Form 2875.9940 - Escrow Agreement Template printable pdf download

2875.9940 ESCROW AGREEMENT.

ESCROW AGREEMENT

THIS ESCROW AGREEMENT made and entered into this ____________ day of

_________________________________, 20__, by and between

______________________________________________________ (herein collectively referred to as

Depositors); ________________________________, a corporate fiduciary with principal office in

__________________________________________________ (hereinafter called the Escrow Agent);

___________________________________________________ a corporation with principal offices in

_____________________________________________________________________________________

(hereinafter called the Issuer) and the commissioner of commerce for the State of Minnesota (hereinafter

called the commissioner);

WITNESSETH THAT:

Each of the Depositors is the owner of

______________________________________________________________________________________

(description of security) of the Issuer and each owns the number of units of such security listed opposite his

or her name on Annex A, attached hereto and made a part hereof.

The Issuer has applied to the commissioner for registration of its securities for sale to residents of

Minnesota, and as a condition of registration the Depositors, the Escrow Agent and the Issuer agree to be

bound by this Agreement and the applicable rules and regulations of the commissioner.

Each of the Depositors has deposited the securities listed opposite his or her name on Annex A

with the Escrow Agent, and the Escrow Agent hereby acknowledges receipt thereof. These securities are

herein collectively referred to as “escrowed securities.”

THEREFORE, the parties agree as follows:

1. The Escrow Agent agrees to hold the escrowed securities until such time as Escrow Agent shall

receive a written release issued by the commissioner permitting the release from escrow of all or a part of

the escrowed securities held under this Agreement. Upon receipt of such release, the Escrow Agent may

release to each Depositor all or a part of the escrowed securities in accordance with the order of the

commissioner.

Subject to the above provisions, the term of escrow under this Agreement shall run for a period of

______________ years from the date of the Order of Registration, unless at an earlier date the Issuer shall

have demonstrated annual net earnings, after taxes and excluding extraordinary items, determined in

accordance with generally accepted accounting principles, for any two consecutive years after the date of

the Order of Registration, of at least _______________ percent of an amount determined by multiplying the

total number of outstanding shares of the Issuer, including the escrowed securities, by the average price per

share paid by public investors. The existence of the required annual net earnings shall be demonstrated by

certification to that effect furnished to the commissioner by an independent certified public accountant or an

authorized officer of the issuer. In addition, the Issuer and each of the Depositor shall furnish the

commissioner a written statement that none of the escrowed securities nor any interests therein have been

sold, transferred or otherwise disposed of (except as permitted by paragraph #4) as a condition of the

release from escrow.

2. Notwithstanding any provision of paragraph 1, the commissioner may, in his or her discretion,

terminate the term of escrow with respect to all or any part of the escrowed securities of any Depositor

before the expiration of the period of occurrence of the event specified in paragraph 1 and release such

securities if the commissioner determines that the release of such securities to the Depositor(s) will not be

detrimental to the Issuer, the public investors or any other party concerned. At the time of release by the

commissioner of any securities from escrow, the application of this Agreement shall terminate with respect

to the securities so released.

3. While it is held in escrow pursuant to this Agreement, no escrowed security nor any interest

therein, nor any right or title thereto, may be sold or transferred, by means of transfer of the security

separate from the certificate representing it or otherwise, without the prior written release of the

commissioner, except that the release of the commissioner need not be obtained to transfer escrowed

shares by will or the laws of descent and distribution or otherwise by order or process of any Court.

4. Upon receipt of such written release from the commissioner directing that some or all of the

escrowed securities of the Depositor held under this Escrow Agreement be released for the purpose of

transfer to another person against concurrent deposit of the securities so transferred, the Escrow Agent may

release such securities but only against such deposit under this Agreement of all the transferred securities.

The commissioner shall authorize such transfer of the escrowed securities only upon receipt of a signed

Form 2875.9940 - Escrow Agreement Template

Related Articles

Related forms

Related Categories