Exhibit 10.16
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ESCROW AGREEMENT
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THIS ESCROW AGREEMENT (the "Agreement") is entered into as of this 30th day of
September, 1999, by and among SI HANDLING SYSTEMS, INC., a Pennsylvania
corporation (the "Buyer"), the stockholders of ERMANCO INCORPORATED, a Michigan
corporation (the "Sellers"), and First Union National Bank (together with any
replacement therefor as provided in Section 9 hereof, the "Escrow Holder").
Background
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A. The Buyer and the Sellers are parties to that certain Stock Purchase
Agreement dated August 6, 1999 (the "Stock Purchase Agreement"). All terms used
herein which are defined in the Stock Purchase Agreement and not in this
Agreement shall have the meanings set forth in the Stock Purchase Agreement.
B. Pursuant to the terms of the Stock Purchase Agreement, the parties
have agreed to enter into and execute this Escrow Agreement on the Closing Date.
C. The Buyer and the Sellers have agreed that Seven Hundred Fifty
Thousand Dollars ($750,000) of the Purchase Price shall be deposited with the
Escrow Holder for a period of eighteen (18) months commencing on the Closing
Date and continuing through the date eighteen (18) months following the Closing
Date (the "Escrow Period") to provide funds to pay or reimburse the Buyer for
any Losses for which the Sellers have agreed to indemnify the Buyer pursuant to
the Stock Purchase Agreement (any such amounts referred to collectively herein
as "Post Closing Claims Expenses").
D. The Buyer and the Sellers have further agreed that the sum of $
615,000 , representing an adjustment to the Purchase Price based on the
Preliminary Closing Balance Sheet pursuant to Section 1.2(c) of the Stock
Purchase Agreement, shall be deposited with the Escrow Holder until a definitive
Closing Balance Sheet is determined pursuant to Section 1.2(d)(iii) of the Stock
Purchase Agreement.
E. The respective portion of the amount placed in escrow hereunder by
each Seller shall be equal to the amount set forth opposite the name of such
Seller on Schedule A attached hereto.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and in the Stock Purchase Agreement and as a condition to the Buyer's
obligation to consummate the transactions contemplated in the Stock Purchase
Agreement, the parties, each intending to be legally bound, hereby agree as
follows:
1. Sellers' Representative. Each of the Sellers hereby
appoints Xxx X. Xxxxxxxxx and, in the event of his death, incapacity or
resignation, Xxxxxx X. Xxxxxxx, as its agent (the "Sellers' Representative") and
collectively authorize the Sellers' Representative to represent and act for each
of them in all matters pertaining to this Escrow Agreement. The Buyer and the
Escrow Holder shall be entitled to rely upon any statements or other
communications by the Sellers' Representative on behalf of each of the Sellers
without the necessity of determining the validity of the actions taken. Actions
taken (or failures to act) by the Sellers' Representative shall be deemed
binding and conclusive on the Sellers.
2. Appointment of Escrow Holder.
(a) The Buyer and the Sellers appoint the Escrow Holder as their agent and
custodian to hold, invest and disburse the Escrowed Funds, as defined below, in
accordance with the terms of this Escrow Agreement.
(b) The Buyer and the Sellers acknowledge and agree that this Escrow
Agreement shall be subject to the terms of the Stock Purchase Agreement.
Notwithstanding the foregoing, the duties and obligations of the Escrow Holder
will be determined solely by this Escrow Agreement and any subsequent amendments
or supplemental instructions agreed to in writing as provided below. Except as
otherwise expressly provided herein, the Escrow Holder shall not refer to, and
shall not be bound by, the provisions of any other agreement.
(c) The Escrow Holder hereby accepts its appointment and agrees to act as
the Escrow Holder according to the terms and conditions of this Escrow
Agreement. The Escrow Holder represents that it has the legal power and
authority to enter into this Escrow Agreement and perform its duties and
obligations hereunder. The Escrow Holder further agrees that all property held
by the Escrow Holder hereunder shall be segregated from all other property held
by the Escrow Holder and identified as being held in connection with this Escrow
Agreement. Such segregation may be accomplished by appropriate identification on
the books and records of the Escrow Holder. The Escrow Holder agrees that its
documents and records with respect to the transactions contemplated hereby will
be available for examination by authorized representatives of the Buyer and the
Sellers' Representative during the Escrow Holder's regular business hours. (d)
The Escrow Holder shall not in any way be bound or affected by any modification
or cancellation of this Escrow Agreement unless notice thereof is jointly given,
in writing, to the Escrow Holder by the Sellers' Representative and the Buyer.
The obligations of the Escrow Holder shall not be modified unless the Escrow
Holder has consented to the modification in writing, which consent shall not be
unreasonably withheld. (e) Upon termination of this Escrow Agreement, the Escrow
Holder may request from any and all of the parties hereto such additional
assurances, certificates, satisfactions, releases and/or other documents as it
may reasonably deem appropriate to evidence the termination of this Escrow
Agreement.
3. Establishment of Escrow Fund. On the Effective Date, the
Buyer shall deliver (i) Seven Hundred Fifty Thousand Dollars ($750,000) in
immediately available funds (the "Claims Expense Escrow") and (ii) $ 615,000 in
immediately available funds (the "Purchase Price Adjustment Escrow") to the
Escrow Holder which shall be invested and reinvested as provided below. The
Escrow Holder shall deposit, upon receipt, the Initial Escrow into an interest
bearing account (the "Account"); the Escrow Holder shall be the sole signatory
on the Account. The Claims Expense Escrow and the Purchase Price Adjustment
Escrow, together with all interest and profits earned thereon or in connection
therewith, less the amount of the distributions made hereunder from time to
time, shall be referred to herein as the "Escrowed Funds."
4. Distribution of the Escrowed Funds.
(a) Purchase Price Adjustment Escrow.
(i) Upon determination of the adjustments to the Purchase Price pursuant to
Section 1.2(d) of the Stock Purchase Agreement, the Sellers' Representative
shall provide written notice (the "Notice") to the Escrow Holder and the Buyer
as to the allocation of the distribution of the Purchase Price Adjustment Escrow
to each of the Sellers and/or the Buyer as a result of such adjustments. The
Escrow Holder shall distribute the Purchase Price Adjustment Escrow to the
Sellers and/or the Buyer in accordance with the amounts set forth in the Notice
either (1) immediately upon receipt of Buyer's written confirmation that it
concurs with the allocation of the Purchase Price Adjustment Escrow set forth in
the Notice or (ii) on the thirtieth (30th) day following the Escrow Holder's
receipt of the Notice, unless the Buyer has notified the Escrow Holder and the
Seller in writing within twenty (20) days following the Buyer's receipt of the
Notice that the Buyer disputes such allocation (a "Notice of Objection"). The
Notice of Objection shall set forth in reasonable detail the basis for the
Buyer's dispute with such allocation.
(ii) If the Escrow Holder receives a Notice of Objection, then the Escrow Holder
shall pay to the Sellers and the Buyer that portion of the amounts set forth in
the Notice, if any, not disputed by the Notice of Objection and shall not pay
the disputed portion of such amounts until it receives (1) joint written
instructions from the Buyer and the Sellers' Representative as to their agreed
disposition of the disputed portion of such amounts or (2) a final court or
arbitration order disposing of the disputed portion of such amounts (either of
(1) or (2) is referred to herein for purposes of this Section 4(a) as a
"Disposition Document"). Upon receipt of a Disposition Document as to any
amounts set forth in the Notice, the Escrow Holder shall pay such amounts
allowed to the Sellers and the Buyer by the Disposition Document.
(iii) Any interest earned on the Purchase Price Adjustment Escrow funds from the
date hereof until the date of the final distribution of any Purchase Price
Adjustment Escrow amount, shall be distributed on the date of such final
distribution pro rata to each Seller and the Buyer in proportion to their
respective share of all distributions of the Purchase Price Adjustment Escrow.
(iv) Nothing set forth in this Agreement is intended to limit the amounts due
and payable to the Sellers or the Buyer pursuant to the Post Closing Adjustments
set forth in Section 1.2(d) of the Stock Purchase Agreement; provided that, in
the event the amounts due and payable pursuant to such Post Closing Adjustments
exceed the amount of the Purchase Price Adjustment Escrow, such excess may be
recovered pursuant to the provisions of such Section 1.2(d), and shall not be
paid out of the remaining Escrowed Funds.
(b) Claims Expense Escrow.
(i) In the event the Buyer incurs any Post Closing Claims Expenses during the
Escrow Period, as reasonably evidenced by supporting documentation delivered by
the Buyer to the Escrow Holder and to the Sellers' Representative (the "Claim"),
then, subject to Section 4(b)(ii) hereof, the Escrow Holder shall pay an amount
equal to the aggregate amount of the Post Closing Claims Expenses reflected in
such Claim to the Buyer from the Escrowed Funds on the thirtieth (30th) day
following its receipt of such Claim. The Buyer may file a separate Claim each
time it incurs a Post Closing Claims Expense or may assert two or more Post
Closing Claims Expenses in a single Claim.
(ii) In the event the Sellers' Representative disputes a Claim against the
Escrowed Funds received from the Buyer, then the Sellers' Representative shall,
within twenty (20) days following his receipt of the Claim, give written notice
of his dispute with the Buyer's Claim (a "Notice of Objection") to the Escrow
Holder and the Buyer. The Notice of Objection shall set forth in reasonable
detail the basis for the Sellers' Representative's dispute with the Claim. If
the Escrow Holder receives a Notice of Objection, then the Escrow Holder shall
pay to the Buyer that portion of the Claim, if any, not disputed by the Notice
of Objection and shall not pay the disputed portion of such Claim until it
receives (i) joint written instructions from the Buyer and the Sellers'
Representative as to their agreed disposition of the disputed portion of such
Claim or (ii) a final court or arbitration order disposing of the disputed
portion of such Claim (either of (i) or (ii) is referred to herein as a
"Disposition Document"). Upon receipt of a Disposition Document as to any Claim,
the Escrow Holder shall pay the amount, if any, of the disputed portion of the
Claim allowed to the Buyer by the Disposition Document, plus any interest or
profits earned thereon from the date of the Notice of Objection until the date
of payment to the Buyer.
(iii) Promptly following termination of the Escrow Period, the Escrow Holder
shall deliver to the Sellers any remaining Escrowed Funds other than (i) amounts
stated in a Claim recorded prior to such date for which a Notice of Objection
has not been received and (ii) amounts in controversy subject to a Notice of
Objection which shall only be released by the Escrow Holder in accordance with
the procedures described in Section 4(b)(ii) hereof. Any amount stated in a
Claim for which a Notice of Objection has not been received within twenty (20)
days following receipt of such Claim shall be paid to the Buyer. In the event
that amounts in controversy are retained in the Account following termination of
the Escrow Period, then promptly following receipt of a Disposition Document
with respect to such controversy, the Escrow Holder shall deliver to the Buyer
the amount to which the Buyer is entitled to receive pursuant to such
Disposition Document and shall deliver to the Sellers any remaining Escrowed
Funds other than any remaining amounts in controversy. All distributions of
Escrowed Funds to the Sellers shall be made pro rata in proportion to their
respective contributions as shown on Schedule A attached hereto.
(iv) Except for any amounts distributed to the Buyer pursuant to a Claim after
first exhausting the entire amount of the Initial Escrow, interest earned on and
profits arising from the Escrowed Funds (collectively, "Escrow Interest") shall
be disbursed to the Sellers upon the termination of this Escrow Agreement.
(v) The parties hereto agree that amounts paid to the Buyer hereunder shall be
treated as adjustments to the Purchase Price.
(vi) No provision in this Escrow Agreement shall limit the amount that the Buyer
can assert as a Claim for indemnification for any Post Closing Claims Expense.
5. Investment of Escrowed Funds.
(a) The Escrow Holder shall invest and reinvest the Escrowed Funds in a
"First Union High Performance Money Market Account." The Escrow Holder shall
have the right to liquidate any investments of Escrowed Funds to provide funds
necessary to make required payments under this Agreement. The Escrowed Funds
shall remain invested as provided herein until distributed and paid pursuant to
the terms and conditions of this Escrow Agreement. The Escrow Holder will
provide to both the Buyer and the Sellers' Representative the number and branch
location of the Account promptly after the Account is established, and,
thereafter, a monthly report regarding the activity and balances of the Account
and the investment of the Escrowed Funds.
(b) All investments of the Escrowed Funds shall be held by, or registered
in the name of, the Escrow Holder or its nominee.
(c) The Sellers shall be deemed to be the owner of the Escrowed Funds for
tax purposes in proportion to their respective contributions as set forth on
Schedule A attached hereto. Escrow Interest for each taxable period shall be
deemed to be earned by the Sellers. Each Seller represents that its social
security number is as set forth on Schedule B attached hereto. All Escrow
Interest earned under this Escrow Agreement shall be allocated and paid as
provided herein and reported by the recipient to the Internal Revenue Service as
having been so allocated and paid. The Escrow Holder agrees to keep the social
security number of each Seller confidential and shall not use such number for
any purpose other than as provided in this Agreement. Neither the Buyer nor the
Escrow Holder shall have any responsibility for the payment of taxes arising
from or related to the Escrowed Funds.
(d) The Escrow Holder shall not be required to institute or defend any
action involving any matters referred to herein or which affect it or its duties
or liabilities hereunder, unless or until requested to do so by any party to
this Escrow Agreement and then only upon receiving full indemnity, in a
character reasonably satisfactory to the Escrow Holder, against any and all
claims, liabilities and expenses, including the reasonable fees of its outside
counsel, in relation thereto.
6. Compensation of Escrow Holder. The Escrow Holder shall not
charge or impose any fee for serving as the Escrow Holder hereunder or for
performing the services set forth herein. The provisions of this Section shall
survive the termination of this Escrow Agreement.
7. Liability of Escrow Holder. Unless otherwise expressly
provided in this Escrow Agreement, the Escrow Holder shall:
(a) not be held liable for any action or failure to act under or in
connection with this Escrow Agreement, except for its own gross negligence,
willful misconduct, bad faith or fraud;
(b) have no liability for investment losses suffered by the Escrowed Funds
so long as the investments were made in accordance with the terms of this
Agreement;
(c) have no responsibility to inquire into or determine the genuineness,
authenticity or sufficiency of any securities, checks, notices or other
documents or instruments submitted to it in connection with its duties pursuant
to this Escrow Agreement or to confirm the identity, authority or rights of any
person or legal entity executing or delivering or purporting to execute or
deliver this Escrow Agreement;
(d) be entitled to deem (unless it has actual knowledge to the contrary)
the signatories of any documents or instruments submitted to it pursuant to this
Escrow Agreement as being those of persons authorized to sign such documents or
instruments on behalf of the other parties to this Escrow Agreement and shall be
entitled to rely (unless it has actual knowledge to the contrary) upon the
genuineness of the signatures of such signatories without inquiry and without
requiring substantiating evidence of any kind;
(e) be entitled to rely upon any judgment, certification, demand or other
writing delivered to it hereunder without being required to determine the
authenticity or the correctness of any facts stated therein, the propriety or
validity of the service thereof, or the jurisdiction issuing any judgment;
(f) be entitled to refrain from taking any action contemplated by this
Escrow Agreement in the event that it becomes aware of any disagreement between
the other parties hereto as to any material facts or as to the happening of any
contemplated event precedent to such action;
(g) have no duties or responsibilities except those expressly set forth
herein; and
(h) be entitled, if a dispute between the parties arises or if the Escrow
Holder shall be uncertain as to its rights or duties under this Escrow
Agreement, to pay the Escrowed Funds into a court of competent jurisdiction, in
which case the Escrow Holder shall have no further obligation under this Escrow
Agreement.
The Escrow Holder may act in reliance upon advice of its outside counsel in
reference to any matter connected herewith, and shall not be liable for any
mistake of fact or error of judgment, or for any acts or omissions of any kind
except as such act or omission constitutes willful misconduct, bad faith, gross
negligence or fraud.
8. Indemnification of Escrow Holder. The Escrow Holder shall
not be liable, responsible or accountable in damages or otherwise to the Buyer
or the Sellers or any of their respective affiliates for any conflicts, acts or
omissions arising, performed or omitted to be performed by it within the scope
of the authority confirmed upon the Escrow Holder by this Escrow Agreement,
provided that the Escrow Holder's conduct or omission to act was taken in good
faith and, provided further, that the Escrow Holder shall not be guilty of
fraud, willful misconduct or gross negligence. Except with respect to claims
based upon the Escrow Holder's bad faith, gross negligence, fraud or willful
misconduct, the Buyer and the Sellers shall severally indemnify and hold
harmless the Escrow Holder from any claim of any of them or any third party,
arising out of or relating to this Escrow Agreement, such indemnification to
include all costs and expenses incurred by the Escrow Holder, including, but not
limited to, the reasonable fees of its outside counsel. The provisions of this
Section shall survive the termination of this Escrow Agreement. Anything in this
Agreement to the contrary notwithstanding, in no event shall the Escrow Holder
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Escrow
Holder has been advised of the likelihood of such loss or damage and regardless
of the form of action.
9. Replacement of Escrow Holder.
(a) The Escrow Holder may resign effective thirty (30) days after it gives
written notice thereof to the Buyer and the Sellers' Representative. Similarly,
the Escrow Holder may be removed and replaced following thirty (30) days joint
written notice from the Buyer and the Sellers' Representative to the Escrow
Holder. Notwithstanding the foregoing, no such resignation or removal shall be
effective until a successor escrow holder has acknowledged its appointment as
such in writing. In either event, upon the effective date of such resignation or
removal, the Escrow Holder shall deliver the Escrowed Funds to the successor
escrow holder appointed by the Buyer and the Sellers' Representative in writing.
If the Buyer and the Sellers' Representative cannot agree upon a successor
escrow holder, or fail to appoint a successor escrow holder within thirty (30)
days following the date of the notice of such resignation or removal, the
then-acting Escrow Holder may petition any court of competent jurisdiction for
the appointment of a successor escrow holder, or other appropriate relief, and
tender the Escrowed Funds into the registry of the court. Any such resulting
appointment shall be binding upon all of the parties to this Escrow Agreement.
The Escrow Holder shall have the right to withhold from the Escrowed Funds an
amount equal to the amount due and owing to the Escrow Holder in connection with
the termination of the Escrow Agreement.
(b) Upon acknowledgment by any successor escrow holder, appointed in
accordance with Section 9(a) hereof, of the receipt of the Escrowed Funds and
its written acceptance to serve as the Escrow Holder in accordance with this
Escrow Agreement, the then-acting Escrow Holder shall be fully released from and
relieved of all duties, responsibilities and obligations under this Escrow
Agreement.
10. Notices. All notices and other communications hereunder
shall be in writing and shall be hand delivered, or sent by U.S. certified mail,
postage prepaid, return receipt requested; by an overnight express courier
service that provides written confirmation of delivery; or by facsimile with
written confirmation by the sending machine or with telephone confirmation of
receipt (provided that a confirming copy is sent by an overnight express courier
service that provides written confirmation of delivery), addressed as follows:
If to the Sellers'
Representative: Xxx X. Xxxxxxxxx c/o Ermanco Incorporated
0000 Xxxxx Xxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopier No.: 000-000-0000
With a copy to: Nantz, Litowich, Xxxxx & Xxxxxx
000 Xxxxxxx Xxxxxxxx
0000 Xxxx Xxxxxxxx, X.X.
Xxxxx Xxxxxx, Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esquire
If to the Buyer: SI Handling Systems, Inc.
000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: President
With a copy to: Xxxxxx Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
If to Escrow Holder: First Union National Bank
PA2109
000 Xxxxxxxx Xxxx
Xxxxxxxxx Xxxx
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxx
Any such notice or communication shall be effective upon the earlier of actual
receipt or deemed delivery. Delivery shall be deemed to have occurred as
follows: if hand delivered, on the day so delivered; if mailed, three business
day after the date so mailed; if telecopied, upon written confirmation by the
sending machine of effective transmission or upon telephone confirmation of
receipt; and if sent by overnight express courier service, the next business
day. Any party may at any time change its address for such notices or
communication from time to time by giving notice in accordance with this
Section.
11. Miscellaneous.
(a) This Escrow Agreement shall automatically terminate on the date when
all of the Escrowed Funds held by the Escrow Holder have been distributed in
accordance with the provisions of Section 4 hereof.
(b) This Escrow Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Pennsylvania without regard to conflicts of
laws principles of any jurisdiction.
(c) The parties hereto agree to execute and deliver any and all documents
and to take such further action as shall be reasonably required to effectuate
the provisions of this Escrow Agreement.
(d) This Escrow Agreement contains the entire understanding of the parties
hereto with respect to the subject matter herein contained. This Escrow
Agreement may only be amended by a writing signed by the Buyer and the Sellers'
Representative.
(e) Neither the Sellers nor the Buyer shall have any right, title or
interest in or to the Escrowed Funds until (and then only to the extent that)
the Escrowed Funds are distributed to such party. The parties hereto intend
that, in the event of the filing of any petition in bankruptcy by or against any
Seller or the Buyer, the bankruptcy estate of any Seller or the Buyer, as the
case may be, shall have no right, title or interest in or to the Escrowed Funds
until (and then only to extent that) the same is actually received by such
Seller or the Buyer.
(f) This Escrow Agreement shall not be assigned by any party without the
written consent of the other parties and any attempted assignment without such
written consent shall be null and void and without legal effect, except that the
Buyer may assign its benefits under this Escrow Agreement to any of its
affiliates without the consent of the other parties hereto. This Escrow
Agreement shall be binding upon and inure to the benefit of the respective
parties hereto, their heirs, legal representatives, successors and, provided any
consent required by this Section is duly obtained, assigns. Nothing herein is
intended or shall be construed to give any other person any right, remedy or
claim under, in or with respect to this Escrow Agreement or any property held
hereunder.
(g) This Escrow Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute one instrument binding on all the parties, notwithstanding that all
the parties are not signatories to the original or the same counterpart.
[three signature pages follow]
IN WITNESS WHEREOF, this Escrow Agreement has been duly
executed by the parties hereto as of the day and year first above written.
SI HANDLING SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President & CEO
SELLERS:
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx
/s/ Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx, Xx.
[signatures continue on following page]
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
[signatures continue on following page]
ESCROW HOLDER:
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
SCHEDULE A
Sellers' Contribution to Escrowed Funds
Claims Expense Purchase Price
Seller Escrow Adjustment Escrow
------ -------------- -----------------
Xxxxxx Xxxxxxx $345,715.20 $283,486.49
Xxxx X. Xxxxxxxxx 250,345.50 205,283.34
Xxxxxx X. Xxxxxxx 44,056.65 36,126.48
Xxx X. Xxxxxxxxx 43,020.00 35,276.43
Xxx X. Xxxxxxxxx 13,994.40 11,475.44
Xxxxxx X. Xxxxx, Xx. 13,476.15 11,050.47
Xxxxxx X. Xxxxxxxx 9,329.62 7,650.32
Xxxxxx Xxxxx 6,738.07 5,525.25
Xxxxxx X. Xxxxx 6,219.78 5,100.23
Xxxxxx X. Xxxxxxxxxxxxx 5,183.20 4,250.17
Xxxxxx X. Xxxxxxx 6,219.85 5,100.23
Xxxxx X. Xxxxxxxx 4,146.55 3,400.12
Xxxx X. Xxxxxxxxxx 1,036.68 850.02
Xxxxxxx X. Xxxx 518.35 425.01
---------- ----------
TOTAL 750,000.00 615,000.00
SCHEDULE B
Sellers' Social Security Number
Seller Social Security Number
------ ----------------------
Xxxxxx Xxxxxxx
Xxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxx
Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxxxxx
Xxxxxx Xxxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxx
