海角黑料

Private Company Secondary Sale Escrow and Funds-Flow Instructions 鈥� Delivery Versus Payment

Matter Completion Sheet 鈥� Complete Before Circulation

ESCROW AND FUNDS-FLOW INSTRUCTIONS

These Private Company Secondary Sale Escrow and Funds-Flow Instructions (these 鈥泪苍蝉迟谤耻肠迟颈辞苍蝉鈥�) are entered into as of [DATE] by [SELLER LEGAL NAME] (鈥沦别濒濒别谤鈥�), [PURCHASER LEGAL NAME] (鈥淧耻谤肠丑补蝉别谤鈥�), [COMPANY LEGAL NAME] (the 鈥淐辞尘辫补苍测鈥�), and [ESCROW AGENT LEGAL NAME] (鈥淓scrow Agent鈥�).

Recitals

A. Seller and Purchaser entered into a Stock Purchase Agreement dated [DATE] (the 鈥淧urchase Agreement鈥�) for the transfer of [NUMBER] shares of [CLASS/SERIES] stock of the Company (the 鈥沦丑补谤别蝉鈥�).

B. The parties desire a controlled delivery-versus-payment Closing in which funds, transfer instruments, Company approvals and stock-ledger actions are released in a defined sequence.

C. Escrow Agent is willing to hold and release the Escrow Property on the limited terms of these Instructions and its approved engagement terms identified on Schedule 1.

The parties agree as follows:

1. Defined Terms and Priority

鈥淎uthorized Representative鈥� means a person listed with authenticated contact information on Schedule 2. 鈥淏usiness Day鈥� means a day on which Escrow Agent鈥檚 bank and banks in [CITY] are open. 鈥淐losing Conditions Certificate鈥� means the certificate in Exhibit A. 鈥淓scrow Property鈥� means the funds and documents accepted under Section 2. 鈥淔inal Funds鈥� means funds that Escrow Agent confirms are collected, available and not subject to a known recall, reversal or hold.

The Purchase Agreement governs the parties鈥� economic rights, and these Instructions govern Escrow Agent鈥檚 custody and release duties. Escrow Agent is not required to resolve an inconsistency. If instructions conflict, Escrow Agent may suspend action until it receives a joint written instruction or final order. The separate engagement terms govern fees, KYC and administrative matters but may not alter release conditions unless all parties expressly approve the change.

2. Deposits into Escrow

2.1 Purchaser Funds

No later than [TIME] on [DATE], Purchaser shall deposit $[AMOUNT] by same-day wire in accordance with the verified instructions on Schedule 3. Escrow Agent shall notify Authorized Representatives of receipt, amount and availability status without restating full account credentials in email.

2.2 Seller Documents

Seller shall deposit: (a) an executed stock power or book-entry transfer instruction; (b) the original share certificate or approved lost-certificate affidavit and indemnity; (c) the executed Seller Certificate; (d) required tax forms; (e) any spouse, partner, trustee, lienholder or other consent; and (f) documents listed for Seller on Schedule 4.

2.3 Purchaser Documents

Purchaser shall deposit: (a) the executed Purchase Agreement; (b) Purchaser鈥檚 representations letter; (c) each stockholder-agreement joinder; (d) entity authority and beneficial-ownership information requested by the Company or Escrow Agent; and (e) documents listed for Purchaser on Schedule 4.

2.4 Company Documents

The Company shall deposit: (a) its executed conditional consent; (b) evidence of all ROFR, co-sale and other approvals or waivers; (c) authorizing resolutions; (d) the form of new certificate or uncertificated-share notice; and (e) a signed but unreleased direction to update the stock ledger upon release.

2.5 Acceptance and Rejection

Escrow Agent may reject a deposit that is incomplete, illegible, inconsistent with KYC requirements, made by an unauthorized person, or outside the agreed form. Escrow Agent shall notify the depositing party and closing coordinator promptly. Rejection does not waive or extend a contractual deadline unless the parties agree in writing.

3. Security and Verification Protocol

3.1 Initial Authentication

Before accepting funds, Escrow Agent shall authenticate each Authorized Representative using the method on Schedule 2. The parties shall independently verify Escrow Agent鈥檚 identity, bank name, routing number and account number using a known telephone number or secure portal, not contact information contained solely in a new or forwarded email.

3.2 No Email-Only Changes

Escrow Agent shall not act on a change to wiring instructions, payee, amount, release condition or Authorized Representative received solely by email. Any change requires: (a) a signed written instruction; (b) a call-back to the pre-established number on Schedule 2; (c) confirmation by a second Authorized Representative for the affected party; and (d) Escrow Agent鈥檚 written acknowledgment.

3.3 Suspected Fraud or Cyber Event

If a party or Escrow Agent suspects business-email compromise, impersonation, unauthorized access or erroneous transfer, Escrow Agent shall suspend release to the extent funds remain under its control, notify the authenticated contacts, contact its bank鈥檚 fraud team, preserve relevant records and follow the incident protocol on Schedule 5. No party shall instruct Escrow Agent to defeat a bank recall or law-enforcement hold.

3.4 Sensitive Information

Banking, tax, identity and beneficial-ownership information shall be transmitted only through the approved secure channel. The parties shall redact unnecessary sensitive information from the permanent closing set and retain required records under applicable retention and privacy obligations.

4. Closing Conditions

Escrow Agent shall release the Escrow Property only after receipt of a fully executed Closing Conditions Certificate signed by the closing coordinator and countersigned by one Authorized Representative of Seller, Purchaser and Company, confirming:

• Final Funds equal the amount required by the final Sources and Uses;
• the Purchase Agreement and all closing documents are executed and held for release;
• every required consent, waiver, notice period and corporate approval is effective;
• Company counsel has approved the documentary basis for the private resale and transfer registration;
• Seller鈥檚 title, certificate or book-entry and no-encumbrance deliverables are complete;
• Purchaser鈥檚 representations, KYC information and joinders are complete;
• the Company or transfer agent is ready to update the stock ledger immediately upon release;
• no injunction, sanctions block, fraud alert or unresolved material discrepancy exists; and
• the Sources and Uses and verified payment instructions on Schedule 3 are final.

Escrow Agent may rely on the certificate without reviewing underlying legal conclusions, but it must confirm receipt of listed documents and Final Funds.

5. Release Sequence

5.1 Pre-Release Conference

At [TIME] on the Closing Date, the Authorized Representatives shall conduct a closing call or secure written check-in. The closing coordinator shall read each release condition and record the party confirming it. Silence does not constitute approval.

5.2 Simultaneous Release

After satisfaction of Section 4, Escrow Agent shall: (a) mark the transfer instruments released to the Company; (b) direct the Company to make the stock-ledger entry; (c) receive Company confirmation that the entry is complete; and (d) release funds under the final Sources and Uses. If banking cut-offs require funds to be sent before ledger confirmation, counsel must approve the alternative safeguarded sequence in Schedule 6.

5.3 Company Registration

The Company shall, immediately upon authorized release, debit Seller鈥檚 ledger position, credit Purchaser, cancel any surrendered certificate, issue the approved certificate or notice and provide a dated ledger excerpt to the closing coordinator. An administrative platform may be updated afterward but does not replace the authoritative ledger entry.

5.4 Disbursements

Escrow Agent shall disburse only to the verified accounts and in the exact amounts stated on Schedule 3. The default order is: mandatory withholding and governmental remittance; lien payoff or release amount; approved Escrow Agent fee; approved broker or platform fee; other signed deductions; and net proceeds to Seller. Any priority change requires joint written approval and authentication.

5.5 Confirmation

Escrow Agent shall provide wire confirmation numbers, value dates and amounts, with account numbers masked, to the Authorized Representatives. The closing coordinator shall circulate a final Closing Certificate and archive index.

6. Funds-Flow Mechanics

6.1 Sources and Uses

Schedule 3 must balance to zero. It shall identify each source, payor, amount, use, payee, verified account code, fee basis, withholding basis and responsible approver. No 鈥渕iscellaneous鈥� use is permitted without explanation.

6.2 Withholding and Tax Forms

Escrow Agent may withhold only as instructed jointly or required by law under advice of identified tax counsel. Any withheld amount is treated as paid to Seller for purposes of the Purchase Price. Escrow Agent does not determine tax classification or reporting unless its engagement expressly provides otherwise.

6.3 Fees

Escrow Agent鈥檚 fees and reimbursement are allocated [SELLER 摆鈼庐% / PURCHASER 摆鈼庐% / COMPANY 摆鈼庐%]. The Company is not responsible for any fee absent written approval. An unpaid fee may be deducted only if the deduction is shown in the final Sources and Uses and authorized by the paying party.

6.4 Interest

Unless Schedule 1 provides otherwise, funds will be held in a non-interest-bearing account due to the short escrow period. If interest is permitted, Schedule 1 must address investment vehicle, risk, tax ownership, reporting, losses and allocation.

7. Failure to Close; Return of Escrow Property

7.1 Outside Date

If Closing has not occurred by [TIME] on [OUTSIDE DATE], Escrow Agent shall continue to hold the Escrow Property for [NUMBER] Business Days while the parties provide joint instructions. Absent joint instructions or a dispute notice, Escrow Agent shall return funds to the originating verified account and documents to the depositing party.

7.2 Termination Notice

A unilateral termination notice does not authorize release if another party disputes termination in writing before release. Escrow Agent may suspend performance pending joint instruction or final order.

7.3 Failed or Recalled Wire

If a wire is rejected, recalled or reversed before release, Escrow Agent shall treat the funds as unavailable and notify the parties. After release, rights and remedies are governed by the Purchase Agreement and law; Escrow Agent has no duty to advance its own funds.

7.4 Partial Closing Prohibited

No partial release or partial share transfer is permitted unless Schedule 6 expressly authorizes tranches and provides separate conditions, ledger entries and funds-flow rows for each tranche.

8. Disputes and Interpleader

If Escrow Agent receives conflicting instructions or a claim to Escrow Property, it may hold the property, seek written resolution, or file an interpleader or similar action in the agreed forum. Escrow Agent may deduct reasonable, documented interpleader costs only as its engagement terms and law permit. Escrow Agent shall not favor a party or release disputed property without joint instruction or final order.

9. Escrow Agent Standard of Care

Escrow Agent acts as a limited stakeholder, not as broker, fiduciary, investment adviser, transfer agent, tax adviser or guarantor. It shall follow these Instructions with reasonable care and is liable for losses caused by its fraud, willful misconduct, gross negligence [AND, IF NEGOTIATED, ORDINARY NEGLIGENCE OR MATERIAL BREACH]. No exculpation applies to unauthorized release, failure to follow authentication procedures, or misapplication of funds to the extent prohibited by law. Counsel shall conform indemnity, liability cap and consequential-damage provisions to Escrow Agent鈥檚 engagement and the transaction鈥檚 risk.

10. Indemnification

Seller and Purchaser [SEVERALLY IN PROPORTION TO BENEFIT / JOINTLY AND SEVERALLY] shall indemnify Escrow Agent for third-party claims arising from proper performance of these Instructions, excluding losses resulting from Escrow Agent鈥檚 excluded conduct under Section 9. The Company has no indemnity obligation unless expressly stated on Schedule 1. Defense, settlement and notice procedures are those in the Escrow Agent engagement, as modified by Schedule 1.

11. Records and Confidentiality

Escrow Agent shall retain transaction, KYC and wire records for the legally required period and provide a closing statement to the parties. Nonpublic information may be disclosed to banks, service providers, regulators and law enforcement as necessary for performance or compliance, subject to reasonable safeguards. The parties shall not require Escrow Agent to include full bank or tax information in the general closing binder.

12. Miscellaneous

These Instructions may be amended only by a writing signed by Seller, Purchaser, Company and Escrow Agent, with authentication of any payment change. Notices use Schedule 2. Governing law is [STATE], and exclusive forum is [COURTS], subject to any bank or regulatory requirement. Jury trial is waived to the extent permitted. Counterparts and electronic signatures are effective. Escrow Agent may resign on [NUMBER] days鈥� notice only after a successor accepts the Escrow Property or the property is returned or deposited as lawfully directed.

Signature Page

SELLER:
[SELLER LEGAL NAME]
By / Signature: ______________________________
Name/Title: 摆鈼庐
Date: 摆鈼庐

PURCHASER:
[PURCHASER LEGAL NAME]
By: ______________________________
Name/Title: 摆鈼庐
Date: 摆鈼庐

COMPANY:
[COMPANY LEGAL NAME]
By: ______________________________
Name/Title: 摆鈼庐
Date: 摆鈼庐

ESCROW AGENT:
[ESCROW AGENT LEGAL NAME]
By: ______________________________
Name/Title: 摆鈼庐
Date: 摆鈼庐

Schedules and Exhibits

Schedule 1 鈥� Escrow Agent and Engagement Terms

Schedule 2 鈥� Authorized Representatives and Verification

Schedule 3 鈥� Sources and Uses

Schedule 4 鈥� Document Escrow Register

Schedule 5 鈥� Suspected Fraud Response Protocol

Suspend release; use pre-established contacts; notify bank fraud teams; preserve headers, logs and call records; document each instruction; obtain counsel direction; and do not send replacement funds until the original transfer is traced and verified.

Schedule 6 鈥� Approved Release Sequence and Exceptions

State exact time, responsible person, condition evidence, instruction channel and contingency for each release step. Any non-simultaneous or tranche closing must be expressly described.

Exhibit A 鈥� Closing Conditions Certificate

The undersigned closing coordinator confirms that the documentary and funds conditions listed in Section 4 and Schedule 4 are marked satisfied, the final Sources and Uses balances, and no dispute or fraud alert is known. This certification does not replace legal opinions reserved to identified counsel.
Closing coordinator: 摆鈼庐
Signature/date/time: 摆鈼庐
Seller authorization: 摆鈼庐
Purchaser authorization: 摆鈼庐
Company authorization: 摆鈼庐

Website Posting README 鈥� Not Part of the Agreement

What this form is for

This form coordinates money, transfer documents, Company approval and stock-ledger registration so a private secondary sale closes through controlled delivery versus payment. It emphasizes wire-fraud protection, objective release conditions and evidence of final ledger registration.

AI completion prompt

Completion checklist

• Verify Escrow Agent identity, authority, bank and engagement terms independently.
• Keep complete bank and tax data out of broadly circulated files.
• Balance sources and uses exactly and explain every deduction.
• Require dual verification for changed payment instructions.
• Confirm Final Funds, not merely a pending wire notification.
• Sequence transfer documents, ledger entry and funds release deliberately.
• Define outside-date returns, disputes, recalls and failed transfers.
• Retain masked confirmations, the signed release certificate and the final ledger excerpt.

Three-pass quality review

Pass 1 鈥� Money. Verify sources, uses, tax withholding, fees, payees, account authentication and funds finality. Pass 2 鈥� Documents. Verify every consent, certificate, joinder, transfer instrument and original/document-custody requirement. Pass 3 鈥� Release. Simulate normal, delayed, failed, fraudulent and disputed closings and confirm the instructions produce a safe result.

Attorney-review warning

Escrow and wire instructions can cause immediate, unrecoverable loss. Counsel, the Escrow Agent and authorized representatives must verify the final document and all payment instructions before release.