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Transfer Agent Agreement

The issuer appoints the agent who, in accordance with this Agreement and applicable law, acts as a single transfer agent and registrar of all purchases and sales of useful shares on the portal. The officer accepts such an appointment under this agreement. In accordance with this agreement, the agent acts exclusively as agent of Netcapital and issuer and shall not owe any obligations arising from this agreement to another person, except under existing legislation. Regular and privileged shareholders have the right to vote on important corporate decisions, such as merger activities and the sale of businesses. These votes are facilitated by transfer agents who send agents to shareholders. CONSIDERING that the issuer wishes to appoint the agent as a transfer agent and the agent wishes to serve as a transfer agent and registrar for the unsealed shares of non-certified shares of common shares or preferred shares or convertible bonds, limited liability interests or limited partnership interests (the “shares”) offered or transferred to the NetCapital financing portal (“Portal”); Reciprocal money transfer agents differ from shareholders in that they never issue physical certificates at the request of shareholders when required to do so. However, investment fund representatives perform many other important tasks, such as keeping records of shareholders` accounts, tracking dividend payments and responding to shareholder requests by statement of account, income tax forms and transaction confirmations. Transfer agents work closely with registrars to ensure that investors receive their interest and dividends on time. Transfer agents must also send monthly investment returns to investment fund shareholders. Transfer agents make distributions to investors based on the Registrar`s records. For example, transfer agents send interest payments to bondholders and the face value of their bonds as soon as they mature.

Similarly, transfer agents send cash dividends to investors as soon as the companies in which they invest generate sufficient profits. Transfer agents also send shares to investors after a share split. For example, if the company has a 3-to-1 share split, each shareholder receives two additional shares for each share they already own. On the other hand, if a 10% share dividend is paid, the transfer agent would issue an additional 10 shares to shareholders holding 100 shares. The agent, as a transfer agent, records the transfer of the economic shares of the shares from time to time after the delivery of the documents that the agent deems necessary to demonstrate the transferor`s power to make such a transfer and, if necessary, to prove that the transfer taxes are paid.

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