Escrow Agreement

ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into this day of , 20 , by and among ("Escrow Agent"), , a business corporation ("Purchaser"), , an business corporation ("Seller") and , a banking corporation ("Bank"). Except as otherwise defined or indicated herein, capitalized terms used herein are defined as set forth in that certain Asset Purchase Agreement between Seller and Purchaser even dated herewith (the "Agreement") and the Loan Agreement ("Loan Agreement") even dated herewith by and among Purchaser, , and Bank.

WHEREAS, Purchaser has agreed to purchase from Seller the Purchased Assets as identified in the Agreement, and Bank has agreed to make a loan to Purchaser in connection therewith, pursuant to the terms of the Loan Agreement and the Loan Documents identified therein; and

WHEREAS, certain conditions need to be satisfied by Seller prior to the release and transfer to Seller of the funds for payment of the Purchased Assets and prior to the release of funds from the Bank to Purchaser in connection therewith, thereby necessitating this Escrow Agreement; and

WHEREAS, Seller, Purchaser, Bank and Escrow Agent have agreed that the Escrow Agent shall receive, hold, and distribute or disburse the funds to be escrowed pursuant to the provisions of this Escrow Agreement (the "Funds") and that the provisions of this Escrow Agreement shall supersede any inconsistent provisions of the Agreement regarding the payment of the Funds; and

WHEREAS, the Escrow Agent shall hold the Funds beginning on the Closing Date and ending on the earlier of the Satisfaction Date or Default Date (as those terms are defined herein below); and

WHEREAS, the Escrow Agent has consented to act as escrow depository and to receive and hold the Funds to be deposited in escrow for the parties upon the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for good and other valuable considerations, the parties hereto agree and covenant as follows:

1. Deposit. The Bank has deposited with the Escrow Agent and the Escrow Agent hereby acknowledges receipt from the Bank of $ to be held in accordance with the terms of this Escrow Agreement. The Purchaser has deposited with the Escrow Agreement and the Escrow Agent hereby acknowledges receipt from the Purchaser of $ to be held in accordance with the terms of this Escrow Agreement.

2. Conditions To Be Satisfied By Seller. Before the Funds and accrued interest shall be payable to Seller, each and every one of the following terms and conditions must be satisfied in its entirety, to the full and complete satisfaction of the Bank and the Purchaser:

(a) Seller shall obtain from the County Board of Supervisors and , and duly record with the Chancery Clerk of County, , such proper cancellations or terminations of that certain Deed of Trust dated , 20 and recorded in Book at Page so as to vest in Seller or and title to the Purchased Assets and the Premises, free and clear of said encumbrance; and

(b) Seller shall obtain, and duly record with the Chancery Clerk of , Mississippi, such cancellations and terminations of that certain land lease more particularly described in the Memorandum of Land Lease recorded in Book , at Page of the land records of the Chancery Clerk of , Mississippi so as to vest in and title to the Premises, free and clear of said encumbrance; and

(c) Seller shall obtain from the County Board of Supervisors and , and duly record with the Chancery Clerk of County, Mississippi, such proper cancellations or terminations of that certain Collateral Assignment dated , 20 and recorded in Book , at Page of the land records of the Chancery Clerk of , Mississippi so as to vest title to the Purchased Assets and the Premises in Seller or and , free and clear of said encumbrance; and

(d) Seller shall obtain from the County Board of Supervisors and , and duly record with the Chancery Clerk of , Mississippi and/or the Mississippi Secretary of State, such proper cancellations or terminations of any UCC financing statements or fixture filings related to the Purchased Assets and the Premises, so as to vest title to the Purchased Assets and the Premises in Seller or and , free of any such encumbrances; and

(e) Seller shall obtain from the County Board of Supervisors and such warranty deeds, warranty bills of sale or other appropriate documents to transfer title to the Purchased Assets and Premises to Seller, free and clear of any liens and encumbrances; and

(e) Seller shall obtain any and all other documents necessary to vest Seller with merchantable title to the Purchased Assets, free and clear of any outstanding liens and encumbrances thereon; and

(f) Seller shall obtain any and all documents necessary to vest Seller with fee simple title to the Premises.

3. Disbursement. Upon Bank and Purchaser each providing written notice to Escrow Agent, in substantially the form of Exhibit "A" ("Notice of Satisfaction"), that Bank and Purchaser have received and accepted written evidence that each and every condition specified in Section 2 has been fully and completely satisfied, the terms and conditions of Seller's obligations, warranties and covenants shall be deemed satisfied ("Satisfaction Date") and Escrow Agent shall immediately disburse to Seller the Funds plus accrued interest.

4. Understanding Regarding Seller's Representations and Warranties in the Agreement. Purchaser agrees that all representations and warranties made by Seller in the Agreement and Related Agreements regarding Seller's title to the Purchased Assets and the Premises shall not be in full force and effect until the earlier of the Satisfaction Date or the Default Date. Bank agrees that all representations and warranties made by Purchaser, and in the Loan Documents regarding Purchaser's title to the Purchased Assets or Collateral and the perfection, validity and priority of any liens created by the Loan Documents shall not be in full force and effect until the earlier of the Satisfaction Date or the Default Date.

5. Default. If Seller fails to fully and completely satisfy each and every condition specified in Section 2 and Escrow Agent is not provided Notices of Satisfaction from both the Bank and Purchaser within sixty (60) days after the Closing Date ("Default Date"), Seller shall be deemed to have defaulted in the terms and conditions of this Escrow Agreement ("Default"). In the event of Default, (a) the Funds shall be disbursed and delivered to Bank in the amount of $ , plus its share of accrued interest, which amounts shall be applied to any outstanding indebtedness of Purchaser under the Loan Documents, and to Purchaser in the amount of $ plus its share of accrued interest; (b) Seller shall be deemed to have defaulted under the terms of the Agreement and Purchaser shall be entitled to, and Seller shall immediately pay to Purchaser, a refund of Purchaser's and Dollars ($ ) deposit; (c) all agreements between the respective parties or any of them, including, without limitation, the Agreement, the Related Agreements and the Loan Documents, as well as the opinion letters provided by Purchaser's counsel and Seller's counsel pursuant to the Agreement and Loan Agreement, but excluding any and all repayment obligations of Purchaser, and under the Loan Documents and the provisions of this Escrow Agreement, shall be null and void, retroactive to the Closing Date; (d) except as otherwise provided herein, all parties to the Agreement, Related Agreements and Loan Documents shall promptly execute, deliver, file and record notices of cancellation, satisfaction, termination and any other documents and take any other actions necessary to return the parties to their respective positions immediately prior to Closing Date and (e) Seller shall be responsible for and does hereby assume, all customer sales order and associated costs, including, without limitation, appropriate allocations of overhead, and shall indemnify and hold harmless Purchaser said customer sales and associated costs.

6. Liability of Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to pay or transfer any Funds hereunder unless the same has been first received by the Escrow Agent pursuant to the provisions of this Escrow Agreement.

The Escrow Agent acts hereunder as depository only, and is not responsible or liable in any manner (except for its failure to exercise dire care) for the insufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of the same, or identity, authority, or right of any person executing or depositing or receiving the same.

The Escrow Agent shall use reasonable diligence in the performance of its obligations hereunder but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care.

The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith.

The Escrow Agent shall not be bound or in any way affected by any notice of any modification, cancellation, abrogation or rescission of this Escrow Agreement or any amendments thereto, or of any factor or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in writing, delivered to it, signed by all the parties to this Escrow Agreement, and by all such other persons as may be affected thereby, nor, in the case of a modification to this Escrow Agreement, unless such modification shall be satisfactory to the Escrow Agent and shall be approved and signed in writing by all parties to this Escrow Agreement.

In no event shall Escrow Agent be liable except for gross negligence.

7. Resolution of Disputes. In the event of any disagreement between the Escrow Agent, Seller, Purchaser, Bank or any other person, resulting in adverse claims and demands being made in connection with or for the Funds involved herein, or affected hereby, the Escrow Agent shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of the Funds involved or affected hereby the Escrow Agent shall, not be or become liable to Purchaser or Seller for its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and refrain to act until:

(a) All differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all the parties interested, or

(b) The rights of the adverse claimants shall have been fully adjudicated in a court assuming and having jurisdiction of the parties and documents and Funds involved herein or affected hereby. The Escrow Agent is hereby given the right to bring an action in interpleader in such a court to resolve the rights of the adverse claimants to the documents or Funds deposited with it pursuant to this Escrow Agreement.

8. Notices. All notices sent pursuant to this Escrow Agreement shall be in writing, signed by the party sending the notice, and shall be sent first class mail, postage prepaid, or hand delivered to the recipient. For the purposes of this Escrow Agreement, notices shall be sent to the parties at the following addresses:

10. Binding of Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

11. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi.

IN WITNESS WHEREOF, the parties have executed this Escrow Agreement the day of , 20 .

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged to me that he/she is President of , and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do.

GIVEN under my hand and official seal, this the day of , 20 .

__________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged to me that he/she is President of , and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do.

GIVEN under my hand and official seal, this the day of , 20 .

__________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of , after first having been duly authorized so to do.

GIVEN under my hand and official seal, this the day of , 20 .

__________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged to me that he/she is President of the County Division of and who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said banking corporation after first having been duly authorized so to do.

GIVEN under my hand and official seal, this the day of , 20 .

__________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned.

GIVEN under my hand and official seal, this the day of , 20 .

__________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged that he/she signed and delivered the above and foregoing instrument on the date and year therein mentioned.

GIVEN under my hand and official seal, this the day of , 20 .

__________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES:

EXHIBIT A

NOTICE OF SATISFACTION

The undersigned does hereby acknowledge that it has received written evidence that each and every condition specified in Section 2 of the Escrow Agreement has been fully and completely satisfied and all of the terms and conditions of Seller's obligations, warranties and covenants under the Escrow Agreement are hereby deemed satisfied. Escrow Agent is hereby authorized by the undersigned to immediately disburse to Seller the Funds plus accrued interest.