EX1A-8 ESCW AGMT 3 tm218781d1_ex8.htm EXHIBIT 8

Exhibit 8

21-8781-1_exhibitpage008_page001.jpg Welcome to KoreTransfer September 22, 2020 Dear Govinda Giri: Thank you for choosing KoreTransfer Agency to provide stock registrar and transfer agency services for your company . We are not your traditional transfer agent. We are priced to be entrepreneur friendly, and we work hard to provide fast, accurate, and affordable serv ices. To do this , we use the KoreConX all-in-one platform. We do more than just manage securit ies. You can include shares, digital securities, options , warrants, debt instruments, promissory notes, SAFEs, etc . in your captable. You can manage compliance, gov ernance, capital raising, board of director activities and o ngo ing corporate securities-related activities . Our goal is to deliver a host of solutions that will bring all your shareholde rs/brand ambassadors, stakeholders, and partners together to operate more efficiently. To ensure the effective set up and smooth operation of your account in KoreConX all in-one platform, we request your assistance in completing and returning the attached documents. Since our business is highly regulated, we have taken the liberty of providing some basic guidelines that will facilitate a smooth and efficient working relationship: l. Al l requests for securities services, such as treasury issuances or securities holders ' lists, must be sent to your assigned Transfer Agent. 2. We can only communicate with directors on company business unless we receive wr itten authority to communicate with other parties (see the attached communicat ion authority form ) . 3.If there is a change to the company that we need to know (e.g., new director, new officer, business name, or address), your securities holders are required to know as well. Ask us about the rules surrounding shareholder disclosure and how you can use KoreConX all-in-one platform to keep things organized and updated . 4 .Finally , if you are ever unclea r or need assistance, Iam always happy to talk! 1



21-8781-1_exhibitpage008_page002.jpg TRANSFER AGENCY AND REGISTRARSHIP AGREEMENT USA MARKET THIS AGREEMENT made as of September 22, 2020 BETWEEN: Sagoon Inc. Registered Office: 1980 Teasel Court, Woodbridge, VA, 22192 USA (hereinafter referred to as the "Issuer") AND: KoreTransfer INTEGRAL TRANSFER AGENCY 635 16th St ., Niagara Falls, NY14301 (USA) (hereinafter referred to as "KoreTransfer" or Transfer Agent and Registrar) (Together referred to as the "Parties") WITNESSES THAT the parties hereto agree and covenant with each other as follows: Corporate Authority and Appointment The Issuer, having taken all necessary corporate action to authorize the execution, delivery and performance by it of this Agreement , has appointed KoreTransfer as Ti-ansfer Agent and Registrar ('shares' are herein defined as common shares, preferred shares, options, warrants, digital securities/security tokens, trust units and like securities evidenced by a book entry on the issuer's security register) and KoreTransfer accepts such appointment, upon the terms set out in this Agreement. KoreTransfer agrees to faithfully carry out and perform its duties hereunder, and upon the termination hereof, to deliver over to the Issuer the books and any documents and papers connected therewith or with the business of the Issuer transacted hereunder, against a receipt executed by the Issuer. Duty to Keep and Provide Records KoreTransfer shall keep on its secure online platform the Issuer's share ledger, register and branch registers of transfers, digital securities/security tokens and electronic certificates (eCerts as defined below), and subject to such general and particular instructions as may from time to time be given to it by or under the authority of the Board of Directors of the Issuer or any applicable law, KoreTransfer shall, in accordance with this Agreement: make such entries from time to time in the books as may be necessary in 2



21-8781-1_exhibitpage008_page003.jpg order that the accounts of each shareholder or token holder of the Issuer may be properly and accurately kept and transfers of shares properly recorded; upon payment of any applicable transfer taxes, countersign, register and issue share eCerts (as defined below) or digital securities/security tokens to the shareholders or token holders entitled thereto representing the shares/digital securities/security tokens held or transferred to them respectively; and ) furnish to the Issuer statements, lists, entries, information and material, concerning transfers and other matters, as are maintained or prepared by it as transfer agent, registrar and disbursing agent, of the Issuer. Dividend Disbursement KoreTransfer shall disburse dividends and other distributions which may be declared from time to time on the shares of the Issuer, and KoreTransfer is hereby authorized and directed to pay such dividends and other distributions after receipt at its principal office of: a certified copy of the resolution of the board of directors of the Issuer declaringsuch dividends or other distributions or· similar documentation that is acceptable to KoreTransfer, and funds in an amount sufficient for the payment of such dividends and any cost associated with delivery of funds. If any funds are received by KoreTransfer in the form other than wire transfer, KoreTransfer shall be entitled to delay the time for release of such funds until such funds sha ll be determined to have cleared the financial institution upon which the same are drawn. If KoreTransfer shall hold any amount on account of distributions which are unclaimed or which cannot be paid for any reason, KoreTransfer shall be under no obligation to invest or reinvest the same but shall only be obligated to hold same in a current or other non-interest bearing account pending payment to the person or persons entitled thereto, and shall be entitled to retain for its own account any benefit earned by the holding of same prior to its disposition in accordance with this Agreement. Authority to Act and Reliance a ) KoreTransfer will act on instructions from the Issuer and only those individuals who are authorized by a resolution of the board of directors. The Issuer shall also update KoreTransfer with any changes to their directors, officers and authorized personnel as they occur, and at a 3



21-8781-1_exhibitpage008_page004.jpg minimum annually, and supplying all items on Schedule "B". Issuer acknowledges that KoreTransfer may be required to follow various identification and verification procedures in accordance with state and federal legislation as may be enacted from time to time. Issuer therefore agrees to provide, upon the reasonable request of KoreTransfer, copies of anycorporate records, including but not limited to appropriate identification for each of the said directors and officers, as may be required by law. KoreTransfer may act upon any signature, certificate or other document believed by it to be genuine and to have been signed by the proper person or persons, or refuse to transfer a share certificate/eCert/digital securities/security tokens if it is not satisfied as to the propriety of the requested transfer. KoreTransfer will notify the Issuer in the event a transfer is refused. KoreTransfer may also act on the receipt of facsimile and similar e lectronic instructions that it believes to be genuine and to have been signed or initiated by the proper person or persons. KoreTransfer may from time to time refer any documents, requests or questions which may arise in connection with the performance of its duties hereunder to legal counsel for the Issuer, at the expense of the Issuer, or to its own counsel for an opinion thereon and shall be entitled to rely absolutely on such opinion and shall be indemnified and held harmless by the Issuer against and from any liability, cost and expense for any action taken by KoreTransfer or not taken by KoreTransfer in accordance with such instructions or advice. The Issuer represents and warrants that all shares issued and outstanding on the date of this Agreement are issued as fully paid and non-assessable and agrees that with respect to future allotments and issuances of shares, KoreTransfer shall issue and regard such shares as fully-paid and non assessable. KoreTransfer shall be entitled to treat as valid any certificate for shares purporting to have been issued by or on behalf of the Issuer prior to the date of this Agreement. Issue, Transfer, and Cancellation of Certificates KoreTransfer manages the Issuer's certificates in electronic form; such certificateswill be called ecertificates ("eCerts") or digital securities/security tokens for the purposes of this document or any correspondence. The Issuer agrees that it will promptly furnish to KoreTransfer from time to time: copies of all constating documents, amendments thereto and of all relevantby-lawsandresolutionsrelatingtothecreation, 4



21-8781-1_exhibitpage008_page005.jpg amendment, allotment and issuance of shares of the Issuer; and copies of all relevant documents and proceed ings relating to increases and reductions in the Issuer's capitalization, the reorganization of or change in its structure or the bankruptcy, insolvency, winding-up or dissolution of the Issuer. Upon receipt of a certified copy of a resolution of the directors of the Issuer authorizing the issuance of shares, together with written instructions from an authorized officer or director of the Issuer giving particulars of the registered owners of such shares, KoreTransfer shall register such shareholders and deliver eCerts representing such shares in accordance with such instructions and KoreTransfer can rely that such instructions are in compliance with exchange or regulatory requirements as promulgated from time to time. The Issuer agrees that, so long as this Agreement is in force, it shall issue no share certificates or digital securities/security tokens or any securities without such eCerts or digital securities/security tokens being created and delivered by KoreTransfer in its capacity as transfer agent and registrar. When a certificate is presented to KoreTransfer for the purpose of transfer, transfer of any of the shares in respect of which such certificate was issued will be refused by KoreTransfer. Transfers will only be performed between registered eCert holders of the company to a qualified individual or entity upon approval by the company, review of the company's bylaws, and acceptance of the qualified individual or entity who is registered in the KoreConX all-in-one platform. In the absence of bad faith, gross negligence or willful misconduct, KoreTransfer shall not incur any liability in refusing to effect any transfer-which in its judgment is improper or unauthorized, or in carrying out any transfer which in its judgment is proper or authorized. Except as spec ifically provided below, it shall not be the duty of KoreTransfer to pass on the validity of transfers of shares owing to death, transfers by parents or guardians, powers of attorney, and it is hereby authorized, at KoreTransfer's discretion, to refer all documents relating to such transfers to the legal counsel of the Issuer, at the expense of the Issuer, and KoreTransfer shall be entitled to rely absolutely upon the opinion of such legal counsel. Upon receipt of notice from the Issuer or from any shareholder/token holder that an eCert or digital securities/security tokens is missing from the company's register, KoreTransfer agrees to p lace an appropriate notation on the register of shareholders/token holders. KoreTransfer shall not be required to issue an eCert based on a claim from any potential owner of a security for any eCert that has not been recorded in the company's register unless: 5



21-8781-1_exhibitpage008_page006.jpg neither the Issuer nor KoreTransfer has received notice that the security represented by the eCert has been acquired by a good faith purchaser (as that term is used in the applicable corporate statute); the owner has filed with KoreTransfer an indemnity bond sufficient in KoreTransfer's opinion to protect the Issuer and KoreTransfer from any loss that either of the Issuer or KoreTransfer may suffer by complying with the request to issue a new certificate; and the owner has satisfied all other requirements as KoreTransfer may from time to time impose, acting reasonably, including without limitation the delivery by the owner to the Issuer and KoreTransfer of a written indemnity together with a statutory declaration that the eCert was not properly recorded in the company's register of securities. For this purpose and for the purposes of the applicable corporate statute, the Issuer hereby irrevocably delegates to KoreTransfer the power to determine the sufficiency of the indemnity bond so posted and to impose all such other reasonable requirements as KoreTransfer may from time to time require in this regard. In the case of a registered shareholder who dies where no administration is contemplated, KoreTransfer may register the transfer of shares registered in the name of the deceased shareholder upon receipt of an indemnity agreement, a waiver of probate or similar bond and any other documents satisfactory to KoreTransfer. Access to Information The Transfer Agent services are delivered through an online all-in-one platform allowing you access 24/7 along with all your stakeholders. The all in-one platform gives you complete transparency on the status of your company's corporate records, management, trades, transfers, etc. The platform provides you many features to assist you in managing your company, cap table, boardroom, and documents to make sure you are fully compliant. See Schedule "C" for more information Indemnity In addition to and without limiting any other indemnity specifically provided herein, the Issuer agrees to defend, indemnify and hold harmless KoreTransfer, its successors and assigns, and its and each of their respective directors, officers, employees and agents (the "Indemnified 6



21-8781-1_exhibitpage008_page007.jpg Parties") against and from any demands, claims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and disbursements (including expert consultant and legal fees and disbursements on a substantial indemnity, or solicitor and client, basis)/(collectively, the "Claims") that the Indemnified Parties, or any of them, may suffer or incur or that may be asserted against them, or any of them, in consequence of, arising from or in any way relating to this Agreement (as the same may be amended, modified or supplemented from time to time) of KoreTransfer's duties hereunder or any other services that KoreTransfer may provide to the Issuer in connection with or in any way relating to this Agreement or KoreTransfer's duties hereunder except that no individual Indemnified Party shall be entitled to indemnification in the event such Indemnified Party is found to have acted in bad faith, engaged in willful misconduct or been grossly negligent. For greater certainty, the Issuer agrees to indemnify and save harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), duties, assessments or other charges imposed or levied on behalf of any governmental authority having the power to tax in connection with KoreTransfer's duties hereunder. In addition , the Issuer agrees to reimburse, indemnify and save harmless the Indemnified Parties for, against and from all legal fees and disbursements (on a substantial indemnity, or solicitor and client, basis) incurred by an Indemnified Party if the Issuer commences an action, or cross claims or counterclaims, against the Indemnified Party and the Indemnified Party is successful in defending such claim. ) The Issuer agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding, and shall survive the resignation or removal of KoreTransfer or the termination of this Agreement. ) KoreTransfer shall be under no obligation to prosecute or defend any action or suit in respect of its agency relationship under this Agreement, but will do so at the request of the Issuer provided that the Issuer furnishes an indemnity satisfactory to KoreTransfer against any liability, cost or expense which might be incurred. In addition to the remedies provided herein, KoreTransfer shall be entitled to any other rights and recourses it may have against the Issuer. Limitation on Liability KoreTransfer shall not be liable for any error in judgment, for any act done or step taken or omitted by it in good faith, for any mistake, of fact or law, 7



21-8781-1_exhibitpage008_page008.jpg or for anything which it may do or refrain from doing in connection herewith except arising out of its bad faith, gross negligence or willful misconduct. In particular, but without limiting the generality of the foregoing, KoreTransfer shall, with respect to meetings of shareholders, not be liable for having relied upon or deferred to the instructions or decisions of the Issuer, its legal counsel, or the chairman of the meeting . In the event KoreTransfer is in breach of this Agreement or its duties hereunder or any agreement or duties relating to any other services that KoreTransfer may provide to the Issuer in connection with or in any way relatingto this Agreement or KoreTransfer's duties hereunder, KoreTransfer shall be liable for claims or damages only to an aggregate maximum amount equal to the amount of fees paid by the Issuer to KoreTransfer hereunder in the twelve months preceding the last of the events giving rise to such claims or damages, except to the extent that KoreTransfer has acted in bad faith, with gross negligence, or has engaged in willful misconduct. In no event shall KoreTransfer be liable for indirect or consequential damages. Amendment, Assignment and Termination Except as specifically provided herein, this Agreement may only be amended or assigned by a written agreement of the parties. Any entity resulting from the merger, amalgamation or continuation of KoreTransfer or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the dividend disbursing agent, transfer agent and registrar hereunder without further act or formality. This Agreement may be terminated by either party on 180 days' notice in writing being given to the other at the address set out above or at such other address of which notice has been given . This Agreement may be terminated by KoreTransfer on 60 days notice in writing to the Issuer in the event the Issuer refuses or fails to pay an invoice for fees and expenses, or other demand for payment issued or made pursuant to this Agreement by KoreTransfer, within 30 days of the original invoice or demand. ( e) The provisions of Sections 6(c) and 7 shall survive termination of this Agreement. (f) Upon termination of this agreement, and upon written instruction from the authorized individuals of the Issuer, KoreTransfer will send a copy of the Issuers records to a new transfer agent designated by the issuer, or in absence of a new transfer agent, to the Issuer directly. 8



21-8781-1_exhibitpage008_page009.jpg Pricing As per schedule "A". All prices in this agreement are subject to change by KoreTransfer upon 90 days written notice (email acceptable) to Issuer. Advertising and Marketing Both Parties to this agreement agree to allow the other party to: Use the logo and name of the other party on their website, marketing material, social media, and brochures; Make use of the logo and name in press releases highlighting the relationship, as long as the content of such press release is approved by the other party; All mentions of the other party must make use of publicly available information, except where the other party has approved the content . General This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable therein and the parties hereby attorn to the jurisdiction of the courts of the State of New York. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their successors and assigns. ( c ) This Agreement may be executed in counterparts and may be delivered by facsimile machine or e-mail. (d) The attached Appendices and Schedules form part of this agreement and include: Appendix 1: Checklist to Upload Appendix 2: Sample Board Resolution Appendix 3 : List of Company Officers and Directors Schedule "A": Pricing Schedule "B": Issuer Responsibilities Schedule "C" : All-in-one Platform 9



21-8781-1_exhibitpage008_page010.jpg IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto: KoreTransfer Na 6:4-s;gnatuce Name:c l 'I N Vii{I I./ Position: Fc ·U'//c-li r / {_ f:: l Date:-::;e,f > f 3C,, ·21.. /-l 10