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Securities Escrow Agreement FIS-0539 - Michigan
| Securities Escrow Agreement Form. This is a Michigan form and can be used in Securities Filing Securities Blue Sky Secretary Of State . |
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FIS 0539 (6/01) Office of Financial & Insurance Services Division of Securities Securities Escrow Agreement This Agreement is made and entered into this day of ,by and between ,a corporation, hereinafter referred to as "The Issuer", and , hereinafterreferred to as the "Escrow Agent" and , security holder of the above Issuer, hereinafter referred to as "Security Holder". WHEREAS, a Registration Statement, pursuant to Act 265 of the Public Act of 1964, as amended, has been filed with the Office of Financial and Insurance Services (OFIS), Michigan Department of Consumer and Industry Services seeking effective registration under the law of the offering and sale of the following securities of the Issuer: Title of Each Class Amount to be Proposed Maximum Proposed Maximum of Securities to be Registered Offering Price per Unit Aggregate Offering Registered Price AND WHEREAS, one of the requirements of the Department for registration of the above securities is that certain securities be deposited in escrow. NOW, THEREFORE, in compliance with the above mentioned requirement and in consideration of the mutual promises, agreements, and undertakings herein outlined, the following conditions (the "Conditions") by and between the parties are agreed to as follows: (1) Security Holder shall deposit with the Escrow Agent the following securities of which he is the sole owner beneficially and of record: Certificate numbered representing shares of common stock of the Issuer. (2) The securities while in escrow: (a) Will not share in assets in dissolution or liquidation until and unless the remaining Security Holders have been paid a liquidating dividend equal to the public offering price. (b) Will not be assigned, sold, transferred, or disposed of except by will or pursuant to the laws of descent and distribution either in whole or in part and in the case of every such transfer, the transferee shall execute an escrow agreement identical to this agreement and shall redeposit the securities in escrow under the same terms. Our Web address is http://cis.state.mi.us/ofis This form is issued under Act 265, PA 1964, as amended. This formOur toll free number is 1-877-999-6442 may be required as a condition to effectiveness of registration.RETURN COMPLETED APPLICATION TO: Division of Securities P.O. Box 30701 Lansing MI 48909-8201 <<<<<<<<<********>>>>>>>>>>>>> 2 (c) Shall not share in any cash dividend or distribution unless the same is paid out of earned surplus and in furtherance hereof, the Security Holder agrees to donate into the treasury of the issuer any such dividend or distribution not paid out of earned surplus; this condition shall no longer apply if and when all other security holders have received a liquidating dividend equal per share to the offering price of the securities registered as noted above. (d) May participate in stock dividend but in that event the Security Holder agrees forthwith to deposit any share so received in escrow upon the same terms as herein set forth. (e) May be canceled, transferred or released from escrow by OFIS in whole or in part. None of said securities shall be canceled without the consent of the Security Holder.(3) The Escrow Agent shall release to the Security Holder these securities uncanceled upon any of the following events: (a) The Issuer has earned an average annual net income per share of 6% of the public offering price (based on the average number of shares outstanding during the period as determined by an audit made by an independent certified public accountant) on the class of securities held in escrow for a two year period beginning after the completion of the public offering. (b) The market price of the class of securities held in escrow, as determined from the quotations issued on such class of securities in the NASDAQ System, remains above the greater of the public offering price of $5.00 per share over any period of six consecutive months beginning at least six months after the completion of the public offering. (c) The passage of five years from the date on which the public offering is completed. (d) Receipt of the order of the Office of Financial and Insurance Services ordering that the securities be released from escrow. Such order may be issued by the Office of Financial and Insurance Services upon a showing by the Issuer or Security Holder that equity demands such release.(4) The Issuer shall furnish or cause to be furnished to the Division of Securities of the Office of Financial and Insurance Services copies of all executed securities escrow agreements.(5) The Escrow Agent shall keep a record, simultaneously with the receipt of each such deposit of securities, of the names and addresses of each Security Holder and the amount of their respective interest.(6) Upon making delivery to the Security Holder of the securities held in escrow pursuant to<<<<<<<<<********>>>>>>>>>>>>> 3 paragraph (3) above of this Agreement, the Escrow Agent shall be released from any further liability, it being expressly understood that liability is limited by the terms and provisions set forth herein and that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository, and is not as such responsible or liable for the sufficiency, correctness, genuineness or validity of the instruments presented to it.(7) The following legend will appear on the reverse side of the escrowed certificates: THESE SECURITIES MAY BE TRANSFERRED ONLY UPON THE AUTHORIZATION OF AND ACCORDING TO THE INSTRUCTIONS OF THE COMMISSIONER, OFFICE OF FINANCIAL AND INSURANCE SERVICES, MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES. The issuer shall be responsible for placing the legend on the certificates.(8) Notice to the Security Holder, his heirs, or assigns as to any action by OFIS with reference to the securities held in escrow by the Escrow Agent shall be full and valid notice if sent by certified mail, prepaid, addressed to the Security Holder at the last address furnished in writing to OFIS by the issuer with reference to the shares held in escrow.(9) Escrow Agent is authorized to act in reliance upon the sufficiency, correctness, genuineness or validity of any instrument or document or other wiring submitted to it hereunder and shall have no liability with respect to said matters. Escrow Agent shall not be responsible for the marketability of any title. Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith
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