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EXHIBIT 99.2
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is made and entered into as of
August 1, 2000, by and among Caldera Holding, Inc., a Delaware corporation
("Newco"), Caldera Systems, Inc., a Delaware corporation including for all
purposes Caldera Surviving Corporation ("Caldera"), The Santa Xxxx Operation,
Inc., a California corporation ("SCO") and [XXXXX FARGO BANK] (the "Escrow
Agent").
RECITALS
A. Newco, Caldera, and SCO have entered into that certain Agreement and
Plan of Merger and Reorganization dated as of August 1, 2000 (the
"Reorganization Agreement"), pursuant to which, among other things, (i) Caldera
will merge with a subsidiary of Newco, with Caldera being the surviving
corporation (the "Caldera Surviving Corporation") and all outstanding Caldera
securities will be exchanged for shares of common stock of Newco ("Newco Common
Stock"), and (ii) SCO will contribute to Newco certain assets and the stock of
certain of its subsidiaries in consideration for the issuance to SCO of certain
shares of Newco Common Stock.
B. The Reorganization Agreement contemplates the establishment of an
escrow arrangement to secure certain of the indemnification and other
obligations of SCO under the Reorganization Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. Defined Terms. Capitalized terms used in this Agreement and not
otherwise defined shall have the meanings given to them in the Reorganization
Agreement, a copy of which is attached hereto as Exhibit A.
2. Escrow and Indemnification.
(a) Shares and Stock Powers Placed in Escrow. At the Effective Time,
or as soon thereafter as reasonably possible: (i) Newco shall issue a
certificate for __________ shares of Newco Common Stock registered in the name
of SCO, evidencing the shares of Newco Common Stock to be held in escrow in
accordance with this Agreement and the Reorganization Agreement and (ii) SCO
shall deliver to the Escrow Agent an original "assignment separate from
certificate" (the "Stock Power") endorsed by SCO in blank. SCO has agreed in the
Reorganization Agreement to indemnify and hold harmless Newco and Caldera from
and against certain Losses and Taxes. The shares of Newco Common Stock being
held in escrow pursuant to this Agreement and the Reorganization Agreement (the
"Escrow Shares") shall constitute an escrow fund (the "Escrow Fund") with
respect to the indemnification obligations of SCO under the Reorganization
Agreement and shall be security for such indemnity obligation, subject to the
limitations, and in the manner provided, in this Agreement. The Escrow Fund
shall be held as a trust fund and shall not be subject to any lien, attachment,
trustee process or any other judicial process of any creditor of SCO or of any
party hereto. The Escrow Agent agrees to accept delivery of the Escrow Fund and
the Stock Power and to hold the Escrow Fund and Stock Power
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in an escrow account (the "Escrow Account"), subject to the terms and conditions
of this Agreement.
(b) Voting of Escrow Shares. SCO shall be entitled to exercise all
voting rights with respect to such Escrow Shares.
(c) Dividends, Etc. Newco, Caldera and SCO agree among themselves,
for the benefit of Newco and the Escrow Agent, that any securities or other
property distributable (whether by way of dividend, stock split or otherwise) in
respect of or in exchange for any Escrow Shares shall not be distributed to SCO,
but rather shall be distributed to and held by the Escrow Agent in the Escrow
Account. Ordinary cash dividends will be paid by Newco directly to SCO and not
to the Escrow Agent. Unless and until the Escrow Agent shall actually receive
such additional securities or other property, it may assume without inquiry that
the Escrow Shares currently being held by it in the Escrow Account are all that
the Escrow Agent is required to hold. At the time any Escrow Shares are required
to be released from the Escrow Account to any Person pursuant to this Agreement,
any securities or other property previously received by the Escrow Agent in
respect of or in exchange for such Escrow Shares shall be released from the
Escrow Account to such Person.
(d) Transferability. The interests of SCO in the Escrow Account and
in the Escrow Shares shall not be assignable or transferable, other than by
operation of law. No transfer of any of such interests by operation of law shall
be recognized or given effect until Newco, Caldera and the Escrow Agent shall
have received written notice of such transfer.
(e) Fractional Shares. No fractional shares of Newco Common Stock
shall be retained in or released from the Escrow Account pursuant to this
Agreement. In connection with any release of Escrow Shares from the Escrow
Account, Newco, Caldera and the Escrow Agent shall "round down" in order to
avoid retaining any fractional share in the Escrow Account and in order to avoid
releasing any fractional share from the Escrow Account. When shares are "rounded
down," no cash-in-lieu payments need to be made.
3. Administration of Escrow Account. Except as otherwise provided
herein, the Escrow Agent shall administer the Escrow Account as follows:
(a) Claim Procedure. If any Person that is entitled to
indemnification, compensation or reimbursement under Section 10 or Section 12 of
the Reorganization Agreement (an "Indemnitee") has or claims to have incurred or
suffered Losses or Taxes for which it is or may be entitled to indemnification,
compensation or reimbursement under Section 10 or Section 12 of the
Reorganization Agreement, such Indemnitee may, on or prior to the first
anniversary of the Effective Time (the "Termination Date"), deliver a claim
notice (a "Claim Notice") to SCO and the Escrow Agent. Each Claim Notice shall
state that such Indemnitee believes that there is or has been a breach of a
representation, warranty or covenant contained in the Reorganization Agreement
or that such Indemnitee is otherwise entitled to indemnification, compensation
or reimbursement under Section 10 or Section 12 of the Reorganization Agreement
and contain a brief description of the circumstances supporting such
Indemnitee's belief that there is or has been such a breach or that such
Indemnitee is so entitled to indemnification, compensation or reimbursement and
shall, to the extent possible, contain a non-
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binding, preliminary estimate of the amount of Losses or Taxes such Indemnitee
claims to have so incurred or suffered (the "Claimed Amount").
(b) Response Notice. Within twenty (20) business days after receipt
by SCO of a Claim Notice, SCO may deliver to the Indemnitee who delivered the
Claim Notice and to the Escrow Agent a written response (the "Response Notice")
in which SCO: (i) agrees that a whole number of Escrow Shares having a Total
Value (as defined below) equal to the full Claimed Amount may be released from
the Escrow Account to the Indemnitee; (ii) agrees that Escrow Shares having a
Total Value equal to part, but not all, of the Claimed Amount (the "Agreed
Amount") may be released from the Escrow Account to the Indemnitee; or (iii)
indicates that no part of the Claimed Amount may be released from the Escrow
Account to the Indemnitee. Any part of the Claimed Amount that SCO does not
agree should be released to the Indemnitee shall be the "Contested Amount." If a
Response Notice is not received by the Escrow Agent within such twenty (20)
business day period, then SCO shall be deemed to have agreed that Escrow Shares
having a Total Value equal to the full Claimed Amount may be released to the
Indemnitee from the Escrow Account.
(c) Full Agreement as to Claimed Amount. If SCO delivers a Response
Notice agreeing that Escrow Shares having a Total Value equal to the full
Claimed Amount may be released from the Escrow Account to the Indemnitee, or if
SCO does not deliver a Response Notice in accordance with Section (a)(b), the
Escrow Agent shall promptly following the receipt of the Response Notice (or, if
the Escrow Agent has not received a Response Notice, promptly following the
expiration of the twenty (20) business day period referred to in Section
(a)(b)), deliver to such Indemnitee such number of Escrow Shares. Such payment
shall be deemed to be made in full satisfaction of the claim described in such
Claim Notice, provided, however, that if such claim involves ongoing Losses or
Taxes, then such payment shall be deemed to be made in full satisfaction only of
the Losses or Taxes, as the case may be, incurred as of the date specified in
such Claim Notice.
(d) Partial Agreement as to Claimed Amount. If SCO delivers a
Response Notice agreeing that Escrow Shares having a Total Value equal to part,
but not all, of the Claimed Amount may be released from the Escrow Account to
the Indemnitee, the Escrow Agent shall promptly following the receipt of the
Response Notice deliver to such Indemnitee the number of Escrow Shares having a
Total Value equal to the Agreed Amount.
(e) Settlement. If SCO delivers a Response Notice indicating that
there is a Contested Amount, SCO and the Indemnitee shall attempt in good faith
to resolve the dispute related to the Contested Amount. If the Indemnitee and
SCO shall resolve such dispute, such resolution shall be binding on SCO and all
of the Indemnitees and a settlement agreement shall be signed by the Indemnitee
and SCO and sent to the Escrow Agent, who shall, upon receipt thereof, if
applicable, release Escrow Shares from the Escrow Account in accordance with
such agreement.
(f) Arbitration. If SCO and the Indemnitee are unable to resolve the
dispute relating to any Contested Amount within thirty (30) business days after
the delivery of the Response Notice, then the claim described in the Claim
Notice shall be settled by binding arbitration in [the County of Santa Xxxxx in
the State of California] in accordance with the
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Commercial Arbitration Rules then in effect of the American Arbitration
Association (the "AAA Rules"). Arbitration will be conducted by three (3)
arbitrators; one (1) selected by the Indemnitee, one (1) selected by SCO and the
third selected by the first two arbitrators. If the Indemnitee or SCO fails to
select an arbitrator prior to the expiration of the thirty (30) business day
period referred to in the first sentence of this Section 3(f), then the other
shall be entitled to select the second arbitrator. The parties agree to use all
reasonable efforts to cause the arbitration hearing to be conducted within sixty
(60) calendar days after the appointment of the last of the three arbitrators
and to use all reasonable efforts to cause the arbitrators' decision to be
furnished within ninety five (95) calendar days after the appointment of the
last of the three arbitrators. The parties further agree that discovery shall be
completed at least twenty (20) business days prior to the date of the
arbitration hearing. The arbitrators' decision shall relate solely to whether
the Indemnitee is entitled to recover the Contested Amount (or a portion
thereof), and the portion of such Contested Amount the Indemnitee is entitled to
recover. The final decision of the arbitrators shall be furnished to SCO, the
Indemnitee and the Escrow Agent in writing and shall constitute a conclusive
determination of the issue in question, binding upon SCO, the Indemnitee and the
Escrow Agent and shall not be contested by any of them. The non-prevailing party
in any arbitration shall pay the reasonable expenses (including attorneys' fees)
of the prevailing party, any additional reasonable fees and expenses (including
reasonable legal fees) of the Escrow Agent, and the fees and expenses associated
with the arbitration (including the arbitrators' fees and expenses). For
purposes of this Section 3(f), the non-prevailing party shall be deemed to be
the Indemnitee if it is entitled to recover less than fifty percent (50%) of the
Claimed Amount; otherwise it shall be SCO. Any amounts payable by SCO shall be
paid out of Escrow Shares, after payment of any amounts then payable to
Indemnitees.
(g) Release of Escrow. The Escrow Agent shall release Escrow Shares
from the Escrow Account in connection with any Contested Amount as soon as
reasonably possible after delivery to it of: (i) a copy of a settlement
agreement executed by the Indemnitee and SCO setting forth instructions to the
Escrow Agent as to the number of Escrow Shares, if any, to be released from the
Escrow Account, with respect to such Contested Amount or (ii) a copy of the
award of the arbitrators referred to and as provided in Section 3(f) setting
forth instructions to the Escrow Agent as to the number of Escrow Shares, if
any, to be released from the Escrow Account, with respect to such Contested
Amount.
4. Release of Escrow Shares.
(a) Newco Common Stock Transfer Agent. The Escrow Agent is not the
stock transfer agent for the Newco Common Stock. Accordingly, if a distribution
of a number of shares of Newco Common Stock less than all of the Escrow Shares
is to be made, the Escrow Agent shall requisition the appropriate number of
shares from such stock transfer agent, delivering to it the appropriate stock
certificates and related Stock Powers. For the purposes of this Agreement, the
Escrow Agent shall be deemed to have delivered Newco Common Stock to the Person
entitled to it when the Escrow Agent has delivered such certificate and Stock
Power to such stock transfer agent with instructions to deliver it to the
appropriate Person. Distributions of Newco Common Stock shall be made to Newco
or SCO, as appropriate, at the addresses described in Section 11(b).
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(b) Distribution of Escrow Shares to SCO. As soon as reasonably
possible after the Termination Date, the Escrow Agent shall distribute or cause
the stock transfer agent for the Newco Common Stock to distribute to SCO the
Escrow Shares then held in escrow; provided, however, that notwithstanding the
foregoing, if, prior to the Termination Date, any Indemnitee has given a Claim
Notice containing a claim which has not been resolved prior to the Termination
Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow
Account after the Termination Date Escrow Shares having a Total Value equal to
one hundred ten percent (110%) of the Claimed Amount or Contested Amount, as the
case may be, with respect to all claims that have not then been resolved.
5. Valuation of Escrow Shares, Etc.
(a) Total Value. With respect to any specified number of Escrow
Shares, the Total Value of such Escrow Shares shall be determined by multiplying
such number of Escrow Shares by the Caldera Closing Price.
(b) Stock Splits. All numbers contained in, and all calculations
required to be made pursuant to, this Agreement shall be adjusted as appropriate
to reflect any stock split, reverse stock split, stock dividend or similar
transaction effected by Newco after the date hereof; provided, however, that the
Escrow Agent shall have received notice of such stock split, reverse stock
split, stock dividend or similar transaction and shall have received the
appropriate number of additional shares of Newco Common Stock or other property
pursuant to Section 2(c) hereof. In the event of any such stock split, reverse
stock split, stock dividend or similar transaction, Newco shall deliver to SCO
and the Escrow Agent a notice setting forth the new number of Escrow Shares held
in the Escrow Fund. Unless and until the Escrow Agent receives the certificates
representing additional shares of Newco Common Stock or other property pursuant
to Section 2(c), the Escrow Agent may assume without inquiry that no such stock
or other property has been or is required to be issued with respect to Escrow
Shares.
6. Fees and Expenses. Upon the execution of this Agreement by all
parties hereto and the initial deposit of the Escrow Fund in the Escrow Account,
fees and expenses, in accordance with Exhibit B attached hereto, will be payable
to the Escrow Agent. This annual Escrow Agent fee will cover the first twelve
months of the escrow. In accordance with Exhibit B attached hereto, the Escrow
Agent will also be entitled to reimbursement for reasonable and documented
out-of-pocket expenses, including those of its counsel, incurred by the Escrow
Agent in the performance of its duties hereunder and the execution and delivery
of this Agreement. All such fees and expenses shall be paid equally by SCO on
one side and Newco and Caldera on the other.
7. Limitation of Escrow Agent's Liability.
(a) Liability of Escrow Agent. The Escrow Agent undertakes to perform
such duties as are specifically set forth in this Agreement only and shall have
no duty under any other agreement or document notwithstanding their being
referred to herein or attached hereto as an exhibit. The Escrow Agent shall not
be liable except for the performance of such duties as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Escrow Agent. The Escrow Agent shall incur no
liability with
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respect to any action taken by it or for any inaction on its part in reliance
upon any notice, direction, instruction, consent, statement or other document
believed by it to be genuine and duly authorized, nor for any other action or
inaction except for its own willful misconduct or negligence. The Escrow Agent
may rely on and use the Stock Power and shall not be liable in connection
therewith. In all questions arising under this Agreement, the Escrow Agent may
rely on the advice of counsel, and for anything done, omitted or suffered in
good faith by the Escrow Agent based upon such advice the Escrow Agent shall not
be liable to anyone. The Escrow Agent shall not be required to take any action
hereunder involving any expense unless the payment of such expense is made or
provided for in a manner reasonably satisfactory to it. In no event shall the
Escrow Agent be liable for incidental, punitive or consequential damages.
(b) Indemnification of Escrow Agent. Newco and SCO hereby agree to
indemnify the Escrow Agent, its officers, directors, employees and agents for,
and hold it harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the part of Escrow Agent, arising out of or
in connection with its carrying out of its duties hereunder. This right of
indemnification shall survive the termination of this Agreement, and the
resignation of the Escrow Agent. The costs and expenses of enforcing this right
of indemnification shall also be paid by Newco and SCO.
8. Termination. This Agreement shall terminate on the Termination Date
or, if earlier, upon the release by the Escrow Agent of the entire Escrow Fund
in accordance with this Agreement; provided, however, that if the Escrow Agent
has received from any Indemnitee a Claim Notice setting forth a claim that has
not been resolved by the Termination Date, then this Agreement shall continue in
full force and effect until the claim has been resolved and the Escrow Shares
have been released in accordance with this Agreement.
9. Successor Escrow Agent. In the event the Escrow Agent becomes
unavailable or unwilling to continue as escrow agent under this Agreement, the
Escrow Agent may resign and be discharged from its duties and obligations
hereunder by giving its written resignation to the parties to this Agreement.
Such resignation shall take effect not less than thirty (30) calendar days after
it is given to all parties hereto. Newco may appoint a successor Escrow Agent
only with the consent of SCO (which consent shall not be unreasonably withheld
or delayed). If the parties fail to agree on a successor Escrow Agent within
such time, the Escrow Agent shall have the right to apply to a court of
competent jurisdiction for the appointment of a successor Escrow Agent. The
successor Escrow Agent shall execute and deliver to the Escrow Agent an
instrument accepting such appointment, and the successor Escrow Agent shall,
without further acts, be vested with all the estates, property rights, powers
and duties of the predecessor Escrow Agent as if originally named as Escrow
Agent herein. The Escrow Agent shall act in accordance with written instructions
from Newco as to the transfer of the Escrow Fund to a successor escrow agent.
10. Miscellaneous.
(a) Attorneys' Fees. If any action or proceeding relating to this
Agreement or the enforcement of any provision of this Agreement is brought
against any party hereto, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition to any other
relief to which the prevailing party may be entitled).
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(b) Notices. Any notice or other communication required or permitted
to be delivered to any party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth below (or to such other address
or facsimile telephone number as such party shall have specified in a written
notice given to the other parties hereto):
If to Escrow Agent:
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[Address]
Attention:
Facsimile:
If to Caldera or Newco:
Caldera Systems, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxx, Xxxx 00000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
with a copy (which shall not constitute notice) to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxx, III
If to SCO:
The Santa Xxxx Operation, Inc.
000 Xxxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Law and Corporate Affairs
with a copy (which shall not constitute notice) to:
Wilson, Sonsini, Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
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All such notices and other communications shall be deemed to have
been received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of a telecopy, when the party receiving such copy
shall have confirmed receipt of the communication, (c) in the case of delivery
by nationally-recognized overnight courier, on the business day following
dispatch, and (d) in the case of mailing, on the third business day following
such mailing.
The Escrow Agent may assume that any Claim Notice, Response Notice or
other notice of any kind required to be delivered to the Escrow Agent and any
other Person has been received by such other Person if it has been received by
the Escrow Agent, but the Escrow Agent need not inquire into or verify such
receipt.
(c) Headings. The bold faced headings contained in this Agreement are
for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
(e) Governing Law; Venue.
(i) Governing Law. This Agreement shall be construed in
accordance with, and governed in all respects by, the internal laws of the State
of New York (without giving effect to principles of conflicts of laws).
(ii) Venue. The parties agree that any dispute regarding the
interpretation or validity of, or otherwise arising out of this Agreement, shall
be subject to the exclusive jurisdiction of the California State Courts in and
for Santa Xxxxx County, California or, in the event of federal jurisdiction, the
United States District Court for the Northern District of California sitting in
Santa Xxxxx County, California, and each party hereby agrees to submit to the
personal and exclusive jurisdiction and venue of such courts and not to seek the
transfer of any case or proceeding out of such courts.
(f) Successors and Assigns. This Agreement shall be binding upon each
of the parties hereto and each of their respective permitted successors and
assigns, if any. SCO may not assign its rights under this Agreement without the
express prior written consent of Newco and Caldera. Nothing in this Agreement is
intended to confer, or shall be deemed to confer, any rights or remedies upon
any person or entity other than the parties hereto and their permitted
successors and assigns. This Agreement shall inure to the benefit of: SCO;
Newco; Caldera; Escrow Agent and the respective successors and assigns, if any,
of the foregoing.
(g) Waiver. No failure on the part of any Person to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the part
of any Person in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver of such
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power, right, privilege or remedy; and no single or partial exercise of any such
power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. No Person shall be
deemed to have waived any claim arising out of this Agreement, or any power,
right, privilege or remedy under this Agreement, unless the waiver of such
claim, power, right, privilege or remedy is expressly set forth in a written
instrument duly executed and delivered on behalf of such Person; and any such
waiver shall not be applicable or have any effect except in the specific
instance in which it is given.
(h) Amendments. This Agreement may not be amended, modified, altered
or supplemented other than by means of a written instrument duly executed and
delivered on behalf of Newco, Caldera, the Escrow Agent and SCO.
(i) Severability. In the event that any provision of this Agreement,
or the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.
(j) Parties in Interest. None of the provisions of this Agreement is
intended to provide any rights or remedies to any Person other than the parties
hereto and their respective successors and assigns, if any.
(k) Entire Agreement. This Agreement and the other agreements
referred to herein set forth the entire understanding of the parties hereto
relating to the subject matter hereof and thereof and supersede all prior
agreements and understandings among or between any of the parties relating to
the subject matter hereof and thereof.
(l) Waiver of Jury Trial. Each of the parties hereto hereby
irrevocably waives any and all right to trial by jury in any Legal Proceeding
arising out of or related to this Agreement or the transactions contemplated
hereby.
(m) Tax Reporting Information and Certification of Tax Identification
Numbers. As a result of Section (c) hereof, the Escrow Fund will not generate
any income. The Escrow Agent shall have no tax reporting obligations under this
Agreement.
(n) Construction.
(i) For purposes of this Agreement, whenever the context
requires: the singular number shall include the plural,
and vice versa; the masculine gender shall include the
feminine and neuter genders; the feminine gender shall
include the masculine and neuter genders; and the neuter
gender shall include the masculine and feminine genders.
(ii) The parties hereto agree that any rule of construction
to the effect that ambiguities are to be resolved
against the drafting party shall
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not be applied in the construction or interpretation of
this Agreement.
(iii) As used in this Agreement, the words "include" and
"including," and variations thereof, shall not be deemed
to be terms of limitation, but rather shall be deemed to
be followed by the words "without limitation."
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement
as of the day and year first above written.
THE SANTA XXXX OPERATION, INC.
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By:
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Title:
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CALDERA HOLDING, INC.
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By:
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Title:
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CALDERA SYSTEMS, INC.
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By:
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Title:
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[ESCROW AGENT]
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By:
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Title:
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SIGNATURE PAGE TO ESCROW AGREEMENT
12
EXHIBIT A
REORGANIZATION AGREEMENT
13
EXHIBIT B
ESCROW FEES AND EXPENSES
