Form Fis 0539 Securities Escrow Agreement printable pdf download

This form is issued under Act 265, PA 1964, as amended. This form

may be required as a condition to effectiveness of Registration.

FIS 0539 (6/04) Office of Financial and Insurance Services

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

______________________________________________, hereinafter referred 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 Labor & Economic Growth seeking effective registration

under the law of the offering and sale of the following securities of the Issuer:

Title of Each Class

of Securities to be

Amount to be

Proposed Maximum

Registered

Offering Price per

Aggregate Offering

Unit

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.

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.

Form Fis 0539 Securities Escrow Agreement

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