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Impoundment Agreement IA - Minnesota
| Impoundment Agreement Form. This is a Minnesota form and can be used in General Blue Sky Secretary Of State . |
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2875.9945 IMPOUNDMENT AGREEMENT. THIS IMPOUNDMENT AGREEMENT made and entered into this ____________ day o f _____________, 20__, by and between ___________________________ (hereinafter called the Issuer), _ _______________________________ (a national or state) banking association or trust company with principal offices in _ _______________________ (hereinafter called the Impoundment Agreement), and _________________________ whose address is ___________________________________ (hereinafter called the Underwriter); WITNESS THAT: WHEREAS, Issuer has applied to the commissioner of commerce for the Stat e of Minnesota (hereinafter called the commissioner) for registration of _________________________________ (d escription of securities) for sale to the residents of theState of Minnesota; and WHEREAS, as a condition of registration of such offering under the Secur ities Laws of the State of Minnesota thecommissioner requires that the Issuer provide for the impoundment of the proceeds to be received from such offering of securities;and WHEREAS, the Issuer, the Impoundment Agreement and the Underwriter desir e to enter into an agreement with respect toagreements set forth herein, the parties hereto agree as follows: 1. PROCEEDS TO BE PLACED IN ESCROW: All proceeds received from the sale of the securities subject to this Impoundmen t Agreement on or after the date hereofshall be paid to the Impoundment Agent within two business days from the date of sale and deposited by Impoundment Agent in anescrow account. During the term of this Impoundment Agreement, the Issu er and Underwriter shall cause all checks received bythem in payment for such securities to be either payable to the Impoundm ent Agent or endorsed forthwith to the ImpoundmentAgent. 2. IDENTIFY OF SUBSCRIBERS: The Issuer and Underwriter shall cause to be delivered to the Impoundmen t Agent two signed counterparts of each Subscription Agreement which shall contain, among other things, the name and address of each subscriber thereto, the date andamount subscribed, and the amount paid, or, in the alternative, shall fu rnish to the Impoundment Agent with each deposit of funds inthe impoundment a list of the persons who have subscribed the money, sho wing the name, address, date and amount of subscription, and amount of money paid. All proceeds so deposited shall remain the property of the subscriber and shall not besubject to any liens or charges by the Impoundment Agent of Underwriter, or judgments or creditors claims against the Issuer untilreleased to the Issuer as hereinafter provided. 3. DISBURSEMENT OF FUNDS: Upon the receipt by Impoundment Agent of amounts paid in or not less tha n $__________, the Impoundment Agent shallforthwith notify the commissioner in writing of the impoundment of such amounts. Upon receipt by Impoundment Agent of writtenauthorization from the commissioner, then said Impoundment Agent, on dem and of the Issuer, shall pay over to the Issuer allimpounded funds. If the specified minimum amount of proceeds have not b een impounded during the term of impoundment, then,within three business days after the last day of the term of impoundment , the Impoundment Agent shall notify the commissioner inwriting that the conditions of impoundment have not been satisfied, and shall within a reasonable time, but in no event not morethan thirty (30) days after the last day of the term of impoundment, r efund to each subscriber at the address appearing on theSubscription Agreement or list of subscribers, or at such other address as shall be furnished the Impoundment Agent by thesubscriber in writing, all sums paid pursuant to the subscription, and s hall then notify the commissioner in writing of such refund. 4. TERM OF IMPOUNDMENT: This impoundment shall terminate on the _____________ day following the effective date of the registration of the Issuers securities in the State of Minnesota, unless extended by the consent in writing of the parties hereto and all subscribers to thesecurities subscribed to date and the commissioner. Upon termination he reof, whether after extension or otherwise, the Impoundment Agent shall disburse the funds in the impoundment account in the manner and upon the terms directed in paragraphthree hereof. The Issuer may abandon the sale of securities anytime pri or to the date above. Upon the receipt of a copy of theResolution authorizing said abandonment, duly attested to by the Secreta ry of the Issuer, accompanied by the written consent of thecommissioner, Impoundment Agent shall be authorized to refund the moneys received from the subscribers. 5. TERMINATION BY REVOCATION OR SUSPENSION: If at anytime prior to the termination under paragraph four of this impo undment, said Impoundment Agent is advised by thecommissioner that the registration to sell securities has been revoked o r suspended, said Impoundment Agent shall thereuponreturn all funds to the respective subscribers. 6. CONSENT OF COMMISSIONER TO RELEASE FUNDS: No funds shall be released to the Issuer hereunder except upon the expre ss written authorization of the commissioner. Ifthe commissioner finds that any conditions of this Agreement have not be en satisfied, or that any provisions of the MinnesotaSecurities Laws or regulations have not been complied with, then the com missioner may withhold such authorization for release offunds by the Impoundment Agent to the Issuer and may direct the Impoundm ent Agent to return the funds to the subscribers. Inmaking a determination hereunder, the commissioner may require from the Issuer a statement of all expenses and/or all amountspaid into the escrow, certified by an independent certified public accou ntant or an officer of the Issuer and any further financial orother information as the commissioner may deem appropriate or helpful in making such determination. 7. INSPECTION OF RECORDS: American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 The commissioner may, at any time, inspect the records of the Impoundmen t Agent, insofar as they relate to this Impoundment Agreement, for the purpose of determining compliance with an d conformance to the provisions of this ImpoundmentAgreement. 8. DUTY AND LIABILITY OF THE IMPOUNDMENT AGENT: The sole duty of the Impoundment Agent, other than as herein specified, shall be to receive said funds and hold themsubject to release, in accordance with the written instructions of the c ommissioner, and the Impoundment Ag
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