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Model Promotional Shares Escrow Agreemtent 08-103 - Alaska
| Model Promotional Shares Escrow Agreemtent Form. This is a Alaska form and can be used in General Blue Sky Secretary Of State . |
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MODEL PROMOTIONAL SHARES ESCROW AGREEMENT This Promotional Shares Escrow Agreement (Agreement), which wa s entered into on the ________________________, _________, by and between ____________________ _____ (Issuer), whose principal place of business is located in _________________________, _____________; ___________________, ___________________, and ___________ _______ (the Depositors); and ___________________ (the Escrow Age nt), whose principal place of business is located in ________________, _________________, and which is domiciled in _________________, _________________; (all of whom are herein collectiv ely referred to as Signatories), witnesses that: A. The Issuer has filed an application with the Securities Administrator of the State of ________________________ (Administrator) to register certain of its Equity Securities for sale to public investors who are residents of that state; B. The Depositors are the owners of the shares of common stock or simila r securities and/or possess convertible securities, warrants, options or rights which may be converted into, o r exercised to purchase shares of common stock or similar securities ( Equity Securities) listed opposite their names on Exhibit A; C. As a condition to registering the Issuers Equity Securities, the Depositors, who are security holders of the Issuer and who, for the purposes of this Agreeme nt, are deemed to be Promoters of the Issuer, have agreed to deposit the Equity Securities li sted opposite their names on Exhibit A (Promotional Shares), which is attached hereto and made a part hereof, with the Escrow Agent; and D. The Signatories have agreed to be bound by the terms of this Agreemen t. THEREFORE, the Signatories agree as follows: 1. DEPOSIT OF PROMOTIONAL SHARES. The Depositors Promotional Shares have been deposited into an escrow account (escrow) with the Escrow Agen t, and the Escrow Agent hereby acknowledges the receipt thereof. 2. EXERCISE OR CONVERSION OF PROMOTIONAL SHARES. If the Promotional Shares have exercise rights or conversion rights, the Escrow Agent shall, upon receipt of the Issuers written request, provide the documents that evidence and/or which are necessary to execute the exercise rights or conversion rights. The exercised or conve rted Promotional Shares shall remain in escrow subject to the terms of this Agreement. 3. TERM. The term of this Agreement and the escrow shall begin on the da te that the public securities offering relating thereto (public offering) is decl ared effective by the Administrator. The Promotional Shares shall be held by the Escrow Agent until they are released in accordance with paragraph 4., below. 4. RELEASE OF PROMOTIONAL SHARES. American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 a. Subject to the documentation requirements set forth in paragraph 5., below, the Escrow Agent shall release the Promotional Shares upon the first occurrence of one of t he following events. (1) Twenty-five percent (25%) of each Depositors Promotional Shares shall be released from escrow on the public offerings sixth (6th), seventh (7th), eighth (8th) and ninth (9th) annual anniversary dates. (2) One hundred percent (100%) of the Depositors Promotional Sha res shall be released from escrow if: (a) The Issuer had an annual, after-tax net income, that was derived from its normal operations, exclusive of extraordinary and nonrecurring items, determined according to generally accepted accounting principles, consistently applied (net income), that was at least equal to five percent (5%) of the aggregate public offering for any two (2) consecutive, f iscal years after the public offerings effective date; (b) The Issuer had an average, annual net income that was at least equ al to five percent (5%) of the aggregate public offering for any five (5) consecutive, fiscal years after the public offerings effective date; (c) At least one (1) year after the public offerings effective d ate, the Issuers Equity Securities traded on a reliable public securities mar ket, e.g. the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System, at a price that was at least equal to one hundred seventy-five percent (175%) of the public offerings price per share, adjusted for stock splits, stock dividends, recapitalization and the like, for at least ninety (90) consecutive trading days; (d) The public offering has been terminated, and no securities were sold pursuant thereto; or (e) The public offering has been terminated, and all of the gross proc eeds that were derived therefrom have been returned to the public investors. b. In the event of a dissolution, liquidation, merger, consolidation, reorganization, sal e or exchange of the Issuers assets or securities (including by way of t ender offer), or any other transaction or proceeding with a person who is not a Promoter, whi ch results in the distribution of the Issuers assets or securities (Distribution ), while this Agreement remains in effect, the Depositors agree that: (1) All holders of the Issuers Equity Securities will initially share on a pro rata, per share basis in the Distribution, in proportion to the amount of cash or other consideration that they paid per share for their Equity Securities (pro vided that the American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 3 Administrator has accepted the value of the other consideration), until the shareholders who purchased the Issuers Equity Securities pursuant to the public offering (Public Shareholders) have received, or have had irre vocably set aside for them, an amount that is equal to one hundred percent (100%) of the public offerings price per share times the number of shares of Equity Securities that they purchased pursuant to the public offering and which they still hold at the time of the Distribution, adjusted for stock splits, stock dividends rec apitalizations and the like; and (2) All holders of the Issuers Equity Securities shall thereafter participate on an equal, per share basis times the number of shares of Equity Securities t hey hold at the time of the Distribution, adjusted for stock splits, stock dividends , recapitalizations and the like. c. The Distribution may proceed on lesser terms and conditions than the terms and conditions stated in paragraph 4.b., above, if a majority of the Equity Securities that are not held by Depositors, officers, directors, or Promoters of the Issuer, o
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