Common use of Escrow Provisions Clause in Contracts

Escrow Provisions. The purchase price will be held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to the terms of the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which we, in good faith believe to be genuine, to have been signed and presented by a proper person or persons, and to conform with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”).

Escrow Provisions. (a) The purchase price will be held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to the terms of the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to Escrow Agent may rely and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputedbe protected in acting or refraining from acting upon any written notice, Law Firms will disburse each request, waiver, consent, receipt or other paper or document from any duly authorized officer or agent of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions PC-Tel or any other fact Indemnified Person or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for hereinGDC, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained thereintherein contained, which we, that the Escrow Agent in good faith believe believes to be genuinegenuine and as to which the Escrow Agent shall have no actual notice of invalidity, lack of authority or other deficiency. (b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for any liability arising from its own negligence, willful misconduct or bad faith. (c) The Escrow Agent shall be entitled to have been signed consult with competent and presented by a proper person or personsresponsible counsel of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to conform take any action in good faith in accordance with the provisions advice of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. such counsel. (hereinafter called “NSHI”d) to Natural Soda, Inc. (“NSI”), registered in the name of NSI PC-Tel and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants GDC jointly and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees severally agree to indemnify and hold the Escrow Agent harmless NSHI, from and against for any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees payments and other expenses, including without limitation, fees of every nature and charactercounsel (who may be selected by the Escrow Agent) for court actions, which NSHI at any time shall for anything done or may sustain or incur omitted by it in the performance of this Escrow Agreement, except as a result of the issue Escrow Agent's own negligence, willful misconduct or bad faith. (e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring safekeeping at an office of the surrender of said Certificate for cancellationEscrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, Escrow Agent or by reason any affiliate of any refusal to issue a new Certificate representing $750,000 the Escrow Agent. The Escrow Agent shall keep accurate accounts of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel all income and interest earned by the funds in the Escrow Fund. (f) All fees and other related expenses arise of the Escrow Agent for its services hereunder (including fees of its legal counsel) shall be paid by PC-Tel. Such fees and expenses shall be determined in accordance with the fee schedule attached hereto as Schedule A or occur through accident, oversight, inadvertence or neglect on as otherwise provided to PC-Tel. ---------- (g) None of the part of NSHI, provisions contained in this Escrow Agreement shall cause the Escrow Agent to advance its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth own funds in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day performance of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)its duties herein described.

Escrow Provisions. The purchase price will parties acknowledge that the Title Company shall be conclusively entitled to rely, except as hereinafter set forth, upon written instruction from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, Title Company pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the terms of “Notifying Party”) to the Purchase Agreement and will only Title Company as to how the Deposit should be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will shall be authorize to and shall disburse (i) the purchase price sent simultaneously to the seller and other parties (ii) the original instruments to the purchaser“Notice Party” or “Notice Parties”). If the entitlement Notice Parties do not object to the funds/documents is not disputed, Law Firms will disburse each of them Notifying Party’s notice to the party that has Title Company within five (5) days after the undisputed right Notice Parties’ receipt of the Notifying Party’s notice to receive themthe Title Company, the Title Company shall be able to rely on the same. On If the other handNotice Parties send, if there is within such five (5) days, written notice to the Title Company disputing the Notifying Party’s notice, a dispute as shall exist and the Title Company shall have no liability to all or any part, each party on account of Title Company’s failure to disburse the Law Firms will hold the items that are in Deposit if a dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties shall have arisen with respect to the Purchase Agreement, as to the proper disposition propriety of said funds/instrumentssuch disbursement. In the event of any dispute between the parties hereto as to who is entitled to receive the facts Deposit, Title Company may invest the funds in obligations of defaultthe U.S. Government having a maturity of not more than ninety (90) days, the validity may deposit or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending interplead such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in funds into a court of appropriate competent jurisdiction which will determine pending a final decision of such controversy, and (if such funds have not been deposited into a court) shall disburse or arrange for disbursement of such funds in accordance with the rights final order of a court of competent jurisdiction. The parties hereto further agree that Title Company shall not be liable for failure of any depository and shall not be otherwise liable except in the respective parties to the fundsevent of Title Company’s gross negligence or willful misconduct. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms The Title Company shall be fully protected in every reimbursed by the party that does not prevail for any reasonable exercise of its discretion and shall have no obligations hereunder either party expenses incurred by the Title Company arising from a dispute with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which we, in good faith believe to be genuine, to have been signed and presented by a proper person or persons, and to conform with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)Deposit.

Escrow Provisions. a. The purchase price will be held by Title Company shall disburse the Law Firm representing Mars and Deposit to the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to party entitled thereto under the terms of this Agreement. Upon receipt of a written demand (“Demand”) from Seller or Buyer that Seller or Buyer, as applicable, is entitled to receive the Purchase Agreement Deposit, the Title Company shall thereafter promptly send a copy (“Forwarding Notice”) of the Demand to the party who did not deliver the Demand. If within three (3) business days after delivery of the applicable Forwarding Notice, the Title Company receives a written objection (“Objection”) from the party receiving the Forwarding Notice, the Title Company shall promptly forward a copy of such Objection to the other party. In such event, the Title Company shall continue to hold the Deposit until otherwise directed by written instructions from both Seller and will only Buyer or by a final, non-appealable order or judgment of a court of competent jurisdiction. Notwithstanding the foregoing, Title Company shall have the right, in the event of its receipt of an Objection or any other disputeregarding the Deposit, to deliver the remaining Deposit, if any, to a court of competent jurisdiction. The Title Company shall give written notice of any such delivery to the other parties hereto. Upon such delivery, the Title Company shall be disbursed by relieved and discharged of all further obligations and responsibilities hereunder. If within three (3) business days after delivery of the respective Law Firms Forwarding Notice, the Title Company does not receive an Objection from the party receiving the Forwarding Notice or prior thereto receives written approval from the party receiving the Forwarding Notice, then the Title Company shall promptly thereafter pay the amount set forth in such Demand to the party delivering the Demand in accordance with the terms thereofinstructions in the Demand. At ClosingNotwithstanding the foregoing provisions of this Section 24(a), however, in the event this Agreement is terminated by Buyer (or deemed terminated by Buyer) pursuant to Section 2(c) of this Agreement, the Law Firm will be authorize to and Title Company shall disburse the Deposit to Buyer without prior notice to, or the consent of, Seller. b. Notwithstanding any other provision in this Section 24, the Title Company shall have the right but not the obligation to consult counsel and to require and receive such written certifications or instructions from any party hereto as the Title Company reasonably deems necessary or appropriate before taking any action hereunder. If any dispute concerning (i) receipt or disbursement of the purchase price to the seller and Deposit held hereunder and/or (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or this Agreement arises between any part, each of the Law Firms will hold parties hereto, or if the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, Title Company is uncertain as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of defaultTitle Company’s obligations hereunder, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms Title Company shall have the unfettered right but not the obligation to interplead refrain from taking any action other than to continue to hold the funds/documents remaining funds then held hereunder in escrow until otherwise directed by a final order or judgment of a court of competent jurisdiction or by a written agreement signed by Xxxxx and Seller. c. The Title Company may assume the genuineness of any document or signature which appears to the Title Company to be genuine, whether or not original or photocopy. The Title Company shall in no event be liable or responsible for any failure of the financial institution in which the Deposit is deposited to pay such amount at the Title Company’s direction. d. The Title Company shall not be obligated to, but may, institute legal proceedings of any kind that it deems in its reasonable judgment to be necessary or appropriate, including but not limited to a legal proceeding or action in a court of appropriate competent jurisdiction which will to determine the rights Title Company’s obligations hereunder or to seek permission to deposit the funds in court and be relieved of all further obligations hereunder. e. Buyer and Seller acknowledge that the respective parties Title Company shall not be liable to Buyer and Seller for any act or omission on Title Company’s part except to the funds. Upon disbursement extent taken or interpleading suffered in willful disregard of this Agreement or involving Title Company’s gross negligence. f. The Title Company may resign as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations escrow agent hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect ten (10) days’ written notice to any questions relating Xxxxx and Xxxxxx, subject to the duties appointment of a substitute escrow agent by Xxxxx and responsibilities hereunderSeller and the acceptance by the substitute escrow agent of such appointment, or (ii) any action taken or omitted in reliance following the petitioning of a court of competent jurisdiction seeking the appointment of a substitute escrow agent, upon any instrument, including the written advice provided for herein, not only as to its due execution appointment by such court of a substitute escrow agent and the validity acceptance by such court-appointed substitute escrow agent of such appointment, or (iii) upon the deposit of the funds, if any, then held by Title Company hereunder with a court of competent jurisdiction. g. Seller and effectiveness of its provisionsBuyer, but also as jointly and severally, hereby agree to indemnify the truth and accuracy of any information contained therein, which we, in good faith believe to be genuine, to have been signed and presented by a proper person or personsTitle Company for, and to conform hold it harmless from and against, any loss, liability or expense incurred by the Title Company, including, without limitation, reasonable attorney’s fees and disbursements, which may be imposed upon or incurred by the Title Company in connection with its serving as escrow agent under this Agreement, except to the extent arising from the gross negligence or willful misconduct of the Title Company. The provisions of this Section 24(g) shall survive the Purchase expiration or earlier termination of this Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”).

Escrow Provisions. The purchase price Escrow Agent will be held by hold the Law Firm representing Mars aforementioned deposit and shall return or release the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to the terms of the Purchase Agreement and will only be disbursed by the respective Law Firms deposit in accordance with the terms thereof. At Closingof this Agreement, upon judicial decree or the Law Firm will be authorize to and shall disburse (i) the purchase price delivery to the seller Escrow Agent of a mutual declaration signed by the Reserving Party and (ii) Sponsor directing the original instruments Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the purchaser. If the entitlement cash which may be deposited with it hereunder and to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each dispose of the Law Firms will hold same in accordance with the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instrumentsterms hereof. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, Escrow Agent shall be under no obligation entitled to actrely and act upon any written instrument received by it from either party. Upon disposition by Xxxxxx Agent, except under process or order of courtin accordance with the terms hereof, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement funds deposited with or interpleading as described hereinretained by Escrow Agent hereunder, the Law Firms will Escrow Agent shall be fully and finally released and discharged from any obligations with respect to said itemsand all duties, obligations, and liabilities hereunder. Other than as set forth herein, in its actions hereunder, the Law Firms The Escrow Agent’s sole liability hereunder shall be fully protected to hold the Deposit, to make payments and distributions in every reasonable exercise accordance with the terms of this Escrow Agreement, and otherwise to discharge its obligations hereunder. Escrow Agent shall not be liable for any act performed in good faith or in reliance on any document instrument or statement believed by it to be genuine. The Reserving Party and Sponsor jointly and severally agree to indemnify and hold harmless Escrow Agent from all losses, costs and expenses that may be incurred as a result of its discretion and shall have no obligations hereunder either party with respect to involvement in any litigation, including, but not limited to, attorneys fees, arising from the funds, except as expressly set forth herein. In performing any performance of the Law Firm(s its duties hereunder, the Law Firm provided that such losses, costs and expenses shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) have resulted from any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to by the duties Escrow Agent and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which we, in good faith believe to be genuine, to it shall have been signed and presented by a proper person adjudged grossly negligent or persons, and to conform with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered engaged in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)willful misconduct.

Escrow Provisions. (a) The purchase price will be held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaserEscrow Agent may rely, pursuant to the terms of the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all without inquiry or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfactioninvestigation, and shall sustain no liability for its failure to act pending such process be protected in acting or court order refraining from acting, upon any written notice, request, waiver, consent, receipt or indemnification. At other paper or document from any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights officer of the respective parties to the funds. Upon disbursement Company named in Exhibit C or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, officer of Buyer named in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for hereinExhibit B, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained thereintherein contained, which we, that the Escrow Agent in good faith believe believes to be genuine. The Escrow Agent may disregard any and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Escrow Agreement or any other notice signed by the Company and Buyer and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Escrow Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), the Escrow Agent may comply with any such Order without liability to any person, even though such Order may thereafter be annulled, reversed, modified or vacated. (b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person, for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. (c) The Escrow Agent shall be entitled to consult with outside counsel, of its choice with respect to the interpretation of the provisions hereof and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the written advice of such outside counsel provided the other parties hereto have been signed and presented by a proper person or persons, and to conform with the provisions given prior notice of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was Escrow Agent's selection of outside counsel and a copy of such written advice. (d) Each of Buyer and the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, Company agrees to indemnify and hold the Escrow Agent harmless NSHI, from and against for one-half (1/2) of any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, chargespayments and expenses of Escrow Agent in connection with its performance of its duties hereunder, counsel including without limitation, reasonable fees and other expensesexpenses of counsel for court actions, or for anything done or omitted by it in the performance of every nature and characterthis Escrow Agreement, which NSHI at any time shall or may sustain or incur except as a result of the issue Escrow Agent's own gross negligence, willful misconduct or bad faith. (e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring safekeeping at an office of the surrender of said Certificate for cancellationEscrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, Escrow Agent or by reason any affiliate of any refusal to issue a new Certificate representing $750,000 the Escrow Agent. The Escrow Agent shall keep accurate accounts of Senior Secured Series A 10% Debentures due September all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar month, 2005 the Escrow Agent shall provide the Company and Buyer statements on deposits and other investments of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel the Escrow Fund in accord with its usual practices. (f) One half (1/2) of the fees and other related expenses arise or occur through accident, oversight, inadvertence or neglect on of the part Escrow Agent for its services hereunder (including fees and expenses of NSHI, its officers, agents, servants or employeesoutside counsel) shall be paid by Buyer and one half (1/2) of such fees and expenses shall be paid by the Company. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ______________________________________Escrow Agent's fees for its duties shall be $__________ Xxxx X. Xxxxxx, as attorney per year plus reasonable out-of-pocket costs. Such amounts shall be in fact for addition to other amounts payable by the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ parties pursuant to Section 6(d) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)other provisions hereof.

Escrow Provisions. The purchase price will Deposit shall be held in escrow by Lead Title Company upon the following terms: (a) The Deposit shall be deposited in a special interest-bearing commercial bank reasonably acceptable to both Purchaser and Seller or, at the request of Purchaser, may be invested by Lead Title Company in such interest-bearing notes, bonds, bills or other obligations as may from time to time be requested in writing by Purchaser, provided only that such notes, bonds, bills or other obligations are regularly traded on a recognized public securities market. All interest earned on the Deposit shall be the property of the party ultimately receiving payment of the Deposit and shall be paid to such party at the earlier to occur of (i) the Closing or (ii) the date upon which the Deposit is paid to Seller or Purchaser, as the case may be, in accordance with the terms of this Agreement. (b) Lead Title Company shall deliver the Deposit (including interest earned thereon) to Seller or Purchaser, as the case may be, on the following conditions: (i) to Seller, upon receipt of a notice signed by the Law Firm representing Mars parties hereto stating that the Closing has been consummated; (ii) to Seller, upon receipt of demand therefor signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement; PROVIDED, however, that Lead Title Company shall not honor such demand until at least fifteen (15) days after the date on which Lead Title Company shall have sent to Purchaser a copy of such demand, nor thereafter following such 15-day period if Lead Title Company shall have received a notice of objection, within such 15-day period, from Purchaser given in accordance with the provisions of Sections 12(c) and (d) hereof; (iii) to Purchaser, upon receipt of demand therefor signed by Purchaser stating that either Seller has defaulted in the Mars Trust and performance of its obligations under this Agreement or that Purchaser is otherwise entitled to the original documents will be held by refund of the Law Firm representing the purchaser, Deposit pursuant to the terms of this Agreement; PROVIDED, HOWEVER, that Lead Title Company shall not honor such demand until at least fifteen (15) days after the Purchase Agreement and will only be disbursed by the respective Law Firms date on which Lead Title Company shall have sent to Seller a copy of such demand, nor thereafter following such 15-day period if Lead Title Company shall have received a notice of objection, within such 15-day period, from Seller given in accordance with the terms thereof. At Closing, the Law Firm will provisions of Sections 12(c) and (d) hereof. (c) Any notice to or demand upon Lead Title Company shall be authorize to in writing and shall disburse be sufficient only if received by Lead Title Company within the applicable time periods set forth herein, if any. Notices to or demands upon Lead Title Company shall be (1) sent by overnight courier (with receipt requested), to Lead Title Company at the address set forth in Section 8 hereof or at such other address as Lead Title Company shall have last designated by notice to Seller and Purchaser, or (2) served personally upon Lead Title Company with receipt acknowledged in writing by Lead Title Company. Notices from Lead Title Company to Seller or Purchaser shall be (1) sent by overnight courier (with receipt requested) to their respective addresses set forth in Section 8 hereof or at such other address as the party in question shall have last designated by notice to Lead Title Company, or (2) served personally with receipt acknowledged in writing by the addressee. (d) Upon receipt of a demand for the Deposit made by Seller or Purchaser pursuant to Section 12(b)(ii) or (iii), Lead Title Company shall promptly send a copy thereof to the other party hereto. Such other party shall have the right to object to the delivery of the Deposit by sending to Lead Title Company notice of objection within fifteen (15) days after the date on which Lead Title Company shall have sent such copy to such party, but not thereafter. Upon receipt of such notice of objection, Lead Title Company shall promptly send a copy thereof to the party who made the written demand. (e) If (i) Lead Title Company shall have received a notice of objection as provided for in Section 12(d) hereof within the purchase price to the seller and time therefor prescribed or (ii) any other disagreement or dispute shall arise between the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all parties hereto or any partother persons resulting in adverse claims and demands being made for the Deposit, each of the Law Firms will whether or not litigation has been instituted, then and in any such event Lead Title Company shall refuse to comply with any claims or demands on it, and shall continue to hold the items that are in dispute Deposit until Lead Title Company receives either (disbursing the undisputed portionx) until it receives a written instructions, notice signed by both parties hereto directing the disbursement of the Deposit or (y) a final order of a court of competent jurisdiction, entered in an action, suit or proceeding to which Seller and Purchaser are parties, directing the Purchase Agreementdisbursement of the Deposit, as in either of which events Lead Title Company shall then disburse the Deposit in accordance with such direction. Lead Title Company shall not be or become liable in any way or to any person for its refusal to comply with any such claims and demands unless and until it has received such direction. Upon compliance with such direction, Lead Title Company is hereby absolved of and released from any and all liability hereunder. (f) Notwithstanding the proper disposition of said funds/instruments. In the event of foregoing, Lead Title Company may at any dispute between the parties hereto as time, on notice to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, deposit the Law Firms are instructed as follows: Deposit (together with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process any interest earned or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in accrued thereon) with a court of appropriate competent jurisdiction which will determine the rights of the respective and, if desired by Lead Title Company, commence an impleader action against any party hereto not theretofore before such court or an interpleader action against both parties to the fundshereto. Upon disbursement or interpleading the taking by Lead Title Company of any action described in this Section 12(f), Lead Title Company is hereby absolved of and released from any and all liability hereunder. (g) Except as described otherwise provided herein, the Law Firms will be discharged from parties shall reimburse Lead Title Company in equal shares for all reasonable costs and expenses incurred in performing its duties as escrow holder including, but not limited to, reasonable attorneys' fees, disbursements and court costs, either paid to retained attorneys or in an amount representing the fair value of legal services rendered to itself, disbursements and court costs. Lead Title Company is acting hereunder as a depository only and is not responsible or liable in any obligations manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with respect it or any notice or demand given to said items. Other than it or for the form or execution of any such instrument, notice or demand, or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument pursuant to which the parties may act. (h) Lead Title Company is acting solely as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party a stakeholder with respect to the fundsDeposit. Lead Title Company shall not have any duties or responsibilities, except as expressly those set forth herein. In performing any of the Law Firm(s duties hereunderin this Section 12, the Law Firm and shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) in acting upon any action taken signature, notice, demand, request, waiver, consent, receipt or omitted other paper or document believed by Lead Title Company to be genuine and Lead Title Company may assume that any person purporting to give it any notice on behalf of any party in good faith upon advice of its counsel given in respect accordance with the provisions hereof has been duly authorized to any questions relating to the duties and responsibilities hereunder, do so or (ii) in otherwise acting or failing to act under this Section 12 except in the case of Lead Title Company's bad faith. Seller and Purchaser each hereby release Lead Title Company from any action taken act done or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which we, be done by Lead Title Company in good faith believe to be genuine, to have been signed and presented by a proper person or persons, and to conform with in the performance of its duties hereunder. (i) Lead Title Company has executed this Agreement for the sole purpose of confirming its agreements contained in this Section 12. (j) Seller's Federal tax identification number is 76-0615936. Purchaser's Federal tax identification number is 13-5482000. (k) The provisions of this Section 12 xxxxx xxxxive the Purchase Closing or the termination of this Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”).

Escrow Provisions. The purchase price will be held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to the terms of the Purchase Agreement and will only be disbursed by the respective Law Firms (a) In acting in accordance with the terms thereof. At Closingprovisions of this Agreement, the Law Firm will be authorize to Escrow Agent may rely and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputedbe protected in acting or refraining from acting upon any written notice, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the request, waiver, consent, receipt or other hand, if there is a dispute as to all paper or document from any Employee or any part, each duly authorized officer or agent of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for hereinPC-Tel, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained thereintherein contained, which we, that the Escrow Agent in good faith believe believes to be genuinegenuine and as to which the Escrow Agent shall have no actual notice of invalidity, lack of authority or other deficiency. (b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for any liability arising from its own negligence, willful misconduct or bad faith. (c) The Escrow Agent shall be entitled to have been signed consult with competent and presented by a proper person or personsresponsible counsel of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to conform take any action in good faith in accordance with the provisions advice of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. such counsel. (hereinafter called “NSHI”d) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, PC-Tel agrees to indemnify and hold the Escrow Agent harmless NSHI, from and against for any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees payments and other expenses, including without limitation, fees of every nature and charactercounsel (who may be selected by the Escrow Agent) for court actions, which NSHI at any time shall for anything done or may sustain or incur omitted by it in the performance of this Escrow Agreement, except as a result of the issue Escrow Agent's own negligence, willful misconduct or bad faith. (e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring safekeeping at an office of the surrender of said Certificate for cancellationEscrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, Escrow Agent or by reason any affiliate of any refusal to issue a new Certificate representing $750,000 the Escrow Agent. The Escrow Agent shall keep accurate accounts of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel all income and interest earned by the funds in the Escrow Fund. (f) All fees and other related expenses arise of the Escrow Agent for its services hereunder (including fees of its legal counsel) shall be paid by PC-Tel. Such fees and expenses shall be determined in accordance with the fee schedule attached hereto as Schedule C or occur through accident, oversight, inadvertence or neglect on as otherwise provided to PC-Tel. ---------- (g) None of the part of NSHI, provisions contained in this Escrow Agreement shall cause the Escrow Agent to advance its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth own funds in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day performance of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)its duties herein described.

Escrow Provisions. The purchase price will be held by 13.1 By executing the Law Firm representing Mars and joinder hereto, Title Company agrees to hold the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, Exxxxxx Money (including any accrued interest thereon) pursuant to the terms provisions of Article 2 and upon the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and following terms: 13.1.1 The Title Company shall have no obligations hereunder either party with respect to the funds, except as duties or responsibilities other than those expressly set forth herein. The Title Company shall have no duty to enforce any obligation of any person to make any payment or delivery or to enforce any obligation of any person to perform any other act. The Title Company shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto (other than the Title Company) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. Except for amendments to this Contract hereinafter referred to and except for joint instructions given to the Title Company by Seller and Purchaser relating to the Exxxxxx Money (including any accrued interest thereon), Title Company shall not be obligated to recognize any agreement between any or all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof. 13.1.2 In performing its capacity as escrow agent, the Title Company shall not be responsible for the genuineness or validity of any security, instrument, document or item deposited with it and shall have no responsibility other than to faithfully follow the instructions contained herein, and it is fully protected in acting in accordance with any written instrument given to it hereunder by any of the Law Firm(s duties parties hereto and reasonably believed by the Title Company to have been signed by the proper person. The Title Company may assume that any person purporting to give any notice hereunder has been duly authorized to do so. The Title Company is acting as a stakeholder only with respect to the Exxxxxx Money (including any accrued interest thereon). Promptly after the receipt by the Title Company of (a) notice of any demand by either party claiming that it is entitled to the Exxxxxx Money (including any accrued interest thereon) (including, without limitation, a notice terminating this Contract) or (b) any other claim or the commencement of any action, suit or proceeding by either party, the Title Company shall, if a claim in respect thereof is to be made against any of the other parties hereto, send a copy of such notice to the other party and inform the other party of such claim; but the failure by the Title Company to give such notice shall not relieve any party from any liability which such party may have to the Title Company hereunder. If the Title Company shall receive written notice from either party within ten (10) business days after delivery of such notice instructing the Title Company not to deliver the Exxxxxx Money (including any accrued interest thereon) to the other party or to otherwise hold the Exxxxxx Money (including any accrued interest thereon), or if for any reason there is any dispute or uncertainty concerning any action to be taken hereunder, the Law Firm Title Company shall take no action and shall continue to hold the Exxxxxx Money (including any accrued interest thereon) until it has received instructions in writing executed by Seller and Purchaser or until directed by a final order of judgment of a court of competent jurisdiction, whereupon the Title Company shall take such action in accordance with such instructions or such order. Notwithstanding anything contained in this Section 13.1 any other provision herein to the contrary, prior to the expiration of the Inspection Period, the Title Company shall promptly return the Exxxxxx Money to Purchaser upon its written demand therefore as provided in Section 10.4 of this Contract without any notice required from Seller. 13.1.3 It is understood and agreed that the duties of the Title Company are purely ministerial in nature. The Title Company shall not incur any liability be liable to the other parties hereto or to anyone else for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of reasonable judgment, except for acts of willful misconduct or gross negligence. The Title Company may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of its counsel given in respect to any questions relating to (including counsel chosen by the duties and responsibilities hereunderTitle Company), or (ii) any action taken or omitted in reliance upon any statement, instrument, including the written advice provided for herein, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy acceptability of any information contained thereintherein contained) which is reasonably believed by the Title Company to be genuine and to be signed or presented by the proper person or persons. The Title Company shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Contract or any of the terms hereof, unless evidenced by a final judgment or decree of a court of competent jurisdiction in the State of California, or a Federal court in such jurisdiction or a writing delivered to the Title Company signed by the proper party or parties and, if the duties or rights of the Title Company are affected, unless it shall give its prior written consent thereto. 13.1.4 The Title Company shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which wean action would or might be taken by the Title Company does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith believe to be genuineand in the exercise of reasonable judgment, to have been signed and presented by a proper person or persons, and to conform in reliance upon such assumption. 13.1.5 Except in connection with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, Title Company's willful misconduct or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said requestgross negligence, the undersigned, its personal Title Company shall be indemnified and legal representatives, successors, held harmless jointly and assigns, agrees to indemnify and hold harmless NSHI, severally by the other parties hereto from and against any and all claimsexpenses or loss suffered by the Title Company (as escrow agent), actions and suitsincluding reasonable attorneys' fees, whether groundless in connection with any action, suit or otherwise, and from and against other proceeding involving any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and characterclaim, which NSHI at any time shall arises out of or may sustain or incur as a result relates to this Contract, the services of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30Title Company hereunder or the monies held by it hereunder. 13.1.6 From time to time on and after the date hereof, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do Seller and Purchaser shall deliver or cause to be delivered to the Title Company such further documents and instruments and shall do and cause to be done such further acts as the Title Company shall reasonably request (it being understood that the Title Company shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Contract, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 13.1.7 The Title Company may resign at any time as the escrow agent hereunder upon giving five (5) days' prior written notice to that effect to both Seller and Purchaser. In such event, the successor escrow agent shall be a nationally recognized title insurance company or other person acceptable to both Seller and Purchaser. Such party that will no longer be serving as escrow agent shall deliver, against receipt, to such successor escrow agent, the Exxxxxx Money (including any accrued interest thereon) held by such party, to be held by such successor escrow agent pursuant to the terms and provisions of this Contract. If no such successor has been designated on or before such party ceases to be escrow agent hereunder, whether by resignation or otherwise, its obligations as escrow agent shall continue until such successor is appointed, provided, however, its sole obligation thereafter shall be to safely keep all monies then held by it and to deliver the same to the person, firm or corporation designated as its successor or until directed by a final order or judgment of a court of competent jurisdiction, whereupon the Title Company shall make disposition thereof in accordance with respect to said Certificate represented to have been lostsuch order; provided further, stolenhowever, or destroyedthat the Title Company, or by reason of in such event, shall deliver the Exxxxxx Money (including any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30accrued interest thereon) against receipt, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, bank or destroyed whether trust company or not title insurance company operating in California selected by such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employeesparty. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent If no successor escrow agent is designated and qualified within five (5) days after its resignation is effective, such party that will no longer be serving as escrow agent may apply to secure as evidence any court of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact competent jurisdiction for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form appointment of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)a successor escrow agent.

Escrow Provisions. The purchase price will be held by 13.1 By executing the Law Firm representing Mars and joinder hereto, Title Company agrees to hold the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, Xxxxxxx Money pursuant to the terms provisions of Article 2 and upon the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and following terms: 13.1.1 The Title Company shall have no obligations hereunder either party with respect to the funds, except as duties or responsibilities other than those expressly set forth herein. The Title Company shall have no duty to enforce any obligation of any person to make any payment or delivery or to enforce any obligation of any person to perform any other act. The Title Company shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto (other than the Title Company) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except for amendments to this Contract hereinafter referred to and except for joint instructions given to the Title Company by Sellers and Purchaser relating to the Xxxxxxx Money, Title Company shall not be obligated to recognize any agreement between any or all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof. 13.1.2 In performing its capacity as escrow agent, the Title Company shall not be responsible for the genuineness or validity of any security, instrument, document or item deposited with it and shall have no responsibility other than to faithfully follow the instructions contained herein, and it is fully protected in acting in accordance with any written instrument given to it hereunder by any of the Law Firm(s duties hereunder, parties hereto and reasonably believed by the Law Firm shall not incur any liability Title Company to anyone for any damages, losses or expenseshave been signed by the proper person, except for willful default or for negligence, and that Title Company shall act in accordance with Section 10.4 in connection with the Law Firm shall, accordingly, not incur disposition of the Xxxxxxx Money. The Title Company may assume that any such liability person purporting to give any notice hereunder has been duly authorized to do so. The Title Company is acting as a stakeholder only with respect to the Xxxxxxx Money. Promptly after the receipt by the Title Company of (ia) notice of any demand by either party claiming that it is entitled to the Xxxxxxx Money or (b) any other claim or the commencement of any action, suit or proceeding by either party, the Title Company shall, if a claim in respect thereof is to be made against any of the other parties hereto, send a copy of such notice to the other party and inform the other party of such claim; but the failure by the Title Company to give such notice shall not relieve any party from any liability which such party may have to the Title Company hereunder. In the event that, prior to the expiration of the Inspection Period, the Title Company receives a copy of a Termination Notice from Purchaser, the Title Company shall, by not later than the second (2nd) Business Day following receipt of Purchaser’s request, return the Initial Deposit (unless Purchaser and Sellers advise you in writing otherwise) held by you to Purchaser regardless of any instruction to the contrary from Seller. 13.1.3 It is understood and agreed that the duties of the Title Company are purely ministerial in nature. The Title Company shall not be liable to the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of reasonable judgment, except for acts of willful misconduct or gross negligence. Except with respect to the disposition of the Xxxxxxx Money pursuant to Section 10.4, the Title Company may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of its counsel given in respect to any questions relating to (including counsel chosen by the duties and responsibilities hereunderTitle Company), or (ii) any action taken or omitted in reliance upon any statement, instrument, including the written advice provided for herein, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy acceptability of any information contained thereintherein contained) which is reasonably believed by the Title Company to be genuine and to be signed or presented by the proper person or persons. The Title Company shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Contract or any of the terms hereof, unless evidenced by a final judgment or decree of a court of competent jurisdiction in the State of New York, or a Federal court in such jurisdiction or a writing delivered to the Title Company signed by the proper party or parties (subject to Section 10.4) and, if the duties or rights of the Title Company are affected, unless it shall give its prior written consent thereto. 13.1.4 The Title Company shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which wean action would or might be taken by the Title Company does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith believe to be genuineand in the exercise of reasonable judgment, to have been signed and presented by a proper person or persons, and to conform in reliance upon such assumption. 13.1.5 Except in connection with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, Title Company’s willful misconduct or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said requestgross negligence, the undersigned, its personal Title Company shall be indemnified and legal representatives, successors, held harmless jointly and assigns, agrees to indemnify and hold harmless NSHI, severally by the other parties hereto from and against any and all claimsexpenses or loss suffered by the Title Company (as escrow agent), actions and suitsincluding reasonable attorneys’ fees, whether groundless in connection with any action, suit or otherwise, and from and against other proceeding involving any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and characterclaim, which NSHI at any time shall arises out of or may sustain or incur as a result relates to this Contract, the services of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30Title Company hereunder or the monies held by it hereunder. 13.1.6 From time to time on and after the date hereof, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do Sellers and Purchaser shall deliver or cause to be delivered to the Title Company such further documents and instruments and shall do and cause to be done such further acts as the Title Company shall reasonably request (it being understood that the Title Company shall have no obligation to make any such request except as reasonably required herein) to carry out more effectively the provisions and purposes of this Contract, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 13.1.7 The Title Company may resign at any time as the escrow agent hereunder upon giving five (5) days’ prior written notice to that effect to both Sellers and Purchaser. In such event, the successor escrow agent shall be a nationally recognized title insurance company or other person acceptable to both Sellers and Purchaser. Such party that will no longer be serving as escrow agent shall deliver, against receipt, to such successor escrow agent, the Xxxxxxx Money held by such party, to be held by such successor escrow agent pursuant to the terms and provisions of this Contract. If no such successor has been designated on or before such party ceases to be escrow agent hereunder, whether by resignation or otherwise, its obligations as escrow agent shall continue until such successor is appointed, provided, however, its sole obligation thereafter shall be to safely keep all monies then held by it and to deliver the same to the person, firm or corporation designated as its successor or until directed by a final order or judgment of a court of competent jurisdiction or upon mutual direction of Purchaser and Seller, whereupon the Title Company shall make disposition thereof in accordance with respect to said Certificate represented to have been lostsuch order; provided further, stolenhowever, or destroyedthat the Title Company, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30in such event, 2005 of NSHI shall deliver the Xxxxxxx Money against receipt, to any person offering to surrender said Certificate so represented to have been lost, stolen, bank or destroyed whether trust company or not such liabilities, losses, costs, damages, counsel fees title insurance company mutually designated by the Purchaser and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employeesSeller. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent If no successor escrow agent is designated and qualified within five (5) days after its resignation is effective, such party that will no longer be serving as escrow agent may apply to secure as evidence any court of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact competent jurisdiction for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form appointment of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)a successor escrow agent.

Escrow Provisions. (a) The purchase price will be held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaserEscrow Agent may rely, pursuant to the terms of the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all without inquiry or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfactioninvestigation, and shall sustain no liability for its failure to act pending such process be protected in acting or court order refraining from acting, upon any written notice, request, waiver, consent, receipt or indemnification. At other paper or document from any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights officer of the respective parties to the funds. Upon disbursement Company named in Exhibit C or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, officer of Buyer named in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for hereinExhibit B, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained thereintherein contained, which we, that the Escrow Agent in good faith believe believes to be genuine. The Escrow Agent may disregard any and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Escrow Agreement or any other notice signed by the Company and Buyer and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Escrow Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), the Escrow Agent may comply with any such Order without liability to any person, even though such Order may thereafter be annulled, reversed, modified or vacated. (b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person, for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. (c) The Escrow Agent shall be entitled to consult with outside counsel, of its choice with respect to the interpretation of the provisions hereof and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the written advice of such outside counsel provided the other parties hereto have been signed and presented by a proper person or persons, and to conform with the provisions given prior notice of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was Escrow Agent's selection of outside counsel and a copy of such written advice. (d) Each of Buyer and the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, Company agrees to indemnify and hold the Escrow Agent harmless NSHI, from and against for one-half (1/2) of any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, chargespayments and expenses of the Escrow Agent in connection with its performance of its duties hereunder, counsel including without limitation, reasonable fees and other expensesexpenses of counsel for court actions, or for anything done or omitted by it in the performance of every nature and characterthis Escrow Agreement, which NSHI at any time shall or may sustain or incur except as a result of the issue Escrow Agent's own gross negligence, willful misconduct or bad faith. (e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring safekeeping at an office of the surrender of said Certificate for cancellationEscrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, Escrow Agent or by reason any affiliate of any refusal to issue a new Certificate representing $750,000 the Escrow Agent. The Escrow Agent shall keep accurate accounts of Senior Secured Series A 10% Debentures due September all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar month, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees the Escrow Agent shall provide the Company and Buyer statements on deposits and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee investments of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)Escrow Fund in accord with its usual practices.

Escrow Provisions. The purchase price will Deposit shall be held by the Law Firm representing Mars Title Company, in escrow, and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to the terms disposed of the Purchase Agreement and will only be disbursed by the respective Law Firms in accordance with the terms thereof. At Closingfollowing provisions: (a) If the Closing occurs, the Law Firm will Title Company shall deliver the Deposit to Seller on the Closing Date. (b) If Buyer exercises a termination right in accordance with Section 5.3 or Section 12.2 above, the Title Company shall deliver the Deposit (less the Initial Payment) to Buyer upon receipt of a written demand therefor from Buyer (a copy of which must be authorize simultaneously sent to Seller) and the Title Company shall disburse deliver the Initial Payment to Seller. (ic) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is Closing does not disputed, Law Firms will disburse each of them to the party that has the undisputed right to receive them. On the occur for any reason other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth hereinin subsection (b) above, the Title Company shall deliver the Deposit to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this paragraph (provided, in all events the Seller shall be entitled to the Initial Payment). If for any reason the Closing does not occur and either party makes a written demand upon the Title Company for payment of the Deposit, the Title Company shall give written notice to the other party of such demand. If the Title Company does not receive a written objection from the other party to the proposed payment within ten (10) business days after the giving of such notice, the Title Company is hereby authorized to make such payment. If the Title Company does receive such written LEGAL02/34919558v5 objection within such ten (10) business day period, the Title Company shall continue to hold the Deposit (less the Initial Payment, which shall be delivered to Seller) until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court. (d) The parties acknowledge that the Title Company is acting solely at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its actions part taken or made in good faith and not in disregard of this Agreement. Seller and Buyer shall jointly and severally indemnify and hold the Title Company harmless from and against all Liabilities incurred in connection with the performance of the Title Company’s duties hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party except with respect to actions or omissions taken or made by the fundsTitle Company in bad faith, except as expressly set forth herein. In performing any in disregard of this Agreement or involving negligence on the part of the Law Firm(s duties hereunder, Title Company. (e) Buyer shall pay any income taxes on interest (if any) earned on the Law Firm Deposit and shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of provide its counsel given in respect to any questions relating taxpayer identification number to the duties Title Company concurrently with the deposit of the Deposit. (f) The Title Company has executed this Agreement in the place indicated on the signature page hereof solely to confirm that the Title Company has received and responsibilities hereunder, or (ii) any action taken or omitted shall hold the Deposit in reliance upon any instrument, including escrow and shall disburse the written advice provided for herein, not only as Deposit pursuant to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which we, in good faith believe to be genuine, to have been signed and presented by a proper person or persons, and to conform with the provisions of the Purchase Agreementthis Article 13. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued Deposit shall be held in an interest-bearing account selected by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered Buyer at a federally-insured bank in the name of NSI Buyer, which shall have no penalty for early withdrawal, and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, shall not be commingled with any funds of Title Company or destroyedany other person or entity. The undersigned requests NSHI to issue provisions of this Article 13 shall survive the termination of this Agreement or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur Closing (as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”applicable).

Escrow Provisions. The purchase price will be held by the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, Escrow Agent agrees to hold any cash Deposit delivered to Escrow Agent pursuant to the terms this Agreement (including any cash Deposit delivered to Escrow Agent upon conversion of the Purchase Agreement and will only be disbursed by Letter of Credit) in the respective Law Firms Escrow for application in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each provisions of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase this Agreement, as to upon the proper disposition of said funds/instruments. In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and following terms: (a) Escrow Agent shall have no obligations hereunder either party with respect to the funds, except as duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. Except for amendments to this Agreement hereinafter referred to and except for joint instructions given to Escrow Agent by Seller and Purchaser relating to the Deposit, Escrow Agent shall not be obligated to recognize any agreement between any or all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof. (b) In performing its capacity as Escrow Agent, Escrow Agent shall not be responsible for the genuineness or validity of any security, instrument, document or item deposited with it and shall have no responsibility other than to faithfully follow the instructions contained herein, and it is fully protected in acting in accordance with any written instrument given to it hereunder by any of the Law Firm(s duties hereunder, parties hereto and believed by Escrow Agent to have been signed by the Law Firm shall not incur proper person. Escrow Agent may assume that any liability person purporting to anyone for give any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability notice hereunder has been duly authorized to do so. Escrow Agent is acting as a stakeholder only with respect to the Deposit. In the event that for any reason there is any dispute or uncertainty concerning any action to be taken hereunder, Escrow Agent shall take no action until it shall have received instructions in writing concurred to by Seller and Purchaser or until directed by a final order of judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or such order. (ic) It is understood and agreed that the duties of Escrow Agent are purely ministerial in nature. Escrow Agent shall not be liable to the other parties hereto or to anyone else for any action taken or omitted by it, including, without limitation, drawing on the Letter of Credit in accordance with Section 2.2(d)(iii) above, or any action suffered by it to be taken or omitted, in good faith and in the exercise of reasonable judgment, except for acts of willful misconduct or negligence. Escrow Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder(including counsel chosen by Escrow Agent), or (ii) any action taken or omitted in reliance upon any statement, instrument, including the written advice provided for herein, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy acceptability of any information contained thereintherein contained) which is reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a final judgment or decree of a court of competent jurisdiction in the State of New York or a Federal court in such State, or a writing delivered to Escrow Agent signed by the proper party or parties and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. (d) Escrow Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which wean action would or might be taken by Escrow Agent does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith believe to be genuine, to have been signed and presented by a proper person or persons, and to conform with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name exercise of NSI reasonable judgment, in reliance upon such assumption. (e) Except in connection with Escrow Agent's willful misconduct or negligence, Escrow Agent shall be indemnified and pledged to held harmless jointly and severally by the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, other parties hereto from and against any and all claimsexpenses or loss suffered by Escrow Agent (as Escrow Agent), actions and suitsincluding reasonable attorneys' fees, whether groundless in connection with any action, suit or otherwiseother proceeding involving any claim, and from and which arises out of or relates to this Agreement, the services of Escrow Agent hereunder or the monies held by it hereunder. Promptly after the receipt by Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, Escrow Agent shall, if a claim in respect thereof is to be made against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30other parties hereto, 2005of NSHI notify such other parties hereto in place of said Certificate without requiring writing; but the surrender of said Certificate for cancellationfailure by Escrow Agent to give such notice shall not relieve any party from any liability which such party may have to Escrow Agent hereunder. (f) From time to time on and after the date hereof, or by reason of any payment, transfer, exchange or other act which the NSHI may do Seller and Purchaser shall deliver or cause to be delivered to Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as Escrow Agent shall reasonably request (it being understood that Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. (g) If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment or refund, as the case may be, of the Deposit (which shall, for the avoidance of doubt, include the draw on, or the return of, the Letter of Credit) or any portion thereof, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent shall receive written notice from either party within ten (10) Business Days after delivery of such notice instructing Escrow Agent not to deliver the Deposit to the other party or to otherwise hold the Deposit, or if for any reason there is any dispute or uncertainty concerning any action to be taken pursuant to this Section 2.5(g) (but at all times subject to the obligations of Escrow Agent under Section 2.2(d)(iii) hereof), Escrow Agent shall take no action and shall continue to hold the Deposit until it has received instructions in writing concurred to by Seller and Purchaser or until directed by a final order of judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with respect such instructions or such order. If Escrow Agent does not receive a written objection from the other party to said Certificate represented the proposed payment or refund, as the case may be, within ten (10) Business Days after the giving of the notice described in the preceding sentence, Escrow Agent is hereby authorized to make such payment or refund (and if the Deposit is a Letter of Credit, Escrow Agent may cause the Letter of Credit to be drawn and the proceeds thereof to be delivered to Seller or the Letter of Credit returned to Purchaser, as the case may be); provided, however, if for any reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. Notwithstanding the foregoing, Escrow Agent shall have the right at any time to deposit any cash Deposit (including the proceeds of any Letter of Credit if converted to cash in accordance with the provisions hereof) with the Clerk of the Supreme Court of Queens County, New York, it being understood and agreed that in no event or under any circumstance shall Escrow Agent be permitted to deposit the Letter of Credit with the Clerk as aforesaid. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. Purchaser waives any right it may have to obtain an injunction or other equitable relief to prevent Escrow Agent from drawing on the Letter of Credit and depositing the same with the Clerk of the Supreme Court of Queens County, New York. (h) Escrow Agent may resign at any time as Escrow Agent hereunder upon giving five (5) Business Days' prior written notice to that effect to each of Seller and Purchaser. In such event, the successor Escrow Agent shall be a nationally recognized title insurance company or a nationally recognized law firm selected by Purchaser and reasonably accepted by Seller. Such party that will no longer be serving as Escrow Agent shall deliver, against receipt, to such successor Escrow Agent, the Deposit held by such party, to be held by such successor Escrow Agent pursuant to the terms and provisions of this Agreement. If no such successor has been designated on or before such party ceases to be Escrow Agent hereunder, whether by resignation or otherwise, its obligations as Escrow Agent shall continue until such successor is appointed; provided, however, its sole obligation thereafter shall be to safely keep all monies then held by it and to deliver the same to the person, firm or corporation designated as its successor or until directed by a final order or judgment of a court of competent jurisdiction, whereupon Escrow Agent shall make disposition thereof in accordance with such order. If no successor Escrow Agent is designated and qualified within five (5) Business Days after its resignation is effective, such party that will no longer be serving as Escrow Agent shall apply to the Clerk of the Supreme Court of Queens County, New York, for the appointment of a successor Escrow Agent. Notwithstanding the foregoing, at any time that Escrow Agent is holding the Letter of Credit, it shall be a condition to such resignation that, and no resignation shall be effective until, the Letter of Credit shall have been lost, stolen, or destroyed, or by reason transferred to the successor Escrow Agent in compliance with the requirements of the Letter of Credit. All costs of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to transfer shall be paid by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”)Purchaser.

Escrow Provisions. The purchase price will be held by (a) By its signature below, Title Company acknowledges receipt of the Law Firm representing Mars and Deposit (whether in the Mars Trust and form of cash or a Letter of Credit). Title Company agrees to hold the original documents will be held by Deposit (whether in the Law Firm representing the purchaser, form of cash or a Letter of Credit) in escrow pursuant to the terms provisions of the Purchase this Agreement and will only be disbursed by the respective Law Firms for application in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each provisions of them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase this Agreement, as including the following terms: (1) Title Company shall have no duties or responsibilities other than those expressly set forth in this Agreement. Title Company shall have no duty to the proper disposition of said funds/instruments. In the event enforce any obligation of any dispute between the parties hereto as person to the facts make any payment or delivery or to enforce any obligation of default, the validity or meaning of these instructions or any person to perform any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, act. Title Company shall be under no obligation liability to actthe other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. Except for this Agreement, amendments to this Agreement executed by Transferors and Buyer and except under process for joint written instructions given to Title Company by Transferors and Buyer relating to the Deposit, Title Company shall not be obligated to recognize any agreement between any or order all of courtthe persons referred to herein, notwithstanding that references thereto may be made herein and whether or until not it has been adequately indemnified to knowledge thereof. (2) In its full satisfactioncapacity as Title Company, and Title Company shall sustain no liability not be responsible for its failure to act pending such process the genuineness or court order validity of any security, instrument, document or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations deposited with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion it and shall have no obligations responsibility other than to faithfully follow the instructions contained in this Agreement, and subject to the terms hereof, it is fully protected in acting in accordance with any written instrument given to it hereunder either party by any of the parties hereto and believed by Title Company to have been signed by the proper person. Title Company may assume that any person purporting to give any notice hereunder has been duly authorized to do so. Title Company is acting as a stakeholder only with respect to the fundsDeposit. If there is any dispute or uncertainty concerning any action to be taken hereunder, except as expressly set forth herein. In performing Title Company shall have the right to take no action (other than to make demand for the principal amount of any portion of the Law Firm(s Deposit in the form of a Letter of Credit as may be required under this Agreement which demand shall be made as so required by this Agreement notwithstanding any contrary instructions by Buyer unless approved in writing by Transferors) until it shall have received instructions in writing approved by Transferors and Buyer or until directed by a final order of judgment of a court of competent jurisdiction, whereupon Title Company shall take such action in accordance with such instructions or such order. (3) It is understood and agreed that the duties hereunder, the Law Firm of Title Company are purely ministerial in nature. Title Company shall not incur any liability be liable to the other parties hereto or to anyone else for any damages, losses or expenses, except for willful default or for negligence, and the Law Firm shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of reasonable judgment, except for acts of willful misconduct or gross negligence. Title Company may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of its counsel given in respect to any questions relating to the duties and responsibilities hereunder(including counsel chosen by Title Company), or (ii) any action taken or omitted in reliance upon any statement, instrument, including the written advice provided for herein, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained thereintherein contained) which is reasonably believed by Title Company to be genuine and signed or presented by the proper person or persons. Title Company shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a final judgment or decree of a court of competent jurisdiction in the State of California or a Federal court in such State, or a writing delivered to Title Company signed by the proper party or parties and, if the duties or rights of Title Company are affected, unless it shall give its prior written consent thereto. (4) Title Company shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which wean action would or might be taken by Title Company does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith believe to be genuine, to have been signed and presented by a proper person or persons, and to conform with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name exercise of NSI reasonable judgment, in reliance upon such assumption. (5) Except in connection with Title Company's willful misconduct or gross negligence, Title Company shall be indemnified and pledged to held harmless jointly and severally by the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and other parties hereto from and against any and all liabilities, lossesexpenses and losses suffered by Title Company (as escrow agent), damages, costs, charges, counsel including reasonable attorneys' fees and other expenses, of every nature and characterin connection with any action, suit or other proceeding involving any claim, which NSHI at arises out of or relates to this Agreement, the services of Title Company hereunder or the monies or instruments held by it hereunder. Promptly after the receipt by Title Company of notice of any time shall demand or may sustain claim or incur as the commencement of any action, suit or proceeding, Title Company shall, if a result demand or a claim is made or an action is commenced against any of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30other parties hereto, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set my hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Trust”).notify such