Stock Transactions - Custody Agreement

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									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
              commissions;

       (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
              Exchange Commission;

       (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


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      (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
      contemplated herein.

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 Attorney shall have the right and
      power to terminate this Agreement by providing written notice to the other.

7.    There are being delivered with this Agreement to the custodian of the share certificates in
      negotiable form (with signatures guaranteed by a national bank or trust Company or
      member firm of the New York Stock Exchange) representing not less than the aggregate
      number of the Shares for the Purchase Price, set forth opposite the name of the Vendor
      Shareholder, on Schedule “A” annexed hereto. The share certificates representing the
      Shares shall be held in trust on account of the Vendor Shareholder and shall be disposed
      of in accordance with the terms, conditions and provisions of this Agreement.

8.     The custodian of the share certificates representing the Shares shall be authorized to
      accept the Purchase Price for the Shares and to dispense the balance of any amounts
      received as payment for the Shares. Upon receiving such payment, the custodian shall
      return to the Vendor Shareholder a new share certificate in an appropriate form for the
      number of Shares represented by the share certificate that was deposited with the
      custodian which are in excess of the number of the Shares to be sold by the Vendor
      Shareholder to the Underwriter.

9.    In the event the Shares are not sold by the ___ day of ____________, 2___ or in the event
      the Underwriter Agreement is terminated, the custodian upon receiving written notice of
      same shall forthwith return to the Vendor Shareholder the share certificate representing
      the Shares.
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10.   The Shares to be sold shall remain the property of the Vendor Shareholder until such time
      the custodian receives the Purchase Price set out herein and the Vendor Shareholder shall
      retain all rights attaching to the Shares until the Purchase Price is received.

11.   The Vendor Shareholder agrees that it/he/she shall indemnify and hold the custodian of
      the share certificates harmless from and against from and against any and all claims, suits,
      damages, liens, expenses, judgments and expenses, including attorney’s fees in
      connection with the custodian receiving the share certificates for the Shares.

12.   The custodian shall be entitled to act and rely on any statement, request, notice, or
      instruction required or permitted under this Agreement given to the custodian by any
      Attorney.

13.   The Vendor Shareholder hereby represents and warrants as follows:

      (a) that the Vendor Shareholder is the lawful owner of the Shares free and clear of any
          claims, liens, encumbrances, security interests, community property rights or
          restrictions on transfer and has good and marketable title to the Shares;

      (b) that the Vendor Shareholder shall not take any action which may encumber the
          Shares in any way;

      (c) that the Shares are authorized, validly issued, fully paid and nonassessable;

      (d) that the undersigned, severally and not jointly, represents and warrants that when the
          registration statement becomes effective and at all times subsequent thereto through
          such period as, the prospectus is required by law will not contain an untrue statement
          of a material fact or omit to state any material fact required to be stated there or
          necessary to make the statements not misleading;

      (c) that the Vendor Shareholder will not, for a period of _____ (___) days after the
          effective date of the registration statement, offer or contract to sell, sell, or otherwise
          dispose of the Shares owned by the Vendor Shareholder without the prior written
          consent of the Underwriter.

14.   Each term, condition or provision of this Agreement is intended to be severable. If any
      provision hereof is illegal or invalid, such illegality or invalidity shall not affect the
      validity of the remainder hereof.

15.   The parties agree that any disputes or questions arising hereunder including the
      construction or application of this Agreement shall be settled by arbitration in accordance
      with the rules of the American Arbitration Association then in force, and that the
      arbitration hearing shall be held in the city in which the principal office of the party
      requesting arbitration is located.


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16.   This Agreement shall be governed by and construed in accordance with the laws of the
      State of ___________________ applicable therein and as amended from time to time and
      shall be treated, in all respects, as a _____________ contract.

       IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the
day and year first written above.



Witness:                                               Vendor Shareholder


                                                       (COMPANY)
                                                       Per:



                                                       Name:
                                                       Title:
                                                       I have authority to bind the Company.




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                                SCHEDULE “A”




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