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Promotional Shares Escrow Agreement OFR-S-14-97 - Florida
| Promotional Shares Escrow Agreement Form. This is a Florida form and can be used in Securities Offerings-Registration Blue Sky Secretary Of State . |
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STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION PROMOTIONAL SHARES ESCROW AGREEMENT This Promotional Shares Escrow Agreement ("Agreement"), which was entered into on the ______ day of _________________, _____, by and between ________________________ ("Issuer"), whose principal place of business is located in ________________________, and _____________, ____________, ____________, _____________, (the "Depositors"); and __________________________, (the "Escrow Agent"), whose principal place of business is located in ______________________, and which is domiciled in ____________________; (all of whom are herein collectively referred to as "Signatories"), witnesses that: A. The Issuer has filed an application with the Office of Financial Regulation 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 similar securities and/or possess convertible securities, warrants, options or rights which may be converted into, or exercised to purchase shares of common stock or similar securities ("Equity Securities") listed opposite their name on Exhibit A ; C. As a condition to register the Issuer's Equity Securities, the Depositors, who are security holders of the Issuer and who, for the purpose of this Agreement, are deemed to be Promoters of the Issuer, have agreed to deposit the Equity Securities listed opposite their names on Exhibit A ("Promotional Shares"), which is attached hereto and made part hereof, with the Escrow Agent; and The Signatories have agreed to be bound by the terms of this agreement. 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 Agent, 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 Issuer's written request, provide the documents that evidence and/or which are necessary to execute the exercise rights or conversion rights. The exercised or converted 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 date that the public securities offering related thereto (`public offering") is declared effective by the Office. 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. a. Subject to the documentation requirements in paragraph 5., below, the Escrow Agent shall release the Promotional Shares in the following manner. (1) When the Issuer has submitted financial statements prepared in accordance with Rule 3E-300.002(6) evidencing that the Issuer has net earnings, after tax and before extraordinary items, based on the shares to be outstanding after a successful completion of the offering of five percent (5%) of the public offering price for two (2) consecutive fiscal years, or ten percent (10%) for one (1) fiscal year, FOLLOWING THE PUBLIC OFFERING. OFR-S-14-97, Promotional Shares Escrow Agreement, Effective 11/22/10, Incorporated by Reference in Rule 69W-301.002, F.A.C. Page 1 American LegalNet, Inc. www.FormsWorkFlow.com (a) The maximum length of time for shares escrowed shall be five (5) years from the date on completion of the offering at which time the Escrow Agreement shall automatically be terminated and the shares released. b. In the event of a dissolution, liquidation, merger, consolidation, reorganization, sale or exchange of the Issuer's assets or securities (including by way of tender offer), or any other transaction or proceeding with a person who is not a Promoter, which results in the distribution of the Issuer's assets or securities ("Distribution"), while this Agreement remains in effect, the Depositors agree that: (1) All holders of the Issuer's 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, until the shareholders who purchased the Issuer's Equity Securities pursuant to the public offering ("Public Shareholders") have received, or have had irrevocably set aside for them, an amount that is equal to one hundred percent (100%) of the public offering's 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, recapitalizations and the like; and (2) All holders of the Issuer's Equity Securities shall there after participate on an equal, per share basis times the number of shares of Equity Securities they 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 that 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, or their associates or affiliates vote, or consent by consent procedure, to approve the lesser terms and conditions. d. In the event of a dissolution, liquidation, merger, consolidation, reorganization, sale or exchange of the Issuer's assets or securities (including by way of a tender offer), or any other transaction or proceeding with a person who is a Promoter, which results in a Distribution while this Agreement remains in effect, the Depositor's Promotional Shares shall remain in escrow subject to the terms of this Agreement. e. In the event securities in the escrow become "Covered Securities," as defined by the National Securities Markets Improvement Act of 1996, all securities held in escrow shall be released. 5. DOCUMENTATION REGARDING THE RELEASE OF PROMOTIONAL SHARES. a. A written request for release of the Promotional Shares ("request for release"), based upon paragraph 4., above, shall be forwarded to the Escrow Agent. (1) A request for release based upon paragraph 4., above, shall be accompanied by a certification from the underwriter (if applicable) and the Issuer's Chief Executive Officer or Chief Financial Officer which states that the public offering has terminate
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