Agreement with Action Stock Transfer Corporation - Transfer Agent


    


    


    Exhibit
      10.1 Transfer Agent & Registrar Agreement

    


    AGREEMENT

     

    This
      agreement made and entered into the 20th day of July, 2007, by and between
      Action
      Stock Transfer Corporation hereinafter
      referred to as Action
      and
      Plata
      Resources, Inc.
      hereinafter referred to as the Company. 

     

    WHEREFORE:
      

     

    1.
      Action
      shall be
      and is hereby appointed Transfer Agent and Registrar for the securities of
      the
      Company. 

     

    2.
      An
      authorized officer of the Company shall file the following with Action
      before
Action
      commences to act as Transfer Agent: 

     

    A.
      A copy
      of the Articles of Incorporation of the Company and all amendments thereto,
      and
      a copy of the Certificate of Incorporation as issued by the State of
      Incorporation. 

     

    B.
      A copy
      of the by-laws of the Company incorporating all amendments thereto.


     

    C.
      Specimens of all forms of outstanding certificates for securities of the
      Company, in the forms approved by the Board of Directors. 

     

    D.
      A list
      of all outstanding securities together with a statement that future transfers
      may be made without restriction on all securities, except as to securities
      subject to a restriction noted on the face of said securities and in the
      corporate stock records. 

     

    E.
      A list
      of all shareholders deemed to be considered "insiders" or "control persons"
      as
      defined in the Securities Act of 1933 & 1934 and other acts of Congress and
      rules and regulations of the United States Securities and Exchange Commission
      when applicable. 

     

    F.
      The
      names and specimen signatures of all officers who are and have been authorized
      to sign certificates for securities on behalf of the Company and the names
      and
      addresses of any other Transfer Agents or Registrars of securities of the
      Company. 

     

    G.
      A copy
      of the resolution of the Board of Directors of the Company authorizing the
      execution of this Agreement and approving the terms and conditions herein.
      

     

    H.
      His
      certificate as to the authorized and outstanding securities of the Company,
      its
      address to which notices may be sent, the names and specimen signatures of
      the
      Company's officers who are authorized to sign instructions or requests to the
      Transfer Agent on behalf of this Company, and the name and address of legal
      counsel to this Company. 

     

    I.
      In the
      event of any future amendment or change in respect of any of the foregoing,
      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 the Transfer Agent may deem necessary or appropriate.
      

     

     

    
      
         

      

      
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    3.
      Action,
      as
      Transfer Agent, shall make original issues of securities upon the written
      request of the Company and upon being furnished with a copy of a resolution
      of
      the Board of Directors of the Company authorizing such issue certified by the
      Corporate Secretary. 

     

    4.
      The
      Company hereby authorizes Action
      to
      purchase from time to time, certificates as may be needed by it to perform
      regular transfer duties; not to exceed 2,000 without prior written approval
      of
      the Company, with such costs being paid in advance by the Company. Such
      certificates shall be signed manually or by facsimile signatures of officers
      of
      the Company authorized by law or the by-laws of the Company to sign certificates
      and if required, shall bear the corporate seal of the Company or a facsimile
      thereof. 

     

    5.
      Transfer of securities shall be made and effected by Action
      and
      shall be registered and new certificates issued upon surrender of the old
      certificates, in form deemed by Action
      properly
      endorsed for transfer, with all necessary endorser's signatures guaranteed
      in
      such manner and form as Action
      requires
      by a guarantor reasonably believed by Action
      to be
      responsible accompanied by such assurances as Action
      shall
      deem necessary or appropriate to evidence the genuineness and effectiveness
      of
      such necessary endorsement, and satisfactory evidence of compliance with all
      applicable laws relating to collection of taxes, if any. That all transfer
      of
      securities and issuance and certificates shall be at a fee chargeable by
Action
      at its
      discretion. Such fee to be paid by such person, persons, firms or corporations
      requesting such transfer. 

     

    6.
      In
      registering transfers, Action
      may rely
      upon the Uniform Commercial Code or any other statute which in the opinion
      of
      Counsel protects Action
      and the
      Company in not requiring complete documentation in registering transfer without
      inquiry into adverse claims, in delaying registration for purposes of such
      inquiry, or in refusing registration wherein its judgment and adverse claims
      require such refusal. The Company agrees to hold Action
      harmless
      from any liability resulting from instructions issued by the Company.


     

    7.
      When
      mail is used for delivery of certificates, Action
      shall
      forward certificates in "non- negotiable" form by first class, registered or
      certified mail. 

     

    8.
      Action,
      as
      Transfer Agent, may issue new certificates in place of certificates represented
      to have been lost, destroyed, or stolen, upon receiving indemnity satisfactory
      to Action,
      and may
      issue new certificates in exchange for, and upon surrender of mutilated
      certificates. 

     

    9.
      In
      case of any request of demand for the inspection of the records of the Company
      held by Action,
      Action
      shall
      endeavor to notify the Company and to secure instructions as to permitting
      or
      refusing such inspection. However, Action
      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 do so. 

     

    10.
      In
      case any officer of the Company who shall have signed manually or whose
      facsimile signature shall have been affixed to blank certificates shall die,
      resign, or be removed prior to the issuance of such certificates, Action
      may
      issue and register such certificates as the certificates of the Company
      notwithstanding such death, resignation, or removal; and the Company shall
      file
      promptly with Action
      such
      approval, adoption, or ratification as may be required by law. 

     

    11.
      Action
      shall
      maintain customary records in connection with its agency, all of which shall
      be
      available for inspection by the Company at all reasonable times. 

     

    12.
      Action
      is
      authorized by the Company to use its own judgment in matters affecting its
      duties as Transfer Agent, and in its discretion may apply to and act upon
      instructions of its own counsel or of the counsel of the Company in respect
      to
      any questions arising in connection with such agency, all legal fees to be
      at
      the expense of the Company and Action
      is
      hereby relieved of any responsibility to the Company and is indemnified by
      the
      Company as to any responsibility to third persons, for action taken in
      accordance with advice of such counselor its own judgment, remaining liable
      only
      for its own willful default or misconduct. 

     

    13.
      Action
      shall be
      indemnified by the Company for any acts of Action
      based
      upon: 

     

     

    
      
         

      

      
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              A.
                Any paper or document reasonably believed by it to be genuine and
                to have
                been signed by the proper person or persons; and
                

            


    

     

    
      	 	
              B.
                Its recognition of certificates which it reasonably believes to bear
                the
                proper manual or facsimile signatures of the officers of the Company
                and
                the proper counter-signature of the Transfer Agent.
                

            


    

     

    14.
      Action
      shall
      not be held to have notice of any change of authority of any officer, employee
      or agent of the Company until receipt of written notification thereof from
      the
      Company. 

     

    15.
      So
      long as Action
      has
      acted in good faith and with due diligence and without negligence, the Company
      shall assume full responsibility and shall indemnify Action
      and save
      it harmless from and against all actions and suits, whether groundless or
      otherwise, and from and against any and all losses, damages, costs, charges,
      counsel fees, payments, expenses and liabilities arising directly or indirectly
      out of agency relationship to the Company. Action
      shall
      not be under any obligation to prosecute or to defend any action or suit in
      respect of such agency relationship which, in opinion of its counsel, may
      involve it in expense or liability, unless the Company shall, so often as
      reasonably requested, furnish Action
      with
      satisfactory indemnity against such expense or liability. Action
      shall be
      without liability to the Company, and is hereby indemnified from any liability
      to third persons, from Action's
      refusal
      to perform any act in connection with this agency, wherein reliance upon opinion
      of its counsel, Action
      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.


     

    16.
      The
      Company may remove Action
      as
      Transfer Agent at any time by giving a 30 day written notice in the form of
      a
      resolution from the Board of Directors calling for such removal (a copy of
      such
      resolution shall be furnished to Action)
      and
      upon the payment of any and all reasonable charges owing to Action.
      Action
      may resign as Transfer Agent at any time giving written notice of such
      resignation to the Company at its last known address, and thereupon its duties
      as Transfer Agent shall cease. 

     

    17.
      This
      agreement may not be assigned by Action
      without
      express written consent of the Company. 

     

    18.
      Action
      may,
      at
      its sole discretion, pay a finders fee to any person, persons or entity for
      referring the company to Action.
      Any
      finders fee agreement entered into by Action,
      which
      is directly related to this agreement between Action
      and
      the
      company, will be made available to the company for inspection upon written
      request. 

     

    19.
      Action
      may
      increase its transfer rates as it deems necessary, without notification to
      client. 

     

    20.
      The
      Company was chartered under the laws of the State of Nevada by Certificate
      of
      Incorporation filed in the office of the Secretary of State on the 17th day
      of
      July, 2007. 

     

    21.
      The
      total number of shares of each class of the securities which the Company is
      now
      authorized to issue and the number thereof now issued and outstanding
      is:

     

    A.
      Class:
      Common shares 

     

    B.
      Par
      Value: $0.001 

     

    C.
      Authorized: 750,000,000

     

    D.
      Issued
      and Outstanding: Nil

    


    22.
      The
      duly elected and qualified officers and directors of this Corporation, all
      owners of more than 10% of the Company’s outstanding stock (“principal
      shareholders") and all affiliates, as defined in SEC Rule 144(a)(1), are as
      follows: 

     

     

    
      
         

      

      
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              Title

            	
               

              Name
                and Address

            	
               

              Signature

            
	 	 	
              (Required
                only for officers
                and directors)

            
	
              President
                and Chief Executive Officer

            	
              Dexter
                R. Caliso

              2911
                Park Avenue, Pasay
                City

              Metro
                Manila, Philippines

            	
               

              DEXTER
                R. CALISO

            
	 	 	 
	
              Chief
                Financial Officer, Chief
                Accounting Officer

              and
                Secretary Treasurer

            	
              Presentacion
                A. Coranes

              2432
                M. Dela Cruz Street

              Pasay
                City, Philippines

            	
              PRESENTACION
                A.
                CORANES

            


    

     

    23.
      That
      the name, address, and phone number of Counsel to the Company is: 

     

    Not
      appointed yet. 

     

    24.
      That
      the address and phone number of the Company to which all communication are
      to be
      sent:

     

    2911
      Park
      Avenue, Pasay City, Metro Manila, Philippines

     

    25.
      That
      the names and addresses of all past and present Transfer Agents (other than
      Action)
      are:


     

    Not
      applicable. 

     

    No
      other
      transfer agent since inception 

     

    
      	
              Company: Plata
                Resources, Inc.

            	
              Action
                Stock Transfer Corporation

            
	 	 
	
              By: DEXTER
                R. CALISO

            	
              By: JUSTEENE
                BLANKENSHIP

            
	
              Dexter
                R. Caliso - President

            	
              President

            


    

     

    


    


    
      
         

      

      
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