Release of Earnest Money Agreement

RELEASE OF EARNEST MONEY AGREEMENT

This Release of Earnest Money Agreement (the "Agreement") is made as of by and between Buyer Name: ("Buyer") and Seller Name: ("Seller").

RECITALS

WHEREAS, Buyer and Seller entered into a Purchase and Sale Agreement dated (the "Purchase Agreement") concerning the real property commonly described as (the "Property");

WHEREAS, pursuant to the Purchase Agreement, Buyer deposited earnest money in the amount of $ (the "Earnest Money") with Escrow Agent: ; and

WHEREAS, Buyer and Seller now desire to authorize the disbursement of the Earnest Money and to mutually release claims related to the deposit in accordance with the terms set forth below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings ascribed to them in the Purchase Agreement. "Escrow Agent" means the entity identified below holding the Earnest Money. "Net Proceeds" means the Earnest Money less any lawful offsets or fees authorized in this Agreement.

2. AUTHORIZATION TO DISBURSE

Buyer and Seller jointly authorize Escrow Agent to disburse the Earnest Money in accordance with the election below. The parties acknowledge and agree that the selected disbursement constitutes a full and final disposition of the Earnest Money and that the releasing party(ies) shall have no further claim to the Earnest Money following disbursement.

3. ESCROW AGENT AND ACCOUNT

4. DISBURSEMENT INSTRUCTIONS

If Release to Seller is selected, Escrow Agent shall disburse Net Proceeds to Seller at the address set forth below. If Return to Buyer is selected, Escrow Agent shall return Net Proceeds to Buyer at the address set forth below. If Split is selected, the parties shall provide a specific allocation in the Additional Instructions field and authorize Escrow Agent to follow those instructions.

5. MUTUAL RELEASE

Upon disbursement of the Earnest Money in accordance with this Agreement, Buyer and Seller each hereby irrevocably release and forever discharge the other party and their respective agents, employees, successors and assigns from any and all claims, demands, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to the Earnest Money, the escrowed deposit or any dispute regarding entitlement to the Earnest Money, whether known or unknown, asserted or unasserted, that arose prior to the date of disbursement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that the individual signing on its behalf is authorized to do so, and that no other party's consent is required for the execution of this Agreement. Each party further warrants that there are no pending or threatened legal actions that would prevent performance of the obligations herein.

7. CONDITIONS PRECEDENT

The obligations of Escrow Agent to disburse funds are expressly conditioned upon (a) receipt of a fully executed original or electronically executed copy of this Agreement by Escrow Agent, and (b) satisfaction of any additional conditions specified in the Purchase Agreement or by court order. Escrow Agent may rely conclusively upon a copy of this Agreement certified by either party as an accurate copy.

8. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party and Escrow Agent from and against any and all claims, losses, liabilities, costs or expenses (including attorneys' fees and court costs) arising from any breach of a representation, warranty or covenant contained in this Agreement, except to the extent such claims arise from the gross negligence or willful misconduct of the indemnified party.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, overnight courier, or certified mail to the addresses provided below. Notice is effective upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state where the Property is located without regard to that state's choice of law principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement 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, between the parties concerning the Earnest Money. There are no representations, warranties or covenants except as expressly set forth in this Agreement.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remainder of this Agreement shall continue in full force and effect to the fullest extent permitted by law, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision accomplishing the original intent of the parties.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Buyer and Seller. No failure or delay in exercising any right shall constitute a waiver, and any waiver must be in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be sufficient for all purposes.

14. SURVIVAL

The representations, warranties, covenants and indemnities set forth in this Agreement shall survive the disbursement of the Earnest Money and the closing or termination of the Purchase Agreement as provided herein.

EXECUTION

The parties intend that this Agreement be a final, binding and enforceable instrument executed voluntarily and upon advice of counsel as to legal effect.

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