Exhibit
10.5
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”), William L.
Raftery, an individual and former owner of the Seller (“Raftery”), and James
Watts, CPA (the “Escrow Agent”).
Purchaser
and Seller 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 penalties, fees, and interest incurred by
Lincoln Wind, LLC, for delinquent payroll taxes (the “Tax
Liability”). Raftery agrees to satisfy the Tax Liability in full as
soon as practicable following the closing contemplated by the
Agreement. All parties agree and acknowledge that neither Purchaser,
nor Seller, nor Seller’s sole owner, Matthew Cumberworth, has or will incur any
responsibility for the Tax Liability.
Purchaser shall deliver the sum of
$43,000.00 (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
Raftery.
Dated June 26, 2008.
| Lincoln
Wind, LLC |
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Max
Engineering LLC |
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/s/
MATTHEW CUMBERWORTH
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/s/
ANDREW HIDALGO
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NameMatthew
Cumberworth, Manager
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Andrew
Hidalgo, Director
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Escrow
Agent |
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/s/WILLIAM
L. RAFFERTY
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/s/
JAMES WATTS
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William
L. Raftery
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James
Watts, CPA
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