You are on page 1of 14

Dynamic Transfer Services Corp

3434 East Bengal Boulevard, #210 – Cottonwood Heights, Utah, 84121-5803 Phone: 801.994.6804 Fax: 866.560.7699

APPOINTMENT AGREEMENT
For the corporate stock of ______________________________________________________________________ Name of Corporation
Adoption by Board of Directors

I hereby certify that at a meeting of the Board of Directors duly convened and held ___________________, at which time a quorum for the transaction of business was present, the following resolutions, appointment, authorization, authority and agreement, which have not been modified or rescinded and which are not contrary to or inconsistent with the charter or by-laws of this corporation, were duly held and regularly adopted.
Transfer Agent Appointment

RESOLVED, that Dynamic Transfer Services Corp (a Utah Corporation, duly registered with the United States Securities and Exchange Commission - SEC), or assignee, hereinafter called the Transfer Agent and Registrar, is hereby appointed Transfer Agent and Registrar of this corporation.
New Issuances

That said Transfer Agent is hereby authorized to issue and countersign certificates of stock of this corporation bearing the actual or facsimile signature of the present and any future President and Secretary under the actual or facsimile seal of this Corporation up to the full authorized amount of capital stock, upon resolution of the Board of Directors.
Transfer of Shares

That the Transfer Agent is hereby authorized to accept for transfer any issued and outstanding certificates of said stock of this corporation, from time to time, and to issue and countersign new certificates in place thereof upon the facsimile signatures of the President and Secretary of the Corporation, pursuant to law and general industry practices.
Lost, Destroyed or Stolen Certificates

That the said Transfer Agent shall issue a new certificate or certificates of said stock in lieu of a lost, destroyed, or stolen certificate or certificates of stock upon Transfer Agent’s receipt of certain documentations and indemnity instrument(s), regardless of registration status of shares of said certificate, restricted, stopped, or otherwise. Said certain documentations may be any of the following; 1) order of the Corporation, 2) request of a holder thereof evidenced by a notarized affidavit of loss, or 3) in the case of a Corporation (including the Issuer) a notarized affidavit of loss together with a certified copy of a Resolution of its Board of Directors. Said indemnity instrument shall be a bond insuring the Transfer Agent, protecting it from any loss related to the replacement of said certificate. Counterfeit certificates will be retained by Transfer Agent as part of the Corporation’s records, and will not be replaced, and any claim to shares represented by counterfeit certificates will be a matter solely between the claimant and the Corporation. Said certificates, when deemed to be lost, stolen, destroyed, or counterfeit shall also be reported to the appropriate regulatory authority and third parties deemed appropriate, whether by applicable Law, Regulation, or otherwise.
Ver. 4-3 (Transfer Agent) ____ (Company) ________

1

Transfer Bookkeeping

That the Transfer Agent is hereby directed to record in its register, certificates of this corporation when executed by the President and Secretary, or certificates bearing the facsimile signatures of the same, countersigned by the Transfer Agent as authorized. Transfer Agent shall have lien over any and all such records and registers; and such lien shall only be for security against outstanding balances.
Agency Judgment

That said Transfer Agent may use its own judgment in matters affecting its duties as such agent of this Corporation, and in its discretion it may apply to and act upon instructions of its own counsel in respect to any question arising in connection with such agency, and that the said Transfer Agent shall not be held liable for following such advice of counsel, or its own judgment, but shall be liable only for its own willful default or negligence. Neither an Indemnity Bond, nor similar instrument, will be considered to compel Transfer Agent to disregard its own judgment or the advice of its legal counsel.
Authorized Signatures

That when any officer of this Company shall no longer be vested with authority to sign for this Company, written notice shall immediately be given to said Transfer Agent, and until receipt of such notice the Transfer Agent shall be fully protected and held harmless in recognizing and acting upon certificates of stock or other documents bearing the signature or facsimile signature of such officer, or a signature believed in good faith to be such genuine signature.
Corporate Governance Changes

That when this Company shall have a change in: President, Secretary, CEO, or directors (hereafter severally and jointly, “Manager(s)” or “Management”); the Company shall immediately notify its registered State of domicile. Confirmation of processing by the domicile shall immediately be sent to said Transfer Agent; otherwise, the Transfer Agent shall be fully protected and held harmless: in acting upon instructions believed in good faith to bear the genuine facsimile signature of Managers last known to the Transfer Agent; and for the failure of the Issuer to give proper and sufficient notice of any change. Each and every new Manager individually shall immediately send notarized acknowledgement of this Appointment Agreement, thereby acknowledging that they shall each be equally bound to this Appointment Agreement going forward as the Corporation and former Management had been bound, regardless of prior actions and/or burdens incurred upon the Corporation by said former Managers.
Indemnification from Orders

That this Corporation hereby does relieve the Transfer Agent and its officers and representatives of all liability for all acts and things done and performed by said Transfer Agent and its officers and agents which are performed under orders of any officer or agent and/or representative of this corporation, and hereby does assume full responsibility for all such acts and things done on behalf of this Corporation as directed.
Indemnity of Performance

That there shall be no liability on the part of the Transfer Agent for its performance of any act in connection with this agency including but not limited to the transfer of certificates of stock in the ordinary course of business or refusal to transfer the same wherein reliance upon the opinion of its counsel, said agent in good faith believes that its refusal to perform such act may subject it, its officers, or employees to any action or suit for damage or injunctive relief.
Ver. 4-3 (Transfer Agent) ____ (Company) ________

2

Indemnification from Refusal

That said Transfer Agent shall be without liability to this Corporation and is hereby indemnified from any liability to third persons, from said Agent’s refusal to perform any act in connection with this agency, wherein reliance upon opinion of its counsel or its own judgment, said Agent in good faith believes that such act may subject it or its officers or employees to criminal liability or injunctive sanctions under any law of any State or of the United States and in particular, under the Securities Act of 1933, and that any or all legal costs incurred by Transfer Agent will be paid by this Corporation, including associated time and travel, special witness fees, legal fees or other retention fees associated with the same.
Indemnity from Advisory Delays

When Agent or its counsel, agents, or representatives deem it expedient Agent may apply to the Issuer, or the counsel for the Issuer, or to its own counsel for instructions and advice; that the Issuer will promptly furnish or will cause its counsel to furnish such instructions and advice, and, for any action taken in accordance with such instructions or advice, or in case such instructions and advice shall not be promptly furnished as required by this resolution, the Issuer will indemnify and hold harmless said Agent from any and all liability, including attorney’s fees and court costs. The Agent may, at its discretion, but shall have no duty to, prosecute or defend any action or suit arising out of authorizations hereby granted unless the Issuer shall, when requested, furnish it with funds or the equivalent to defray the costs of such prosecution or defense.
Disposition of Records

Transfer Agent may deliver from time to time at its discretion, to the Issuer, for safekeeping or disposition by the Issuer in accordance with law, such records accumulated in the performance of its duties as it may deem expedient, and the Issuer assumes all responsibility for any failure thereafter to produce any paper, record or document so returned if, and when, required.
Uniform Commercial Code and other Statutes

That in registering transfers the Transfer Agent may rely upon the Uniform Commercial Code, generally accepted industry practice, or any other statutes in not requiring complete documentation in registering transfers without inquiry into adverse claims of any party or bonafide holders in due course, in delaying registration for purposes of such inquiry, or in refusing registration where in its judgment an adverse claim requires such refusal.
Adverse Claims on Free-Trading Shares

In addition, the Company represents to Agent that when free-trading shares are issued, that pursuant to UCC Article 8, Section 8-407, said shares cannot be stopped or cancelled in commerce as it relates to adverse claims upon said shares. This position is consistent with Securities and Exchange rules and regulations, Article 8 of the Uniform Commercial Code and the Securities Transfer Association Rule Book. Remedies as to adverse claims upon shares issued, should be sought through legal proceedings. (continued on next page)

Ver. 4-3

(Transfer Agent) ____

(Company) ________

3

Indemnification of Appointment

That the Issuer shall indemnify and hold harmless said Transfer Agent and its Service Providers (Transfer Agent and Service Providers together hereafter being referred to as “Agents”) from any and all liability, including attorney’s fees and court costs, for any a ction taken by the Agents in connection with this Appointment and conducts as Agents, except for said Agents’ own willful misconduct or gross negligence, and shall, at the request of said Agents, defend any action brought against Agents hereunder. Transfer Agent will provide signed copy of this Agreement to Service Providers upon instruction of Issuer to facilitate any of DTC’s electronic systems and/or as requested or required under any Rule. Company grants to Agents, jointly and severally, the following rights and remedies: a. Agent may request opinion of counsel when Agent requires, relative to any matter that may arise in the performance of Agent’s duties as Issuer’s Transfer Agent, which opinion shall be the sole obligation and expense of the Issuer. Counsel, in these matters, will be entitled to bill the Issuer directly, and Agent is not responsible for these transactions or collection of such transactions. However, the legal product shall be for the benefit of the Agent. b. A security interest in any books and records of Issuer that are in possession of Agent. Such security interest includes any and all amendments and additional contracts for consulting and any other services provided by Agent. Issuer agrees that it will furnish to Agent any further documents necessary to perfect such security interests, and, c. Right to obtain from Issuer any books, records, or memoranda which are required by Agent in defense of any claim which may arise in the performance of Agent’s duties as Transfer Agent or in regard to any past due balances in order to collect any monies owed to Agent.
Fully Automated Securities Transfer (FAST: DTC DWAC, and DRS)

Select and Initial one of the below clauses: FAST: ____ That the Issuer is required or desires to be DTC FAST/DWAC eligible, DRS eligible, or will be moving to an exchange that requires FAST electronic processing. Company authorizes Agent to engage all systems and resources necessary to process FAST transactions and provide FAST services. Company explicitly acknowledges and agrees to Agent’s prevailing fees, including FAST fees, and explicitly authorizes automated recurring card charges for monthly fees, including FAST fees; it being agreed that failed automated transactions may result in interruption of services to the Company, or on behalf of the Company. The Company Setup Fee (together with its FAST setup fee) payable by bankwire, together with the initial aforementioned automated recurring monthly FAST fee, are required to consummate this Agreement. Company will promptly pay other FAST fees and other Agent fees within 30 calendar days of each such invoice for such fees. Non-FAST: ____ That the Issuer is not required nor desires at this time to be DTC FAST/DWAC eligible, DRS eligible, nor will be moving within the next 90 days to an exchange that requires FAST electronic processing. Company explicitly acknowledges and agrees to Agent’s prevailing fees, and explicitly authorizes automated recurring card charges for monthly fees; it being agreed that failed automated transactions may result in interruption of services to the Company, or on behalf of the Company. The Company Setup Fee payable by bank-wire, together with the initial aforementioned automated recurring monthly fee, are required to consummate this Agreement. In the event that the Company is required or desires to become FAST at a later date, it agrees to provide 30 calendar days’ advance notification to the Transfer Agent of such change, and to pay the prevailing above mentioned FAST fees to become FAST.

Ver. 4-3

(Transfer Agent) ____

(Company) ________

4

Prevailing Fees and Disbursements

That the Issuer is required to pay Transfer Agent its prevailing fees and reimburse it for disbursements incurred by it when and as the same are billed to the Issuer which, to the extent such fees and disbursements remain unpaid for any period of time, hereby grant to the Agents a lien on the books, records and other property of the Issuer in the custody or possession of the Agents.
Termination of Agency

Should this Corporation decide to change Transfer Agents, a signed written notice shall be received by Transfer Agent from an authorized officer of the Corporation, accompanied by a notarized Board Resolution, no fewer than 30 calendar days prior to the effective date of such termination. The Termination Notice shall include, but not be limited to: 1) the Effective Date of Termination; 2) the date of notification; 3) the notifying officer’s full name, direct phone contact information, and email address; and 4) the designated recipient of corporate records by company name, contact person full name, receipt address, direct phone contact information, email address, and FINS number if appropriate. Agent shall, before the end of the day of receipt of such appropriate notice, prepare a Termination Invoice, and post it to the Corporation’s billing statement. The Termination Invoice will include termination fees, shipping costs, and associated preparation and archival costs, pursuant to Transfer Agent’s fee schedule then in effect. The Termination Invoice shall be sent as a PDF file attached to an email sent to the email address of the notifying officer. Any remaining outstanding balances owed on the account of the Corporation, and its officers, directors, affiliates and/or controlling beneficial shareholders of greater than 10% voting power, shall be pre-paid via bank-wire, by this corporation before the sixth business day following Transfer Agent’s emailing of the Termination Invoice. The Termination Notice shall be null and void if said bank-wire is not so received. Termination preparations shall commence by Agent immediately upon receipt of said bank-wire, and shall complete by the end of the business day prior to the effective date of such termination, and all records shall be sent to the designated recipient by commercial courier ground shipping on the effective date of termination. Due to SEC Regulations, termination preparations will be performed outside of routine transfer operations. The records that shall be sent include the following; all original transfer records and correspondence in the possession of Agent, an electronic records export file in Microsoft Excel (.xlsx) format, a Certified Issued and Outstanding Shareholders List, and a Transaction Log. Any other records, reports, or requests may be requested and shall be separate and in addition to the Termination Invoice, and shall be pre-paid by bank-wire. DTCC will be appropriately notified on the day that records are sent, with the notifying officer and records recipient being CC’d on such notice.
Governing Law and Jurisdiction

This Agreement shall in all respects be governed by, and construed and interpreted in accordance with, the Laws of the State of Utah without giving effect to any conflicts of law principles of such state that might refer the governance, construction or interpretation of this Agreement to the Laws of another jurisdiction. Resolution of disputes shall be conducted in accordance with the laws of, and within the State of Utah.

Ver. 4-3

(Transfer Agent) ____

(Company) ________

5

Deliverables for Appointment and Changes

That the President and Secretary, be and, are hereby directed to certify these resolutions under the seal of this company and to lodge the same with the Transfer Agent, together with copies of the following company records, including future changes: 1) Incorporation a) A copy of the Articles of Incorporation of the Corporation, and i) all amendments thereto, b) A copy of the Certificate of Incorporation i) or Certificate of Good-Standing, (1) dated with-in two weeks of this Appointment, and c) A copy of the bylaws of the Corporation, i) incorporating all amendments thereto. 2) Certificate Specimens a) Specimens of all forms of outstanding certificates for shares of the Corporation in the form approved by the Board of Directors. 3) Current Shareholders List(s) a) A shareholders list certified by the Corporation, and/or its previous transfer agent of all outstanding securities. i) Transfer Agent hereby relies on this list as provided by the Corporation and/or its previous transfer agent, if any, to be true and accurate in all respects, and the Corporation indemnifies Transfer Agent as to any errors or liability resulting from such errors pertaining thereto. ii) The Corporation hereby states and agrees pertaining to this list as hereafter provided that future transfers may be made without restriction on all securities, except as to shares subject to a restriction or stops as noted on the face of said shares and in the corporate stock records. iii) Identifying (1) beneficial holders, (2) addresses, (3) certificate numbers, (4) shares on certificates, and (5) dates of issuance iv) Delivery (1) Printed, signed by (a) Secretary of Corporation, or (b) Corporation’s former transfer agent (2) and Electronic (a) able to be parsed by Microsoft Office Excel; (i) (.xlsx), (ii) Comma Separated Values (.csv), or (iii) Tab Delimited Values (.txt). b) A transaction log i) equal in detail and delivery as the shareholders list referenced in (3-a)

Ver. 4-3

(Transfer Agent) ____

(Company) ________

6

4) Insiders and/or Control Persons a) A list of all shareholders deemed to be considered i) “Insiders” or “Control Persons” (1) as defined (a) in the Securities Acts of (i) 1933, and (ii) 1934; and, (b) in other acts of Congress, and (c) in rules and regulations of the United States Securities and Exchange Commission when applicable. 5) Corporate Signatures a) If available, past specimens and details regarding i) Past signatures on Corporate Securities Certificates of: (1) Officers, Directors, and Transfer Agents; ii) Full names and Last known address of: (1) Officers, Directors, and Transfer Agents; and, b) The current facsimile specimen signatures of the current President and Secretary of the Corporation, the same being authorized to sign certificates for shares on behalf of the Corporation. 6) Notification of Changes a) In the event of any future amendment or change in respect to any of the foregoing, i) prompt written notification of such change, ii) together with copies of all relevant (1) resolutions, (2) instruments, and/or (3) other documents, specimens signatures, certificates, opinions or the like as Transfer Agent may deem necessary or appropriate.

Ver. 4-3

(Transfer Agent) ____

(Company) ________

7

Transfer Agency Fees That the Corporation will pay the following fees: (the most current fee schedule is available at http://www.dynamictransfer.com/FeeAssess) 1) Company Computer Setup Fee: $1.00 per outstanding certificate, or $500.00 whichever is greater at the signing of this agreement. In addition the minimum setup fee, Agent may charge for additional costs incurred at a rate of $65.00 per hour for data received where the data fields are not directly compatible with Agent’s systems and/or where such fields require additional adjustment for input. 2) FAST Fees: at Transfer Agent’s prevailing rates, presently being: a $600.00 one-time FAST setup fee; a $250.00 monthly fee as hereto agreed payable by automated monthly recurring card charge; a $10.00 per FAST balancing transaction monthly fee; and, a $5.00 per FAST holder account statement and mailing monthly fee. 3) The initial stock certificate issuance setup fee to the Company (Issuer) for new certificate issuances at the time of record setup is $20.00 per certificate, after which the prevailing rate. 4) Forward or Reverse Splits: at Transfer Agent’s prevailing rate (see attached current Fee Schedule). 5) Monthly report of transactions of transfers: current Fee Schedule). at the prevailing rate (see attached

6) Labels, mailings, stockholders lists and subscription agreement balancing: Time and materials at the prevailing rate. 7) Transfer Agent Restricted Common shares in Company: Corporation authorizes Transfer Agent to issue to Transfer Agent or assignee, restricted common stock in the amount of shares equal to one-half of one percent of the issued and outstanding common stock at the time of appointment, as partial consideration of this Agreement and which will allow Transfer Agent to receive Corporation shareholder notifications. Said share amount shall maintain an anti-dilution status in that said shares shall not be subject to any reverse splits of the Company and may be adjusted as a result of any reverse splits by the issuance of additional shares to make up the difference. Transfer Agent shall not accept payment in-kind on invoices or outstanding balance through securities, whether of the Corporation or other public or private entity.
8)

Corporation shall pay an annual maintenance fee to Transfer Agent, initially in the amount of $720.00, billed monthly by automated recurring card charge at $60.00 per month, or at option of Corporation, may pay annually at a 10% discount. Subsequent years following the date of this Agreement, the maintenance fees will be charged at Agent’s prevailing rates. Agent shall check all names, as they appear on all certificates and instructions presented to Agent, against OFAC SDN lists. Agent shall bill Corporation at the end of each month for each name OFAC validated during that month’s transfer operations, on a transfer order basis, at the then prevailing rate, being $1.00 per name at the time of this Agreement.

Ver. 4-3

(Transfer Agent) ____

(Company) ________

8

Unpaid Balances Balances not paid within 30 days are subject to interest, charged monthly at 1.5%. Transfer Agent will refuse to perform services for the Company (and possibly on behalf of the Company) if unpaid balances remain outstanding for more than 30 days, or accumulate in excess of $1,000.00. If Agent refuses to perform services on behalf of the Company, then the records will be Archived, an Archival Invoice will be posted to the Company’s billing statement, and DTCC will be so notified. If Archived, the full amount due will be required to be paid in full by bank-wire prior to any retrieval or reconstitution of records. If account is sent to collections, all attorney fees, court costs, collection fees, and applicable charges shall be paid by the Corporation.

Corporate Profile

That the Corporation was originally incorporated under the laws of ________________________ on _____________. Has the Corporation in its history ever been a “shell” company per Rule 144(i)? _________. If Yes, has the Corporation satisfied Rule 144(i) by filing “Form 10 information”? _________. If Yes, what is the Accession Number for the “Form 10 information” filing? __________________. Also if Yes, have all required reports been filed during the last 12 months? _________. Please see our FAQ webpage for more information.
Corporate Shares

The Corporation further certifies, that the total number of shares of each class of the capital stock which this Corporation is hereby authorized to issue and the number thereof now issued and outstanding is: (if an item is “not applicable”, make sure a “n/a” is presented, otherwise change from “n/a” as appropriate) CLASS Common ____________ SERIES _________ _________ PAR VALUE $_______ $_______ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ SHARES Authorized Outstanding Authorized Outstanding Authorized Outstanding Authorized Outstanding CUSIP / ISIN ________________ ________________

Preferred ____________

_________ _________

$_______ $_______

________________ ________________

Ver. 4-3

(Transfer Agent) ____

(Company) ________

9

Corporate Officers

That the officers are as follows: President: Telephone: Email addresses: Vice President: Telephone: Email addresses: Treasurer: Telephone: Email addresses: Secretary: Telephone: Email addresses:
Corporate Counsel

(required) (required) (required)

(required) (required) (required)

That the counsel for this Corporation is: (required) Address: Email address:
Corporate Restricted Stock Contact

(required) (required)

Person to contact regarding restricted stock issues: (required) Telephone: Fax Number:
Corporate CUSIP/ISIN Reference

(required) (required)

That the CUSIP number(s), CICI LEI, and trading symbol for the Corporation are: CUSIP(s)/ISIN(s) ________________, CICI LEI ________________, and Symbol ______. The Corporation will notify Transfer Agent of any change to these codes in writing, with supporting provisioning certifications.

Ver. 4-3

(Transfer Agent) ____

(Company) ________

10

Corporate Re-Organizations

The Corporations PREDECESSOR name(s) by which it was previously registered in its’ state(s) of domicile and FORWARD OR REVERSE STOCK SPLITS and DATES of OCCURRENCE are: NAME ____________________________ ____________________________ ____________________________ ____________________________ DOMICILE ____ ____ ____ ____ SPLIT [Forward/Reverse] (if applicable) ______ – _________ ______ – _________ ______ – _________ ______ – _________ __________ __________ __________ __________ DATE

Corporate Address for Correspondence

That the address of the Corporation to which all communications are to be sent is:

_______________________________________________________________

Corporate Officer Signatures

That the facsimile signatures of the Corporation’s President and Secretary to be utilized on stock certificates of the Corporation and acceptable to the Corporation are as attached hereto, and as may be amended from time to time as necessary. See ‘signature capture’ pages (under separate cover) for Secretary and President IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said Corporation this day, __________.
(notarization, if not electronically signed)

By: __________________________________________ Secretary

I, ________________________, President of the afore stated Corporation, hereby witness the signature of its Secretary and that said instrument of Appointment was approved by the Board of Directors of the Corporation and that the Secretary has signed his name thereto by like order on behalf of the Corporation.
(notarization, if not electronically signed)

By: _________________________________________ President

Ver. 4-3

(Transfer Agent) ____

(Company) ________

11

FOR EXECTION BY DIGITAL SIGNATURE, THROUGH DOCUSIGN. FORWARD QUESTIONS TO agreements.appointment@dynamictransfer.com AND SEND ORIGINAL TO ADDRESS AT BEGINNING OF AGREEMENT

Attachments follow, however, signature pages are either emailed or physically sent.

Ver. 4-3

(Transfer Agent) ____

(Company) ________

12

CERTIFICATE OF CORPORATE RESOLUTION OF
______________________________________________________________________

FOR CANCELLATION OF TRANSFER AGENT APPOINTMENT

The

undersigned,

being

duly

appointed

and

qualified

Secretary

of

______________________________________________________________________, a corporation duly organized and existing under the laws of the State of _______________, does hereby certify and affirm that on __________, a duly and regularly called meeting of the Board of Directors of the aforesaid Corporation was held, and the following resolution was duly adopted by the Board of Directors pursuant to the bylaws of the Corporation. RESOLVED: that the Corporation CANCEL the appointment of

____________________________________________________________________________,

whose

address is ____________________________________________________________________________, as the Transfer Agent of the securities of this Corporation effective upon notification to it of such cancellation and that this resolution shall be the document of notification of such cancellation to it, and hereafter request that all corporate and transfer records, cancelled and blank stock certificates, a certified final shareholders list in printed form, and a copy of the same on computer disk of such records, be prepared to be picked up by a representative of the Corporation or delivered C.O.D. at the expense of the Corporation as directed by separate written directive.. This resolution is presently in due force and effect this day, __________.

________________________________ Secretary

Witness the Signature of the Secretary on behalf of the Corporation: __________________________________ President

Ver. 4-3

(Transfer Agent) ____

(Company) ________

13

CERTIFICATE OF CORPORATE RESOLUTION OF
______________________________________________________________________

FOR APPOINTMENT OF TRANSFER AGENT

The

undersigned,

being

duly

appointed

and

qualified

Secretary

of

______________________________________________________________________, a corporation duly organized and existing under the laws of the State of _______________, does hereby certify and affirm that on __________, a duly and regularly called meeting of the Board of Directors of the aforesaid Corporation was held, and the following resolution was duly adopted by the Board of Directors pursuant to the bylaws of the Corporation. RESOLVED: that the Corporation APPOINT, Dynamic Transfer Services Corp, whose

address is 3434 East Bengal Boulevard #210, Cottonwood Heights, Utah, 84121-5803, Phone 801.994.6804, Fax 866.560.7699, as the Transfer Agent and Registrar of the securities of this Corporation effective upon signing this resolution, and hereafter shall notify the corporations former transfer agent (if applicable) of cancellation of their appointment as transfer agent, and will arrange to deliver to Dynamic Transfer Services Corp, at the expense of the Corporation; transfer records, cancelled and blank stock certificates, a certified final shareholders list in printed form, and a copy of the same on computer disk of such records. This resolution is presently in due force and effect this day, __________.

________________________________ Secretary

Witness the Signature of the Secretary on behalf of the Corporation: __________________________________ President

Ver. 4-3

(Transfer Agent) ____

(Company) ________

14