This is an agreement between a shareholder and an underwriter for the purchase and
sale of shares in a specific corporation. This agreement sets forth the number of shares
and the price per share of the transaction. Additionally, this agreement provides that the
shareholder wishes to appoint an attorney that will act on their behalf to complete the
transaction. The original Underwriter Agreement can be attached to this agreement
under “Schedule A.” This agreement can be used by shareholders of a small business
or corporation that want to sell their shares to an underwriter.
STOCK TRANSACTIONS – CUSTODY AGREEMENT
THIS AGREEMENT (the “Agreement”), is made this ____ day of ________, 2___, by
and between ___________________ (the “Vendor Shareholder”) a shareholder of
___________________ (the “Company”) duly incorporated under the laws of the State of
WHEREAS the Vendor Shareholder is the owner of __________ (___)shares of [insert
type of stock, for example, common] stock (the “Shares”) in the capital stock of the Company
and desires to sell its/his/her Shares for the total consideration of ____________ ($_____) per
share being ______________ ($_____) Dollars in the aggregate (the “Purchase Price”).
AND WHEREAS the Vendor Shareholder shall sell the Shares to ____________ (the
“Underwriter”) for the Purchase Price set out herein and on such other terms, conditions and
provisions as contained herein and pursuant to the terms, conditions and provisions of an
Underwriter Agreement (the “Underwriter Agreement”) entered into between the Vendor
Shareholder and the Underwriter dated the ____ day of __________, 2___.
NOW THEREFORE IN CONSIDERATION of the promises and other good and
valuable consideration set forth, the parties agree as follows:
1. The Vendor Shareholder hereby nominates and appoints ___________________ as the
lawful attorney of the Vendor Shareholder (the “Attorney”) and hereby grants to the
Attorney all of the right, power and authority to act in the name of the Vendor
Shareholder and to execute and deliver any of the following:
(a) the Underwriter Agreement in the form annexed hereto as Schedule “A” together
with all amendments, additions, deletions, modifications as may be necessary,
provided that such execution of the Underwriter Agreement by the Attorney shall
include the Purchase Price as set out herein less any of the underwriting
(b) to enter into any and all necessary communications which may be necessary or
required by the Securities and Exchange Commission in respect of the transaction
contemplated herein, including without limitation, any and all requests which may
be made or are made for any acceleration of the closing date of this transactions or
the effective date of the registration statement filed with such Securities and
(c) to execute and deliver any and all required letters of transmittal in respect to the
transaction contemplated herein;
(d) to execute and deliver any and all documentation which may be necessary or
desirable to give effect to the transaction contemplated herein and to give effect to
the Underwriter Agreement; and
(e) to record the transfer of the Shares in the books and records of the Company.
2. The Vendor Shareholder agrees that it/he/she shall indemnify and hold harmless the
Attorney from and against any and all claims, suits, damages, liens, expenses, judgments
and expenses, including attorney’s fees in connection with the Attorney acting on behalf
of the Vendor Shareholder.
3. Any and all authority granted by the Vendor Shareholder to the Attorney pursuant to this
Agreement shall be subject to any and all interests of the Underwriter, the Company and
any shareholder who has or may become a party to the Underwriter Agreement.
4. The Underwriter, Company and the Vendor Shareholder has declared a considerable
interest in the reassurance that in the event any of the parties to this Agreement die,
become incapacity or insolvent, the Shares shall continue to be available for sale and
delivery upon receiving payment for same.
5. The authority granted herein by the Vendor Shareholder to the Attorney shall be
irrevocable and shall not be terminated by any act or by law and the Attorney shall
continue to perform and carry out its/his/her duties to give effect to the transaction
6. In the event the transaction contemplated herein is not completed and finalized pursuant
to the terms of the Underwriter Agreement and this Agreement by the ____ day of
__________, 2___, then the Vendor Shareholder or its A