting pursuant to instructions or the advice of counsel as aforesaid.
7. Limitations and Liabilities
You shall indemnify and hold harmless the Agent and its employees, from and against any loss, damage, liability or claim suffered, incurred by, or asserted against it or them, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by it or them relating in any way to this Agreement or its services hereunder, so long as the Agent and its employees are not negligent and have acted in good faith.
8. Resignation and Termination
The initial term of this Agreement shall be one year, commencing on the date the Agreement is executed by you. The Agreement shall automatically renew itself for successive one (1) year terms thereafter. You may terminate this Agreement for cause, at any time. Such cause is defined as and limited to the “willful malfeasance, negligence or other performance by the Agent that can be clearly demonstrated as inferior to commonly accepted industry standards.” Agent may terminate the Agreement for cause, at any time. Such cause is defined as and limited to the “willful malfeasance, negligence or other performance by You or Netcapital that can be clearly demonstrated as inferior to commonly accepted industry standards.”
9. Termination Fees
In the event this Agreement is terminated, You are not responsible for termination fees.
10. Original Issue of Shares
The Agent shall record all such issuances in conjunction with the activity on Netcapital’s funding portal.
11. Transfer of Shares
The Agent, as transfer agent, shall transfer Shares from time to time upon surrender of uncertificated Shares, accompanied by such documentation as the Agent deems necessary to evidence the authority of the transferor to make such transfer, and bearing evidence of payment of transfer taxes, if any, and upon cancellation of the Shares, to record new uncertificated Shares and confirm their posting on the funding portal.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. The parties agree that the United States District Court for the District of New Jersey or in the Superior Court of New Jersey, Bergen County, shall have sole and exclusive jurisdiction to determine any issues arising under this Agreement, and all parties to this Agreement agree to submit to personal jurisdiction in New Jersey for the purpose of resolving any issue arising under or related to this Agreement.
13. Confidentiality and Notices
The Agent shall maintain confidentially all information and material regarding Shareholders, other than as agreed to by You in writing, or if required by court order or other legal process. This Section 13 shall survive termination of this Agreement.
The Agent is hereby authorized without any further action on the part of You or Netcapital to appoint as successor transfer agent and registrar any corporation or company which may succeed to the business of the transfer agent and registrar by merger, consolidation or otherwise (such corporation or company being hereinafter called the "Successor"); the Successor to have the same authority and appointment, contained in this agreement as if You had appointed it transfer agent and registrar. The Successor shall, when appointed, be your Agent and not an agent of Worldwide Stock Transfer, LLC. Agent agrees to cooperate and provide such information and assistance as reasonably requested by the Successor to fulfill its responsibilities and obligations as a successor transfer agent and registrar to the Agent.
15. Entire Agreement
This Agreement contains the entire Agreement of the parties and no representations; inducements, promises or agreements oral or otherwise not embodied herein shall be of any force or effect. If any provisions of this Agreement are held for any reason to be unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Agreement to be effective on the date that the Buyer acknowledges on the Site his or her acceptance of this Agreement.
Last updated July 7, 2017