exv10w1






Exhibit 10.1




FORM OF ESCROW AGREEMENT




     THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the [___] day
of [______], 2010, by and among Green Realty Trust, Inc., a Maryland corporation (the
“Company”), Newport Coast Securities, Inc. (the “Dealer Manager”) and Wells
Fargo Bank, N.A., as escrow agent (the “Escrow Agent”).



     WHEREAS, the Company proposes to offer for sale (the “Offering”), on a continuing
basis, up to 165,789,474 shares of the Company’s common stock, par value $0.01 per share (the
“Shares”), pursuant to the terms of the prospectus (the “Prospectus”) contained in
the registration statement on Form S-11, as amended, filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and dated
[___], 2010;



     WHEREAS, the Dealer Manager, a registered broker-dealer and member of the Financial Industry
Regulatory Authority (“FINRA”), has agreed to serve as the dealer manager for the Offering
and will offer the Shares through other registered broker-dealers that are members of FINRA (the
“Dealers”);



     WHEREAS, it is anticipated that investors will subscribe for the Shares and will provide the
Dealer Manager with subscription payments for such Shares (the “Subscription Payments”),
which subscriptions will be contingent upon (i) their respective acceptances by the Company and
(ii) the Company’s acceptance of subscriptions aggregating $2,000,000 of Shares (the “Minimum
Amount”) deposited into escrow;



     WHEREAS, the Company and the Dealer Manager desire to deposit funds contributed by the
Subscribers (as defined below) with the Escrow Agent, to be held for the benefit of the Subscribers
and the Company until such time as subscriptions for the Minimum Amount have been deposited into
escrow or otherwise in accordance with the terms of this Agreement;



     WHEREAS, the Escrow Agent has agreed to receive and hold in escrow all Subscription Payments
until the earlier of (i) such time as subscriptions for the Minimum Amount have been received and
accepted by the Company or (ii) the close of business on the date exactly one year after the
original effective date of the Prospectus (the Company shall provide written notice of such date to
the Escrow Agent) (the “Minimum Subscription Termination Date”), and to hold and distribute
such Subscription Payments in accordance with the terms and conditions herein set forth; and



     WHEREAS, the Escrow Agent is willing to accept appointment as the escrow agent for only the
expressed duties, terms and conditions outlined herein.



     NOW, THEREFORE, in consideration of the premises and agreements set forth herein, the parties
hereto agree as follows:




     1. Appointment of Escrow Agent. The Company and the Dealer Manager hereby appoint the
Escrow Agent to serve as escrow agent, and the Escrow Agent hereby accepts such appointment, each
in accordance with the terms of this Agreement. The Company and the




 









 




Dealer Manager hereby acknowledge that the status of the Escrow Agent is that of agent only for the limited purposes set
forth herein, and hereby agree that they will not represent that the Escrow Agent has investigated
the desirability or advisability of investment in the Shares or has approved, endorsed or passed
upon the merits of the investment therein. The Company and the Dealer Manager further agree that
the name of the Escrow Agent shall not be used in any manner in connection with the offer or sale
of the Shares other than to state that the Escrow Agent has agreed to serve as escrow agent for the
limited purposes set forth herein.




     2. Proceeds. An investor subscribing to purchase Shares (the “Subscriber”)
will be instructed by the Dealer Manager or the Dealers to remit the purchase price in the form of
checks, drafts or money orders (the “Payment Instruments”) payable to the order of, or
funds wired in favor of, “Wells Fargo Bank—Green Realty Trust, Inc. Escrow” (the “Escrow
Account”), or, after the Company meets the Minimum Amount, payable to the order of, or funds
wired in favor of “Green Realty Trust, Inc.” By noon of the
next business day after receipt of any
Payment Instruments, the Dealer Manager or the Dealers shall remit to
the Escrow Agent such Payment
Instruments. Such Payment Instruments shall be retained in the Escrow Account by the Escrow Agent
and invested as set forth in Section 7 and shall be deposited within one (1) business day of
receipt.



     In the event that any Payment Instruments deposited in the Escrow Account prove uncollectible
after the funds represented thereby have been released by the Escrow Agent to the Company, then the
Dealer Manager or Company shall promptly reimburse the Escrow Agent for any and all costs incurred
for such, upon request, and the Escrow Agent shall deliver the uncollectible Payment Instrument to
the Company. Notwithstanding the foregoing, if any Subscriber exercises any right provided by law
to rescind his or her subscription, the Escrow Agent shall, upon notice from the Company or the
Dealer Manager, return to such Subscriber all Subscription Payments pertaining to such
subscription, together with any earnings thereon during the period that such payments were held by
the Escrow Agent under this Agreement.



     3. Subscriber
Identity. By noon of the next business day after receipt of the Payment
Instruments, the Dealer Manager shall furnish to the Escrow Agent each accepted Subscriber’s name,
address, social security number or tax identification number, number of Shares purchased and
purchase price remitted. All proceeds so deposited shall be considered the property of the
Subscribers and shall be held for the benefit of such Subscribers and shall not be: (i) commingled
with the monies or become an asset of the Company, or (ii) subject to any liens or charges by the
Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until released
to the Company as hereinafter provided. The Escrow Agent will not use the information provided to
it by the Company for any purpose other than to fulfill its obligations as the Escrow Agent. The
Escrow Agent agrees to treat all Subscriber information as confidential.



     4. Disbursement of Proceeds. On a weekly basis, and at the end of the third business
day following the Minimum Subscription Termination Date (and more frequently, if requested by the
Company), the Escrow Agent shall notify the Company of the amount of
Payment Instruments received (the “Collected Funds”) since the last report. If the
Collected Funds are in an amount equal to or greater than the Minimum Amount at any time prior to
the Minimum Subscription Termination Date, and the Company has delivered a written notice (the



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“Notice”) stating that the Company has received Collected Funds for the Minimum Amount of
Shares, then the Escrow Agent shall deliver the Collected Funds and all earnings thereon to the
Company when and as directed by the Notice. Following such disbursement, the Escrow Account shall
close and thereafter the Escrow Agent shall forward directly to the Company, upon receipt, any
subscription documents and Payment Instruments received from Subscribers.




     If the Collected Funds are not equal to the Minimum Amount on the Minimum Subscription
Termination Date, the Escrow Agent shall (i) notify the Company and the Dealer Manager immediately
following the Minimum Subscription Termination Date and (ii) within a reasonable time following the
Minimum Subscription Termination Date, but in no event more than thirty (30) days after the Minimum
Subscription Termination Date, refund to each of the Subscribers all sums paid by the Subscribers,
with a pro-rata portion of any interest earned thereon, unless, prior to such Minimum Subscription
Termination Date, the Minimum Subscription Termination Date has been extended by the Company for up
to an additional one hundred and twenty (120) days. The Company shall provide written notice to
the Escrow Agent of any such Minimum Subscription Termination Date extension.



     5. Duty and Liability of the Escrow Agent. The sole duty of the Escrow Agent, other
than as herein specified, shall be to receive the Subscribers’ Payment Instruments and hold them
subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to
determine whether the Company or the Dealer Manager is complying with requirements of this
Agreement or the Prospectus in tendering to the Escrow Agent said proceeds of the sale of the
Shares. The Escrow Agent shall have the right to perform any of its duties hereunder through its
agents, attorneys, custodians or nominees. The Escrow Agent may conclusively rely upon and shall
be protected in acting upon any statement, certificate, notice, request, consent, order or other
document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties. The Escrow Agent shall have no duty or liability to verify any such statement,
certificate, notice, request, consent, order or other document, and its sole responsibility shall
be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no
obligation to institute or defend any action, suit or proceeding in connection with this Agreement
unless first indemnified to its satisfaction. The Escrow Agent may consult and hire counsel in
respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for
any action taken or omitted in good faith upon advice of such counsel.



     The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or
obligations, fiduciary or otherwise, to any other person by reason of this Agreement, except as
otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise,
shall be read into this Agreement against the Escrow Agent.  In no event shall the Escrow Agent be
liable, directly or indirectly, for any (i) damages, losses or expenses arising out of the services
provided hereunder, other then damages, losses or expenses which have been finally adjudicated to
have directly resulted from the Escrow Agent’s gross negligence or willful misconduct, or (ii)
special, indirect or consequential losses or damages of any kind whatsoever (including without
limitation lost profits), even if the Escrow Agent has been advised
of the possibility of such losses or damages and regardless of the form of action. The
parties agree that the Escrow Agent has no role in the preparation of the Offering documents, has
not reviewed any such documents and makes no representations or warranties with respect to the



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information contained therein or omitted therefrom. The Escrow Agent agrees that it may be named
in the Prospectus and Offering documents, to the extent necessary to describe this Agreement and
the duties of the Escrow Agent herein. The Escrow Agent shall have no obligation, duty or
liability with respect to compliance with any federal or state securities, disclosure or tax laws
concerning the Offering documents or the issuance, offering or sale of the Shares. The Escrow
Agent shall have no duty or obligation to monitor the application and use of the Subscriber funds
once transferred to the Company, that being the sole obligation and responsibility of the Company.




     6. Escrow Agent Fee. The Escrow Agent shall be entitled to compensation for its
services, as stated in the fee schedule attached hereto as Exhibit A, which compensation
shall be paid by the Company. Subject to the provisions of Section 10, the fee agreed upon for the
services rendered hereunder in Exhibit A is intended as full compensation for the Escrow
Agent’s services as contemplated by this Agreement. Notwithstanding anything contained herein to
the contrary, in no event shall any fee, reimbursement for costs and expenses, indemnification for
damages incurred by the Escrow Agent or monies whatsoever be paid out of or chargeable to the
income of assets of the Escrow Account.



     7. Investment of Subscription Payments. The Escrow Agent shall invest all Collected
Funds in the Wells Fargo Bank Money Market Deposit Account (MMDA), or a successor or similar fund
or account offered by the Escrow Agent. Amounts on deposit in the MMDA are insured up to a total
of $100,000 per depositor, per insured bank (including principal and accrued interest) by the
Federal Deposit Insurance Corporation (FDIC), subject to the applicable rules and regulations of
the FDIC. The parties understand that deposits in the MMDA are not secured.



     Any interest received by the Escrow Agent with respect to the Collected Funds, including
reinvested interest, shall become part of the proceeds of the Escrow Account (the “Escrow
Income”), and shall be disbursed to the Company if Collected Funds, including interest
earnings, total the Minimum Amount. Any loss or expense incurred as a result of an investment will
be borne by the Escrow Account.



     The parties recognize and agree that the Escrow Agent will not provide supervision,
recommendations or advice relating to either the investment of moneys held in the Escrow Account or
the purchase, sale, retention or other disposition of any permitted investment.



     The Escrow Agent is hereby authorized to execute purchases and sales of permitted investments
through the facilities of its own trading or capital markets operations or those of any affiliated
entity. The Escrow Agent shall send statements to each of the parties hereto on a monthly basis
reflecting activity in the Escrow Account for the preceding month. Although the Company and the
Dealer Manager each recognizes that it may obtain a broker confirmation or written statement
containing comparable information at no additional cost, the Company and Dealer Manager hereby
agree that confirmations of permitted investments are not required to be
issued by the Escrow Agent for each month in which a monthly statement is rendered. No
statement need be rendered for the Escrow Account if no activity occurred for such month.



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     The Company and the Dealer Manager acknowledge and agree that the delivery of the escrowed
property is subject to the sale and final settlement of permitted investments. Proceeds of a sale
of permitted investments will be delivered on the business day on which the appropriate
instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale
of such permitted investments. If such instructions are received after the applicable deadline,
proceeds will be delivered on the next succeeding business day.



     8. Tax Reporting.
As of each calendar year-end, the Escrow Agent shall report to the Internal
Revenue Service (the “IRS”) and to the Company or Subscriber all income earned from the investment
of any sum held in the Escrow Account against the Company or each Subscriber, as and to the extent
required under the provisions of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (the “Code”). For the avoidance of doubt, all interest or other taxable
income earned on the Collected Funds in any tax year shall be taxable to the person or entity
receiving the interest or other taxable income.



     The Company shall, upon request by the Escrow Agent after the date hereof, provide the Escrow
Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 or W-8 and
other forms and documents that the Escrow Agent may reasonably request. The parties hereto
understand that if such tax reporting documentation is not so certified to the Escrow Agent, the
Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a
portion of any interest or other income earned on the Collected Funds pursuant to this Agreement
for the Escrow Agent is not required to prepare and file any income or other tax returns applicable
to the Escrow Account with the IRS or required state and local departments of revenue for years
income is earned in any particular tax year. Any taxes payable on income earned from the
investment of any sums held in the Escrow Account shall be paid by the Company or each Subscriber,
whether or not the income was distributed by the Escrow Agent during any particular year and to the
extent required under the provisions of the Code.



     To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of
income derived from the investment of funds held or payments made hereunder, the Escrow Agent shall
satisfy such liability to the extent possible from the Collected Funds. The Company agrees to
indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late
payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or
with respect to any payment or other activities under this Agreement unless any such tax, addition
for late payment, interest, penalties and other expenses shall arise out of or be caused by the
gross negligence or willful misconduct of the Escrow Agent.



     9. Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given, (ii) on the day of
transmission if sent by facsimile transmission to the facsimile number given below, and written
confirmation of receipt is obtained promptly after completion of transmission, (iii) on the day
after delivery to the United Parcel Service or similar overnight courier or the Express Mail
service maintained by the United States Postal Service and sent via overnight delivery or (iv)
on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first
class



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mail, registered or certified, postage prepaid, and properly addressed, return receipt
requested, to the party as follows:



If to Company:



Green Realty Trust, Inc.

40 E. Chicago Avenue, #203

Chicago, Illinois 60610

Attention: President

Telephone: 312-867-9720

Fax: 312-867-9750




If to the Dealer Manager:




Newport Coast Securities, Inc.

4100 Newport Place, Ste 630

Newport Beach, California 92660

Telephone: (949) 271-1560

Fax: (949) 271-1591




If to the Escrow Agent:



Bank of America

[_______]

Attention: [_______]

Fax: [_______]




Wires to the Escrow Agent should be directed to the following:



Bank of America

[_______]

Attention: [______]



Any party may change its address for purposes of this paragraph by giving the other party written
notice of the new address in the manner set forth above.




     10. Indemnification of the Escrow Agent. The Company and the Dealer Manager hereby
jointly and severally indemnify and hold the Escrow Agent (and its officers, directors, employees
and agents) harmless from and against any and all loss, claim, liability, cost, damage and expense,
including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may
suffer or incur by reason of any action, claim or proceeding brought against
the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to
which this Agreement relates unless such action, claim or proceeding is the result of the willful



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misconduct or gross negligence of the Escrow Agent. The provisions of this section shall survive
the termination of this Agreement and the resignation or removal of the Escrow Agent.




     11. Attachment of Escrow Account; Compliance with Legal Orders. In the event that any escrow
property shall be attached, garnished or levied upon by any court order, or the delivery thereof
shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made
or entered by any court order affecting the property deposited under this Agreement, the Escrow
Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs,
orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is
binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys
or complies with any such writ order or decree it shall not be liable to any of the parties hereto
or to any other person, firm of corporation, by reason of such compliance notwithstanding such
writ, order or decree by subsequently reversed, modified, annulled, set aside or vacated.



     12. Successors and Assigns.



          (i) Except as otherwise provided in this Agreement, no party hereto shall assign this
Agreement or any rights or obligations hereunder without the prior written consent of the other
party hereto and any such attempted assignment without such prior written consent shall be void and
of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the
heirs, executors, administrators, successors and permitted assigns of the parties hereto.



          (ii) Notwithstanding the above, any corporation or association into which the Escrow Agent may
be converted or merged, or with which it may be consolidated, or to which it may sell or transfer
all or substantially all of its corporate trust business and assets as a whole or substantially as
a whole, or any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor
Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties,
immunities and privileges as its predecessor, without the execution or filing of any instrument or
paper or the performance of any further act.



     13. Term. This Agreement shall terminate within thirty (30) days of receipt of
written notice of termination by the Company and the Dealer Manager to the Escrow Agent. In the
event of the release of all Subscriber funds and all accrued interest in accordance with Section 4
of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all
responsibilities in connection with the Escrow Account, except claims which are occasioned by its
gross negligence or willful misconduct.



     14. Governing Law; Jurisdiction. This Agreement shall be construed, performed, and
enforced in accordance with, and governed by, the internal laws of the State of Delaware, without
giving effect to the principles of conflicts of laws thereof. Each party hereby consents to the
personal jurisdiction and venue of any court of competent jurisdiction in the State of Delaware.



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     15. Severability. In the event that any part of this Agreement is declared by any
court or other judicial or administrative body to be null, void or unenforceable, said provision
shall survive to the extent it is not so declared, and all of the other provisions of this
Agreement shall remain in full force and effect.



     16. Amendments; Waivers. This Agreement may be amended or modified, and any of the
terms, covenants, representations, warranties or conditions hereof may be waived, only by a written
instrument executed by the parties hereto or, in the case of a waiver, by the party waiving
compliance. Any waiver by any party of any condition, or of the breach of any provision, term,
covenant, representation or warranty contained in this Agreement, in any one or more instances,
shall not be deemed to be nor construed as further or continuing waiver of any such condition, or
of the breach of any other provision, term, covenant, representation or warranty of this Agreement.



     17. Entire Agreement; Counterparts. This Agreement contains the entire understanding
among the parties hereto with respect to the escrow contemplated hereby and supersedes and replaces
all prior and contemporaneous agreements and understandings, oral or written, with regard to such
escrow. This Agreement, and any amendments hereto, may be executed by the parties hereto in one or
more counterparts, each of which shall be deemed an original.



     18. Section Headings. The section headings in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this Agreement.



     19. Disputes. In the event of a disagreement among any of the parties to this
Agreement, or among them or any other person resulting in adverse claims and demands being made in
connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to
refuse to comply with any such claims or demands as long as such disagreement may continue, and in
so refusing, shall make no delivery or other disposition of any property then held by it in the
Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to
continue to refrain from acting until (i) the right of adverse claimants shall have been finally
settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction
of the property involved herein or affected hereby or (ii) all differences shall have been adjusted
by agreement and the Escrow Agent shall have been notified in writing of such agreement signed by
the parties hereto.



     In the event of such dispute, the Escrow Agent shall be entitled, in its discretion and
judgment, to tender into the registry or custody of any court of competent jurisdiction all money
or property in its hands under this Agreement, together with such legal pleadings as the Escrow
Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under
this Agreement. In the event of any uncertainty as to its duties hereunder, the Escrow Agent may
refuse to act under the provisions of this Agreement pending order of a court of competent
jurisdiction and the Escrow Agent shall have no liability to the Company, the Dealer Manager or to
any other person as a result of such action. Any such legal action may be brought in such court as
the Escrow Agent shall determine to have jurisdiction thereof. The
filing of any such legal proceedings shall not deprive the Escrow Agent of its compensation earned prior to
such filing.



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     20. Limited Purpose. The Company and the Dealer Manager hereby acknowledge that the
Escrow Agent is serving as the escrow agent only for the limited purposes herein set forth, and
hereby agree that they will not represent or imply that the Escrow Agent, by serving as the Escrow
Agent hereunder or otherwise, have investigated the desirability or advisability of investment in
the Company or have approved, endorsed or passed upon the merits of the Shares, nor shall they use
its name in any manner whatsoever in connection with the offer or sale of the Shares other than by
acknowledgment that the Escrow Agent has agreed to serve as the Escrow Agent for the limited
purposes set forth herein.



     21. Resignation. The Escrow Agent may resign upon thirty (30) days advance written
notice to the Company and the Dealer Manager. Such resignation shall become effective on the date
specified in such notice, which shall be not earlier than thirty (30) days after such written
notice has been given. In the event of any such resignation, a successor escrow agent, which shall
be a bank or trust company organized under the laws of the United States of America, shall be
appointed by the mutual agreement of the Company and the Dealer Manager. Any such successor escrow
agent shall deliver to the Company and the Dealer Manager a written instrument accepting such
appointment, and thereupon shall succeed to all the rights and duties of the Escrow Agent hereunder
and shall be entitled to receive the Escrow Account from the Escrow Agent. The Escrow Agent shall
promptly pay the Subscription Payments in the Escrow Account, including interest thereon, to the
successor escrow agent. If a successor escrow agent is not appointed by the Company or the Dealer
Manager within the thirty (30) day period following such notice, the Escrow Agent may petition any
court of competent jurisdiction to name a successor escrow agent. All costs, expenses and
reasonable attorneys fees the Escrow Agent incurs in connection with such proceeding shall be paid
by the Company.



     22. Removal. The Escrow Agent may be jointly removed by the Company and the Dealer
Manager at any time, by written notice executed by both of them (which may be executed in
counterparts) provided to the Escrow Agent, which instrument shall become effective on the date
specified in such written notice. The removal of the Escrow Agent shall not deprive the Escrow
Agent of its compensation earned prior to such removal. In the event of any such removal, a
successor escrow agent, which shall be a bank or trust company organized under the laws of the
United States of America, shall be appointed by the mutual agreement of the Company and the Dealer
Manager. Any such successor escrow agent shall deliver to the Company and the Dealer Manager a
written instrument accepting such appointment, and thereupon shall succeed to all the rights and
duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Account from the
Escrow Agent. The Escrow Agent shall promptly pay the Subscription Payments in the Escrow Account,
including interest thereon, to the successor escrow agent. If a successor escrow agent is not
appointed by the Company or the Dealer Manager within the thirty (30) day period following such
notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor
escrow agent. All costs, expenses and reasonable attorneys fees the Escrow Agent incurs in
connection with such proceeding shall be paid by the Company.



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     23. Maintenance of Records. The Escrow Agent shall maintain accurate records of all
transactions hereunder. Promptly after the termination of this Agreement, and as may from time to
time be reasonably requested by the Company before such termination, the Escrow Agent shall provide
the Company with a copy of such records, certified by the Escrow Agent to be a complete and
accurate account of all transactions hereunder. The authorized representatives of the Company and
the Dealer Manager shall also have access to the Escrow Agent’s books and records to the extent
relating to its duties hereunder, during normal business hours upon reasonable notice to the Escrow
Agent, and at the requesting party’s expense.



[Signatures on Next Page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and
year first set forth above.



	 	 	 	 	 	 	 
	 	 	GREEN REALTY TRUST, INC., the Company
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NEWPORT COAST SECURITIES, INC.,
	 	 	as Dealer Manager
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Escrow Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





Exhibit A




Escrow Agent Fee




			
	Acceptance Fee:
	 	Waived






Initial fees as they relate to Wells Fargo Bank, N.A. acting in the capacity of Escrow Agent –
includes creation and examination of the Agreement; acceptance of the escrow appointment; setting
up of Escrow Account and accounting records; and coordination of receipt of funds for deposit to
the Escrow Account. Acceptance fee payable at time of the Agreement execution.




	 	 	 
	Escrow Agent Administration Fee:
	 	$3,500






For ordinary administration services by Escrow Agent – includes daily routine account management;
investment transactions; cash transaction processing (including wires and check processing);
disbursement of the funds in accordance with the Agreement; and mailing of trust account statements
to all applicable parties. Tax reporting is included for up to one (1) entity. Should additional
reportings be necessary, a $25 per reporting charge will be assessed. Float credit received by the
bank for receiving funds that remain uninvested are deemed part of the Escrow Agent’s compensation.
Fees are due and payable upon execution of documents. Fee will not be prorated in case of early
termination.




	 	 	 
	Out of Pocket Expenses:
	 	 






The Escrow Agent shall only charge for out-of-pocket expenses in response to specific tasks
assigned by the Company. Therefore, the parties cannot anticipate what specific out-of-pocket
items will be needed or what corresponding expenses will be incurred. Possible expenses would be,
but are not limited to, express mail and messenger charges, travel expenses to attend closing or
other meetings. There are no charges for indirect out-of-pocket expenses.