Deposit Release Agreement

DEPOSIT RELEASE AGREEMENT

This Deposit Release Agreement ("Agreement") is made effective as of by and between Holder: , with mailing address ("Holder"), and Recipient: , with mailing address ("Recipient").

RECITALS

WHEREAS, Holder is in possession of a deposit in the amount of $ (the "Deposit"), which was delivered on or about , pursuant to that certain agreement described as ;

WHEREAS, Holder and Recipient wish to avoid further dispute and desire to provide for the orderly release and disposition of the Deposit on the terms set forth herein;

WHEREAS, the parties desire to document their respective rights, obligations and releases in connection with the Deposit.

NOW, THEREFORE

In consideration of the mutual covenants, agreements and releases set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RELEASE AND DISBURSEMENT

1.1 Release Instruction. Holder shall release and disburse the Deposit in the total amount of $ to Recipient, subject to the conditions set forth in this Agreement. The parties acknowledge and agree that this amount constitutes the entire sum to be paid by Holder in satisfaction of Holder's obligations with respect to the Deposit.

1.2 Manner of Payment. Payment shall be made by Holder by the following method:

1.3 Timing. Holder shall cause payment to be initiated no later than following the Effective Date, subject to Holder's receipt of any required documentation set forth in Section 2.

2. CONDITIONS PRECEDENT

2.1 Documentation. As a condition to discharge of Holder's obligations under this Agreement, Recipient shall deliver to Holder, at the addresses provided below, any documents reasonably requested by Holder to evidence Recipient's entitlement to the Deposit, including but not limited to a signed receipt, taxpayer identification information, and a written acknowledgment that the Recipient has no further claim against Holder relating to the Deposit.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized to bind such party; and (c) there are no pending actions or claims known to such party that would reasonably be expected to impair such party's ability to perform under this Agreement.

4. MUTUAL RELEASE

4.1 Release by Recipient. Upon receipt of the payment described in Section 1, Recipient hereby irrevocably and unconditionally releases and forever discharges Holder and its agents, employees, affiliates and representatives from any and all claims, demands, liabilities, causes of action, suits or obligations, known or unknown, which Recipient has or may have had arising out of or in any way connected with the Deposit, the underlying agreement referenced above, or the circumstances leading to this Agreement.

4.2 Release by Holder. In consideration of Recipient's execution of this Agreement and Recipient's delivery of any documentation required under Section 2, Holder hereby releases Recipient from all claims arising solely out of Recipient's right to receive the Deposit and shall have no further obligation to retain or disburse funds related to the Deposit.

4.3 Acknowledgment. The parties acknowledge that this mutual release is intended as a full and final settlement of all matters relating to the Deposit, and they understand and agree that the releases extend to all claims both known and unknown to the parties at the time of execution.

Recipient and Holder each acknowledge and accept the mutual releases set forth above.

5. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from a breach of such party's representations, warranties or obligations under this Agreement or from any third-party claim to the extent caused by such party's acts or omissions.

6. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the party at the address set forth in the opening paragraph or at such other address as any party may designate by notice in accordance with this Section.

7. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No delay or omission by any party in exercising any right shall be construed as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. MISCELLANEOUS

10.1 Further Assurances. Each party agrees to execute and deliver such other documents and to take such other actions as may be reasonably required to carry out the purposes and intent of this Agreement.

10.2 Costs. Except as otherwise provided herein, each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

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