Exhibit 3
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made on 2 May 1997, by and between Tamarix Investors
LDC ("Investors"), Finprogetti S.p.A. ("Finprogetti"), Xx. Xxxxxx X. Xxxxx
("Xxxxx"), and Xx. Xxxxxxxx Xxxxxx ("Xxxxxx").
WHEREAS, Finprogetti and Investors have this day entered into an Amendment
to Agreement to Purchase Common Stock, a copy of which is attached hereto as
Exhibit A, pursuant to which Investors and Finprogetti will each place in escrow
stock certificates for 100,000 shares of Common Stock of Trident Rowan Group,
Inc. (the "Escrow Shares"); and
WHEREAS, Finprogetti and Investors desire that Messrs. Chase and Xxxxxx
jointly act as escrow agents pursuant to that Agreement, and Messrs. Chase and
Xxxxxx are willing jointly to act as such escrow agents (the "Escrow Agents"),
NOW THEREFORE, for one dollar and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. The Escrow Agents agree to receive, hold, and distribute the Escrow
Shares, solely in accordance with the terms and subject to the conditions of the
Agreement.
2. The Escrow Agents shall perform their duties hereunder without
compensation.
3. Investors and Finprogetti agree that the Escrow Agents shall have no
liability for acting as escrow agents hereunder, except for any acts of gross
negligence or wilful misconduct.
IN WITNESS WHEREOF, the Parties have set their hands and seals as of the
first day written above.
Tamarix Investors LDC
By:/s/ Xxxx Xxxxxx
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Finprogetti S.p.A.
By:/s/ Xxxxxxxx Xxxxxxx
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
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