Exhibit
10.4
Escrow
Agreement
This
Escrow Agreement is made as of June 26, 2008, among Max
Engineering LLC, a Texas limited liability company (“Purchaser”), Lincoln
Wind, LLC, a Nebraska limited liability company (“Seller”), Matthew
Cumberworth, an individual and sole owner of the Seller (“Owner”), and James
Watts, CPA (the “Escrow Agent”).
Purchaser,
Seller, and Owner are parties to a certain Asset Purchase Agreement dated June
25, 2008 (the “Agreement”). The parties hereto are executing and
delivering this Escrow Agreement pursuant to Paragraph 4.9(x) of the Agreement,
and accordingly, all definitions used in the Agreement are hereby incorporated
herein by this reference. The parties desire the Escrow Agent to hold
and dispose of the Escrow Fund (as defined herein), and the Escrow Agent is
willing to do so on the terms and conditions herein.
The parties make this Escrow Agreement
to ensure the payment in full of all unpaid payroll taxes assessed to Seller
through the date of the closing (the “Payroll Taxes”), exclusive of penalties,
fees, or interest previously incurred for delinquent payments. Cumberworth
agrees to satisfy the Payroll Taxes in full as soon as practicable following the
closing contemplated by the Agreement.
Purchaser
shall deliver the sum of $37,490.14 (the “Escrow Fund”) to the Escrow Agent, on
the condition that when the Tax Liability is satisfied in full and receipt for
payment of the Tax Liability is given to the Escrow Agent, the Escrow Fund shall
be released to Owner.
Dated June 26, 2008.
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Lincoln
Wind, LLC
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Max
Engineering LLC
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| By |
/s/ MATTHEW CUMBERWORTH |
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By |
/s/ ANDREW HIDALGO |
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Matthew
Cumberworth, Manager |
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Andrew
Hidalgo, Director |
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| Owner |
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Escrow
Agent |
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/s/
MATTHEW CUMBERWORTH
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/s/
JAMES WATTS
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Matthew
Cumberworth
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James
Watts, CPA
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