Corporate Stock Escrow Agreement

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CORPORATE STOCK ESCROW AGREEMENT

A well-drafted Escrow Agreement will:

Provide for the safety of some asset or right prior to the close of some transaction.
Provide for the terms by which an Escrow Agent will release such asset or right upon the fulfillment of some condition stipulated in the Escrow Agreement.
Provide for the selection and payment of the Escrow Agent for services rendered.
Provide for the indemnification of the Escrow Agent.

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Provision Information & Benefits:
The following information and benefits is what distinguishes us from other online providers.

Definition
The Escrow is merely a legal right held by some third party (Escrow Agent) for the benefit of the first (usu. Grantor) and second (usu. Grantee) contracting parties to be released to one of the two contracting parties upon satisfaction (or, alternatively, the failure) of some condition usually stipulated in an Escrow Agreement.

Stock Escrow
The Escrow Agent holds the borrower's stock certificates as security (collateral) pending the satisfaction of payment on a promissory note. One party (Lender) lends the corporation or shareholder (Borrower) money pursuant to a promissory note and the borrower's stock is held in escrow as collateral against the loan. Upon satisfaction of the note, the stock returns to the borrower. However, if there is a default on the note, the escrow agent releases the stock to the lender.

Voting Rights
Unless and until default under the note, the shareholders of the certificates held in escrow, shall be able to vote such shares through the Escrow Agent as Proxy.

Other Important Provisions
ust include provisions appointing an Escrow Agent. Must include the conditions under which the the rights are deposited and under which the Escrow Agent may release such right(s). Must include who will open the escrow account, where the escrow account will exist, and if, and to what extent, compensation will be given for the services of the Escrow Agent.

Mediation and Arbitration
Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).

Governing Law
Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to client (Buyer) as possible.

No Modification or Waiver
No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.

Notices
Notices should always list the current and best addresses where each party may contact the other for whatever reason.

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