Real Estate PSA Holdback Addendum

REAL ESTATE PSA HOLDBACK ADDENDUM

Parties and Agreement Reference

This Holdback Addendum is incorporated into and made part of the Purchase and Sale Agreement dated between Buyer: and Seller: (collectively, the Parties).

Property Identification

Financial Terms of Holdback

Purchase Price: $    Earnest Money Previously Deposited: $

The Parties direct that the above holdback be deposited with Escrow Agent: at:

Purpose and Scope of Holdback

Purpose: The holdback is established to secure payment for completion of repairs, remedial work, credits for defects disclosed or discovered prior to or at closing, and related contractor or permit costs identified by Buyer and reasonably approved by Seller.

Inspection period for identification of additional defects: days after closing.

Conditions for Release of Holdback Funds

Funds held in escrow shall be released only in accordance with the following instructions and conditions. Check all that apply and provide required dates or amounts.

Release upon Seller's completion of repairs to the reasonable satisfaction of Buyer and delivery of paid contractor invoices for the completed scope.

Release upon mutual written agreement of Buyer and Seller delivered to Escrow Agent.

Partial releases permitted upon presentation of paid invoices and a joint written request to Escrow Agent (partial release amounts to be identified in the joint request).

If not earlier released, remaining holdback shall be paid to: on or after (the Expiration Date).

Escrow Agent Duties and Dispute Resolution

Escrow Agent shall hold funds as a stakeholder and shall not disburse funds except pursuant to the terms of this Addendum or pursuant to a final order of a court of competent jurisdiction. Escrow Agent may rely upon written instructions signed by both Parties. If the Parties provide conflicting release instructions, Escrow Agent may retain funds pending a joint written agreement or an order resolving the dispute.

If the Parties cannot agree on disbursement within days after a written request to resolve, either Party may submit the dispute to binding arbitration in accordance with the arbitration clause of the Purchase and Sale Agreement or, if none, to a single arbitrator selected by mutual agreement; costs of arbitration shall be apportioned as the arbitrator determines.

Interest; Accounting; Taxes

Interest on the holdback, if any, shall accrue at the rate agreed by the Parties: . Escrow Agent shall provide an accounting of disbursements and a final accounting to both Parties upon disbursement of the holdback. Any taxes or fees imposed on the deposit or disbursement of holdback funds shall be charged to .

Representations, Warranties and Indemnity

Seller represents and warrants that to Seller's knowledge no liens or claims exist against the holdback funds except as disclosed in writing. Each Party agrees to indemnify and hold harmless the other Party and Escrow Agent from any claim, liability, loss or expense (including reasonable attorneys' fees) arising from that Party's failure to perform its obligations under this Addendum, except where resulting from Escrow Agent's gross negligence or willful misconduct.

Default; Remedies

If Seller fails to complete permitted repairs within the timeframes required by this Addendum, Buyer may (i) demand disbursement from the holdback to complete repairs and provide the Escrow Agent with written evidence of costs, (ii) seek damages from Seller, or (iii) proceed under any other remedy available under the Purchase and Sale Agreement or law. Any disbursement from holdback to pay contractor invoices requires submission of paid invoices or a court/arbitrator order authorizing payment.

Governing Law; Entire Agreement

This Addendum shall be governed by and construed in accordance with the laws of the state governing the Purchase and Sale Agreement. This Addendum, together with the Purchase and Sale Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings concerning the holdback.

Miscellaneous Provisions

No amendment to this Addendum is binding unless executed in writing by both Parties. If any provision of this Addendum is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

The undersigned Parties acknowledge that they have read, understand, and agree to the terms of this Holdback Addendum and that execution of this Addendum is an integral part of the Purchase and Sale Agreement referenced above.

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